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 (Fee Required) - For the fiscal year ended December 31, 1995

                                       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       
    (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:   (713) 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 Stock 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  

As of February 29, 1996, 51,093,118 shares of common stock were outstanding. 
The aggregate market value of the 14,571,028 shares of voting stock held by
nonaffiliates as of such date approximated $202 million.

                      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.

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, 1995 as set forth below and in the pages attached
hereto:

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements and schedules listed by the
         Registrant on the accompanying Index of Financial Statements and
         Schedules (see page F-1).

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
         AND REPORTS ON FORM 8-K.               

         The consolidated financial statements and schedules listed by the
         Registrant on the accompanying Index of Financial Statements and
         Schedules (see page F-1).

     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:  March 5, 1996              By:  /s/ Dennis G. Newkirk         
                                        Dennis G. Newkirk
                                         Vice President
                                         and Controller



                               NL INDUSTRIES, INC.

                           ANNUAL REPORT ON FORM 10-K

                            Items 8, 14(a) and 14(d)

                   Index of Financial Statements and Schedules



Financial Statements                                                Pages

  Report of Independent Accountants                              F-2

  Consolidated Balance Sheets - December 31, 1994 and 1995       F-3 / F-4

  Consolidated Statements of Operations - Years ended
   December 31, 1993, 1994 and 1995                              F-5 / F-6

  Consolidated Statements of Shareholders' Deficit - Years
   ended December 31, 1993, 1994 and 1995                        F-7

  Consolidated Statements of Cash Flows - Years ended
   December 31, 1993, 1994 and 1995                              F-8 / F-10

  Notes to Consolidated Financial Statements                     F-11 / F-36


Financial Statement Schedules

  Report of Independent Accountants                              S-1

  Schedule I - Condensed financial information of Registrant     S-2 / S-7

  Schedule II - Valuation and qualifying accounts                S-8






                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and Board of Directors of NL Industries, Inc.:

     We have audited the accompanying consolidated balance sheets of NL
Industries, Inc. as of December 31, 1994 and 1995, and the related consolidated
statements of operations, shareholders' deficit, and cash flows for each of the
three years in the period ended December 31, 1995.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of NL Industries,
Inc. as of December 31, 1994 and 1995, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.

     As discussed in Notes 2 and 19 to the consolidated financial statements, in
1993 the Company changed its method of accounting for certain investments in
debt and equity securities in accordance with Statement of Financial Accounting
Standards No. 115.  





                              COOPERS & LYBRAND L.L.P.

Houston, Texas
February 8, 1996

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 1994 and 1995

                      (In thousands, except per share data)


<TABLE>
<CAPTION>
              ASSETS
                                                                                1994               1995

<S>                                                                             <C>               <C>
Current assets:
  Cash and cash equivalents                                                     $  131,124        $  141,333
  Marketable securities                                                             25,165              -   
  Accounts and notes receivable, less allowance
   of $3,749 and $4,039                                                            137,753           147,428
  Refundable income taxes                                                            1,162             4,941
  Inventories                                                                      185,173           251,630
  Prepaid expenses                                                                   3,878             3,217
  Deferred income taxes                                                              2,177             2,522

      Total current assets                                                         486,432           551,071


Other assets:
  Marketable securities                                                             21,329            20,944
  Investment in joint ventures                                                     187,480           185,893
  Prepaid pension cost                                                              19,329            22,576
  Deferred income taxes                                                              2,746               788
  Other                                                                             37,267            31,165

      Total other assets                                                           268,151           261,366


Property and equipment:
  Land                                                                              20,665            22,902
  Buildings                                                                        147,370           166,349
  Machinery and equipment                                                          582,138           648,458
  Mining properties                                                                 87,035            97,190
  Construction in progress                                                           9,579            11,187
                                                                                   846,787           946,086

  Less accumulated depreciation and depletion                                      438,960           486,870

      Net property and equipment                                                   407,827           459,216


                                                                                $1,162,410        $1,271,653
</TABLE>
                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                           December 31, 1994 and 1995

                      (In thousands, except per share data)


<TABLE>
<CAPTION>
   LIABILITIES AND SHAREHOLDERS' DEFICIT
                                                                                1994               1995

<S>                                                                             <C>               <C> 
Current liabilities:
  Notes payable                                                                 $     -           $   39,247
  Current maturities of long-term debt                                              42,887            43,369
  Accounts payable and accrued liabilities                                         168,327           165,985
  Payable to affiliates                                                             11,348            10,181
  Income taxes                                                                      20,762            40,088
  Deferred income taxes                                                              1,590             3,555

      Total current liabilities                                                    244,914           302,425

Noncurrent liabilities:
  Long-term debt                                                                   746,762           740,334
  Deferred income taxes                                                            178,332           157,192
  Accrued pension cost                                                              76,242            69,311
  Accrued postretirement benefits cost                                              65,299            60,235
  Other                                                                            141,518           148,511

      Total noncurrent liabilities                                               1,208,153         1,175,583

Minority interest                                                                    2,425             3,066

Shareholders' deficit:
  Preferred stock - 5,000 shares authorized, 
   no shares issued or outstanding                                                    -                 -   
  Common stock - $.125 par value; 150,000 shares
   authorized; 66,839 shares issued                                                  8,355             8,355
  Additional paid-in capital                                                       759,281           759,281
  Adjustments:
    Currency translation                                                          (125,494)         (126,934)
    Pension liabilities                                                             (1,635)           (1,908)
    Marketable securities                                                              (12)             (525)
  Accumulated deficit                                                             (567,041)         (481,432)
  Treasury stock, at cost (15,787 and 15,748
   shares)                                                                        (366,536)         (366,258)

      Total shareholders' deficit                                                 (293,082)         (209,421)

                                                                                $1,162,410        $1,271,653
Commitments and contingencies (Notes 13 and 18)
</TABLE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  Years ended December 31, 1993, 1994 and 1995

                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                               1993              1994              1995

<S>                                                            <C>                <C>             <C>
Revenues and other income:
  Net sales                                                    $ 805,323          $887,954        $1,023,939
  Other, net                                                      22,084            44,828            22,241

                                                                 827,407           932,782         1,046,180

Costs and expenses:
  Cost of sales                                                  612,367           649,745           676,184
  Selling, general and administrative                            185,689           212,516           189,477
  Interest                                                        99,119            83,926            81,617

                                                                 897,175           946,187           947,278
    Income (loss) before income taxes,
     minority interest, extraordinary
     item and cumulative effect of
     change in accounting principle                              (69,768)          (13,405)           98,902

Income tax expense                                                12,713             9,734            12,671

    Income (loss) before minority
     interest, extraordinary item and
     cumulative effect of change in
     accounting principle                                        (82,481)          (23,139)           86,231

Minority interest                                                    730               843               622

    Income (loss) before extraordinary
     item and cumulative effect of
     change in accounting principle                              (83,211)          (23,982)           85,609

Extraordinary item                                               (27,815)             -                 -   
Cumulative effect of change in
 accounting principle                                              1,217              -                 -   

     Net income (loss)                                         $(109,809)         $(23,982)       $   85,609
</TABLE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

                  Years ended December 31, 1993, 1994 and 1995

                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                             1993        1994         1995

<S>                                                                          <C>          <C>         <C>
Income (loss) per share of common stock:
  Before extraordinary item and cumulative 
   effect of change in accounting principle                                  $(1.63)      $ (.47)     $ 1.66
  Extraordinary item                                                           (.55)         -           -  
  Cumulative effect of change in accounting
   principle                                                                    .02          -           -  

    Net income (loss)                                                        $(2.16)      $ (.47)     $ 1.66

Weighted average common shares outstanding                                   50,890       51,022      51,512
</TABLE>

                                   NL INDUSTRIES, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

                               Years ended December 31, 1993, 1994 and 1995

                                              (In thousands)
<TABLE>
<CAPTION>


                                                          Additional                     Adjustments               
                                              Common        paid-in       Currency        Pension       Marketable
                                               stock        capital      translation    liabilities     securities 

<S>                                          <C>           <C>            <C>               <C>             <C>
Balance at December 31, 1992                 $8,355        $759,281       $(111,820)        $  -            $  (896)

Net loss                                       -               -               -               -               -   
Adjustments                                    -               -             (3,983)         (3,442)            (51)
Cumulative effect of change in
 accounting principle                          -               -               -               -             (1,217)

Balance at December 31, 1993                  8,355         759,281        (115,803)         (3,442)         (2,164)

Net loss                                       -               -               -               -               -   
Treasury stock reissued                        -               -               -               -               -   
Adjustments                                    -               -             (9,691)          1,807           2,152

Balance at December 31, 1994                  8,355         759,281        (125,494)         (1,635)            (12)

Net income                                     -               -               -               -               -   
Treasury stock reissued                        -               -               -               -               -   
Adjustments                                    -               -             (1,440)           (273)           (513)

Balance at December 31, 1995                 $8,355        $759,281       $(126,934)        $(1,908)        $  (525)
</TABLE>
<TABLE>
<CAPTION>


                                             Accumulated      Treasury
                                               deficit          stock          Total    

<S>                                          <C>             <C>             <C>
Balance at December 31, 1992                 $(433,250)      $(367,963)      $(146,293)

Net loss                                      (109,809)           -           (109,809)
Adjustments                                       -               -             (7,476)
Cumulative effect of change in
 accounting principle                             -               -             (1,217)

Balance at December 31, 1993                  (543,059)       (367,963)       (264,795)

Net loss                                       (23,982)           -            (23,982)
Treasury stock reissued                           -              1,427           1,427
Adjustments                                       -               -             (5,732)

Balance at December 31, 1994                  (567,041)       (366,536)       (293,082)

Net income                                      85,609            -             85,609
Treasury stock reissued                           -                278             278
Adjustments                                       -               -             (2,226)

Balance at December 31, 1995                 $(481,432)      $(366,258)      $(209,421)
</TABLE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)
<TABLE>
<CAPTION>


                                                                1993             1994              1995

<S>                                                            <C>                <C>               <C>
Cash flows from operating activities:
  Net income (loss)                                            $(109,809)         $(23,982)         $ 85,609
  Depreciation, depletion and
   amortization                                                   46,340            34,592            38,989
  Noncash interest expense                                         8,309            18,071            19,396
  Deferred income taxes                                             (670)           11,907           (29,248)
  Cumulative effect of change in
   accounting principle                                           (1,217)             -                 -   
  Minority interest                                                  730               843               622
  Net (gains) losses from:
    Securities transactions                                       (4,363)            1,220            (1,175)
    Disposition of property and
     equipment                                                       199             1,981             2,713
  Pension cost, net                                               (2,134)           (2,753)           (7,248)
  Other postretirement benefits, net                              (2,422)           (3,437)           (4,169)
  Other, net                                                      (1,349)               68              (477)

