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



                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


                               NL Industries, Inc

                             SEC FILE NUMBER: 1-640



     [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR


                       For Period Ended: December 31, 2004


      [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
      [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR
                        For the Transition Period Ended:


    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.



 If the notification relates to a portion of the filing checked above, identify
          the Item(s) to which the notification relates: Not applicable


<PAGE>

                         PART I - REGISTRANT INFORMATION


Full Name of Registrant: NL Industries, Inc

Former Name if Applicable:  Not Applicable

Address of Principal Executive Office:
                        5430 LBJ Freeway, Suite 1700
                        Three Lincoln Centre, Dallas, Texas  75240-2697



                        PART II - RULES 12b-25(b) AND (c)


If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.

[X]  (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report or transition report on Form
          10-Q,  or  portion  thereof,  will be filed  on or  before  the  fifth
          calendar day following the prescribed due date; and

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached, if applicable.

                              PART III - NARRATIVE


State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed period:


The  Registrant  is still in the process of  completing  its  assessment  of its
internal control over financial  reporting.  The Registrant currently expects to
be able to  complete  such  assessment  within  the time  provided  by this Form
12b-25,  at which time the Registrant  would file its complete  Annual Report on
Form 10-K for the year ended December 31, 2004, including management's report on
internal control over financial reporting.

<PAGE>

                           PART IV - OTHER INFORMATION


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification:

Greg  Swalwell,   Vice   President,   Finance  and  Chief   Financial   Officer.
972-233-1700.


(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
Registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                 [X] Yes [ ] No


(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                 [ ] Yes [X] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Registrant  cautions that statements in this
Form 12b-25 relating to matters that are not historical facts including, but not
limited to, statements found in Part III - "Narrative" and this Part IV - "Other
Information," are forward-looking  statements that represent management's belief
and  assumptions  based  on  currently  available  information.  Forward-looking
statements can be identified by the use of words such as "believes,"  "intends,"
"may," "should," "could," "anticipates,"  "expected," or comparable terminology,
or by discussions of strategies or trends.  Although the Registrant believes 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 substantial risks and uncertainties that
could  significantly  impact expected  results,  and actual future results could
differ materially from those described in such forward-looking statements. While
it is not  possible to identify all factors,  the  Registrant  continues to face
many risks and  uncertainties.  Among the factors that could cause actual future
results to differ materially are the risks and  uncertainties  discussed in this
filing and those described from time to time in the  Registrant's  other filings
with the Securities and Exchange Commission including, but not limited to:

     o    Future supply and demand for the Company's products,
     o    The extent of the dependence of certain of the Company's businesses on
          certain market sectors,
     o    The cyclicality of certain of the Company's businesses,
     o    The impact of certain long-term  contracts on certain of the Company's
          businesses,
     o    Customer inventory levels,
     o    Changes in raw material and other operating costs,
     o    The possibility of labor disruptions,
     o    General global economic and political conditions,
     o    Competitive products and substitute products,
     o    Customer and competitor strategies,
     o    The impact of pricing and production decisions,
     o    Competitive technology positions,
     o    The introduction of trade barriers,
     o    Fluctuations in currency exchange rates,
     o    Operating interruptions,
     o    The ability to implement headcount reductions in certain operations in
          a  cost   effective   manner  within  the   constraints   of  non-U.S.
          governmental  regulations,  and the timing and amount of any such cost
          savings realized,
     o    The ability of the Company to renew or refinance credit facilities,
<PAGE>

     o    Uncertainties associated with new product development,
     o    The ultimate outcome of income tax audits, tax settlement  initiatives
          or other tax matters,
     o    The ultimate ability to utilize income tax attributes,  the benefit of
          which has been recognized under the "more-likely-than-not" recognition
          criteria,
     o    The  ultimate  ability  to  timely  complete  the  assessment  of  the
          Company's internal control over financial reporting,
     o    Environmental matters,
     o    Government laws and regulations and possible changes therein,
     o    The ultimate resolution of pending litigation, and
     o    Possible future litigation.

     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
Registrant  disclaims  any  intention  or  obligation  to update  or revise  any
forward-looking statement whether as a result of changes in information,  future
events or otherwise.

<PAGE>


NL Industries,  Inc. has caused this  notification to be signed on its behalf by
the undersigned thereunto duly authorized.




Date: March 16, 2005                NL INDUSTRIES, INC.


                                    By:/s/ Greg Swalwell.
                                       Greg Swalwell
                                       Vice President, Finance and
                                       Chief Financial Officer