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)
                                   May 9, 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, 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))


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Item 4.02 Non-Reliance on Previously  Issued  Financial  Statements or a Related
          Audit Report or Completed Interim Review.


(a) On May 9, 2005,  the  Company  and its audit  committee  concluded  that the
Company  will file a Form  10-K/A for its year ended  December  31,  2004 ("Form
10-K/A") to reflect an  additional  $4.2  million,  or $.08 per  diluted  share,
noncash  income tax  benefit in its  results  of  operations  for the year ended
December 31, 2004.  Such $4.2 million  relates to  recognition  of an additional
deferred income tax benefit related to discontinued operations, to be recognized
in the fourth quarter of 2004 as a component of  discontinued  operations.  As a
result of the restatement for recognition of this additional deferred income tax
benefit,  the Company's  previously  issued  consolidated  financial  statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2004
filed on March 30, 2005 (the  "Original  Form 10-K")  should no longer be relied
upon.


As  previously  reported,  in  December  2004 the  board of  directors  of CompX
International  Inc.  ("CompX"),  a  majority-owned  subsidiary  of the  Company,
committed  to a formal plan to dispose of its Thomas  Regout  operations  in the
Netherlands. Such operations met all of the criteria under accounting principles
generally  accepted in the United States of America ("GAAP") to be classified as
an asset held for sale at December  31,  2004,  and  accordingly  the results of
operations of Thomas Regout were  classified as  discontinued  operations in the
Company's  consolidated  financial statements for all periods presented.  At the
date  the  formal  disposal  plan was  adopted,  CompX  estimated  that it would
generate a capital loss upon  completion of the disposal of Thomas  Regout,  and
that such capital  loss would  generate a $4.2  million  income tax benefit.  In
accordance with GAAP, CompX properly recognized the benefit of such capital loss
in the fourth quarter of 2004,  when the formal  disposal plan was adopted,  and
not in the first quarter of 2005 when the capital loss was actually generated as
a result of completing the disposition of the Thomas Regout operations.  Also in
accordance  with GAAP,  CompX concluded at December 31, 2004 that the benefit of
such capital loss did not currently  meet the  more-likely-than-not  recognition
criteria,  and  accordingly  CompX also  recognized an  offsetting  $4.2 million
deferred income tax asset valuation allowance in the fourth quarter of 2004. The
recognition of the tax benefit and the offsetting  valuation allowance were both
recognized  as  components  of  discontinued  operations  by CompX in the fourth
quarter of 2004.

Because CompX and the Company are members of the same consolidated tax group for
U.S. federal income tax reporting purposes, the Company was required to evaluate
whether  this $4.2  million  income  tax  benefit  met the  more-likely-than-not
recognition  criteria of GAAP at the Company's level as of December 31, 2004. At
December  31,  2004,  the  Company  concluded  such tax benefit did not meet the
more-likely-than-not   recognition   criteria,   and   accordingly  the  Company
maintained the $4.2 million valuation allowance recognized by CompX. Thereafter,
in  the  first  quarter  of  2005,   the  Company  sold  certain   shares  of  a
less-than-majority-owned  affiliate in market  transactions,  which  generated a
capital  gain for U.S.  federal  income tax  purposes  that more than offset the
capital loss generated by CompX from the disposal of Thomas Regout.  Even though
such capital  gains on the sale of such shares were  generated by the Company in
the first  quarter of 2005 (i.e.  subsequent  to December  31, 2004 and the same
quarter in which the disposal of the Thomas Regout  operations  was  completed),
the capital gains were generated before the Company issued its December 31, 2004
consolidated  financial  statements on March 30, 2005. The Company  believes the
accounting   for   income   taxes,   particularly   as   it   relates   to   the
"more-likley-than-not"  recognition criteria of GAAP as it relates to evaluation
of deferred income tax asset valuation  allowances,  requires  consideration  of
both objective and subjective factors. The Company has now determined that under
a proper  application  of GAAP,  it should have  considered  such capital  gains
generated in the first quarter of 2005,  along with other  factors,  when making
its  evaluation  about whether or not the $4.2 million tax benefit  generated at
the  CompX  level  met  the  more-likely-than-not  recognition  criteria  at the
Company's level as of December 31, 2004. Accordingly, the consolidated financial
statements  to be contained in the Form 10-K/A will reflect an  additional  $4.2
million  income tax  benefit in its  results  of  operations  for the year ended
December  31,  2004,  reflecting  reversal  of the  deferred  income  tax  asset
valuation allowance  recognized by CompX. As noted above, such $4.2 million will
be  recognized  in the fourth  quarter of 2004 as a  component  of  discontinued
operations.

This  adjustment  became known to the Company in connection  with finalizing the
preparation of its consolidated financial statements for the quarter ended March
31, 2005.

