As filed with the Securities and Exchange Commission on October 15, 1998
                                              Registration No. 333-______
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             --------------------

                                    FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             --------------------

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

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

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

                             --------------------

              NL INDUSTRIES, INC. 1998 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                             --------------------

                              David B. Garten, Esq.
                       16825 Northchase Drive, Suite 1200
                              Houston, Texas 77060
                                 (281) 423-3300
                       (Name, address and telephone number
                    including area code of agent for service)

                             --------------------
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                         CALCULATION OF REGISTRATION FEE

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                                     Proposed      Proposed
                                     maximum       maximum
      Title of          Amount       offering     aggregate
     Securities          to be      price per      offering       Amount of
       to be          registered     share           price       registration
     registered           (1)        (2)(3)         (2)(3)         fee (3)
-----------------    ------------  ------------  ------------    ------------

Common Stock, par
value $0.125 per
share                  5,000,000     $13.3125    $66,562,500      $19,635.94
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(1)   Pursuant to Rule 416,  additional shares of the registrant's common stock,
      par value $0.125 per share (the "Common Stock")  issuable  pursuant to the
      exercise  of awards  granted or to be  granted  under the plan in order to
      prevent dilution  resulting from any future stock split, stock dividend or
      similar  transaction are also being  registered  hereunder.  

(2)   Estimated solely for the purpose of calculating the registration fee.

(3)   Calculated pursuant to Rule 457(c) and (h). Accordingly,  the registration
      fee is based on  5,000,000  shares of Common  Stock  reserved for issuance
      under the plan, at a price per share of $13.3125,  which is the average of
      the highest and lowest  selling price per share of Common Stock on the New
      York Stock Exchange, Inc. on October 13, 1998.
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                                     PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


      Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  registration  statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  registrant  hereby  incorporates  by reference  in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

            (1) the  registrant's  Annual  Report  on Form 10-K  filed  with the
      Commission for the fiscal year ended December 31, 1997;

            (2) all other  reports  filed  pursuant to Section 13(a) or 15(d) of
      the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
      since December 31, 1997;

            (3) the description of the common stock, par value $0.125 per share,
      of the  registrant  (the  "Common  Stock")  set  forth  in a  registration
      statement  filed  under  Section 12 of the  Exchange  Act,  including  any
      amendment  or report filed for the purpose of updating  such  description;
      and

            (4) all  documents  filed  by the  registrant  with  the  Commission
      pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,
      subsequent to the date of this  registration  statement shall be deemed to
      be incorporated  herein by reference and to be a part hereof from the date
      of the filing of such  documents  until such time as there shall have been
      filed a  post-effective  amendment  that  indicates  that  all  securities
      offered hereby have been sold or that deregisters all securities remaining
      unsold at the time of such amendment.

Item 6.  Indemnification of Directors and Officers.


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      Sections  14A:2-7 and 14A:6-14 of the New Jersey Business  Corporation Act
(the "BCA") permit a New Jersey  corporation to limit the personal  liability of
its directors in accordance with the provisions set forth therein.

      Section 14A:3-5 of the New Jersey BCA contains  provisions  permitting New
Jersey  corporations to indemnify  corporate agents against expenses,  including
reasonable  costs,  disbursements and counsel fees, and amounts paid or incurred
in  satisfaction of  settlements,  judgments,  fines and penalties in connection
with any  proceeding  involving  the  corporate  agent by reason of his being or
having been such a corporate  agent,  other than a proceeding by or in the right
of the corporation.  The indemnification and advancement of expenses provided by
or granted  pursuant  to Section  14A:3-5  does not  exclude  any other  rights,
including the right to be indemnified  against liabilities and expenses incurred
in proceedings by or in the right of the corporation, to which a corporate agent
may be entitled under a certificate of incorporation, by-law, agreement, vote of
shareholders, or otherwise, provided that no indemnification shall be made to or
on behalf of a corporate agent if a judgment or other final adjudication adverse
to the corporate agent establishes that his acts or omissions (a) were in breach
of his duty of loyalty to the corporation or its  shareholders,  (b) were not in
good faith or involved a knowing  violation of law or (c) resulted in receipt by
the  corporate  agent  of  an  improper  personal  benefit.  Indemnification  as
described  above shall only be granted in a specific  case upon a  determination
that indemnification is proper in the circumstances  because the corporate agent
has met the applicable standard of conduct. Such determination shall be made (a)
by the board of directors or a committee thereof, acting by a majority vote of a
quorum  consisting of directors who are not parties to or otherwise  involved in
such proceeding,  (b) if such a quorum is not obtainable,  or even if obtainable
and such quorum of the board of directors or committee by a majority vote of the
disinterested  directors so directs,  by independent legal counsel, in a written
opinion, such counsel to be designated by the board of directors;  or (c) by the
shareholders of the corporation.  Notwithstanding  the foregoing,  to the extent
that a corporate agent has been successful on the merits or otherwise in defense
of any action,  suit or proceeding  referred to in  Subsections  14A:3-5(2)  and
14A:3-5(3),  or in defense of any claim,  issue or matter  therein,  he shall be
indemnified  against  reasonable  costs,   disbursements  and  counsel  fees  in
connection therewith.