                                                                 (66,386)           38,510           105,012

  Change in assets and liabilities:
    Accounts and notes receivable                                 (1,291)          (13,152)           (1,483)
    Inventories                                                   12,166            17,778           (57,378)
    Prepaid expenses                                                (472)            3,221             1,148
    Accounts payable and accrued
     liabilities                                                  (4,132)          (17,343)          (17,700)
    Income taxes                                                   1,507           109,243            14,861
    Accounts with affiliates                                       5,426            (2,024)           (4,059)
    Other noncurrent assets                                        8,844             2,219             1,587
    Other noncurrent liabilities                                  37,069            28,706             3,233
    Marketable trading securities:
      Purchases                                                     -                 (870)             (762)
      Dispositions                                                  -               15,530            27,102


    Net cash provided (used) by
     operating activities                                         (7,269)          181,818            71,561
</TABLE>


                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                             1993               1994               1995

<S>                                                          <C>                 <C>                <C>
Cash flows from investing activities:
  Capital expenditures                                       $ (47,986)          $ (36,931)         $(64,196)
  Marketable securities:
    Purchases                                                  (11,053)               -                 -   
    Dispositions                                                79,398                -                 -   
  Proceeds from disposition of
   property and equipment                                      175,537                 598               182
  Investment in joint ventures, net                            (14,405)              3,133             1,793
  Loans to affiliates                                             (210)               -                 -   
  Other, net                                                       670                 362              -   

      Net cash provided (used) by
       investing activities                                    181,951             (32,838)          (62,221)

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                 452,694              44,490            57,556
    Principal payments                                        (607,417)           (175,886)          (61,128)
  Other, net                                                      (613)               (742)              264

      Net cash used by financing
       activities                                             (155,336)           (132,138)           (3,308)

      Net change during the year from 
       operating, investing and
       financing activities                                  $  19,346           $  16,842          $  6,032
</TABLE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                   1993            1994             1995

<S>                                                                <C>            <C>               <C>
Cash and cash equivalents:
  Net change during the year from:
    Operating, investing and financing
     activities                                                    $ 19,346       $  16,842         $  6,032
    Currency translation                                                (86)          7,689            4,177

                                                                     19,260          24,531           10,209
  Balance at beginning of year                                       87,333         106,593          131,124


  Balance at end of year                                           $106,593       $ 131,124         $141,333

Supplemental disclosures - cash paid 
 (received) for:
  Interest, net of amounts capitalized                             $ 91,576       $  66,801         $ 62,078
  Income taxes, net                                                  11,897        (111,418)          27,965
</TABLE>




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:

     NL Industries, Inc. conducts its operations primarily through its wholly-
owned subsidiaries, Kronos, Inc. (titanium dioxide pigments or "TiO2") and
Rheox, Inc. (specialty chemicals).

     Valhi, Inc. and Tremont Corporation, each affiliates of Contran
Corporation, hold 54% and 18%, respectively, of NL's outstanding common stock. 
Contran holds, directly or through subsidiaries, approximately 91% of Valhi's
and 44% of Tremont's outstanding common stock.  Substantially all of Contran's
outstanding voting stock is held by trusts established for the benefit of the
children and grandchildren of Harold C. Simmons, of which Mr. Simmons is the
sole trustee.  Mr. Simmons, the Chairman of the Board of NL and the Chairman of
the Board, President, and Chief Executive Officer of Contran and Valhi and a
director of Tremont, may be deemed to control each of such companies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of consolidation and management's estimates

     The accompanying consolidated financial statements include the accounts of
NL and its majority-owned subsidiaries (collectively, the "Company").  All
material intercompany accounts and balances have been eliminated.  Certain prior
year amounts have been reclassified to conform to the current year presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amount of revenues and expenses during the reporting period. 
Ultimate actual results may in some instances differ from previously estimated
amounts.

Translation of foreign currencies

     Assets and liabilities of subsidiaries whose functional currency is deemed
to be other than the U.S. dollar are translated at year-end rates of exchange
and revenues and expenses are translated at weighted average exchange rates
prevailing during the year.  Resulting translation adjustments and the related
income tax effects are accumulated in the currency translation adjustment 
component of shareholders' deficit.  Currency transaction gains and losses are
recognized in income currently.

Cash and cash equivalents

     Cash equivalents include U.S. Treasury securities purchased under short-
term agreements to resell, bank deposits, and government and commercial notes
and bills with original maturities of three months or less.  Cash and cash
equivalents includes $16 million and $10 million at December 31, 1994 and 1995,
respectively, which are restricted for letters of credit and certain
indebtedness agreements.

Marketable securities and securities transactions

     Marketable securities are classified as either "available-for-sale" or
"trading" and are carried at market based on quoted market prices.  Unrealized
gains and losses on trading securities are recognized in income currently. 
Unrealized gains and losses on available-for-sale securities, and the related
deferred income tax effects, are accumulated in the marketable securities
adjustment component of shareholders' deficit.  See Note 4.  Realized gains or
losses are computed based on specific identification of the securities sold.

     Prior to the adoption of Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" as of December 31, 1993, marketable securities were generally
carried at the lower of aggregate market or amortized cost and unrealized net
gains were not recognized.

Inventories 

     Inventories are stated at the lower of cost (principally average cost) or
market.  Amounts are removed from inventories at average cost.

Investment in joint ventures

     Investments in 20% to 50%-owned entities are accounted for by the equity
method.

Intangible assets

     Intangible assets, included in other noncurrent assets, are amortized by
the straight-line method over the periods expected to be benefitted, not
exceeding ten years.

Property, equipment, depreciation and depletion

     Property  and  equipment are  stated at  cost.   Interest costs  related to
major, long-term capital projects are capitalized as a component of construction
costs.  Maintenance, repairs and minor renewals are expensed; major improvements
are capitalized.

     Depreciation is  computed principally by the straight-line  method over the
estimated useful lives of  ten to forty years for buildings  and three to twenty
years for  machinery and equipment.  Depletion  of mining properties is computed
by the unit-of-production and straight-line methods.  

Long-term debt

     Long-term  debt  is  stated  net of  unamortized  original  issue  discount
("OID").  OID is amortized over the period during which interest is not paid and
deferred financing  costs are amortized over  the life of  the applicable issue,
both by the interest method.

Employee benefit plans

     Accounting  and funding  policies for  retirement plans  and postretirement
benefits other than pensions ("OPEB") are described in Note 11.

Net sales

     Sales are recognized as products are shipped.

Income taxes

     Deferred  income tax assets and liabilities are recognized for the expected
future  tax consequences  of temporary  differences between  the income  tax and
financial  reporting  carrying  amounts  of assets  and  liabilities,  including
investments in subsidiaries  and unconsolidated affiliates  not included in  the
Company's U.S. tax group (the "NL Tax Group").

Income (loss) per share of common stock

     Income (loss)  per share of common  stock is based on  the weighted average
number  of common shares and equivalents outstanding.  Common stock equivalents,
consisting of nonqualified stock options, are excluded from the computation when
their effect is antidilutive.

NOTE 3 - BUSINESS AND GEOGRAPHIC SEGMENTS:

     The  Company's operations  are  conducted in  two  business segments - TiO2
conducted  by Kronos  and  specialty chemicals  conducted  by Rheox.    Titanium
dioxide pigments  are used to impart whiteness, brightness and opacity to a wide
variety of products,  including paints,  plastics, paper,  fibers and  ceramics.
Specialty chemicals  include rheological additives  which control  the flow  and
leveling characteristics  of  a variety  of  products, including  paints,  inks,
lubricants, sealants, adhesives and cosmetics.  General corporate assets consist
principally  of cash, cash equivalents  and marketable securities.   At December
31, 1994  and  1995,  the  net  assets  of  non-U.S.  subsidiaries  included  in
consolidated net assets approximated $72 million and $121 million, respectively.
<TABLE>
<CAPTION>
                                                                         Years ended December 31,     
                                                                 1993             1994             1995
                                                                             (In thousands)

<S>                                                             <C>              <C>              <C>
Business segments

  Net sales:
    Kronos                                                      $ 697,048        $ 770,077        $  894,149
    Rheox                                                         108,275          117,877           129,790

                                                                $ 805,323        $ 887,954        $1,023,939

  Operating income:
    Kronos                                                      $  36,146        $  80,515        $  161,175
    Rheox                                                          26,254           30,837            38,544

                                                                   62,400          111,352           199,719

  General corporate income (expense):
    Securities earnings                                             8,467            3,855             7,419
    Expenses, net                                                 (41,516)         (44,686)          (26,619)
    Interest expense                                              (99,119)         (83,926)          (81,617)

                                                                $ (69,768)       $ (13,405)       $   98,902

  Capital expenditures:
    Kronos                                                      $  46,913        $  34,522        $   60,699
    Rheox                                                           1,069            2,283             3,464
    General corporate                                                   4              126                33

                                                                $  47,986        $  36,931        $   64,196

  Depreciation, depletion and
   amortization:
    Kronos                                                      $  42,877        $  31,156        $   35,706
    Rheox                                                           3,176            3,153             3,089
    General corporate                                                 287              283               194

                                                                $  46,340        $  34,592        $   38,989

Geographic areas

  Net sales - point of origin:
    United States                                               $ 270,288        $ 303,475        $  339,568
    Europe                                                        519,064          587,291           703,206
    Canada                                                        132,930          122,957           139,341
    Eliminations                                                 (116,959)        (125,769)         (158,176)

                                                                $ 805,323        $ 887,954        $1,023,939

  Net sales - point of destination:
    United States                                               $ 217,892        $ 238,568        $  258,850
    Europe                                                        418,072          468,915           580,794
    Canada                                                         76,078           64,374            60,472
    Other                                                          93,281          116,097           123,823

                                                                $ 805,323        $ 887,954        $1,023,939

  Operating income:
    United States                                               $  20,981        $  49,358        $   75,650
    Europe                                                         19,658           50,273           103,096
    Canada                                                         21,761           11,721            20,973

                                                                $  62,400        $ 111,352        $  199,719
</TABLE>
<TABLE>
<CAPTION>

                                                                               December 31,           
                                                                 1993              1994             1995
                                                                             (In thousands)

<S>                                                            <C>               <C>              <C>
Identifiable assets

  Business segments:
    Kronos                                                     $1,008,453        $  950,200       $1,063,369
    Rheox                                                          75,362            83,176           83,620
    General corporate                                             122,734           129,034          124,664

