SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


|X|     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 - For the quarter ended March 31, 2000

                                       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                77060-2544
--------------------------------------------------           -------------------
     (Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code:            (281)  423-3300
                                                             -------------------




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) had  been  subject  to such  filing
requirements for the past 90 days.    Yes X       No




Number of shares of common stock outstanding on May 3, 2000:  50,560,640


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX



                                                                          Page
PART I.        FINANCIAL INFORMATION

  Item 1.      Financial Statements.

               Consolidated Balance Sheets - December 31, 1999
                and March 31, 2000                                           3-4

               Consolidated Statements of Income - Three
                months ended March 31, 1999 and 2000                           5

               Consolidated Statements of Comprehensive Income
                - Three months ended March 31, 1999 and 2000                   6

               Consolidated Statement of Shareholders' Equity
                - Three months ended March 31, 2000                            7

               Consolidated Statements of Cash Flows - Three
                months ended March 31, 1999 and 2000                         8-9

               Notes to Consolidated Financial Statements                  10-14

  Item 2.      Management's Discussion and Analysis of Financial
                Condition and Results of Operations                        15-20


PART II.       OTHER INFORMATION

  Item 1.      Legal Proceedings                                           20-21

  Item 6.      Exhibits and Reports on Form 8-K                               21


                                      - 2 -

<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>
<CAPTION>


                                                       December 31,    March 31,
              ASSETS                                      1999           2000
                                                       -----------    ----------

<S>                                                     <C>           <C>
Current assets:
  Cash and cash equivalents ........................    $  134,224    $  133,698
  Restricted cash equivalents ......................        17,565        17,208
  Accounts and notes receivable ....................       143,768       151,152
  Receivable from affiliates .......................           747           392
  Refundable income taxes ..........................         4,473         1,252
  Inventories ......................................       191,184       173,926
  Prepaid expenses .................................         2,492         3,111
  Deferred income taxes ............................        11,974        10,343
                                                        ----------    ----------

      Total current assets .........................       506,427       491,082
                                                        ----------    ----------

Other assets:
  Marketable securities ............................        15,055        24,664
  Investment in TiO2 manufacturing joint venture ...       157,552       154,052
  Prepaid pension cost .............................        23,271        22,373
  Other ............................................         5,410         4,845
                                                        ----------    ----------

      Total other assets ...........................       201,288       205,934
                                                        ----------    ----------

Property and equipment:
  Land .............................................        23,678        22,618
  Buildings ........................................       133,682       128,487
  Machinery and equipment ..........................       550,842       530,016
  Mining properties ................................        71,952        68,959
  Construction in progress .........................         6,805         9,742
                                                        ----------    ----------
                                                           786,959       759,822
  Less accumulated depreciation and depletion ......       438,501       427,563
                                                        ----------    ----------

      Net property and equipment ...................       348,458       332,259
                                                        ----------    ----------

                                                        $1,056,173    $1,029,275
                                                        ==========    ==========
</TABLE>


                                      - 3 -

<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>
<CAPTION>



                                                   December 31,      March 31,
    LIABILITIES AND SHAREHOLDERS' EQUITY               1999            2000
                                                   ------------     -----------

<S>                                                 <C>             <C>
Current liabilities:
  Notes payable ................................    $    57,076     $    54,075
  Current maturities of long-term debt .........            212             162
  Accounts payable and accrued liabilities .....        190,360         188,399
  Payable to affiliates ........................         11,240          10,422
  Income taxes .................................          5,605           6,477
  Deferred income taxes ........................            326             777
                                                    -----------     -----------

      Total current liabilities ................        264,819         260,312
                                                    -----------     -----------

Noncurrent liabilities:
  Long-term debt ...............................        244,266         244,207
  Deferred income taxes ........................        108,226         107,069
  Accrued pension cost .........................         32,946          29,884
  Accrued postretirement benefits cost .........         37,105          36,372
  Other ........................................         93,821          85,502
                                                    -----------     -----------

      Total noncurrent liabilities .............        516,364         503,034
                                                    -----------     -----------


Minority interest ..............................          3,903           3,976
                                                    -----------     -----------

Shareholders' equity:
  Common stock .................................          8,355           8,355
  Additional paid-in capital ...................        774,304         774,322
  Retained earnings ............................         19,150          35,263
  Accumulated other comprehensive loss .........       (158,921)       (174,172)
  Treasury stock ...............................       (371,801)       (381,815)
                                                    -----------     -----------

      Total shareholders' equity ...............        271,087         261,953
                                                    -----------     -----------

                                                    $ 1,056,173     $ 1,029,275
                                                    ===========     ===========
</TABLE>

Commitments and contingencies (Note 12)


          See accompanying notes to consolidated financial statements.
                                      - 4 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 1999 and 2000

                      (In thousands, except per share data)


<TABLE>
<CAPTION>


                                                               1999       2000
                                                             --------   --------
<S>                                                          <C>        <C>
Revenues and other income:
  Net sales ..............................................   $201,569   $231,009
  Other, net .............................................      6,413      4,500
                                                             --------   --------

