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

                                   FORM 8-K/A
                                (Amendment No. 1)

                                 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)
                               September 24, 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


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>


The  Registrant  hereby  amends Item 9.01 of this Current  Report on Form 8-K to
provide the financial  statements  required by Item 9.01(a) and Item 9.01(b) and
Exhibit 23.1.



Item 9.01 Financial Statements and Exhibits.


     (a) Financial statements of businesses acquired.

The  audited  consolidated  financial  statements  of CompX  International  Inc.
included in CompX's  Annual Report on Form 10-K for the year ended  December 31,
2003 (File No. 1-13905) are included herein as Exhibit 99.4.

The unaudited  consolidated  financial  statements of CompX  International  Inc.
included in CompX's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004 (File no. 1-13905) are included herein as Exhibit 99.6.

     (b) Pro forma financial information.

The  Unaudited  Pro Forma  Condensed  Consolidated  Financial  Statements  of NL
Industries, Inc. are included herein as Exhibit 99.5


     (c) Exhibits.

      Item No.      Exhibit Index
     ----------     -----------------------------------------------------------

       10.1*        Stock Purchase  Agreement  dated  September 24, 2004 between
                    Valhi, Inc. and Valcor, Inc., as sellers, and NL Industries,
                    Inc. as purchaser.  The  disclosure  schedule  attachment to
                    this  Exhibit  10.1 has not been filed;  upon  request,  the
                    registrant will furnish supplementally to the Securities and
                    Exchange Commission a copy of this attachment.

       10.2*        Promissory  Note dated  September  24, 2004 in the  original
                    principal amount of  $31,422,500.00  payable to the order of
                    NL Industries, Inc. and executed by Kronos Worldwide, Inc.


       23.1**       Consent of PricewaterhouseCoopers LLP.


<PAGE>


       99.1*        Promissory  Note dated  September  24, 2004 in the  original
                    principal amount of $162,500,000.00  payable to the order of
                    Valcor, Inc. and executed by Kronos Worldwide, Inc.

       99.2*        Promissory  Note dated  September  24, 2004 in the  original
                    principal  amount of  $6,077,500.00  payable to the order of
                    Valhi, Inc. and executed by Kronos Worldwide, Inc.

       99.3*        Press  release   jointly  issued  by  Valhi,   Inc.  and  NL
                    Industries, Inc. on September 24, 2004.

       99.4**       Audited   consolidated   financial   statements   of   CompX
                    International  Inc. -  incorporated  by reference to CompX's
                    Annual  Report on Form 10-K (File No.  1-13905) for the year
                    ended December 31, 2003.

       99.5**       Unaudited  Pro  Forma   Condensed   Consolidated   Financial
                    Statements of NL Industries, Inc.

       99.6**       Unaudited   consolidated   financial   statements  of  CompX
                    International  Inc. -  incorporated  by reference to CompX's
                    Quarterly  Report on Form 10-Q  (File No.  1-13905)  for the
                    quarter ended June 30, 2004.



*  Previously filed.

** Filed herewith.

<PAGE>


     (d) 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/ Gregory M. Swalwell
                                      ----------------------------
                                      Gregory M. Swalwell
                                      Vice President, Finance and
                                      Chief Financial Officer




Date:  October 27, 2004


<PAGE>


INDEX TO EXHIBITS

      Item No.      Exhibit Index
    ----------      -----------------------------------------------------------

      10.1*         Stock Purchase  Agreement  dated  September 24, 2004 between
                    Valhi, Inc. and Valcor, Inc., as sellers, and NL Industries,
                    Inc. as purchaser.  The  disclosure  schedule  attachment to
                    this  Exhibit  10.1 has not been filed;  upon  request,  the
                    registrant will furnish supplementally to the Securities and
                    Exchange Commission a copy of this attachment.

      10.2*         Promissory  Note dated  September  24, 2004 in the  original
                    principal amount of  $31,422,500.00  payable to the order of
                    NL Industries, Inc. and executed by Kronos Worldwide, Inc.


      23.1**        Consent of PricewaterhouseCoopers LLP.

      99.1*         Promissory  Note dated  September  24, 2004 in the  original
                    principal amount of $162,500,000.00  payable to the order of
                    Valcor, Inc. and executed by Kronos Worldwide, Inc.

      99.2*         Promissory  Note dated  September  24, 2004 in the  original
                    principal  amount of  $6,077,500.00  payable to the order of
                    Valhi, Inc. and executed by Kronos Worldwide, Inc.

      99.3*         Press  release   jointly  issued  by  Valhi,   Inc.  and  NL
                    Industries, Inc. on September 24, 2004.

      99.4**        Audited   consolidated   financial   statements   of   CompX
                    International  Inc. -  incorporated  by reference to CompX's
                    Annual  Report on Form 10-K (File No.  1-13905) for the year
                    ended December 31, 2003.

      99.5**        Unaudited  Pro  Forma   Condensed   Consolidated   Financial
                    Statements of NL Industries, Inc.

<PAGE>


      99.6**        Unaudited   consolidated   financial   statements  of  CompX
                    International  Inc. -  incorporated  by reference to CompX's
                    Quarterly  Report on Form 10-Q  (File No.  1-13905)  for the
                    quarter ended June 30, 2004.



*  Previously filed.

** Filed herewith.