SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


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



                                December 8, 2003
                       ----------------------------------
                (Date of Report, date of earliest event reported)




                               NL INDUSTRIES, INC.
                              ---------------------
             (Exact name of Registrant as specified in its charter)


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


     5430 LBJ Freeway, Suite 1700, Dallas, TX                       75240-2697
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     (Address of principal executive offices)                       (Zip Code)



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





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Item 2:  Acquisition or Disposition of Assets

     On December 8, 2003, NL Industries,  Inc. ("NL") completed the distribution
to its  shareholders  of one share of common  stock of  Kronos  Worldwide,  Inc.
("Kronos"),  previously a wholly-owned subsidiary of NL, for every two shares of
NL common stock outstanding as of the close of business on November 17, 2003. NL
distributed   approximately   23.9  million  shares  of  Kronos'  common  stock,
representing approximately 48.8% of the outstanding stock of Kronos. Immediately
prior  to  the  distribution  of the  shares  of  Kronos  common  stock,  Kronos
distributed a $200 million promissory note payable by Kronos to NL.

     Reference  is made to the  Information  Statement  filed  by  Kronos  for a
discussion  of the  transactions  described  above,  a copy of which is filed as
Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

     At September 30, 2003, Valhi, Inc. ("Valhi") and Tremont LLC ("Tremont"), a
wholly-owned  subsidiary of Valhi, own an aggregate of approximately  85% of the
outstanding  shares of common stock of NL. Valhi,  Tremont and NL are members of
the same  consolidated tax group for U.S.  federal income tax purposes.  NL is a
party to a tax  sharing  agreement  with Valhi  pursuant  to which NL  generally
computes its  provision  for income taxes on a  separate-company  basis,  and NL
makes payments to or receives  payments from Valhi in amounts that it would have
paid to or received  from the U.S.  Internal  Revenue  Service had NL not been a
member of such  consolidated tax group.  Prior to completion of the distribution
by NL to its shareholders of 48.8% of the outstanding  shares of common stock of
Kronos,  Kronos and its qualifying  subsidiaries were members of NL's tax group.
Following completion of the distribution, Kronos and its qualifying subsidiaries
are no longer be  members  of NL's tax  group,  but  Kronos  and its  qualifying
subsidiaries  will  remain  members  of the same tax  group of which  Valhi  and
Tremont are members.  The distribution by NL to its shareholders of 48.8% of the
outstanding  shares  of  common  stock of Kronos  is  taxable  to NL,  and NL is
required to  recognize a taxable gain equal to the  difference  between the fair
market value of the shares of Kronos common stock distributed ($17.25 per share,
equal to the closing  market price of Kronos'  common stock on December 8, 2003)
and NL's  adjusted  tax basis in such  stock at the date of  distribution.  With
respect to the shares of Kronos  distributed  to Valhi and Tremont (20.2 million
shares in the aggregate),  effective  December 1, 2003, Valhi and NL amended the
terms of their tax  sharing  agreement  to not require NL to pay up to Valhi the
tax liability generated from the distribution of such Kronos shares to Valhi and
Tremont,  since the tax on that  portion  of the gain is  deferred  at the Valhi
level  due to  Valhi,  Tremont  and NL being  members  of the  same  tax  group.
Reference is made to the Amended Tax Agreement  between Valhi and NL dated as of
December 1, 2003,  a copy of which is filed as Exhibit 10.1 to this Form 8-K and
is incorporated herein by reference.





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


          (b)  Pro forma financial information

               Pro forma  condensed  consolidated  financial  statements  of the
               Registrant,   which   present  the  pro  forma   effects  of  the
               transactions   described   in  Item  2   above,   assuming   such
               transactions  had  occurred  as of the  dates  set  forth  in the
               accompanying notes, are included herein as Exhibit 99.1.


          (c)  Exhibit

                    Item No.                    Exhibit  Index



                    10.1                Amended  Tax  Agreement  between  Valhi,
                                        Inc. and NL Industries, Inc. dated as of
                                        December 1, 2003.

                    99.1                Pro forma  financial  information of the
                                        Registrant.

                    99.2                Information Statement dated November 10,
                                        2003  -  incorporated  by  reference  to
                                        Exhibit 99.1 to  Amendment  No. 4 to the
                                        General   Form   for   Registration   of
                                        Securities on Form 10 (File No. 1-31763)
                                        filed by Kronos Worldwide, Inc. with the
                                        Securities  and Exchange  Commission  on
                                        November 14, 2003.



<PAGE>


                                   SIGNATURES


          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:  December 23, 2003