Exhibit 99.1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                 Annual Report Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934


[X]     Annual report  pursuant to Section 15(d) of the Securities  Exchange Act
        of 1934 - for the fiscal year ended December 31, 2002

                                       or

[ ]     Transition report  pursuant to  Section 15(d) of the Securities Exchange
        Act of 1934 - for the transition period from ______ to ______

                          Commission file number 1-640


        A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

        B. Name of issuer of the  securities  held  pursuant to the plan and the
address of its principal executive office:

                               NL INDUSTRIES, INC.
                       16825 Northchase Drive, Suite 1200
                            Houston, Texas 77060-2544


<PAGE>

                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                                      INDEX



                                                                      Page
                                                                      ----

Signature Page                                                          2

Financial Statements and Supplemental Schedule
 with Report of Independent Auditors                               F-1 to F-10

Exhibit A - Consent of Independent Accountants

Exhibit B -  Certification  of Chief  Executive  Officer of NL Industries,  Inc.
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

Exhibit C -  Certification  of Chief  Financial  Officer of NL Industries,  Inc.
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

                                       -1-
<PAGE>


                                    SIGNATURE


        Pursuant  to  the  requirements  of the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.


                                    NL INDUSTRIES, INC.
                                    RETIREMENT SAVINGS PLAN

                             By:    NL INDUSTRIES, INC.
                                    PENSION AND EMPLOYEE
                                    BENEFITS COMMITTEE,
                                    Administrator of
                                    NL Industries, Inc.
                                    Retirement Savings Plan


                             By:    /s/ Robert D. Hardy
                                    ---------------------------
                                    Robert D. Hardy
                                    Chairman, Pension and
                                    Employee Benefits Committee


June 26, 2003

                                      -2-

<PAGE>




                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN



                 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
                       WITH REPORT OF INDEPENDENT AUDITORS

                                December 31, 2002

                                     <PAGE>


                               NL INDUSTRIES INC.
                             RETIREMENT SAVINGS PLAN


                                      INDEX



                                                                         Page
                                                                         ----

Report of Independent Auditors                                            F-2

Financial Statements:
--------------------

 Statements of Net Assets Available for Benefits
  - December 31, 2002 and 2001                                            F-3

 Statement of Changes in Net Assets Available for Benefits
  - Year ended December 31, 2002                                          F-4

 Notes to Financial Statements                                        F-5 to F-9

Supplemental Schedule:
---------------------

 Schedule of Assets (Held at End of Year) - December 31, 2002            F-10

All other schedules are omitted because they are not applicable or not required.


                                      F-1
<PAGE>





                         REPORT OF INDEPENDENT AUDITORS


To the Participants and the Pension and Employee Benefits Committee of
NL Industries, Inc.:

        In our opinion, the accompanying  statements of net assets available for
benefits  and the  related  statement  of changes in net  assets  available  for
benefits present fairly, in all material respects,  the net assets available for
benefits of the NL  Industries,  Inc.  Retirement  Savings  Plan (the "Plan") at
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the year ended December 31, 2002 in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility  of the  Plan's  management;  our  responsibility  is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

        Our audits were  conducted  for the purpose of forming an opinion on the
basic financial  statements  taken as a whole.  The  supplemental  schedule,  as
listed on the  accompanying  index,  is presented  for the purpose of additional
analysis and is not a required  part of the basic  financial  statements  but is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.




                                                      PricewaterhouseCoopers LLP

Houston, Texas
June 20, 2003


                                      F-2
<PAGE>


                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN
                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                           December 31, 2002 and 2001

<TABLE>
<CAPTION>

                                                       2002             2001
                                                    -----------      -----------
                ASSETS
<S>                                                 <C>              <C>
Investments at fair value ....................      $21,199,959      $23,164,216
Employer contributions receivable ............          643,247          626,128
Cash .........................................           18,077              656
Loans to participants ........................           69,612           66,580
                                                    -----------      -----------

    Net assets available for benefits ........      $21,930,895      $23,857,580
                                                    ===========      ===========
</TABLE>



                 See accompanying notes to financial statements.
                                       F-3

<PAGE>


                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                          Year ended December 31, 2002


<TABLE>
<CAPTION>

                                                                       2002
                                                                   ------------

<S>                                                                <C>
Additions:
    Investment loss:
        Net depreciation in the fair value of investments .....    $ (1,788,931)
        Dividend income:
            NL Industries, Inc. ...............................         153,136
            Halliburton Company ...............................           3,218
            Tremont Corporation ...............................             381
            Other .............................................         102,407
        Interest income .......................................         605,422
                                                                   ------------

