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)
                                February 22, 2005
                                ----------------

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

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

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

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


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

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

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

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

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

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


<PAGE>


Item 7.01           Regulation FD Disclosure.

         The registrant  hereby furnishes the information set forth in its press
release  issued on February  22,  2005,  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 February 22, 2005 issued by
                                the registrant.



<PAGE>


                                    SIGNATURE


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

                                                   NL INDUSTRIES, INC.
                                                   (Registrant)




                                                   By:    /s/ A. Andrew R. Louis
                                                          ----------------------
                                                          A. Andrew R. Louis
                                                          Assistant Secretary




Date:  February 23, 2005




<PAGE>


                                INDEX TO EXHIBITS


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

99.1             Press Release dated February 22, 2005 issued by the registrant.