The Company's  income from continuing  operations for 2004 is unaffected by this
adjustment,   and  the  Company's   previously  issued  consolidated   financial
statements  contained  in its  Quarterly  Reports on Form 10-Q for the  quarters
ended March 31, 2004,  June 30, 2004 and September 30, 2004 are also  unaffected
by this adjustment.

Attached hereto as Exhibit 99.1 are the Company's unaudited consolidated balance
sheet  as of  December  31,  2004,  and  the  Company's  unaudited  consolidated
statement  of income  for the year  ended  December  31,  2004,  reflecting  (i)
balances as reflected in the Original Form 10-K, (ii) adjustments to reflect the
additional  deferred  income tax  benefit  and (iii)  balances,  as  restated to
reflect the additional  deferred income tax benefit.  There was no impact on the
Company's cash flows from operating activities or changes in other comprehensive
income for the year ended December 31, 2004 as a result of this adjustment.

The guidance set forth in Auditing  Standard No. 2 ("AS2") of the Public Company
Accounting   Oversight  Board  states  that  restatement  of   previously-issued
financial  statements  to reflect the  correction  of a  misstatement  should be
regarded as at least a significant  control deficiency and as a strong indicator
that a material weakness in internal control over financial reporting exists. In
connection  with  the  expected  filing  of the Form  10-K/A,  the  Company  has
concluded  that a  material  weakness  existed  as of  December  31,  2004 which
precludes the Company from concluding  that its internal  control over financial
reporting  was  effective  as of December  31, 2004.  Therefore,  the  Company's
previous conclusion,  as reported in the Company's Management Report on Internal
Control Over Financial Reporting contained in Item 9A of the Original Form 10-K,
that it maintained  effective  internal  control over financial  reporting as of
December  31,  2004,  can no longer be relied upon and will be restated  when it
files the Form  10-K/A.  In such Form 10-K/A,  the Company (i) will  conclude it
lacked  effective  controls  as of  December  31,  2004  surrounding  the proper
consideration  of the effect of subsequent  events on the  evaluation of certain
income tax attributes and related deferred income tax asset valuation allowances
in the preparation of its December 31, 2004  consolidated  financial  statements
and (ii) expects that  PricewaterhouseCoopers  LLP,  the  Company's  independent
registered  public  accounting  firm,  will  issue an opinion  stating  that the
Company did not maintain effective internal control over financial  reporting as
of December 31, 2004.

In order to remediate  this material  weakness,  in May 2005,  and in connection
with the Company's quarterly close process for the quarter ended March 31, 2005,
the Company has enhanced its focus and instituted additional  procedures,  to be
performed each quarter in connection with the Company's close process,  that are
designed to help ensure that  subsequent  events are properly  evaluated as they
pertain to the evaluation of income tax attributes and related  deferred  income
tax asset valuation allowances in the preparation of its consolidated  financial
statements.  Such  actions  taken  with  respect  to  this  enhanced  focus  and
additional procedures instituted include:

     o    The Company formed a formal  committee  comprised of the Company's Tax
          Director and Chief Financial Officer. Immediately before the Company's
          consolidated  financial  statements  are  issued  each  quarter,  such
          committee  will meet and  discuss  events or  circumstances  that have
          arisen  subsequent  to the balance  sheet date,  and evaluate any such
          events or circumstances  to consider  whether any additional  evidence
          has arisen that would  justify (i)  reversal of an existing  valuation
          allowance or (ii)  recognizing  a valuation  allowance for an existing
          gross deferred tax asset without any current valuation allowance.
     o    Prior to such meeting,  the  Company's  Chief  Financial  Officer will
          review  applicable  resource  materials  regarding  the  evaluation of
          deferred income tax asset valuation  allowances and the effect on such
          evaluation of subsequent events, in order to provide a proper focus in
          such meeting on the effect of any subsequent events.

On May 9, 2005 and May 10, 2005, and in connection with the Company's  quarterly
close  process for its quarter  ended March 31,  2005,  this  committee  met and
discussed the items as described above. The Company's  management  believes that
this  weakness  has been  remediated  as of May 10,  2005 (the date of this Form
8-K).

The  Company's  management  and  audit  committee  have  discussed  the  matters
disclosed  in this Form 8-K with the  Company's  independent  registered  public
accounting firm, PricewaterhouseCoopers LLP.

Item 9.01         Financial Statements and Exhibits.

(c) Exhibits.

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

         99.1*      Unaudited Consolidated Balance Sheet as of December 31, 2004
                    and  Statement  of Income  for the year ended  December  31,
                    2004.

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*  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:  May 10, 2005


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                                INDEX TO EXHIBITS


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

99.1           Unaudited  Consolidated Balance Sheet as of December 31, 2004 and
               Statement of Income for the year ended December 31, 2004.