WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                         Date of Report: March 30, 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, TX                 75240-2697
       (Address of principal executive offices)                 (Zip Code)



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



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


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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 2.02           Results of Operations and Financial Condition.
Item 7.01           Regulation FD Disclosure.

         Pursuant to Items 2.02 and 7.01 of this current report,  the registrant
hereby  furnishes the information set forth in its press release issued on March
30,  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 March 30, 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/ Gregory M. Swalwell
                                                      -------------------------
                                                      Gregory M. Swalwell
                                                      Vice President, Finance




Date:  March 30, 2005




<PAGE>


                                INDEX TO EXHIBITS


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

99.1           Press release dated March 30, 2005 issued by NL Industries, Inc.