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



                                November 6, 1998
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                Date of Report (Date of earliest event reported)


                               NL INDUSTRIES, INC.
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                (Exact name of registrant as specified in charter)



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


           16825 Northchase Dr., Suite 1200, Houston, Texas 77060
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        (Address of principal executive offices)          (Zip Code)


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


                                 Not Applicable
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       (Former name or former address, if changed since last report)




<PAGE>



Item 1.     Changes in Control of the Registrant

     The Registrant  understands that Valhi Inc. ("Valhi") entered into a Credit
Agreement  (the  "Valhi  Credit  Facility")  dated as of  November 6, 1998 among
Valhi, Comerica Bank ("Comerica"), U.S. Bank National Association ("U.S. Bank"),
and Societe Generale,  Southwest Agency ("SoGen," collectively with Comerica and
U.S. Bank, the "Banks"),  for itself and as the  administrative  agent,  issuing
bank and  arranger.  Valhi's  obligations  under the Valhi  Credit  Facility are
collateralized  by a pledge of  29,974,610  of the  Registrant's  common  shares
(approximately 57.5% of the outstanding shares).

     Under the Valhi Credit Facility, the Banks committed to loan to Valhi up to
an aggregate of $50 million, although the Registrant understands that no amounts
are currently  outstanding.  The maximum  amount that Valhi can borrow under the
Valhi Credit Facility can be increased to a maximum of $100 million, if and when
additional participating banks commit to loan additional amounts under the Valhi
Credit  Facility.  Borrowings  under the Valhi Credit Facility bear interest (i)
for base rate  borrowings,  at the rate announced  publicly from time to time by
SoGen  as its  prime  rate or 0.5%  over  the  federal  funds  rate or (ii)  for
eurodollar  borrowings,  at a rate of 1.5% over the relevant rate  (adjusted for
statutory reserve requirements for eurodollar  liabilities) at which deposits in
U.S.  dollars are offered to SoGen's  London office in the interbank  eurodollar
market (the one, two, three or six month rate at Valhi's  option).  The maturity
date of Valhi Credit Facility is November 5, 1999 or such extended maturity date
as may be  mutually  agreed  upon.  The  foregoing  summary of the Valhi  Credit
Facility is qualified in its  entirety by  reference to Exhibit  99.1,  which is
incorporated herein by this reference.

Item 5.  Other Events.

     On  November   12,  1998  the  claims   against  the   Registrant   in  the
previously-reported  case of German, et al. v. Federal Home Loan Mortgage Corp.,
et al., (U.S. District Court, Southern District of New York, Civil Action No. 93
Civ. 6941), were dismissed without prejudice.  The time within which the parties
may appeal has not yet expired.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

          (c)       Exhibits

          Item No.                              Exhibit List

          99.1     Credit  Agreement  dated as of November 6, 1998 among  Valhi,
                   Inc., the financial  institutions  from time to time that are
                   party thereto and Societe Generale,  Southwest Agency, as the
                   administrative agent, issuing bank and arranger, incorporated
                   by reference to Exhibit 1 to Amendment 59 to the Statement on
                   Schedule   13D  filed  with  the   Securities   and  Exchange
                   Commission  by Valhi,  Inc.  and  certain  other  persons  on
                   November 23, 1998.

                                    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 thereunto duly authorized.


                                                  NL INDUSTRIES, INC.
                                                   (Registrant)


                                                  /s/     David B. Garten
                                                  --------------------------
                                                  David B. Garten
                                                  Vice President & Secretary

Dated:    November 23, 1998