                                                              207,982    235,509
                                                             --------   --------
Costs and expenses:
  Cost of sales ..........................................    147,040    159,265
  Selling, general and administrative ....................     32,562     33,390
  Interest ...............................................      9,779      7,856
                                                             --------   --------

                                                              189,381    200,511
                                                             --------   --------

      Income before income taxes and minority interest ...     18,601     34,998

Income tax expense .......................................      4,650     11,199
                                                             --------   --------

      Income before minority interest ....................     13,951     23,799

Minority interest ........................................         11         91
                                                             --------   --------

      Net income .........................................   $ 13,940   $ 23,708
                                                             ========   ========

Earnings per share - net income:
  Basic ..................................................   $    .27   $    .47
                                                             ========   ========
  Diluted ................................................   $    .27   $    .46
                                                             ========   ========

Shares used in the calculation of earnings per share:
  Basic ..................................................     51,819     50,920
  Dilutive impact of stock options .......................         51        234
                                                             --------   --------

    Diluted ..............................................     51,870     51,154
                                                             ========   ========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      - 5 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)


<TABLE>
<CAPTION>


                                                           1999          2000
                                                         --------      --------

<S>                                                      <C>           <C>
Net income .........................................     $ 13,940      $ 23,708
                                                         --------      --------

Other comprehensive income (loss), net of tax:
  Marketable securities adjustment .................         (940)           58
  Currency translation adjustment ..................      (12,251)      (15,309)
                                                         --------      --------

    Total other comprehensive loss .................      (13,191)      (15,251)
                                                         --------      --------

      Comprehensive income .........................     $    749      $  8,457
                                                         ========      ========

</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 6 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                        Three months ended March 31, 2000

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                 Accumulated other
                                                                             comprehensive income (loss)
                                                  Additional             -----------------------------------
                                          Common   paid-in    Retained    Currency      Pension   Marketable  Treasury
                                           stock   capital    earnings   translation  liabilities securities    stock      Total
                                        --------- ----------  ---------  -----------  ----------- ----------  --------   ---------

<S>                                     <C>        <C>        <C>         <C>         <C>         <C>        <C>         <C>
Balance at December 31, 1999 .........  $   8,355  $ 774,304  $  19,150   $(160,022)  $  (1,756)  $   2,857  $(371,801)  $ 271,087

Net income ...........................       --         --       23,708        --          --          --         --        23,708

Other comprehensive income (loss), net       --         --         --       (15,309)       --            58       --       (15,251)

Dividends ............................       --         --       (7,595)       --          --          --         --        (7,595)

Other ................................       --           18       --          --          --          --         --            18

Treasury stock:
  Acquired (713 shares) ..............       --         --         --          --          --          --      (10,331)    (10,331)
  Reissued (22 shares) ...............       --         --         --          --          --          --          317         317
                                        ---------  ---------  ---------   ---------   ---------   ---------  ---------   ---------

Balance at March 31, 2000 ............  $   8,355  $ 774,322  $  35,263   $(175,331)  $  (1,756)  $   2,915  $(381,815)  $ 261,953
                                        =========  =========  =========   =========   =========   =========  =========   =========

</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 7 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)


<TABLE>
<CAPTION>


                                                             1999        2000
                                                           --------    --------

<S>                                                        <C>         <C>
Cash flows from operating activities:
  Net income ...........................................   $ 13,940    $ 23,708
  Depreciation, depletion and amortization .............      8,662       7,875
  Deferred income taxes ................................      1,518       3,368
  Distribution from TiO2 manufacturing joint venture ...      6,500       3,500
  Other, net ...........................................     (2,389)     (1,428)
                                                           --------    --------

                                                             28,231      37,023

  Change in assets and liabilities:
    Accounts and notes receivable ......................    (21,213)    (12,517)
    Inventories ........................................      8,570      11,092
    Prepaid expenses ...................................     (2,018)       (712)
    Accounts payable and accrued liabilities ...........     (6,459)     (4,145)
    Income taxes .......................................     (1,937)      4,309
    Other, net .........................................     (2,374)     (1,287)
                                                           --------    --------

      Net cash provided by operating activities ........      2,800      33,763
                                                           --------    --------

Cash flows from investing activities:
  Capital expenditures .................................     (7,846)     (6,153)
  Change in restricted cash equivalents, net ...........     (9,047)        357
  Purchase of Tremont Corporation common stock .........       --        (9,520)
  Proceeds from disposition of property and equipment ..      2,114          57
                                                           --------    --------

      Net cash used by investing activities ............    (14,779)    (15,259)
                                                           --------    --------
</TABLE>


                                      - 8 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)


<TABLE>
<CAPTION>


                                                            1999         2000
                                                         ---------    ---------