        Total investment loss .................................        (924,367)
                                                                   ------------

    Contributions:
       Participants ...........................................         662,646
       Employer ...............................................         643,247
                                                                   ------------

        Total contributions ...................................       1,305,893
                                                                   ------------

        Total increase ........................................         381,526

Deductions - distributions ....................................       2,308,211
                                                                   ------------

Net decrease ..................................................      (1,926,685)

Net assets available for benefits:
    Beginning of year .........................................      23,857,580
                                                                   ------------

    End of year ...............................................    $ 21,930,895
                                                                   ============
</TABLE>

                 See accompanying notes to financial statements.
                                       F-4


<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Summary of significant accounting policies:

        The financial  statements of the NL Industries,  Inc. Retirement Savings
Plan (the "Plan") have been prepared in accordance  with  accounting  principles
generally accepted in the United States of America ("GAAP").  The following is a
summary of the significant accounting policies followed by the Plan.

Investments

        Investments  are  recorded  at fair value  based upon the quoted  market
price reported on the last trading day of the period for those securities listed
on a  national  securities  exchange.  Listed  securities  for which no sale was
reported on that date are valued at the mean  between the last  reported bid and
ask prices. Short-term investments are stated at fair value.

        Purchases and sales of investments are reflected on a trade-date  basis.
Gains or  losses on sales of  securities  are based on  average  cost.  The Plan
presents in the  statements of changes in net assets  available for benefits the
net  appreciation  (depreciation)  in the fair  value of its  investments  which
consists of realized gains or losses and unrealized appreciation  (depreciation)
on investments.

Contributions

        Contributions  from  employees  are  recorded in the period the employer
makes payroll deductions from Plan participants. Employer contributions, if any,
are accrued by the end of each year and are received in the subsequent year.

Investment income

        Income (loss) from investments is recorded on an accrual basis. Dividend
income is recorded on the ex-dividend date.

Payment of benefits

        Benefits are recorded when paid.

Termination of Plan

        Although it has not expressed any intent to do so, NL  Industries,  Inc.
("NL")  has the  right  under  the  Plan  to  discontinue  contributions  and to
terminate the Plan at any time subject to  guidelines  set forth in the Employee
Retirement  Income  Security  Act of  1974  ("ERISA").  In the  event  of such a
discontinuance or termination of the Plan, all participants  become fully vested
and the net assets of the Plan would be  allocated to the Plan  participants  as
prescribed by the Plan document, ERISA, and the Internal Revenue Code.

                                       F-5


<PAGE>


Management's Estimates

        The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions,  when applicable,  that affect the
reported  amounts  of net  assets  available  for  benefits  at the  date of the
financial  statements,  the changes in net assets  available for benefits during
the reporting period and the disclosures of contingent assets and liabilities at
the date of the  financial  statements.  Actual  results could differ from those
estimates.

Risks and Uncertainties

        The Plan provides for various  investment  fund  options,  which include
common stocks,  common  collective  trusts and mutual funds and/or  combinations
thereof.  Investment  securities  are exposed to various risk  factors,  such as
interest  rates,  market  conditions  and  credit.  Due to  the  level  of  risk
associated  with  certain  investment  securities  and the level of  uncertainty
related  to  changes  in the  value  of  investment  securities,  it is at least
reasonably  possible  that changes in the values of investment  securities  will
occur  in  the  near  term  and  that  such  changes  could  materially   affect
participants'  account balances and the amounts reported in the Statement of Net
Assets Available for Benefits.

Note 2 - Plan description:

        The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete  description
of the Plan's provisions.

        The Plan's principal  objective is to provide  eligible  employees of NL
and certain U.S. subsidiaries (the "Company") with a convenient way to save on a
regular and long-term  basis.  The majority of the Company's U.S.  employees are
eligible to voluntarily  participate in the Plan after six months of employment.
At December 31, 2002, there were 80 active participants  (participants currently
employed by the Company) and 230 total  participants.  Active  participants  may
make basic  contributions  of between 0% and 8% of their eligible  compensation.
Basic  contributions  may  consist of a  combination  of pre-tax  and  after-tax
earnings.  Generally,  pre-tax  contributions  are excluded from the  employee's
taxable income until they are distributed.  Eligible employees that have elected
to make  the  maximum  basic  contribution  of 8% may also  make a  supplemental
pre-tax or after-tax contributions of between 1% and up to 92% of their eligible
compensation.  Pursuant to the Internal Revenue Code, pre-tax  contributions are
limited  to  $11,000  in 2002 and  total  employee  contributions  (pre-tax  and
after-tax) and employer  contributions are limited to $40,000 in 2002. Employees
age 50 or over may contribute an additional  pre-tax  contribution as a catch-up
contribution  ($1,000  annual  maximum  for 2002).  Catch-up  contributions  are
permitted  by Section 631 of the Economic  Growth and Tax Relief  Reconciliation
Act of 2001 ("EGTRRA").