                                                               $1,206,549        $1,162,410       $1,271,653

  Geographic segments:
    United States                                              $  326,831        $  308,017       $  311,374
    Europe                                                        622,826           594,921          690,353
    Canada                                                        134,158           130,438          145,262
    General corporate                                             122,734           129,034          124,664

                                                               $1,206,549        $1,162,410       $1,271,653
</TABLE>

NOTE 4 - MARKETABLE SECURITIES AND SECURITIES TRANSACTIONS:
<TABLE>
<CAPTION>
                                                                                     December 31,     
                                                                            1994                1995
                                                                                    (In thousands)

<S>                                                                             <C>                <C>
Trading securities - current U.S. Treasury
 securities:
  Unrealized losses                                                             $(1,124)           $  -   
  Cost                                                                           26,289               -   

      Aggregate market                                                          $25,165            $  -   

Available-for-sale securities - noncurrent
 marketable equity securities:
  Unrealized gains                                                              $ 3,357            $ 1,962
  Unrealized losses                                                              (3,374)            (2,770)
  Cost                                                                           21,346             21,752


      Aggregate market                                                          $21,329            $20,944

</TABLE>

     Net gains and losses from trading securities are composed of:
<TABLE>
<CAPTION>
                                                                       Years ended December 31,     
                                                              1993               1994              1995
                                                                            (In thousands)

<S>                                                             <C>             <C>                 <C>
Unrealized gains (losses)                                       $3,520          $(1,177)            $1,125
Realized gains (losses)                                            843              (43)                50

                                                                $4,363          $(1,220)            $1,175
</TABLE>
NOTE 5 - INVENTORIES:
<TABLE>
<CAPTION>
                                                                                    December 31,   
                                                                                    1994            1995
                                                                                       (In thousands)

<S>                                                                                 <C>             <C>
Raw materials                                                                       $ 30,118        $ 35,075
Work in process                                                                        7,655           9,132
Finished products                                                                    112,410         172,330
Supplies                                                                              34,990          35,093

                                                                                    $185,173        $251,630
</TABLE>

NOTE 6 - INVESTMENT IN JOINT VENTURES:
<TABLE>
<CAPTION>
                                                                                  December 31,    
                                                                                  1994             1995
                                                                                      (In thousands)

<S>                                                                               <C>               <C>
TiO2 manufacturing joint venture                                                  $185,122          $183,129
Other                                                                                2,358             2,764

                                                                                  $187,480          $185,893
</TABLE>
     In October 1993, Kronos Louisiana, Inc. ("KLA"),  a wholly-owned subsidiary
of Kronos, formed a manufacturing joint venture, Louisiana Pigment Company, L.P.
("LPC"),  with Tioxide  Group,  Ltd.,  a  wholly-owned  subsidiary  of  Imperial
Chemicals Industries PLC ("Tioxide").  LPC, which is equally owned by KLA  and a
subsidiary of  Tioxide, owns  and operates the Louisiana  chloride process  TiO2
plant formerly owned by KLA.   LPC has long-term debt that is  collateralized by
the partnership interests of the partners and substantially all of the assets of
LPC.   The  long-term debt consists  of two  tranches, one  attributable to each
partner, and  each tranche is serviced  through (i) the purchase  of the plant's
TiO2  output  in  equal  quantities  by  the  partners  and  (ii)  cash  capital
contributions.   KLA is required to  purchase one-half of  the TiO2  produced by
LPC.   KLA's tranche of LPC's  debt is reflected as  outstanding indebtedness of
the  Company because Kronos has  guaranteed the purchase  obligation relative to
the debt service of its tranche.  See Note 10.

     LPC  is intended  to be  operated on a  break-even basis  and, accordingly,
Kronos' transfer price for its  share of the TiO2 produced is equal to its share
of LPC's production costs and interest expense.  Kronos' share of the production
costs are  reported as cost of  sales as the related  TiO2 acquired from  LPC is
sold,  and its  share of  the interest  expense  is reported  as a  component of
interest expense.

     Summary balance sheets of LPC are shown below.
<TABLE>
<CAPTION>
                                                                                       December 31,    

                                                                                 1994              1995
           ASSETS                                                                    (In thousands)

<S>                                                                               <C>               <C>
Current assets                                                                    $ 38,027          $ 49,398
Other assets                                                                         1,969             1,553
Property and equipment, net                                                        344,806           335,254

                                                                                  $384,802          $386,205

   LIABILITIES AND PARTNERS' EQUITY

Long-term debt, including current portion:
  Kronos tranche                                                                  $ 88,715          $ 73,286
  Tioxide tranche                                                                   81,000            59,400
Other liabilities, primarily current                                                12,330            17,719
                                                                                   182,045           150,405

Partners' equity                                                                   202,757           235,800

                                                                                  $384,802          $386,205
</TABLE>
     Summary income statements of LPC are shown below.
<TABLE>
<CAPTION>
                                                 Period from
                                               October 18, 1993
                                                to December 31,          Years ended December 31,
                                                     1993                   1994               1995   
                                                                        (In thousands)

<S>                                                        <C>                <C>                <C>
Revenues and other income:
  Kronos                                                   $12,713            $ 70,492           $ 76,365
  Tioxide                                                   12,617              67,218             75,241
  Interest income                                               72                 462                653

                                                            25,402             138,172            152,259
Cost and expenses:
  Cost of sales                                             22,803             126,972            140,103
  General and administrative                                   443                 572                385
  Interest                                                   2,156              10,628             11,771

                                                            25,402             138,172            152,259

    Net income                                             $  -               $   -              $   -   
</TABLE>
NOTE 7 - OTHER NONCURRENT ASSETS:
<TABLE>
<CAPTION>
                                                                                         December 31,   
                                                                                  1994            1995
                                                                                       (In thousands)

<S>                                                                                  <C>             <C>
Intangible assets, net of accumulated
 amortization of $16,149 and $20,562                                                 $13,957         $11,803
Deferred financing costs, net                                                         16,079          13,199
Other                                                                                  7,231           6,163

                                                                                     $37,267         $31,165
</TABLE>

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
                                                                                       December 31,    
                                                                                1994            1995
                                                                                      (In thousands)

<S>                                                                                <C>              <C>
Accounts payable                                                                   $ 74,903         $ 68,734
Accrued liabilities:
  Employee benefits                                                                  34,209           49,884

  Environmental costs                                                                10,433            6,000
  Interest                                                                            6,485            6,633
  Miscellaneous taxes                                                                 7,336            2,557
  Other                                                                              34,961           32,177

                                                                                     93,424           97,521

                                                                                   $168,327         $165,985
</TABLE>
NOTE 9 - OTHER NONCURRENT LIABILITIES:
<TABLE>
<CAPTION>
                                                                                December 31,    
                                                                             1994              1995
                                                                               (In thousands)

<S>                                                                              <C>              <C>
Environmental costs                                                              $ 93,655         $112,827
Insurance claims expenses                                                          14,716           12,088
Deferred technology fee income                                                     18,305            8,456
Employee benefits                                                                  12,322           13,148
Other                                                                               2,520            1,992

                                                                                 $141,518         $148,511
</TABLE>
NOTE 10 - NOTES PAYABLE AND LONG-TERM DEBT:
<TABLE>
<CAPTION>
                                                                                December 31,    
                                                                             1994              1995
                                                                               (In thousands)

<S>                                                                              <C>              <C>
Notes payable (DM 56,000)                                                        $   -            $ 39,247

NL Industries:
  11.75% Senior Secured Notes                                                    $250,000         $250,000
  13% Senior Secured Discount Notes                                               116,409          132,034

                                                                                  366,409          382,034
Kronos:
  DM bank credit facility (DM 397,610)                                            255,703          276,895
  LPC term loan                                                                    88,715           73,286
  Other                                                                            10,507           13,672

                                                                                  354,925          363,853
Rheox:
  Bank term loan                                                                   67,500           37,263
  Other                                                                               815              553

                                                                                   68,315           37,816

                                                                                  789,649          783,703
Less current maturities                                                            42,887           43,369

                                                                                 $746,762         $740,334
</TABLE>
     The  Company's $250 million principal amount of 11.75% Senior Secured Notes
due 2003 and $188 million principal amount at maturity ($100 million proceeds at
issuance)  of  13% Senior  Secured Discount  Notes  due 2005  (collectively, the
"Notes")  are collateralized  by  a series  of  intercompany notes  from  Kronos
International, Inc. ("KII"),  a wholly-owned  subsidiary of Kronos,  to NL,  the
terms of  which mirror those of the respective Notes  (the "Mirror Notes").  The
Senior Secured  Notes are also  collateralized by a  first priority lien  on the
stock of Kronos and  a second priority lien on  the stock of Rheox.   The Senior
Secured  Notes and  the  Senior Secured  Discount Notes  are redeemable,  at the
Company's option, after October 2000 and October 1998, respectively, except that
up to one-third of the aggregate principal amount of the Senior Secured Discount
Notes  are redeemable  (at 113%  of the  accreted value)  upon any  Common Stock
Offering,  as defined,  prior  to October  1996.   For  redemptions, other  than
redemptions pursuant to any  Common Stock Offering, the redemption  prices range
from 101.5% (starting  October 2000) declining  to 100% (after October  2001) of
the principal amount for the Senior  Secured Notes and range from 106% (starting
October 1998)  declining to 100% (after  October 2001) of the  accreted value of
the  Senior Secured Discount  Notes.  In  the event of  a Change of  Control, as
defined, the Company would be required to make an offer to purchase the Notes at
101%  of the  principal amount  of  the Senior  Secured Notes  and  101% of  the
accreted  value of  the Senior  Secured Discount  Notes.   The Notes  are issued
pursuant  to indentures  which contain  a number  of covenants  and restrictions
which,  among  other  things, restrict  the  ability  of  the  Company  and  its
subsidiaries to incur  debt, incur liens, pay dividends or  merge or consolidate
with, or sell  or transfer all  or substantially all  of its assets to,  another
entity.  At  December 31, 1995, there  was $6 million available for  payment for
dividends pursuant to the terms of the indentures.  The  Senior Secured Discount
Notes do not  require cash interest payments for the first  five years.  The net
carrying value of the Senior Secured Discount Notes per $100 principal amount at
maturity was $62.08 and $70.42 at December 31, 1994 and  1995, respectively.  At
December  31, 1995,  the quoted  market price  of the  Senior Secured  Notes was
$107.06 per  $100 principal amount  and the  quoted market price  of the  Senior
Secured  Discount Notes was $80.95 per $100  principal amount (1994 - $98.80 and
$61.30, respectively).