<S>                                                      <C>          <C>
Cash flows from financing activities:
  Indebtedness:
    Borrowings .......................................   $  56,271    $    --
    Principal payments ...............................     (60,599)         (89)
  Dividends paid .....................................      (1,814)      (7,595)
  Treasury stock purchased ...........................        --        (10,331)
  Other, net .........................................         117          317
                                                         ---------    ---------

      Net cash used by financing activities ..........      (6,025)     (17,698)
                                                         ---------    ---------

Cash and cash equivalents:
  Net change from:
    Operating, investing and financing activities ....     (18,004)         806
    Currency translation .............................      (1,684)      (1,332)
  Balance at beginning of period .....................     154,953      134,224
                                                         ---------    ---------

  Balance at end of period ...........................   $ 135,265    $ 133,698
                                                         =========    =========


Supplemental disclosures - cash paid for:
  Interest ...........................................   $   1,990    $     141
  Income taxes, net ..................................       5,064        3,505

</TABLE>



          See accompanying notes to consolidated financial statements.
                                      - 9 -


<PAGE>



                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and basis of presentation:

        NL Industries,  Inc.  conducts its titanium  dioxide  pigments  ("TiO2")
operations through its wholly owned subsidiary,  Kronos, Inc. At March 31, 2000,
Valhi,  Inc. and Tremont  Corporation,  each affiliates of Contran  Corporation,
held approximately 60% and 20%, respectively,  of NL's outstanding common stock.
At March 31,  2000,  Contran  and its  subsidiaries  held  approximately  93% of
Valhi's outstanding common stock, and Valhi and other entities related to Harold
C. Simmons held  approximately  73% of Tremont's  outstanding  common stock. See
Note 5.

        The consolidated  balance sheet of NL Industries,  Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 1999 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2000 and the consolidated  statements of
income,  comprehensive  income,  shareholders'  equity  and cash  flows  for the
interim periods ended March 31, 1999 and 2000 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the operating results for a full year or of future operations.

        Certain  information  and  footnote  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  Certain prior-year amounts have been
reclassified  to conform to the  current  year  presentation.  The  accompanying
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  included in the Company's  Annual Report on
Form 10-K for the year ended December 31, 1999 (the "1999 Annual Report").

        The Company  will adopt  Statement  of  Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
as amended,  no later than the first quarter of 2001.  SFAS No. 133  establishes
accounting  standards for derivative  instruments,  including certain derivative
instruments embedded in other contracts, and for hedging activities.  Under SFAS
No. 133, all derivatives  will be recognized as either assets or liabilities and
measured at fair value.  The accounting for changes in fair value of derivatives
will depend upon the intended use of the derivative. The impact of adopting SFAS
No. 133, if any, has not been  determined  but will be dependent upon the extent
to which the  Company  is then a party to  derivative  contracts  or  engaged in
hedging  activities,   including  derivatives  embedded  in  nonderivative  host
contacts.  As  permitted  by the  transition  requirements  of SFAS No.  133, as
amended,  the  Company  will  exempt  from the  scope  of SFAS No.  133 all host
contracts containing embedded derivatives which were issued or acquired prior to
January 1, 1999.







                                     - 10 -

<PAGE>



Note 2 - Earnings per share:

        Basic  earnings  per share is based on the  weighted  average  number of
common  shares  outstanding  during each period.  Diluted  earnings per share is
based on the weighted average common shares  outstanding and the dilutive impact
of outstanding stock options.

Note 3 - Business segment information:

        The  Company's  operations  are  conducted  by Kronos  in one  operating
business segment - the production and sale of TiO2.

<TABLE>
<CAPTION>

                                                            Three months ended
                                                                March 31,
                                                          ---------------------
                                                            1999         2000
                                                          ---------   ---------
                                                              (In thousands)

<S>                                                       <C>         <C>
Net sales ..............................................  $ 201,569   $ 231,009
Other income, excluding corporate ......................      3,693       1,670
                                                          ---------   ---------
                                                            205,262     232,679

Cost of sales ..........................................    147,040     159,265
Selling, general and administrative, excluding corporate     27,261      27,179
                                                          ---------   ---------

  Operating income .....................................     30,961      46,235

General corporate income (expense):
  Securities earnings, net .............................      1,600       1,718
  Expenses, net ........................................     (4,181)     (5,099)
  Interest expense .....................................     (9,779)     (7,856)
                                                          ---------   ---------

                                                          $  18,601   $  34,998
                                                          =========   =========
</TABLE>

Note 4 - Inventories:

<TABLE>
<CAPTION>

                                                   December 31,        March 31,
                                                       1999              2000
                                                   ------------        ---------
                                                           (In thousands)

<S>                                                  <C>                <C>
Raw materials ............................           $ 54,861           $ 42,900
Work in process ..........................              8,065              7,328
Finished products ........................            100,824             97,567
Supplies .................................             27,434             26,131
                                                     --------           --------

                                                     $191,184           $173,926
                                                     ========           ========
</TABLE>


                                     - 11 -

<PAGE>



Note 5 - Marketable securities:

<TABLE>
<CAPTION>

                                                        December 31,   March 31,
                                                            1999         2000
                                                        ------------   ---------
                                                             (In thousands)
<S>                                                       <C>          <C>
Available-for-sale marketable equity securities:
  Unrealized gains ...................................    $  6,700     $  7,623
  Unrealized losses ..................................      (2,304)      (3,138)
  Cost ...............................................      10,659       20,179
                                                          --------     --------

      Aggregate fair value ...........................    $ 15,055     $ 24,664
                                                          ========     ========
</TABLE>

        In March 2000 the Company  purchased  500,000 shares of Tremont's common
stock in market  transactions  for $9.5 million.  At March 31, 2000, the Company
held  approximately 9% of Tremont's  outstanding  common stock and 1% of Valhi's
outstanding  common  stock.  The  Company  accounts  for  investments  in parent
companies as "available-for-sale" marketable securities carried at fair value.

Note 6 - Other noncurrent assets:

<TABLE>
<CAPTION>
                                                       December 31,    March 31,
                                                           1999           2000
                                                       ------------    ---------
                                                             (In thousands)

<S>                                                       <C>             <C>
Deferred financing costs, net ..................          $2,278          $2,128
Other ..........................................           3,132           2,717
                                                          ------          ------

                                                          $5,410          $4,845
                                                          ======          ======
</TABLE>

Note 7 - Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                     December 31,      March 31,
                                                         1999             2000
                                                     ------------      ---------
                                                            (In thousands)

<S>                                                  <C>                <C>
Accounts payable .........................           $ 56,597           $ 43,112
                                                     --------           --------
Accrued liabilities:
  Environmental costs ....................             47,228             53,023
  Employee benefits ......................             35,243             32,006
  Interest ...............................              6,761             14,334
  Deferred income ........................              4,000              4,000
  Other ..................................             40,531             41,924
                                                     --------           --------

                                                      133,763            145,287
                                                     --------           --------

                                                     $190,360           $188,399
                                                     ========           ========
</TABLE>


                                     - 12 -

<PAGE>



Note 8 - Other noncurrent liabilities:

<TABLE>
<CAPTION>

                                                       December 31,    March 31,
                                                           1999          2000
                                                       ------------    ---------
                                                            (In thousands)

<S>                                                      <C>             <C>
Environmental costs ............................         $64,491         $57,398
Insurance claims and expenses ..................          11,688          11,807
Employee benefits ..............................           7,816           7,859
Deferred income ................................           8,333           7,333
Other ..........................................           1,493           1,105
                                                         -------         -------

                                                         $93,821         $85,502
                                                         =======         =======
</TABLE>

Note 9 - Notes payable and long-term debt:

<TABLE>
<CAPTION>
                                                          December 31, March 31,
                                                              1999        2000
                                                          ------------ ---------
                                                               (In thousands)

<S>                                                         <C>         <C>
Notes payable - Kronos (Euro 56,511) ...................    $ 57,076    $ 54,075
                                                            ========    ========

Long-term debt:
  NL Industries, Inc.  - 11.75% Senior Secured Notes ...    $244,000    $244,000
  Kronos ...............................................         478         369
                                                            --------    --------

                                                             244,478     244,369

Less current maturities ................................         212         162
                                                            --------    --------

                                                            $244,266    $244,207
                                                            ========    ========
</TABLE>


                                     - 13 -

<PAGE>



Note 10 - Income taxes:

        The difference between the provision for income tax expense attributable
to income before income taxes and minority interest and the amount that would be
expected using the U.S.  federal  statutory  income tax rate of 35% is presented
below.

<TABLE>
<CAPTION>
                                                               Three months ended
                                                                     March 31,
                                                              --------------------
                                                                1999         2000
                                                              --------    --------
                                                                  (In thousands)

<S>                                                           <C>         <C>
Expected tax expense ......................................   $  6,510    $ 12,249
Non-U.S. tax rates ........................................        (81)          9
Incremental tax on income of companies not included in NL's
 consolidated U.S. federal income tax return ..............        458         281
Valuation allowance .......................................     (1,942)     (1,291)
U.S. state income taxes ...................................         90         141
Other, net ................................................       (385)       (190)
                                                              --------    --------

      Income tax expense ..................................   $  4,650    $ 11,199
                                                              ========    ========
</TABLE>

Note 11 - Other income, net:

<TABLE>
<CAPTION>
                                                            Three months ended
                                                                 March 31,
                                                          ---------------------
                                                            1999          2000
                                                          -------       -------
                                                              (In thousands)

<S>                                                       <C>           <C>
Corporate interest and dividend income ............       $ 1,600       $ 1,718
Currency transaction gains, net ...................         1,569         1,241
Noncompete agreement income .......................         1,000         1,000
Disposition of property and equipment .............           979          (402)
Trade interest income .............................           948           357
Other, net ........................................           317           586
                                                          -------       -------

                                                          $ 6,413       $ 4,500
                                                          =======       =======
</TABLE>

Note 12 - Commitments and contingencies:

        For  descriptions  of certain  legal  proceedings,  income tax and other
commitments and contingencies  related to the Company,  reference is made to (i)
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  (ii) Part II, Item 1 -"Legal Proceedings" and (iii) the 1999 Annual
Report.