        Also, in accordance with EGTRRA,  participants are limited in the amount
of salary reduction  contributions which they may make to the Plan under Section
402(g) of the Internal  Revenue Code.  Highly  compensated  participants  may be
required to adjust the amount of their contributions in order to permit the Plan
to satisfy the  nondiscrimination  requirements of Sections 401(k) and 401(m) of
the Internal Revenue Code.

        Participants  may direct the  investment  of their  balances  in various
funds  approved  by  the  Company's  Pension  and  Employee  Benefits  Committee
("PEBCO").  Participants may reallocate investments among the available funds on
a daily  basis,  except the common stock  funds.  Regarding  the NL common stock
fund, only one transfer per month may affect a participant's  account.  Prior to


                                      F-6
<PAGE>


the investment in one of the available funds,  contributions may be held as cash
and be temporarily invested in securities with maturities of less than one year,
issued or  guaranteed by the U.S.  government  or any agency or  instrumentality
thereof, or deposited in a bank savings account.

        On May 7, 2002,  NL's Board of  Directors  established  the  Pension and
Benefits  Committee  ("PBC") and named the PBC the fiduciary for the Plan. As of
that date,  PBC,  and not PEBCO,  selects and approves  funds for the Plan.  All
other statements in the preceding  paragraph  describing  participant rights and
temporary investments remain true.

        Employer  contributions  include  (i) a  match  equal  to a  portion  of
participants'  contributions,  (ii) an annual  contribution  of 4% of employees'
eligible  earnings,   and  (iii)  with  respect  to  certain   participants,   a
contribution  related to NL's  decision  to freeze its defined  benefit  plan in
1996. The Company's level of matching  contributions is determined  annually and
is based upon the attainment of certain  operating income target levels approved
by the  Management,  Development  and  Compensation  Committee  of the  Board of
Directors  of NL (the "MD&C  Committee").  The  Company  match  applies  only to
participants'  basic  contributions.  The  level of match  approved  by the MD&C
Committee  for  both  2002  and 2001 was  50%.  Employees  who are  eligible  to
participate  in the Plan  receive  an annual  contribution  to their  investment
accounts of 4% of their  eligible  compensation,  subject to IRS  limitations on
eligible  compensation,  which for 2002 was  $200,000.  The  Company  makes this
annual  contribution  for each  eligible  employee  regardless  of  whether  the
employee elects to otherwise participate in the Plan.

        The Company amended the Plan to meet the vesting  requirements of EGTRRA
effective  January 1, 2002. The new vesting schedule for participants  effective
January 1, 2002  allows for 20%  vesting  following  two years of  service,  50%
vesting  following three years of service,  75% vesting  following four years of
service,  and 100% vesting  following five years of service.  A participant with
less than two years of service is 0% vested in employer contributions.  Employer
contributions  are fully  vested  upon  death,  retirement,  or  disability,  as
provided in the Plan.

        Distributions  to employees may occur upon  termination or during active
service under prescribed circumstances.  Prior to April 2002 distributions could
be in the form of lump sums,  installments,  annuities, or combinations thereof,
or  distributions  of  employer  securities.  After  April  2002  only  lump sum
distributions are allowed under the Plan.

        A  participant  is able to borrow from  his/her  fund  account an amount
ranging from a minimum of $1,000 up to a maximum that is generally  equal to the
lesser  of  $50,000  or  50% of  his/her  vested  account  balance.  A  loan  is
collateralized by the balance in the participant's account and bears interest at
rates  commensurate  with local  prevailing  rates as determined  by PEBCO.  For
outstanding  loans at December  31, 2002 the rates  ranged from 5.75% to 10.50%.
Principal  and  interest  are repaid  ratably  over a two- to  five-year  period
through semimonthly payroll deductions.