      The  by-laws  of  the  registrant  provide  for   indemnification  of  its
directors,  officers,  trustees,  employees  or  agents  to the  

                                      II-2

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fullest extent  permitted by law against  expenses and liabilities in connection
with any proceeding  involving them by reason of their being or having been such
director, officer, trustee, employee or agent.

Item 8.  Exhibits.

      Reference  is made to the  Exhibit  Index that  immediately  precedes  the
exhibits filed with this Registration Statement.

Item 9.  Undertakings.

      A.    The undersigned registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement to include
      any  material  information  with respect to the plan of  distribution  not
      previously disclosed in the registration  statement or any material change
      to such information in the registration statement;

            (2) that,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof; and

            (3)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities being registered that remain unsold at the
      termination of the offering.

      B. The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  

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indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                      II-4

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                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Houston, Texas, on October 15, 1998:

                                       NL INDUSTRIES, INC.




                                       By:   /s/ Dennis G. Newkirk
                                             Vice President & Controller


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitutes  and appoints  Dennis G. Newkirk and David B. Garten,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement, and to file the same
with all exhibits,  thereto, and all documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents  or  either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.


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      Pursuant to the  requirements  of the  Securities  Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated:

            Signature                         Title                     Date
            ---------                         -----                     ----

/s/ Harold C. Simmons             Chairman of the Board and     October 15, 1998
---------------------             Director (Principal
Harold C. Simmons                 Executive Officer)



/s/ J. Landis Martin              President and Chief           October 15, 1998
---------------------             Executive Officer and
J. Landis Martin                    Director



/s/ Susan E. Alderton             Vice President, Chief         October 15, 1998
---------------------             Financial Officer and
Susan E. Alderson                 Treasurer  (Principal
                                  Financial Officer)


/s/ Joseph S. Compofelice         Director                      October 15, 1998
-------------------------
Joseph S. Compofelice




/s/ Dennis G. Newkirk             Vice President and            October 15, 1998
---------------------             Controller (Principal
Dennis G. Newkirk                 Accounting Officer)


/s/ Dr. Lawrence A. Wigdor        Executive Vice President      October 15, 1998
--------------------------        and Director
Dr. Lawrence A. Wigdor


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                                INDEX TO EXHIBITS

   Exhibit                         Description of Exhibit
   -------                         ----------------------

    4.1       Amended and Restated  Certificate of Incorporation  dated June 28,
              1990  (incorporated  by reference to Exhibit 1 to the Registrant's
              Proxy  Statement  on Schedule  14A for the annual  meeting held on
              June 28, 1990).

    4.2       By-laws of the Registrant,  as amended June 28, 1990 (incorporated
              by reference to Exhibit 3.1 to the  Registrant's  Annual Report on
              Form 10-K for the year ended December 31, 1990).

    4.3       NL Industries, Inc. 1998 Long-Term Incentive Plan (incorporated by
              reference to Registrant's  Proxy Statement on Schedule 14A for the
              annual meeting held on May 6, 1998).

    5.1*      Opinion of Bartlit Beck Herman Palenchar & Scott

   23.1       Consent of Bartlit  Beck  Herman  Palenchar & Scott  (included  in
              opinion filed as Exhibit 5.1).

   23.2*      Consent of PricewaterhouseCoopers L.L.P.

   24.1       Power  of  Attorney  (see  the  initial  signature  page  of  this
              registration statement).

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*     Filed herewith.