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

                                    FORM 8-K

                                 CURRENT REPORT

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

              Date of Report (Date of the earliest event reported)
                                November 8, 2004

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

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


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


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


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

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

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

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

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

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


<PAGE>


Item 2.02     Results of Operations and Financial Condition.
Item 7.01     Regulation FD Disclosure.

         Pursuant to Items 2.02 and 7.01 of this current report,  the registrant
hereby  furnishes  the  information  set  forth in its press  release  issued on
November  8,  2004,  a copy of which is  attached  hereto  as  Exhibit  99.1 and
incorporated herein by reference.

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

Item 9.01       Financial Statements and Exhibits.

                (c) Exhibits.

                 Item No.           Exhibit Index
                 ----------         ----------------------------------------
                 99.1               Press Release dated November 8, 2004 issued
                                    by the registrant.



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                                    SIGNATURE


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

                                                  NL INDUSTRIES, INC.
                                                  (Registrant)




                                                  By:    /s/ Gregory M. Swalwell
                                                         -----------------------
                                                         Gregory M. Swalwell
                                                         Vice President, Finance




Date:  November 8, 2004




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                                INDEX TO EXHIBITS


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

99.1              Press Release dated November 8, 2004 issued by the registrant.