SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-K / A-1


[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 - For the fiscal year ended December 31, 2002

                                       OR

[ ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934

                          Commission file number 1-640

                               NL INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             New Jersey                                         13-5267260
--------------------------------------                     ---------------------
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                            Identification No.)

16825 Northchase Drive, Suite 1200, Houston, Texas             77060-2544
--------------------------------------------------         ---------------------
   (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:           (281) 423-3300
                                                           ---------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange on
    Title of each class                                   which registered
------------------------------                        --------------------------
Common stock ($.125 par value)                        New York Stock Exchange
                                                      Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.    Yes   X       No
                             -----        -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    X
            -----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).
Yes    X       No
     -----         -----

As of June 28, 2002,  48,831,984  shares of common stock were  outstanding.  The
aggregate  market  value  of the  8,345,399  shares  of  voting  stock  held  by
non-affiliates of the registrant at June 28, 2002 approximated $127 million.

There were 47,693,884 shares of common stock outstanding at March 12, 2003.

                      Documents incorporated by reference:

The  information  required by Part III is  incorporated  by  reference  from the
Registrant's  definitive  proxy  statement to be filed with the  Securities  and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.


<PAGE>


The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  2002 as set forth  below  and in the pages  attached
hereto:

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
           AND REPORTS ON FORM 8-K.
           ----------------------------------------

           Exhibit No. 99.1,  Annual Report of NL  Industries,  Inc.  Retirement
           Savings Plan on Form 11-K for the year ended December 31, 2002 (filed
           as an amendment to the  Registrant's  Annual  Report on Form 10-K for
           the year ended December 31, 2002).



<PAGE>


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                         NL INDUSTRIES, INC.
                                         -------------------
                                            (Registrant)



Dated:  June 26, 2003             By:    /s/ Robert D. Hardy
                                         ---------------------------------------
                                         Robert D. Hardy
                                         Vice President, Chief Financial Officer


<PAGE>




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Landis Martin, the Chief Executive Officer of NL Industries, Inc., certify
that:

(1)     I have reviewed  this annual  report on Form 10-K/A-1 of NL  Industries,
        Inc.;

(2)     Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report.

Date:   June 26, 2003


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






                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert D. Hardy, the Chief Financial Officer of NL Industries,  Inc., certify
that:

(1)     I have reviewed  this annual  report on Form 10-K/A-1 of NL  Industries,
        Inc.;

(2)     Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report.

Date:   June 26, 2003


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