     The  DM credit facility, as amended, consists of a DM 398 million term loan
due from  March 1997  to September 1999  and a DM  250 million  revolving credit
facility due no  later than September  2000.  At December  31, 1995, all  of the
revolving credit facility was  available for future borrowings by  KII; however,
DM 125 million is available  only for (i) permanently reducing the  DM term loan
or (ii)  paying future German  tax assessments.   In January  1996, the  Company
borrowed DM  30 million under  the revolving credit  facility.   Borrowings bear
interest at DM LIBOR plus 1.625% (6.938% and 5.5% at December 31, 1994 and 1995,
respectively).    NL and  Kronos have  agreed,  under certain  circumstances, to
provide KII  with up to DM 125  million through January 1, 2001.   The DM credit
facility is collateralized by pledges of  the stock of certain KII subsidiaries.
The credit agreement restricts KII's  ability to incur additional  indebtedness,
restricts  its  dividends  and other  payments  to  affiliates,  requires it  to
maintain  specified debt service coverage  and other ratios,  and contains other
provisions and restrictive  covenants customary in lending  transactions of this
type.

     Borrowings under  KLA's tranche of  LPC's term loan  bear interest  at U.S.
LIBOR  plus  1.625%   (8.125%  and  7.315%  at  December   31,  1994  and  1995,
respectively)  and are  repayable  in quarterly  installments through  September
2000.  See Note 6.

     Rheox has  a credit agreement providing  for a seven-year term  loan due in
quarterly installments through December  1997 and a $5 million  revolving credit
facility  due September 1996.   Borrowings bear interest,  at Rheox's option, at
the  prime  rate  plus  1.5%  or  U.S.  LIBOR  plus 2.5%  (9.01%  and  8.32%  at
December 31, 1994 and 1995,  respectively), and are collateralized by  the stock
of Rheox  and its domestic  subsidiary and by Rheox's  U.S. assets.   The credit
agreement restricts Rheox's ability  to incur additional indebtedness, restricts
its  dividend payments and  contains other provisions  and restrictive covenants
customary in lending transactions of this type.

     Notes payable  at December 31, 1995 consists of DM 56 million of short-term
borrowings  due in 1996  from non-U.S.  banks with  interest rates  ranging from
4.25% to 4.856%.

     Unused  lines of  credit  available for  borrowings  under the  Rheox  U.S.
facility  and non-U.S. credit facilities  totalled $5 million  and $191 million,
respectively,  at  December 31,  1995.    Of  the   non-U.S.  credit  facilities
available, $87  million is available  only for (i)  permanently reducing  the DM
term loan or (ii) paying future German tax assessments.

     The  aggregate maturities of long-term debt at  December 31, 1995 are shown
in the table below.
<TABLE>
<CAPTION>
     Years ending December 31,                                                       Amount    
                                                                                 (In thousands)

        <S>                                                                              <C>
        1996                                                                             $ 43,369
        1997                                                                               97,585
        1998                                                                              110,602
        1999                                                                              138,031
        2000                                                                               11,845
        2001 and thereafter                                                               437,737
                                                                                          839,169
     Less unamortized original issue discount on the
      Senior Secured Discount Notes                                                        55,466

                                                                                         $783,703
</TABLE>
NOTE 11 - EMPLOYEE BENEFIT PLANS:

Company-sponsored pension plans

     The  Company maintains  various  defined benefit  and defined  contribution
pension plans  covering  substantially all  employees.   Personnel  employed  by
non-U.S.  subsidiaries  are  covered  by  separate  plans  in  their  respective
countries  and U.S.  employees  are  covered  by  various  plans  including  the
Retirement Programs of NL Industries, Inc. (the "NL Pension Plan").

     A majority of U.S. employees are  eligible to participate in a contributory
savings plan with partial matching contributions by  the Company.  The Company's
expense  related to matching contributions was nil  in 1993, $.7 million in 1994
and $.8 million in 1995.

     Defined  pension benefits  are generally  based upon  years of  service and
compensation under fixed-dollar, final  pay or career average formulas,  and the
related expenses are based  upon independent actuarial valuations.   The funding
policy for U.S.  defined benefit plans  is to contribute  amounts which  satisfy
funding  requirements of the Employee Retirement Income Security Act of 1974, as
amended, and the  Retirement Protection Act of  1994.  Non-U.S.  defined benefit
pension plans are funded in accordance with applicable statutory requirements.

     The funded  status of the  Company's defined benefit  pension plans  is set
forth  below.   The rates  used in  determining the  actuarial present  value of
benefit obligations were (i) discount rates - 7% and 8.5% (1994 - 8.5%) and (ii)
rates of increase in  future compensation levels - 3.5% to 6% (1994 - 5% to 6%).
The  expected long-term  rates of  return on  assets used ranged  from 8%  to 9%
(1994 - 8.5% to 9%).  Plan assets are comprised primarily of investments in U.S.
and  non-U.S.  corporate equity  and  debt  securities, short-term  investments,
mutual funds and group annuity contracts.

     SFAS No. 87,  "Employers' Accounting  for Pension Costs"  requires that  an
additional pension liability be recognized when the unfunded accumulated pension
benefit obligation  exceeds the unfunded  accrued pension liability.   Variances
from actuarially-assumed rates,  including the  rate of return  on pension  plan
assets,  will result  in additional  increases or  decreases in  accrued pension
liabilities, pension expense and  funding requirements in future periods.  A one
percentage  point decrease  in the  discount rate  would increase  the projected
benefit obligations at December 31, 1995 by $31 million.   At December 31, 1995,
67% of the projected benefit obligations in excess of plan assets relate to non-
U.S. plans.
<TABLE>
<CAPTION>
                                                      Assets exceed             Accumulated benefits
                                                  accumulated benefits             exceed assets    
                                                       December 31,                 December 31,    
                                                       1994           1995           1994           1995
                                                                        (In thousands)

<S>                                                     <C>           <C>           <C>            <C>
Actuarial present value of benefit
 obligations:

  Vested benefits                                       $43,248       $47,181       $132,317       $156,275
  Nonvested benefits                                      3,390         3,744          2,155          2,562

  Accumulated benefit obligations                        46,638        50,925        134,472        158,837
  Effect of projected salary
   increases                                              5,938         7,885         19,620         22,373

  Projected benefit obligations
   ("PBO")                                               52,576        58,810        154,092        181,210
Plan assets at fair value                                66,293        71,345        108,377        124,632

Plan assets over (under) PBO                             13,717        12,535        (45,715)       (56,578)
Unrecognized net loss (gain) from
 experience different from
 actuarial assumptions                                    2,876         7,155        (32,808)       (20,643)
Unrecognized prior service cost
 (credit)                                                 3,195         3,147         (3,255)        (2,711)
Unrecognized transition obligations   (assets)
being amortized over 15
 to 18 years                                               (459)         (261)         2,606          2,517
Adjustment required to recognize
 minimum liability                                         -             -            (1,635)        (1,908)

      Total prepaid (accrued)
       pension cost                                      19,329        22,576        (80,807)       (79,323)
Less current portion                                       -             -            (4,565)       (10,012)

      Noncurrent prepaid (accrued)
       pension cost                                     $19,329       $22,576       $(76,242)      $(69,311)
</TABLE>
     The components of  the net  periodic defined benefit  pension cost are  set
forth below.  
<TABLE>
<CAPTION>
                                                                      Years ended December 31,  
                                                                        1993           1994           1995
                                                                                  (In thousands)

<S>                                                                    <C>             <C>            <C>
Service cost benefits                                                  $  4,082        $ 4,905        $  4,325
Interest cost on PBO                                                     14,430         15,371          17,853
Return on plan assets                                                   (15,647)        (8,039)        (16,574)
Net amortization and deferrals                                            2,413         (5,940)         (2,399)

                                                                       $  5,278        $ 6,297        $  3,205
</TABLE>
Incentive bonus programs

     The Company has  incentive bonus programs  for certain employees  providing
for annual  payments, which  may be in  the form  of NL  common stock, based  on
formulas involving  the profitability  of Kronos  and Rheox  in relation  to the
annual  operating  plan   of  the  employee's   business  unit  and   individual
performance.

Postretirement benefits other than pensions

     In addition to  providing pension benefits, the  Company currently provides
certain  health care and life insurance benefits for eligible retired employees.
Certain of the  Company's U.S. and  Canadian employees may  become eligible  for
such  postretirement health  care  and life  insurance  benefits if  they  reach
retirement age  while working  for  the Company.   In  1989,  the Company  began
phasing out  such benefits for currently  active U.S. employees over  a ten-year
period.  The majority of  all retirees are required  to contribute a portion  of
the cost of their benefits and certain current and future  retirees are eligible
for  reduced health care  benefits at age 65.   The Company's  policy is to fund
medical claims as they are incurred, net of any contributions by the retirees.  

     The   rates  used  in  determining  the  actuarial  present  value  of  the
accumulated  benefit obligations were  (i) discount rate  - 7.5%  (1994 - 8.5%),
(ii) rate of increase  in future compensation levels -  4.5% (1994 - 6%),  (iii)
rate of  increase in future health care costs  - 9% in 1996, gradually declining
to  5% in  2000 and thereafter  and (iv)  expected return  on plan assets  - 9%.
Variances from actuarially-assumed  rates will result in additional increases or
decreases in accrued OPEB cost, net periodic  OPEB cost and funding requirements
in  future periods.   If the health  care cost  trend rate was  increased by one
percentage  point for  each  year,  postretirement  benefit expense  would  have
increased approximately  $.3 million in 1995, and the actuarial present value of
accumulated benefit obligations  at December  31, 1995 would  have increased  by
approximately $2.9  million.  A  one percentage  point decrease in  the discount
rate  would  increase  the  actuarial  present  value  of   accumulated  benefit
obligations at December 31, 1995 by approximately $4 million.
<TABLE>
<CAPTION>
                                                                                        December 31,   
                                                                                    1994            1995
                                                                                      (In thousands)  
<S>                                                                                  <C>             <C>
Actuarial present value of accumulated benefit
 obligations:
  Retiree benefits                                                                   $51,895         $53,211
  Other fully eligible active plan participants                                        1,229           1,228
  Other active plan participants                                                       1,797           2,322
                                                                                      54,921          56,761

Plan assets at fair value                                                              7,217           7,103
Accumulated postretirement benefit obligations
 in excess of plan assets                                                             47,704          49,658
Unrecognized net gain from experience different
 from actuarial assumptions                                                            9,251           4,676
Unrecognized prior service credit                                                     13,672          12,199

    Total accrued postretirement benefits cost                                        70,627          66,533
Less current portion                                                                   5,328           6,298

    Noncurrent accrued postretirement benefits
     cost                                                                            $65,299         $60,235
</TABLE>
     The components of  the Company's net  periodic postretirement benefit  cost
are set forth below:
<TABLE>
<CAPTION>
                                                                            Years ended December 31,    
                                                                      1993            1994            1995
                                                                                (In thousands)  