                                     - 14 -

<PAGE>



MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------


RESULTS OF OPERATIONS

  Net sales and operating income

<TABLE>
<CAPTION>

                                                         Three months ended    %
                                                             March 31,       Change
                                                         ------------------  ------
                                                          1999       2000
                                                          ----       ----
                                                            (In millions)

<S>                                                       <C>      <C>        <C>
Net sales .............................................   $201.6   $231.0     +15%

Operating income ......................................   $ 31.0   $ 46.2     +49%

Percent changes in TiO2:
  Sales volume ........................................                       +24%
  Average selling prices (in billing currencies) ......                        N/C

</TABLE>

        Kronos' operating income in the first quarter of 2000 increased from the
first  quarter  of 1999 due to record  first-quarter  sales  volume  and  strong
production  volume.  Kronos'  first-quarter  sales volume increased 24% from the
first quarter of 1999 and was even with the fourth  quarter of 1999,  reflecting
sustained  strong  demand  in all  major  regions.  Kronos'  first-quarter  2000
production  volume was 16% higher than the comparable 1999 period with operating
rates near full  capacity  compared  to 86%  capacity  utilization  in the first
quarter of 1999.

        Average TiO2 selling prices in billing  currencies  (which  excludes the
effects of foreign currency translation) for the first quarter of 2000 were even
with the first  quarter of 1999 and were 3% higher  than the  fourth  quarter of
1999.  During  the first  quarter of 2000,  Kronos  announced  additional  price
increases  in Europe,  effective  in the second  quarter  of 2000.  The  Company
believes  demand for TiO2 will  remain  strong in the  near-term  as a result of
seasonally high sales to the coatings  industry,  resulting in continued  upward
pressure  on selling  prices.  Should  demand in the second  half of 2000 remain
robust,  additional  price  increases  could be  announced  later  in 2000.  The
successful  implementation  of any such  price  increase  will  depend on market
conditions.

        Kronos  anticipates  its TiO2 sales  volume for  full-year  2000 will be
slightly  higher than that of 1999.  Kronos expects its full-year 2000 operating
income  will be higher than 1999  primarily  because of higher  average  selling
prices,  higher production volume and its continued focus on controlling  costs.
The extent of the improvement  will be determined  primarily by the magnitude of
realized price increases.

        Kronos'  cost of sales as a  percentage  of net sales  decreased  in the
first quarter of 2000 primarily due to higher production  volume.  Excluding the
effects of foreign currency translation,  which decreased the Company's expenses
in the first  quarter of 2000  compared  to the first  quarter of 1999,  Kronos'
selling,  general and administrative  expenses increased in the first quarter of
2000 due to higher distribution  expenses  associated with higher  first-quarter
2000 sales volume.


                                     - 15 -

<PAGE>



        A  significant   amount  of  Kronos'  sales  and  operating   costs  are
denominated in currencies other than the U.S. dollar.  Fluctuations in the value
of the U.S.  dollar  relative to other  currencies,  primarily  a stronger  U.S.
dollar  compared to the euro,  decreased  the dollar value of sales in the first
quarter of 2000 by a net $14 million compared to the first quarter of 1999. When
translated from billing currencies to U.S. dollars using currency exchange rates
prevailing during the respective  periods,  Kronos'  first-quarter  2000 average
selling  price in U.S.  dollars  was  approximately  6% lower  than in the first
quarter  of 1999.  Kronos'  operating  costs  that are not  denominated  in U.S.
dollars were also lower when translated to U.S.  dollars in the first quarter of
2000 compared to the first quarter of 1999,  and  accordingly,  Kronos' per unit
costs were lower in the first  quarter of 2000  compared to the same period last
year.  As a result,  the net impact of currency  exchange rate  fluctuations  on
operating  income in the first quarter of 2000 was not significant when compared
to the first quarter of 1999.

  General corporate

        The following  table sets forth certain  information  regarding  general
corporate income (expense).

<TABLE>
<CAPTION>

                                                 Three months ended
                                                      March 31,          Difference
                                               ---------------------     ----------
                                                 1999         2000
                                               -------       -------
                                                    (In millions)

<S>                                            <C>           <C>           <C>
Securities earnings ...................        $   1.6       $   1.7       $   .1
Corporate expenses, net ...............           (4.2)         (5.0)         (.8)
Interest expense ......................           (9.8)         (7.9)         1.9
                                               -------       -------       ------

                                               $ (12.4)      $ (11.2)      $  1.2
                                               =======       =======       ======
</TABLE>

        Interest  expense in the first  quarter of 2000  decreased  20% from the
comparable  1999 period  primarily due to lower levels of  outstanding  debt and
lower European  borrowing rates. The Company expects its full-year 2000 interest
expense will be lower than 1999,  primarily  due to lower levels of  outstanding
debt and lower European borrowing rates.