        Forfeitures  of  employer  contributions  may  occur  if  a  participant
terminates  employment  prior to the full vesting  period or if a participant or
beneficiary,  to whom a distribution  is payable,  cannot be located within five
years of the date on which such distribution  became payable.  Amounts forfeited
are used in the  following  order:  (i) to restore the  accounts  of  reemployed
participants,  (ii) to restore the accounts of participants or beneficiaries who
apply  for  forfeited  benefits,  and (iii) to  reduce  employer  contributions.
Forfeitures  were  $9,740  in 2002 and  $18,245  in  2001.  The  balance  in the
forfeiture  account  was  $46,984  and  $34,962 at  December  31, 2002 and 2001,
respectively.

                                      F-7

<PAGE>

Note 3 - Related-party transactions:

        Certain Plan investments are shares of mutual funds or common collective
trusts managed by Merrill Lynch Trust Company ("Merrill Lynch" or "ML"). Merrill
Lynch  serves as trustee  for the Plan and,  therefore,  transactions  involving
these investments qualify as party-in-interest  transactions.  The Company bears
the responsibility of all administrative expenses of the Plan.

        Two of the available  fund options  invest in the common stock of NL and
Tremont Corporation  ("Tremont"),  both of which are considered related parties.
At  December  31,  2002  and  2001,  Tremont  held  approximately  21%  of  NL's
outstanding  common stock.  The activity in these  securities for the year ended
December 31, 2002 was as follows:
<TABLE>
<CAPTION>

                                                 Sales and
                                               distributions,   Realized
                                 Purchases        at cost        gain        Fair value
                                 ---------     --------------  ---------     ----------

<S>                                <C>           <C>           <C>           <C>
Year ended December 31, 2002:
    NL common stock .........      $158,573      $350,317      $  4,966      $830,804
    Tremont common stock ....           381           230           405        40,326

</TABLE>

        In February 2003 Valhi, Inc.  completed a series of merger  transactions
pursuant to which, among other things,  Tremont became a wholly owned subsidiary
of Valhi. Under these merger transactions, Valhi issued 3.4 shares of its common
stock (plus cash in lieu of  fractional  shares) in  exchange  for each share of
Tremont  common  stock  held  in  the  Plan's  investments.  The  Plan  received
approximately 4,600 shares of Valhi common stock in the merger transaction.  The
Plan reported an unrealized gain of approximately $11,000 in February 2003.

Note 4 - Tax status:

        The Plan, as amended,  is designed to constitute a qualified trust under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code");  as such the Plan is  exempt  from  federal  income  tax,  and  amounts
contributed  by the  Company  will  not be taxed to the  participant  until  the
participant receives a distribution from the Plan.

        The Plan has  received a favorable  determination  as of December  2002,
indicating it is a "Qualified  Plan" under the  requirements  of Sections 401(a)
and 401(k) of the Code. Accordingly, the Plan's trust is qualified for favorable
tax treatment.

                                      F-8

<PAGE>

Note 5 - Investments:

        The  following  presents  investments  that  represent 5% or more of the
Plan's net assets.
<TABLE>
<CAPTION>

                                                               December 31,
                                                       -------------------------
                                                          2002           2001
                                                       -----------   -----------

<S>                                                    <C>           <C>
Merrill Lynch Retirement Preservation Trust ........   $10,872,331   $10,775,772
Massachusetts Financial Services ("MFS") Value Fund      4,202,587     5,061,238
Merrill Lynch Equity Index Trust ...................     1,913,433     2,969,583
Oakmark International Fund .........................     1,266,657     1,578,762
Oppenheimer Capital Appreciation Fund ..............     1,042,941     1,250,354

</TABLE>


        Effective January 1, 2002, certain of the Plan's investment options were
no  longer  available  under  the  Plan and were  replaced  with new  investment
options. The balances in the funds no longer available were transferred into the
new funds on December 31, 2001.

        During  2002,  the Plan's net  appreciation  (depreciation)  in the fair
value of investments (including gains and losses on investments bought and sold,
as well as held during the year) was as follows:
<TABLE>
<CAPTION>

                                                                        2002
                                                                    -----------

<S>                                                                 <C>
Mutual funds ..........................................             $(1,328,296)
Common stock ..........................................                 127,277
Common collective trusts ..............................                (587,912)
                                                                    -----------

                                                                    $(1,788,931)
                                                                    ===========
</TABLE>

        The Plan's assets are invested  principally in investment  funds managed
by (i) Merrill Lynch, (ii) MFS, (iii) Oppenheimer Funds Distributor,  Inc., (iv)
Harris  Associates  Securities L.P., (v) Calvert Asset Management  Company,  and
(vi) State  Street  Research  Funds.  At December  31,  2002,  63% of the Plan's
investments  were  managed by Merrill  Lynch.  The Plan's  assets  also  include
investments in the common stock of NL, Halliburton  Company  ("Halliburton") and
Tremont. See Note 3.

