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)
                                  May 24, 2006
                                ----------------

                               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))


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Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
          Appointment of Principal Officers.

     (b) On May 24, 2006,  Mr.  James W. Brown  ceased to hold the  positions of
vice  president and controller of the  registrant.  Mr. Brown has been appointed
vice president,  corporate finance for Titanium Metals  Corporation,  a publicly
held corporation related to the registrant ("TIMET").

     (c) On May 24,  2006,  Mr.  Tim C.  Hafer,  age 44, was  appointed  as vice
president  and  controller  of the  registrant  to serve at the  pleasure of the
registrant's board of directors.  From 2003 to May 24, 2006, Mr. Hafer served as
director - finance and control of the registrant and of Kronos Worldwide,  Inc.,
a publicly held corporation related to the registrant ("Kronos Worldwide"). From
prior to 2001 to 2003,  Mr. Hafer served as an  assistant  controller  of Valhi,
Inc.,  a publicly  held parent  corporation  of the  registrant  ("Valhi"),  and
Contran  Corporation,  a privately held parent  corporation  of the  registrant,
Kronos  Worldwide,  TIMET and Valhi  ("Contran").  Mr.  Hafer is an  employee of
Contran and  provides  his services to the  registrant  under an  intercorporate
services agreement between Contran and the registrant.  For a description of the
intercorporate services agreement,  see "Certain Relationships and Transactions"
in the registrant's 2006 proxy statement ("Proxy Statement") filed with the U.S.
Securities and Exchange Commission on April 17, 2006 (SEC File No. 1-640), which
description is incorporated herein by reference.

     On May 24,  2006,  Mr.  Hafer  was also  appointed  as vice  president  and
controller  of Kronos  Worldwide.  For a discussion  of  potential  conflicts of
interest  of  officers  who  serve  more  than  one  corporation,  see  "Certain
Relationships  and  Transactions"  in the Proxy  Statement,  which discussion is
incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

     The  registrant  hereby  furnishes the  information  set forth in its press
release  issued on May 24, 2006,  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 May 24, 2006 issued by the registrant.



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                                    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
                                   Secretary




Date:  May 26, 2006




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                                INDEX TO EXHIBITS


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

99.1          Press Release dated May 24, 2006 issued by the registrant.