UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 OR 15(d) of the Securities
                              Exchange Act of 1934

              Date of Report (Date of the earliest event reported)
                                October 21, 2004
                                ----------------

                               NL Industries, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

       New Jersey                 1-640                   13-5267260
   -------------------      ------------------          -----------------
    (State or other            (Commission               (IRS Employer
    jurisdiction of            File Number)              Identification
    incorporation)                                       No.)

 5430 LBJ Freeway, Suite 1700, Dallas, Texas                75240-2697
----------------------------------------------             ------------
  (Address of principal executive offices)                  (Zip Code)

               Registrant's telephone number, including area code
                                 (972) 233-1700
                                 --------------


         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]   Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12  under the  Exchange Act
        (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to  Rule 14d-2(b) under the
        Exchange Act (17  CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under  the
        Exchange Act (17  CFR  240.13e-4(c))


<PAGE>


Item 7.01      Regulation FD Disclosure.

     The  registrant  hereby  furnishes the  information  set forth in its press
release  issued on  October  21,  2004,  a copy of which is  attached  hereto as
Exhibit 99.1 and incorporated herein by reference.

     The information,  including the exhibit,  the registrant  furnishes in this
report is not deemed  "filed"  for  purposes  of  section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that  section.  Registration  statements  or  other  documents  filed  with  the
Securities and Exchange  Commission  shall not incorporate  this  information by
reference, except as otherwise expressly stated in such filing.

Item 9.01      Financial Statements and Exhibits.

     (c) Exhibits.

      Item No.   Exhibit Index
     ----------  --------------------------------------------------------------
        99.1     Press Release dated October 21, 2004 issued by the registrant.

<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       NL INDUSTRIES, INC.
                                       (Registrant)




                                       By:    /s/ A. Andrew R. Louis
                                              ----------------------------
                                              A. Andrew R.
                                              Louis Assistant
                                              Secretary


Date:  October 22, 2004


<PAGE>


                                INDEX TO EXHIBITS


     Exhibit No.  Description
     -----------  --------------------------------------------------------------

       99.1       Press Release dated October 21, 2004 issued by the registrant.