  Provision for income taxes

        The Company reduced its deferred income tax valuation  allowance by $1.9
million in the first  quarter of 1999 and $1.3  million in the first  quarter of
2000  primarily as a result of  utilization  of certain tax attributes for which
the benefit had not been previously recognized under the "more- likely-than-not"
recognition criteria.

  Other

        Minority  interest  primarily  relates to the  Company's  majority-owned
environmental management subsidiary,  NL Environmental Management Services, Inc.
("EMS").


                                     - 16 -

<PAGE>



  Liquidity and capital resources

        The  Company's  consolidated  cash flows from  operating,  investing and
financing  activities  for the three  months  ended  March 31, 1999 and 2000 are
presented below.

<TABLE>
<CAPTION>

                                                              Three months ended
                                                                   March 31,
                                                              ------------------
                                                               1999       2000
                                                              ------    -------
                                                                (In millions)

<S>                                                           <C>       <C>
Net cash provided (used) by:
  Operating activities:
    Before changes in assets and liabilities ...............  $ 28.2    $  37.0
    Changes in assets and liabilities ......................   (25.4)      (3.2)
                                                              ------    -------
                                                                 2.8       33.8
  Investing activities .....................................   (14.8)     (15.3)
  Financing activities .....................................    (6.0)     (17.7)
                                                              ------    -------

      Net cash provided (used) by operating, investing,
       and financing activities ............................  $(18.0)   $    .8
                                                              ======    =======
</TABLE>


  Operating activities

        The TiO2 industry is cyclical and changes in economic  conditions within
the industry  significantly  impact the earnings and operating cash flows of the
Company. Cash flow from operations, before changes in assets and liabilities, in
the 2000 period  increased from the  comparable  period in 1999 primarily due to
higher operating income,  partially offset by lower cash  distributions from the
Company's  TiO2   manufacturing   joint   venture.   Changes  in  the  Company's
inventories,   receivables  and  payables  (excluding  the  effect  of  currency
translation)  used cash in both the first quarter of 1999 and 2000 primarily due
to increases in  receivables in each period;  however,  the net cash used in the
first quarter of 2000 was significantly  less than the first quarter of 1999 due
to a greater amount of cash being provided from  reductions in inventory  levels
and lower income tax payments in the first quarter of 2000.

  Investing activities

        In March 2000 the Company  purchased  500,000 shares of Tremont's common
stock  in  market  transactions  for  $9.5  million.  See  Note  1 and 5 to  the
Consolidated  Financial  Statements.  In the first  quarter of 1999 the  Company
collateralized  letters  of  credit  issued  and  outstanding  on  behalf  of an
affiliate  pursuant to an Insurance  Sharing  Agreement with $9.7 million of the
Company's  cash,  and  classified   such  amount  as  current   restricted  cash
equivalents.

  Financing activities

        In the first quarter of 2000, the Company's Board of Directors increased
the regular  quarterly  dividend from $.035 per share to $.15 per share and paid
dividends  of $7.6  million  to  shareholders.  In 1999 the  Company's  Board of
Directors  authorized a 1.5 million share repurchase  program.  Pursuant to this
program,  the Company  purchased  in the open  market (i) 552,000  shares of its
common stock at an aggregate cost of $7.2 million in 1999, (ii) 713,000

                                     - 17 -

<PAGE>



shares at an aggregate  cost of $10.3  million in the first  quarter of 2000 and
(iii) 34,000 shares at an aggregate cost of $.5 million in April 2000.

  Cash, cash equivalents and borrowing availability

        At March 31, 2000, the Company had cash and cash equivalents aggregating
$134 million ($37 million held by non-U.S.  subsidiaries)  and an additional $17
million of  restricted  cash  equivalents.  The Company's  subsidiaries  had $11
million available for borrowing at March 31, 2000 under existing non-U.S. credit
facilities.

  Income tax contingencies

        Certain  of the  Company's  tax  returns in various  U.S.  and  non-U.S.
jurisdictions  are being  examined  and tax  authorities  have  proposed  or may
propose tax deficiencies, including non- income tax related items and interest.

        During 1997 the Company received a tax assessment from the Norwegian tax
authorities  proposing tax  deficiencies  of NOK 51 million ($6 million at March
31, 2000)  relating to 1994.  The Company  appealed the 1994  assessment  to the
Fredrikstad City Court, and in February 2000 the Court ruled in favor of the tax
authorities  on the  primary  issue,  but  asserted  that  the tax  authorities'
assessment was  overstated by NOK 34 million ($4 million at March 31, 2000).  In
March  2000 the tax  authorities  agreed  with the  Court and  reduced  the 1994
assessment to NOK 17 million ($2 million at March 31, 2000). The tax authorities
recently  issued a NOK 13 million ($2 million at March 31, 2000)  assessment for
1996 which has been computed on a similar basis as the revised 1994  assessment.
The Company has appealed the Court's  decision on the primary  issue  related to
the 1994  assessment  to a higher  court,  and the  outcome  of the 1996 case is
dependent  on the eventual  outcome of the 1994 case.  The Company has granted a
lien for the 1994 tax assessment on its Fredrikstad,  Norway TiO2 plant in favor
of the Norwegian tax  authorities and expects to grant an additional lien on the
plant related to the 1996 assessment.