<S>                                                                    <C>             <C>             <C>
Interest cost on accumulated benefit
 obligations                                                           $ 4,911         $ 4,338         $ 4,415
Service cost benefits earned during the year                               127              99             101
Return on plan assets                                                     (647)           (688)           (637)
Net amortization and deferrals                                          (1,473)         (1,495)         (1,870)

                                                                       $ 2,918         $ 2,254         $ 2,009
</TABLE>
NOTE 12 - SHAREHOLDERS' DEFICIT:

Common stock
<TABLE>
<CAPTION>
                                                                     Shares of common stock     
                                                                              Treasury
                                                                      Issued    stock        Outstanding
                                                                                (In thousands)

<S>                                                                   <C>           <C>             <C>
Balance at December 31, 1992 and 1993                                 66,839        15,949          50,890
  Treasury shares reissued                                              -             (162)            162

Balance at December 31, 1994                                          66,839        15,787          51,052
  Treasury shares reissued                                              -              (39)             39

Balance at December 31, 1995                                          66,839        15,748          51,091
</TABLE>


Common stock options

     The 1989 Long Term  Performance Incentive Plan of NL Industries,  Inc. (the
"NL  Option Plan")  provides for  the discretionary  grant of  restricted common
stock,  stock options,  stock appreciation rights  ("SARs") and  other incentive
compensation  to officers  and other  key employees  of  the Company.   Although
certain stock options granted pursuant  to a similar plan which preceded  the NL
Option Plan ("the Predecessor  Option Plan") remain outstanding at  December 31,
1995, no additional options may be granted under the Predecessor Option Plan.

     Up to five million shares of NL common stock  may be issued pursuant to the
NL  Option Plan.   The  NL Option Plan  provides for  the grant  of options that
qualify  as incentive  options  and  for options  which  are  not so  qualified.
Generally, stock options  and SARs  (collectively, "options") are  granted at  a
price equal to or  greater than 100% of the  market price at the date  of grant,
vest  over a  five year  period and  expire ten  years from  the date  of grant.
Restricted  stock,   forfeitable  unless  certain  periods   of  employment  are
completed, is held in  escrow in the name  of the grantee until the  restriction
period expires.   No  SARs have  been  granted under  the NL  Option Plan.    At
December  31, 1995,  50,000 shares  of common  stock, restricted  until February
1996, are included in common shares outstanding.  

     In addition to  the NL Option  Plan, the Company  maintains a stock  option
plan for its  non-employee directors.  At December 31,  1995, there were options
to acquire  8,000 shares of common  stock outstanding of which  6,000 were fully
vested.

     Changes in  outstanding options granted pursuant to the NL Option Plan, the
Predecessor Option Plan and the non-employee director plan are summarized in the
table below.   At December 31,  1995, options to purchase  1,189,907 shares were
exercisable and options to  purchase 548,798 shares become exercisable  in 1996.
Of the exercisable  options at  December 31, 1995, options  to purchase  693,237
shares  had exercise  prices less  than the Company's  December 31,  1995 quoted
market price of  $12.125 per share.  At  December 31, 1995, an aggregate  of 2.7
million shares were available for future grants under the NL Option Plan.
<TABLE>
<CAPTION>
                                                                                                 Amount
                                                                            Exercise            payable
                                                                           price per              upon
                                                             Shares          share              exercise
                                                               (In thousands, except per share amounts)

<S>                                                             <C>      <C>                          <C>
Outstanding at December 31, 1992                                1,272    $ 8.13 - 24.19               $18,013

  Granted                                                         453      4.81 -  7.00                 2,655
  Canceled                                                         (7)     5.00 -  9.31                   (44)

Outstanding at December 31, 1993                                1,718      4.81 - 24.19                20,624

  Granted                                                         675      8.69 - 10.69                 6,315
  Exercised                                                       (13)     9.31 - 10.50                  (120)
  Canceled                                                         (6)     5.00 -  9.31                   (46)

Outstanding at December 31, 1994                                2,374      4.81 - 24.19                26,773

  Granted                                                          94     11.81 - 14.81                 1,150
  Exercised                                                       (39)     5.00 - 10.78                  (282)
  Canceled                                                        (36)     5.00 - 11.81                  (320)

Outstanding at December 31, 1995                                2,393    $ 4.81 - 24.19               $27,321
</TABLE>
     The  Company expects to elect the disclosure alternative prescribed by SFAS
No. 123 "Accounting for Stock-Based Compensation" and to continue to account for
stock-based employee compensation in accordance with Accounting Principles Board
Opinion  No. 25  ("APBO"), "Accounting for  Stock Issued  to Employees"  and its
various interpretations.  Under  APBO No. 25, no compensation  cost is generally
recognized for fixed stock options in which the exercise price  is not less than
the market  price on the grant  date.  Under the disclosure  alternative of SFAS
No. 123,  the Company will disclose,  starting with the year  ended December 31,
1996, its pro forma net income and earnings per share as if the fair value based
accounting  method of  SFAS No.  123 had  been used  to account  for stock-based
compensation cost for all awards granted after January 1, 1995.

Preferred stock

     The  Company  is authorized  to issue  a total  of  five million  shares of
preferred stock.   The rights  of preferred stock  as to dividends,  redemption,
liquidation and conversion are determined upon issuance.

NOTE 13 - INCOME TAXES:

     The components of (i) income (loss) before income taxes, minority interest,
extraordinary  item  and cumulative  effect  of change  in  accounting principle
("pretax income (loss)"), (ii)  the difference between the provision  for income
taxes  attributable to  pretax  income  (loss) and  the  amounts  that would  be
expected  using the  U.S. federal statutory  income tax  rate of  35%, (iii) the
provision  for income taxes and  (iv) the comprehensive  tax provision (benefit)
are presented below.
<TABLE>
<CAPTION>
                                                                   Years ended December 31,     
                                                                 1993                1994            1995
                                                                                (In thousands)

<S>                                                                <C>               <C>              <C>
Pretax income (loss):
  U.S.                                                             $(41,579)         $ (6,241)        $ 43,125
  Non-U.S.                                                          (28,189)           (7,164)          55,777

                                                                   $(69,768)         $(13,405)        $ 98,902

Expected tax expense (benefit)                                     $(24,419)         $ (4,692)        $ 34,616
Non-U.S. tax rates                                                  (15,620)           (7,108)          (7,016)
Rate change adjustment of deferred taxes                              6,823              -              (6,593)
Valuation allowance                                                  40,827            24,309           (9,588)
Settlement of U.S. tax audits                                          -               (5,437)            -   
Incremental tax on income of companies not 
 included in the NL Tax Group                                         2,553               790              499
U.S. state income taxes                                                 486               534              721
Other, net                                                            2,063             1,338               32

                                                                   $ 12,713          $  9,734         $ 12,671

Provision for income taxes:
  Current income tax expense (benefit):
    U.S. federal                                                   $   (915)         $ (5,222)        $    249
    U.S. state                                                          870               475            2,135
    Non-U.S.                                                         14,083             2,574           39,535

                                                                     14,038            (2,173)          41,919
  Deferred income tax expense (benefit):
    U.S. federal                                                        244             4,058           (9,005)
    U.S. state                                                         (384)              347           (1,026)
    Non-U.S.                                                         (1,185)            7,502          (19,217)

                                                                     (1,325)           11,907          (29,248)

                                                                   $ 12,713          $  9,734         $ 12,671
Comprehensive tax provision (benefit) 
 allocable to:
  Pretax income (loss)                                              $12,713            $9,734          $12,671

  Shareholders' deficit, principally
   deferred income taxes allocable to
   currency translation and marketable
   securities adjustments                                            (1,243)                7               10

                                                                    $11,470            $9,741          $12,681
</TABLE>
     The Company's valuation allowance increased in the aggregate by $47 million
in  1993 and  $31 million  in each  of 1994  and 1995.    During 1995,  both the
Company's  gross deferred tax assets and the offsetting valuation allowance were
increased by  $34  million as  a result  of recharacterizations  of certain  tax
attributes  primarily  due to  changes  in certain  tax  return  elections.   In
addition, the valuation allowance  was reduced by approximately $10  million due
to  recognition of  the future  tax  benefit of  certain tax  credits which  the
Company believes satisfies the  "more-likely-than-not" recognition criteria as a
result  of the  Company's return to  profitability.   The components  of the net
deferred tax liability are summarized below:
<TABLE>
<CAPTION>
                                                                       December 31,                  
                                                          1994                              1995
                                                      Deferred tax                      Deferred tax      
                                                Assets        Liabilities         Assets         Liabilities
                                                                       (In thousands)
<S>                                             <C>              <C>              <C>                <C>
Tax effect of temporary
 differences relating to:
  Inventories                                   $   4,275        $  (2,885)       $   5,277          $  (5,644)
  Property and equipment                              423          (97,421)             574           (109,418)
  Accrued postretirement
   benefits cost                                   24,691             -              23,200               -   
  Accrued pension cost                              9,363          (11,529)           8,978            (14,942)
  Accrued environmental costs                      34,108             -              38,214               -   
  Other accrued liabilities
   and deductible differences                      32,308             -              26,496               -   
  Other taxable differences                           -           (144,774)            -              (101,621)
Tax on unremitted earnings of
 non-U.S. subsidiaries                                452          (22,416)             281            (22,526)
Tax loss and tax credit
 carryforwards                                    162,906             -             189,263               -   
Valuation allowance                              (164,500)            -            (195,569)              -   

  Gross deferred tax assets
   (liabilities)                                  104,026         (279,025)          96,714           (254,151)

Reclassification, principally
 netting by tax jurisdiction                      (99,103)          99,103          (93,404)            93,404

  Net total deferred tax
   assets (liabilities)                             4,923         (179,922)           3,310           (160,747)
  Net current deferred tax
   assets (liabilities)                             2,177           (1,590)           2,522             (3,555)

  Net noncurrent deferred tax
   assets (liabilities)                         $   2,746        $(178,332)         $   788          $(157,192)
</TABLE>
     Certain  of the Company's  income tax returns in  various U.S. and non-U.S.
jurisdictions, including  Germany, are being  examined and tax  authorities have
proposed or  may  propose  tax  deficiencies.    During  1994,  the  German  tax
authorities withdrew certain  proposed tax  deficiencies of DM  100 million  and
remitted  tax  refunds aggregating  DM  225  million ($136  million),  including
interest, on a tentative basis while examination  of the Company's German income
tax returns continued.  The Company recently reached agreement in principle with
the  German  tax  authorities   which  will  resolve  certain  significant   tax
contingencies  for  years  through  1990.    The  Company  expects  to  finalize
assessments and pay tax deficiencies of approximately DM 50 million ($35 million
at December 31, 1995), including interest,  in settlement of these issues during
the first half of 1996.  The Company considers the agreement  in principle to be
a  favorable  resolution of  the contingencies  and  the anticipated  payment is
within previously-accrued amounts for such matters.