                                      F-9

<PAGE>



                              SUPPLEMENTAL SCHEDULE


<PAGE>



                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)

                                December 31, 2002

                     Employer Identification No. 13-5267260

                                  Plan No. 003
<TABLE>
<CAPTION>

                                                                     Fair value
                                                                     -----------

<S>                                                                  <C>
* Merrill Lynch Equity Index Trust ..............................    $ 1,913,433

* Merrill Lynch U.S. Government Mortgage Fund - Class A shares
  (formerly Merrill Lynch Federal Securities Trust) .............        629,754

* Merrill Lynch Retirement Preservation Trust ...................     10,872,331

  Oppenheimer Capital Appreciation Fund .........................      1,042,941

  Oakmark International Fund - Class II shares ..................      1,266,657

  Oakmark Select Fund - Class II shares .........................         58,378

  MFS Mid-cap Growth Fund .......................................         30,455

  State Street Aurora Fund ......................................         82,918

  MFS New Discovery Fund - Class A shares .......................         19,623

  MFS Value Fund - Class A shares ...............................      4,202,587

  Calvert Income Fund ...........................................         88,461

* NL Stock Fund - common stock ..................................        830,804

  Halliburton/Tremont Stock Fund - common stock:
    Halliburton .................................................        121,291
  * Tremont .....................................................         40,326

* Loans to participants (5.5% - 10.50%) .........................         69,612

*  Cash, Merrill Lynch Trust Company, FSB .......................         18,077
                                                                     -----------

                                                                     $21,287,648
                                                                     ===========
</TABLE>

* Investment in a "Party-in-interest" entity, as defined by ERISA.

                                      F-10

<PAGE>

                                                                       EXHIBIT A




                         CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the:

(i)        Registration   Statement  No.   33-29287  on  Form  S-8  and  related
           Prospectus with respect to the 1989 Long Term  Performance  Incentive
           Plan of NL Industries, Inc.; and

(ii)       Registration   Statement  No.   33-25913  on  Form  S-8  and  related
           Prospectus with respect to the NL Industries, Inc. Retirement Savings
           Plan; and

(iii)      Registration   Statement  No.  333-65817  on  Form  S-8  and  related
           Prospectus  with respect to the NL  Industries,  Inc. 1998  Long-Term
           Incentive Plan; and

(iv)       Registration   Statement  No.   33-48145  on  Form  S-8  and  related
           Prospectus with respect to the NL Industries,  Inc. 1992 Non-Employee
           Directors Stock Option Plan.


of our report  dated June 20, 2003  relating  to the  financial  statements  and
supplemental  schedule of the NL Industries,  Inc. Retirement Savings Plan which
appears in this Form 11-K.







                                                      PricewaterhouseCoopers LLP


Houston, Texas
June 26, 2003

<PAGE>


                                                                       EXHIBIT B


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the Annual  Report of NL  Industries,  Inc.  (the  Company)
Retirement Savings Plan (the Plan) on Form 11-K for the year ending December 31,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  Report),  I, J. Landis  Martin,  Chief  Executive  Officer of the Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully  complies  with the  requirements  of section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the Plan.




/s/ J. Landis Martin
    -------------------------
    J. Landis Martin
      Chief Executive Officer

June 26, 2003

A signed  original of this  written  statement  required by Section 906 has been
provided to NL Industries,  Inc. and will be retained by NL Industries, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.



<PAGE>

                                                                       EXHIBIT C


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the Annual  Report of NL  Industries,  Inc.  (the  Company)
Retirement Savings Plan (the Plan) on Form 11-K for the year ending December 31,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  Report),  I,  Robert D. Hardy,  Chief  Financial  Officer of the  Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully  complies  with the  requirements  of section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the Plan.




/s/ Robert D. Hardy
    -------------------------
    Robert D. Hardy
      Chief Financial Officer

June 26, 2003

A signed  original of this  written  statement  required by Section 906 has been
provided to NL Industries,  Inc. and will be retained by NL Industries, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.