        No assurance can be given that these tax matters will be resolved in the
Company's  favor  in  view  of the  inherent  uncertainties  involved  in  court
proceedings.  The Company  believes that it has provided  adequate  accruals for
additional 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.

  Environmental matters and litigation

        The Company has been named as a defendant, potentially responsible party
("PRP"), or both, in a number of legal proceedings associated with environmental
matters,  including  waste  disposal  sites,  mining  locations  and  facilities
currently or previously owned, operated or used by the Company, certain of which
are on the U.S.  Environmental  Protection  Agency's (the "U.S.  EPA") Superfund
National  Priorities  List or similar  state lists.  On a quarterly  basis,  the
Company  evaluates  the  potential  range of its liability at sites where it has
been  named  as  a  PRP  or  defendant,   including  sites  for  which  EMS  has
contractually  assumed the  Company's  obligation.  The Company  believes it has
adequate  accruals  ($110  million at March 31, 2000) for  reasonably  estimable
costs of such matters, but the Company's ultimate liability may be affected by a
number of factors,  including changes in remedial alternatives and costs and the
allocations  of such costs among PRPs.  It is not possible to estimate the range
of costs for certain sites. The upper end

                                     - 18 -

<PAGE>



of the range of reasonably  possible costs to the Company for sites for which it
is possible to estimate  costs is  approximately  $150  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.  No assurance can
be given that actual costs will not exceed either  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. The imposition of more stringent standards or
requirements  under  environmental  laws or  regulations,  new  developments  or
changes  with respect to 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.  Furthermore,  there can be no assurance that additional  environmental
matters will not arise in the future.

  Lead pigment litigation

        The Company is also a defendant in a number of legal proceedings seeking
damages for personal  injury and property damage arising out of the sale of lead
pigments and lead-based paints.  There is no assurance that the Company will not
incur  future  liability in respect of this  pending  litigation  in view of the
inherent  uncertainties  involved  in court  and jury  rulings  in  pending  and
possible  future cases.  However,  based on, among other things,  the results of
such litigation to date, the Company  believes that the pending lead pigment and
paint  litigation is without merit.  The Company has not accrued any amounts for
such pending litigation. Liability that may result, if any, cannot reasonably be
estimated. In addition, various legislation and administrative regulations have,
from time to time,  been  enacted or  proposed  that seek to (a) impose  various
obligations on present and former  manufacturers  of lead pigment and lead-based
paint with respect to asserted health  concerns  associated with the use of such
products and (b)  effectively  overturn court decisions in which the Company and
other  pigment  manufacturers  have been  successful.  Examples of such proposed
legislation  include bills which would permit civil liability for damages on the
basis of market  share,  rather  than  requiring  plaintiffs  to prove  that the
defendant's  product  caused the alleged  damage and bills  which  would  revive
actions barred by the statute of limitations. The Company currently believes the
disposition  of all  claims and  disputes,  individually  and in the  aggregate,
should  not  have  a  material  adverse  effect  on the  Company's  consolidated
financial  position,  results  of  operations  or  liquidity.  There  can  be no
assurance that additional matters of these types will not arise in the future.

  Other

        On May 3,  2000,  a  confederation  of  labor  organizations  in  Norway
implemented a work stoppage directed at various Norwegian  employers,  including
the Company's  30,000 metric ton TiO2 facility and ilmenite  mining  operations.
The Company currently does not expect the work stoppage to be lengthy or to have
a material  adverse  effect on the Company's  consolidated  financial  position,
results of operations or liquidity.


        The  Company   periodically   evaluates  its   liquidity   requirements,
alternative uses of capital, capital needs and availability of resources in view
of, among other things,  its debt service and capital  expenditure  requirements
and estimated  future  operating  cash flows.  As a result of this process,  the
Company  in the  past  has  sought,  and in the  future  may  seek,  to  reduce,
refinance,  repurchase or restructure  indebtedness;  raise additional  capital;
issue additional securities;  modify its dividend policy;  restructure ownership
interests; sell interests in subsidiaries or other assets;

                                     - 19 -

<PAGE>



or take a  combination  of such steps or other steps to manage its liquidity and
capital resources.  In the normal course of its business, the Company may review
opportunities for the acquisition,  divestiture, joint venture or other business
combinations  in  the  chemicals  or  other  industries.  In  the  event  of any
acquisition  or joint  venture  transaction,  the  Company  may  consider  using
available cash,  issuing equity securities or increasing its indebtedness to the
extent permitted by the agreements governing the Company's existing debt.