     Certain other German tax contingencies remain outstanding and will continue
to  be litigated.   No  assurances can  be given  that this  litigation will  be
resolved  in the Company's favor in  view of the inherent uncertainties involved
in court rulings.  Although the Company believes that it will ultimately prevail
in  the litigation, the  Company has  granted a DM  100 million ($70  million at
December 31,  1995) lien on  its Nordenham, Germany TiO2  plant in favor  of the
German tax authorities  until the litigation is resolved.   The Company believes
that it has adequately provided accruals for additional income taxes and related
interest  expense which  may ultimately  result from  all such  examinations and
believes  that the ultimate disposition  of such examinations  should not have a
material  adverse  effect  on  the Company's  consolidated  financial  position,
results of operations or liquidity.

     During the  fourth quarter of  1995, the Company  recorded tax  benefits of
$6.6 million  due to the reduction in dividend withholding tax rates pursuant to
ratification of the new U.S./Canada income tax treaty.

     During  1995,  the  Company utilized  $14  million  of  foreign tax  credit
carryforwards  and U.S.  net operating  loss carryforwards  from prior  years to
reduce its 1995 U.S. federal income tax expense.  At December 31, 1995, for U.S.
federal  income tax  purposes,  the Company  had  approximately $27  million  of
foreign  tax  credit  carryforwards  expiring  during  1997  through  1999   and
approximately $9 million of alternative minimum tax credit carryforwards with no
expiration date.   The Company also had approximately $350 million of income tax
loss carryforwards in Germany with no expiration date.

NOTE 14 - OTHER INCOME, NET:
<TABLE>
<CAPTION>
                                                                        Years ended December 31,  
                                                                         1993           1994           1995
                                                                                   (In thousands)

<S>                                                                     <C>              <C>           <C>
Securities earnings:
  Interest and dividends                                                $ 4,104          $ 5,075       $ 6,244
  Securities transactions                                                 4,363           (1,220)        1,175
                                                                          8,467            3,855         7,419
Litigation settlement gains                                                -              22,978          -   
Technology fee income                                                     2,048           10,344        10,660
Currency transaction gains, net                                           3,299            1,735           561
Royalty income                                                            2,016            1,508          -   
Disposition of property and equipment                                      (199)          (1,981)       (2,713)
Other, net                                                                6,453            6,389         6,314

                                                                        $22,084          $44,828       $22,241
</TABLE>
     Litigation settlement gains  includes $20 million related to  the Company's
1994 settlement of  its lawsuit  against Lockheed Corporation.   Technology  fee
income  is being amortized by the  straight-line method over a three-year period
beginning October 1993.

NOTE 15 - OTHER ITEMS:

     Advertising  costs, expensed as incurred,  were $2.1 million  in 1993, $1.9
million in 1994 and $2.1 million in 1995. 

     Research,  development  and  sales  technical support  costs,  expensed  as
incurred, approximated $10 million  in each of 1993 and 1994, and $11 million in
1995.

     Interest capitalized in connection  with long-term capital projects was  $1
million in each of 1993, 1994 and 1995.

NOTE 16 - EXTRAORDINARY ITEM:

     The  extraordinary  loss  in 1993  relates  to  the  settlement of  certain
interest  rate swap  agreements  for $20  million  in cash  in  conjunction with
prepaying  the Louisiana plant indebtedness  and from the  write-off of deferred
financing costs related to such  prepayment and the paydown of a portion  of the
DM  bank credit  facility.   The  Louisiana  plant indebtedness  loan  agreement
required the  Company to enter into  the interest rate swap  agreements and both
the  debt and  related swaps were  collateralized by  the Louisiana  plant.  The
Company was required to prepay  the Louisiana plant indebtedness and  settle the
swaps prior to the formation of LPC.  

NOTE 17 - RELATED PARTY TRANSACTIONS:

     The  Company  may  be  deemed  to  be  controlled  by  Harold  C.  Simmons.
Corporations  that may  be deemed  to be  controlled by  or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate transactions  such as guarantees,
management  and expense  sharing  arrangements, shared  fee arrangements,  joint
ventures, partnerships, loans, options,  advances of funds on open  account, and
sales,  leases  and exchanges  of assets,  including  securities issued  by both
related  and  unrelated  parties  and  (b)  common  investment  and  acquisition
strategies,    business   combinations,    reorganizations,   recapitalizations,
securities  repurchases, and  purchases and  sales  (and other  acquisitions and
dispositions)  of  subsidiaries,  divisions   or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions which  resulted  in  the acquisition  by  one related  party  of  a
publicly-held  minority  equity interest  in another  related  party.   While no
transactions of the type described above are planned or proposed with respect to
the  Company other than  as set forth  in this  Annual Report on  Form 10-K, the
Company from time to time considers, reviews and evaluates  and understands that
Contran,  Valhi  and  related  entities  consider,  review  and  evaluate,  such
transactions.   Depending  upon  the business,  tax  and other  objectives  then
relevant,  and restrictions  under the  indentures and  other agreements,  it is
possible that the Company might  be a party to one or more  such transactions in
the future.

     It is  the policy  of the  Company to engage  in transactions  with related
parties  on terms,  in the  opinion of  the Company,  no less  favorable to  the
Company than could be obtained from unrelated parties.

     The Company is a party to an intercorporate services  agreements with Valhi
and  Contran (the "Valhi  and Contran ISAs")  whereby Valhi and  Contran provide
certain  management, financial and administrative  services to the  Company on a
fee  basis.  Management  services fee expense  related to the  Valhi and Contran
ISAs was $.7 million in 1993, $.6 million in 1994 and $.5 million in 1995.

     Baroid Corporation, a former  wholly-owned subsidiary of the Company  and a
subsidiary of  Dresser Industries,  Inc., and  the  Company were  parties to  an
intercorporate  services agreement  (the  "Baroid ISA")  pursuant  to which,  as
amended, Baroid  agreed to make certain  services available to the  Company on a
fee  basis.   The agreement  was terminated  in 1994.   Management  services fee
expense pursuant to the Baroid ISA approximated $.3 million in 1993, $.2 million
in 1994.  

     The Company is party  to an intercorporate services agreement  with Tremont
(the "Tremont  ISA").   Under the  terms of the  contract, the  Company provides
certain management and financial services to Tremont on a fee basis.  Management
services fee income related to the  Tremont ISA was $.1 million in 1993,  nil in
1994 and $.1 million in 1995.

     Purchases from  Tremont in  the ordinary course  of business pursuant  to a
long-term  supply contract were $.4 million in 1993  and nil in each of 1994 and
1995.

     Sales to  Baroid in the  ordinary course of  business were $1.8  million in
1993 and 1994, and $1.6 million in 1995.

     Purchases  in  the ordinary  course of  business from  unconsolidated joint
ventures,  including LPC, were approximately $22 million in 1993, $74 million in
1994 and $79 million in 1995.

     Certain  employees of  the Company  have been  granted options  to purchase
Valhi common  stock under the terms of Valhi's stock  option plans.  The Company
and  Valhi have agreed that the Company  will pay Valhi the aggregate difference
between  the option price  and the market  value of Valhi's common  stock on the
exercise date of such  options.  For financial  reporting purposes, the  Company
accounts  for the  related expense (income)  (nil in  1993, $64,000  in 1994 and
$(25,000) in 1995) in a manner similar to accounting for SARs.   At December 31,
1995, employees of the Company held options to purchase 365,000  shares (362,000
shares vested)  of Valhi common stock  at exercise prices ranging  from $4.76 to
$14.66  per share.   At  December 31, 1995,  27,000 of  the vested  options were
exercisable at prices less than Valhi's quoted market price per share of $6.375.

     The  Company and TRE Insurance,  a wholly-owned subsidiary  of Tremont, are
parties to an Insurance Sharing Agreement with respect to certain loss  payments
and  reserves established by TRE Insurance that  (i) arise out of claims against
other entities  for which  the Company  is responsible and  (ii) are  subject to
payment  by  TRE  Insurance under  certain  reinsurance  contracts.   Also,  TRE
Insurance will credit the  Company with respect to certain  underwriting profits
or credit  recoveries that  TRE Insurance  receives from  independent reinsurers
that relate to retained liabilities.

     Net amounts payable to affiliates are summarized in the following table.
<TABLE>
<CAPTION>
                                                                                      December 31,  
                                                                                      1994            1995
                                                                                         (In thousands)

  <S>                                                                                  <C>             <C>
  Tremont Corporation                                                                  $ 4,780         $ 3,525
  LPC                                                                                    6,565           6,677
  Other                                                                                      3             (21)

                                                                                       $11,348         $10,181
</TABLE>
     Amounts payable to LPC are generally for the purchase of TiO2 (see Note 6),
and  amounts  payable  to Tremont  relate  to  the  Company's Insurance  Sharing
Agreement described above.

NOTE 18 - COMMITMENTS AND CONTINGENCIES:

Leases

     The Company leases, pursuant to operating leases, various manufacturing and
office space and  transportation equipment.  Most of the leases contain purchase
and/or  various term  renewal options  at fair  market and  fair rental  values,
respectively.   In most cases management  expects that, in the  normal course of
business, leases will be renewed or replaced by other leases.  

     Kronos'  principal German  operating subsidiary leases  the land  under its
Leverkusen TiO2 production  facility pursuant to a lease  expiring in 2050.  The
Leverkusen  facility,  with  approximately  one-third  of  Kronos' current  TiO2
production  capacity, is  located  within the  lessor's extensive  manufacturing
complex, and Kronos is the  only unrelated party so situated.  Under  a separate
supplies and services agreement  expiring in 2011, the lessor  provides some raw
materials, auxiliary and operating materials and utilities services necessary to
operate the Leverkusen  facility.  Both the lease and  the supplies and services
agreements restrict the  Company's ability to transfer  ownership or use of  the
Leverkusen facility.

