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 30, 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, 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 1.01      Entry into a Material Definitive Agreement.

     Effective  November  30,  2004,  the  registrant,  Valhi,  Inc., a Delaware
corporation and a parent of the registrant ("Valhi"), and Contran Corporation, a
Delaware corporation and a parent of Valhi ("Contran"),  entered into an Amended
Tax Agreement (the "Tax Agreement").

     NL and Valhi are  eligible to file  consolidated  returns  with Contran for
federal  income  taxes  and,  subject  to  certain  jurisdictional  limitations,
eligible  to file  combined  state  and  local tax  returns.  The Tax  Agreement
provides  for  the  allocation  of tax  liabilities,  and the  procedures  to be
followed,  with respect to the  determination  and payment of NL's share of such
income tax  liabilities.  The Tax  Agreement  is filed as  Exhibit  10.1 to this
current report.

Item 9.01      Financial Statements and Exhibits.

     (c) Exhibits.

      Item No.   Exhibit Index
     ----------  ---------------------------------------------------------------

       10.1*     Amended  Tax  Agreement dated as of November 30, 2004 among  NL
                 Industries, Inc., Valhi, Inc. and Contran Corporation.

---------------
* Filed herewith.

<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/ Gregory M. Swalwell
                                              ----------------------------
                                              Gregory M. Swalwell
                                              Vice President, Finance and
                                              Chief Financial Officer



Date:  December 3, 2004

<PAGE>

                                INDEX TO EXHIBITS


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

        10.1*     Amended Tax  Agreement  dated as of November 30, 2004 among NL
                  Industries, Inc., Valhi, Inc. and Contran Corporation.

----------------
*  Filed herewith.