  Special note regarding forward-looking statements

        The  statements  contained  in  this  Report  on Form  10-Q  ("Quarterly
Report")  which  are  not  historical  facts,  including,  but not  limited  to,
statements  found under the captions  "Results of Operations" and "Liquidity and
Capital  Resources"  above,  are   forward-looking   statements  that  represent
management's  beliefs and assumptions based on currently available  information.
Forward-looking  statements  can be  identified  by the  use of  words  such  as
"believes,"  "intends,"  "may," "will," "should,"  "anticipates,"  "expects," or
comparable  terminology or by  discussions  of strategy or trends.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable, it cannot give any assurances that these expectations
will prove to be correct.  Such  statements  by their nature  involve  risks and
uncertainties,  including,  but not limited to, the  cyclicality of the titanium
dioxide  industry,  global  economic  conditions,  global  productive  capacity,
customer inventory levels,  changes in product pricing,  competitive  technology
positions,  operating  interruptions  (including,  but  not  limited  to,  labor
disputes,  leaks,  fires,  explosions,  unscheduled  downtime and transportation
interruptions),  the  ultimate  resolution  of pending or  possible  future lead
pigment  litigation  and  legislative  developments  related  to the lead  paint
litigation,  the outcome of other litigation,  and other risks and uncertainties
included  in this  Quarterly  Report  and in the  1999  Annual  Report,  and the
uncertainties  set forth from time to time in the Company's other public reports
and filings.  Should one or more of these risks materialize (or the consequences
of such a  development  worsen),  or should  the  underlying  assumptions  prove
incorrect,  actual  results  could differ  materially  from those  forecasted or
expected. The Company assumes no duty to update any forward-looking statements.


                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           Reference  is made to the 1999  Annual  Report  for  descriptions  of
certain previously reported legal proceedings.

           Brenner, et al. v. American Cyanamid, et al. (No. 12596-93). In March
2000 the Fourth  Department  intermediate  appellate  court  denied  plaintiffs'
request to seek review.

           Sweet, et al. v. Sheahan, et al. (No.  97-CV-1666/LEK-DNH).  In March
2000  plaintiffs  voluntarily  dismissed all defendants  other than the landlord
without prejudice.

           Cofield,  et  al.  v.  Lead  Industries  Association,   et  al.  (No.
24-C-099-004491). In March 2000 the Federal trial court (No. MJG-99-3277) denied
plaintiffs'  motion to remand to State Court. In April 2000 defendants  filed an
additional motion to dismiss all claims for lack of product identification.


                                     - 20 -

<PAGE>



           City of St. Louis v. Lead Industries Association, et al (No. 002-245,
Division  1). In March 2000  defendants  removed  the case to  Missouri  federal
court.  In April 2000  plaintiff  filed a motion to remand to State Court and an
amended complaint seeking to add additional Missouri defendant residents.

           In April 2000 the Company  was served  with a complaint  in County of
Santa Clara v. Atlantic Richfield  Company,  et al. (Superior Court of the State
of California,  County of Santa Clara, Case No.  CV788657).  The County of Santa
Clara seeks to  represent  a class of all public  entities  in  California.  The
County  seeks  from  defendants,  eight  present  or  former  pigment  or  paint
manufacturing  companies  and  the  Lead  Industries  Association,  compensatory
damages  for  funds  the  plaintiffs   have  expended  for  medical   treatment,
educational expenses,  abatement or other costs due to exposure to, or potential
exposure to, lead paint, disgorgement of profit, and punitive damages. Plaintiff
alleges  causes  of  action  for  violations  of  the  California  Business  and
Professions Code, strict product liability,  negligence,  fraud and concealment,
unjust   enrichment,   and  indemnity,   and  includes  market  share  liability
allegations.  The Company  intends to deny all  allegations  of  wrongdoing  and
liability and to defend the case vigorously.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits

                27.1 - Financial Data Schedule for the three-month  period ended
                March 31, 2000.

           (b)  Reports on Form 8-K

                Reports on Form 8-K for the  quarter  ended  March 31,  2000 and
                through the date of this report:

                  January 26, 2000 - reported  Items 5 and 7.
                  February 9, 2000 - reported  Items 5 and 7.
                  April 18, 2000 - reported Items 5 and 7.



                                     - 21 -

<PAGE>



                                   SIGNATURES


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 thereunto duly authorized.



                                                    NL INDUSTRIES, INC.
                                           -------------------------------------
                                                        (Registrant)



Date:  May 3, 2000                         By    /s/ Susan E. Alderton
------------------                               -------------------------------
                                                 Susan E. Alderton
                                                  Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)



Date:  May 3, 2000                         By    /s/ Robert D. Hardy
------------------                               -------------------------------
                                                 Robert D. Hardy
                                                  Vice President and Controller
                                                  (Principal Accounting Officer)

                                     - 22 -