     Net rent expense aggregated $8 million in 1993 and 1994, and  $9 million in
1995.   At  December 31,  1995, minimum  rental commitments  under the  terms of
noncancellable operating leases were as follows:
<TABLE>
<CAPTION>
Years ending December 31,                                                     Real Estate       Equipment
                                                                                        (In thousands)

  <S>                                                                               <C>                <C>
  1996                                                                              $ 2,097            $1,869
  1997                                                                                1,722             1,250
  1998                                                                                1,721               649
  1999                                                                                1,544               203
  2000                                                                                  934                17
  2001 and thereafter                                                                13,818              -   

                                                                                    $21,836            $3,988
</TABLE>
Capital expenditures

     At December  31, 1995, the estimated  cost to complete capital  projects in
process approximated $49 million, including $41 million related to environmental
protection and  compliance programs and  a debottlenecking expansion  project at
the Company's Leverkusen, Germany chloride process TiO2 facility.

Purchase commitments

     The Company has long-term  supply contracts that provide for  the Company's
chloride  feedstock  requirements through  2000.    The agreements  require  the
Company to purchase certain minimum quantities of feedstock with average minimum
annual purchase commitments aggregating approximately $115 million.

Legal proceedings

     Lead pigment litigation.  Since 1987, the Company, other past manufacturers
of lead pigments for use  in paint and lead-based paint and the  Lead Industries
Association have been named  as defendants in various legal  proceedings seeking
damages for personal  injury and property damage allegedly caused  by the use of
lead-based paints.  Certain of  these actions have been filed by or on behalf of
large  United  States cities  or their  public  housing authorities  and certain
others  have been  asserted  as class  actions.   These  legal  proceedings seek
recovery  under  a variety  of  theories,  including negligent  product  design,
failure to warn,  breach of warranty,  conspiracy/concert of action,  enterprise
liability,   market   share  liability,   intentional   tort,   and  fraud   and
misrepresentation.

     The plaintiffs  in these actions generally seek to impose on the defendants
responsibility for lead paint abatement and asserted  health concerns associated
with the use of lead-based paints,  which was permitted for interior residential
use  in the United  States until  1973, including  damages for  personal injury,
contribution and/or  indemnification for  medical  expenses, medical  monitoring
expenses  and costs for educational  programs.  Most  of these legal proceedings
are in various pre-trial stages; several are on appeal.

     The  Company  believes that  these actions  are  without merit,  intends to
continue to deny  all allegations of wrongdoing and liability  and to defend all
actions  vigorously.  The  Company has not  accrued any amounts  for the pending
lead  pigment litigation.  Considering the Company's previous involvement in the
lead and  lead pigment  businesses, there  can be  no assurance that  additional
litigation similar to that currently pending will not be filed.

     Environmental  matters and litigation.   Some of the  Company's current and
former facilities, including several divested secondary lead smelters and former
mining  locations,   are  the   subject  of  civil   litigation,  administrative
proceedings or of  investigations arising under federal  and state environmental
laws.  Additionally, in connection with past disposal practices, the Company has
been named a potential  responsible party ("PRP") pursuant to  the Comprehensive
Environmental  Response,  Compensation  and Liability  Act,  as  amended  by the
Superfund  Amendments and  Reauthorization  Act ("CERCLA")  in approximately  80
governmental  enforcement and  private actions  associated with  hazardous waste
sites and former  mining locations, some of which are  on the U.S. Environmental
Protection  Agency's Superfund  National Priorities  List.   These  actions seek
cleanup costs and/or damages for personal injury or property damage.   While the
Company may be jointly and severally liable  for such costs, in most cases it is
only  one of a  number of PRPs  who are also  jointly and severally  liable.  In
addition, the  Company is  a party  to a  number  of lawsuits  filed in  various
jurisdictions  alleging CERCLA or other  environmental claims.   At December 31,
1995, the  Company had accrued  $100 million in  respect of  those environmental
matters  which are  reasonably estimable.   It is  not possible  to estimate the
range  of costs  for certain sites.   The upper  end of the  range of reasonably
possible costs to the  Company for sites which it is possible  to estimate costs
is approximately $169 million.  The Company's estimates of such liabilities have
not been  discounted to present  value, and the  Company has not  recognized any
potential insurance recoveries.   The imposition of more stringent  standards or
requirements  under  environmental  laws  or regulations,  new  developments  or
changes respecting site cleanup costs or allocation of such costs among PRPs, or
a determination that  the Company is potentially responsible for  the release of
hazardous substances at  other sites could result  in expenditures in excess  of
amounts currently  estimated by the Company to be required for such matters.  No
assurance can be given that actual costs  will not exceed accrued amounts or the
upper end  of the  range for sites  for which  estimates have  been made and  no
assurance can be given that costs will not be  incurred with respect to sites as
to which no estimate presently can be made.  Further, there can be  no assurance
that additional environmental matters will not arise in the future.

     Certain  of the  Company's  businesses are  and  have been  engaged  in the
handling, manufacture or use of substances  or compounds that may be  considered
toxic or hazardous within the meaning of applicable environmental laws.  As with
other companies engaged  in similar businesses, certain  operations and products
of the  Company have the potential to cause  environmental or other damage.  The
Company  continues to implement  various policies and  programs in an  effort to
minimize these risks.  The Company's policy is to comply with environmental laws
and regulations  at all of its  facilities and to continually  strive to improve
environmental performance in  association with applicable industry  initiatives.
It  is possible  that  future developments,  such  as stricter  requirements  of
environmental  laws  and  enforcement  policies  thereunder,  could  affect  the
Company's production,  handling, use, storage, transportation,  sale or disposal
of such substances.

     Other   litigation.    The  Company  is  also  involved  in  various  other
environmental,  contractual, product  liability  and other  claims and  disputes
incidental to its present and former businesses.

     The Company currently believes  the disposition of all claims  and disputes
individually  or in the aggregate, should not  have a material adverse effect on
the  Company's  consolidated  financial  condition,  results  of  operations  or
liquidity.

Concentrations of credit risk

     Sales of TiO2  accounted for almost 90% of net  sales during the past three
years.   TiO2 is sold to the paint, plastics and paper industries.  Such markets
are  generally considered  "quality-of-life" markets  whose demand  for  TiO2 is
influenced  by  the  relative  economic  well-being  of  the  various geographic
regions.   TiO2  is sold  to over 5,000  customers, none  of which  represents a
significant  portion   of  net  sales.    In  each  of  the  past  three  years,
approximately one-half of the Company's TiO2 sales by volume  were to Europe and
approximately  38%  in  1993  and 36%  in  both  1994  and  1995  of sales  were
attributable to North America.

     Consolidated  cash  and cash  equivalents  includes  $80 million  and  $103
million  invested  in  U.S.   Treasury  securities  purchased  under  short-term
agreements  to resell at December 31, 1994  and 1995, respectively, of which $73
million and $88 million, respectively, of  such securities are held in trust for
the Company by a single U.S. bank.

NOTE 19 - CHANGE IN ACCOUNTING PRINCIPLE:

     In 1993, the  Company adopted SFAS  No. 115 (marketable  securities) as  of
December  31, 1993.   The  cumulative effect of  change in  accounting principle
adjustments are shown below.
<TABLE>
<CAPTION>
                                                                       Amount reflected in  
                                                                                            Equity   
                                                                       Earnings            component
                                                                         (In thousands)
<S>                                                                  <C>                      <C>
Increase (decrease) in net assets at
 December 31, 1993 - SFAS No. 115:
  Marketable securities                                              $1,872                   $(1,872)
  Deferred income taxes                                                (655)                      655

                                                                     $1,217                   $(1,217)
</TABLE>

NOTE 20 - FINANCIAL INSTRUMENTS:

     Summarized below is the estimated fair value and related net carrying value
of the Company's financial instruments.
<TABLE>
<CAPTION>
                                                             December 31,               December 31,
                                                                 1994                       1995     
                                                           Carrying       Fair        Carrying      Fair
                                                            Amount        Value        Amount       Value
                                                                               (In millions)

<S>                                                             <C>           <C>         <C>           <C>
Cash and cash equivalents                                       $ 131.1       $131.1      $ 141.3       $141.3
Marketable securities - classified as:
  Trading securities                                               25.2         25.2           -            - 
  Available-for-sale                                               21.3         21.3         20.9         20.9

Notes payable and long-term debt:
  Fixed rate with market quotes:
    Senior Secured Notes                                        $ 250.0       $247.1      $ 250.0       $267.7
    Senior Secured Discount Notes                                 116.4        114.8        132.0        151.8
  Variable rate debt                                              423.2        423.2        440.9        440.9

Common shareholders' equity (deficit)                           $(293.1)      $644.5      $(209.4)      $619.5
</TABLE>
         Fair value  of the Company's marketable securities and Notes are 
based upon quoted market prices and  the fair value of  the Company's 
common  shareholder's equity (deficit)  is based upon quoted market prices 
for NL's common stock.  The Company held no derivative financial instruments 
at December 31, 1994 and 1995.

NOTE 21 - QUARTERLY FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>
                                                                     Quarter ended               
                                           March 31         June 30         Sept. 30            Dec. 31
                                                       (In thousands, except per share amounts)

<S>                                          <C>             <C>              <C>                 <C>
Year ended December 31, 1994:
  Net sales                                  $201,849        $237,113         $225,200            $223,792
  Cost of sales                               146,956         178,925          168,033             155,831
  Operating income                             22,313          26,242           27,093              35,704

      Net income (loss)                      $ (6,367)       $(15,534)        $ (4,578)           $  2,497

  Net income (loss) per
   share of common stock                     $   (.12)       $   (.30)        $   (.09)           $    .05

  Weighted average shares
   outstanding                                 50,965          51,040           51,040              51,045

Year ended December 31, 1995:
  Net sales                                  $250,875        $283,474         $255,339            $234,251

  Cost of sales                               169,768         187,896          169,058             149,462
  Operating income                             41,968          57,549           50,590              49,612

      Net income                             $ 13,062        $ 21,002         $ 17,426      $ 34,119(a)

  Net income per share of 
   common stock                              $    .26        $    .41         $    .34      $    .66(a)

  Weighted average shares
   outstanding                                 51,176          51,552           51,628              51,486
</TABLE>
(a)  Income tax benefits in the fourth quarter of 1995 include the recognition
     of $10 million of  deferred tax assets related to  the expected realization
     of  the tax  benefit of  certain tax  credits resulting from  the Company's
     return  to profitability  and  $6.6 million  related  to the  reduction  in
     U.S./Canada dividend withholding tax rates.  See Note 13.

                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES


     Our  report on the consolidated financial statements of NL Industries, Inc.
is included on  page F-2 of this  Annual Report on Form  10-K.  As discussed  in
Notes 2 and 19 to the consolidated financial statements, the Company changed its
method of  accounting for marketable securities in 1993.  In connection with our
audits of such  financial statements, we have also audited the related financial
statement schedules listed in the index on page F-1.

     In our opinion, the  financial statement schedules referred to  above, when
considered  in relation  to the  basic  financial statements  taken as  a whole,
present  fairly,  in  all material  respects,  the  information  required to  be
included therein.





                              COOPERS & LYBRAND L.L.P.

Houston, Texas
February 8, 1996

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

            SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                            Condensed Balance Sheets

                           December 31, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                  1994             1995

<S>                                                                              <C>               <C>
Current assets:
  Cash and cash equivalents                                                      $  18,371         $  40,080
  Marketable securities                                                             25,165              -   
  Accounts and notes receivable                                                      1,274               203
  Receivable from subsidiaries                                                       2,854             4,273
  Refundable income taxes                                                             -                1,662
  Prepaid expenses                                                                     747               729

      Total current assets                                                          48,411            46,947

Other assets:

  Marketable securities                                                             21,329            20,944
  Notes receivable from subsidiary                                                 366,409           382,034
  Investment in subsidiaries                                                      (181,751)          (89,395)
  Other                                                                              9,214             7,582

      Total other assets                                                           215,201           321,165

Property and equipment, net                                                          3,732             3,562

                                                                                 $ 267,344         $ 371,674

Current liabilities:
  Accounts payable and accrued liabilities                                       $  33,248         $  28,116
  Payable to affiliates                                                              4,783             3,498
  Income taxes                                                                         186              -   
  Deferred income taxes                                                              1,436             1,905

      Total current liabilities                                                     39,653            33,519

Noncurrent liabilities:
  Long-term debt                                                                   366,409           382,034
  Deferred income taxes                                                              9,546            10,211
  Accrued pension cost                                                              14,021            10,835
  Accrued postretirement benefits cost                                              40,711            37,430
  Other                                                                             90,086           107,066

      Total noncurrent liabilities                                                 520,773           547,576

Shareholders' deficit                                                             (293,082)         (209,421)

                                                                                 $ 267,344         $ 371,674
</TABLE>
Contingencies (Note 4)

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

      SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                       Condensed Statements of Operations

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                            1993              1994             1995

<S>                                                            <C>               <C>              <C>
Revenues and other income:
  Equity in income (loss) of
   subsidiaries                                                $ (49,766)        $  7,925         $ 99,734
  Interest and dividends                                           3,622            2,538            2,739
  Interest income from subsidiary                                  8,358           43,157           45,551
  Securities transactions                                          3,637           (1,220)           1,175
  Other income, net                                                2,597            3,135              460

                                                                 (31,552)          55,535          149,659
Costs and expenses:
  General and administrative                                      44,113           69,875           27,079
  Interest                                                        13,771           44,003           45,842

                                                                  57,884          113,878           72,921

      Income (loss) before income
       taxes, extraordinary item and
       cumulative effect of change in
       accounting principle                                      (89,436)         (58,343)          76,738

Income tax benefit                                                 6,225           34,361            8,871

      Income (loss) before
       extraordinary item and
       cumulative effect of change in
       accounting principle                                      (83,211)         (23,982)          85,609

Extraordinary item - equity in income
 of subsidiaries                                                 (27,815)            -                -   

Cumulative effect of change in
 accounting principle - NL                                         1,217             -                -   

      Net income (loss)                                        $(109,809)        $(23,982)        $ 85,609
</TABLE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES

      SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                       Condensed Statements of Cash Flows

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                       1993             1994              1995

<S>                                                                   <C>                <C>              <C>
Cash flows from operating activities: 
  Net income (loss)                                                   $(109,809)         $(23,982)        $ 85,609
  Undistributed earnings of subsidiaries:
    Equity in (income) loss before
     extraordinary item and cumulative
     effect of change in accounting
     principle                                                           49,766            (7,925)         (99,734)
    Extraordinary item                                                   27,815              -                -   
  Distributions from subsidiaries                                          -               30,000           15,000
  Noncash interest expense                                                  165               845              842
  Deferred income taxes                                                   1,510           (20,577)           1,411
  Securities transactions                                                (3,637)            1,220           (1,175)
  Cumulative effect of change in 
   accounting principle                                                  (1,217)             -                -   
  Other, net                                                             (1,268)           (3,836)          (5,819)

                                                                        (36,675)          (24,255)          (3,866)

  Change in assets and liabilities, net                                  14,428            23,263            8,042
  Marketable trading securities:
    Purchases                                                              -                 (870)            (762)
    Dispositions                                                           -               15,530           27,102

      Net cash provided (used) by
       operating activities                                             (22,247)           13,668           30,516

Cash flows from investing activities:
  Investment in subsidiary                                               (6,478)           (6,630)          (9,062)
  Capital expenditures                                                       (4)             (126)             (33)
  Loans to subsidiaries                                                (341,500)             -                -   
  Purchases of marketable securities                                    (10,899)             -                -   
  Proceeds from disposition of marketable                                      
   securities                                                            69,232              -                -   
  Other, net                                                                667               402               10

      Net cash used by investing activities                            (288,982)           (6,354)          (9,085)
</TABLE>


                      NL INDUSTRIES, INC. AND SUBSIDIARIES

      SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                 Condensed Statements of Cash Flows (Continued)

                  Years ended December 31, 1993, 1994 and 1995

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                    1993            1994           1995

<S>                                                                  <C>               <C>             <C>
Cash flows from financing activities:
  Borrowings of (principal payments on):
    Long-term debt                                                   $ 327,340         $  (170)        $  -   
    Loans from affiliates                                              (16,047)           -               -   
  Other, net                                                              -                120             278

      Net cash provided (used) by 
       financing activities                                            311,293             (50)            278

Cash and cash equivalents:
  Increase (decrease) from:
    Operating activities                                               (22,247)         13,668          30,516
    Investing activities                                              (288,982)         (6,354)         (9,085)
    Financing activities                                               311,293             (50)            278

  Net change from operating, investing
   and financing activities                                                 64           7,264          21,709
  Balance at beginning of year                                          11,043          11,107          18,371

  Balance at end of year                                             $  11,107         $18,371         $40,080
</TABLE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                    Notes to Condensed Financial Information



NOTE 1 - BASIS OF PRESENTATION:

     The  Consolidated   Financial  Statements  of  NL   Industries,  Inc.  (the
"Company")  and  the related  Notes  to  Consolidated Financial  Statements  are
incorporated herein by reference.


NOTE 2 - NET RECEIVABLE FROM (PAYABLE TO) subsidiaries and affiliates:
<TABLE>
<CAPTION>
                                                                                 December 31,     
                                                                               1994
                                                                                                1995
                                                                                       (In thousands)

<S>                                                                              <C>              <C>
Current:
  Tremont Corporation                                                            $ (4,780)        $ (3,525)
  Other                                                                                (3)              27

  Kronos and Rheox:
    Income taxes                                                                   (1,043)             567
    Other, net                                                                      3,897            3,706

                                                                                 $ (1,929)        $    775

Noncurrent:
  Note receivable - Kronos                                                       $366,409         $382,034
</TABLE>

NOTE 3 - LONG-TERM DEBT:
<TABLE>
<CAPTION>
                                                                                 December 31,     
                                                                               1994
                                                                                                1995
                                                                                       (In thousands)

<S>                                                                              <C>              <C>
11.75% Senior Secured Notes                                                      $250,000         $250,000
13% Senior Secured Discount Notes                                                 116,409          132,034

                                                                                 $366,409         $382,034
</TABLE>

     See Note  10 of the Consolidated Financial  Statements for a description of
the Notes.


     The  aggregate maturities of the  Company's long-term debt  at December 31,
1995 are shown in the table below.  
<TABLE>
<CAPTION>
                                                                                                Amount    
                                                                                            (In thousands)

<S>                                                                                               <C>
Senior Secured Notes due 2003                                                                     $250,000
Senior Secured Discount Notes due 2005                                                             187,500
                                                                                                   437,500
Less unamortized original issue discount on the
 Senior Secured Discount Notes                                                                      55,466

                                                                                                  $382,034
</TABLE>
     The Company and Kronos have agreed, under certain circumstances, to provide
Kronos' principal international subsidiary   with up to  DM 125  million through
January 1, 2001.


NOTE 4 - CONTINGENCIES:

See Legal proceedings in Note 18 to the Consolidated Financial Statements.

                                   NL INDUSTRIES, INC. AND SUBSIDIARIES

                             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                              (In thousands)

<TABLE>
<CAPTION>
                                                  Balance at        Charged to
                                                  beginning         costs and
                   Description                     of year           expenses       Deductions

<S>                                                      <C>             <C>        <C>
Year ended December 31, 1995:
  Allowance for doubtful accounts
   and notes receivable                                  $  3,749        $   289    $  (166)(a)

  Amortization of intangibles                            $ 16,149         $3,241    $  -   

  Valuation allowance for deferred
   income taxes                                          $164,500        $(9,588)   $  -   

Year ended December 31, 1994:
  Allowance for doubtful accounts
   and notes receivable                                  $  3,008        $ 1,141    $  (616)(a)

  Amortization of intangibles                            $ 11,941        $ 2,901    $  -   

  Valuation allowance for deferred
   income taxes                                          $133,377        $24,309    $  -   

Year ended December 31, 1993:
  Allowance for doubtful accounts
   and notes receivable                                  $  2,385        $ 1,216    $  (476)(a)

  Amortization of intangibles                            $  9,792        $ 2,863    $  -   

  Valuation allowance for deferred
   income taxes                                          $ 86,031        $50,562(b) $  -   
</TABLE>
<TABLE>
<CAPTION>
                                                   Currency
                                                  translation                       Balance at
                   Description                    adjustments         Other         end of year

<S>                                                      <C>             <C>              <C>
Year ended December 31, 1995:
  Allowance for doubtful accounts
   and notes receivable                                  $   167         $  -             $  4,039

  Amortization of intangibles                            $ 1,172         $  -             $ 20,562

  Valuation allowance for deferred
   income taxes                                          $ 6,451    $34,206(c)            $195,569

Year ended December 31, 1994:
  Allowance for doubtful accounts
   and notes receivable                                  $   216         $  -             $  3,749

  Amortization of intangibles                            $ 1,307         $  -             $ 16,149

  Valuation allowance for deferred
   income taxes                                          $ 6,814         $  -             $164,500

Year ended December 31, 1993:
  Allowance for doubtful accounts
   and notes receivable                                  $  (117)        $  -             $  3,008

  Amortization of intangibles                            $  (714)        $  -             $ 11,941

  Valuation allowance for deferred
   income taxes                                          $(3,216)        $  -             $133,377
</TABLE>
              

(a)  Amounts written off, less recoveries.  
(b)  Includes amounts recorded as part of extraordinary item.
(c)  Direct offset to the increase in gross  deferred income tax assets 
     resulting from recharacterization ofcertain tax attributes due 
     primarily to changes in certain income tax return elections.