EXHIBIT 10.1


                             AMENDED AND RESTATED
                         EXECUTIVE SEVERANCE AGREEMENT

      This Amended and Restated Executive  Severance Agreement is made effective
as of the 24th day of July,  1996,  by and between NL  INDUSTRIES,  INC.,  a New
Jersey  corporation  (hereinafter  called the  "Company"),  and J. Landis Martin
(hereinafter  called the  "Executive")  and supersedes  the Executive  Severance
Agreement dated December 31, 1991, between the Company and Executive.

      To  assure  the  Company  that it will  have  the  continued  services  of
Executive and the  availability of Executive's  advice and counsel and to induce
Executive  to  remain  in the  employ of the  Company,  and for  other  good and
valuable consideration, the Company and Executive agree as follows:

      1.    Termination.

            a.    General. This Agreement is not an employment contract nor does
                  it in any way alter  the  status of  Executive  as an  at-will
                  employee  of  the  Company  serving  at  the  pleasure  of the
                  Company's Board of Directors.  Executive's employment with the
                  Company may be terminated  without  notice (except as required
                  by  Section  2  hereof)  at any time,  for any  reason  (i) by
                  resolution  approved by Directors  constituting  a majority of
                  all of the Directors then holding office or (ii) by Executive.

            b.    Termination by the Company. Executive shall be entitled to the
                  severance  benefits  set  forth  in  Sections  3  and  4  upon
                  termination  of  Executive's  employment by the Company unless
                  such termination is for cause (as defined below).  Executive's
                  termination of employment with the Company by virtue of death,
                  disability  (as  defined  below),  or  retirement  (as defined
                  below) shall not be considered  as a termination  of Executive
                  by the Company. For purposes of this Agreement,  "cause" shall
                  mean (i)  Executive's  conviction  of any  criminal  violation
                  involving  dishonesty,  fraud or breach of trust or any felony
                  or (ii) Executive's  willful engagement in gross misconduct in
                  the  performance  of his duties that  materially and adversely
                  affects the financial condition of the Company.  The Executive
                  shall be  deemed  to have a  "disability"  if,  by  reason  of
                  physical or mental  incapacity,  Executive  becomes  unable to
                  perform  his  normal  duties  for  more  than  180 days in the
                  aggregate  (excluding  infrequent and temporary absence due to
                  ordinary  transitory  illness)  during  any  12-month  period.
                  Executive  shall be deemed to have  "retired"  upon  Executive
                  reaching the age of 65;  provided that  Executive is no longer
                  employed by the Company.

            c.    Termination by the Employee.  Executive  shall not be entitled
                  to the  severance  benefits  set forth in  Sections 3 and 4 of
                  this Agreement upon termination of Executive's employment with
                  the Company by Executive  unless such  termination is for good
                  reason.  For purposes of this  Agreement,  "good reason" shall
                  mean the occurrence of any one of the following events without
                  Executive's consent:



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                  (i)   the assignment of Executive to any duties  substantially
                        inconsistent with his position, duties, responsibilities
                        or status  with the  Company  immediately  prior to such
                        assignment,  or a substantial reduction of the duties or
                        responsibilities,   as  compared   with  the  duties  or
                        responsibilities immediately prior to such reduction, it
                        being  expressly  understood that a promotion of another
                        executive to a position senior to Executive shall not in
                        and of  itself be deemed  to  constitute  "good  reason"
                        under this Section 1.c(i);

            (ii)  a reduction by the Company in the amount of Executive's annual
                  base salary as in effect as of the date of this  agreement  or
                  as the same may be  increased  from time to time,  except  for
                  across-the-board  salary  reductions  similarly  affecting all
                  executives of the Company; or

            (iii) the Company  repudiates  this  Agreement  or fails to obtain a
                  satisfactory  agreement from any successor to assume and agree
                  to perform this Agreement, as contemplated by Section 9.a.
                  hereof.

      2.    Notice of Certain  Terminations.  In the event  that  either (i) the
            Company shall terminate  Executive for cause or (ii) Executive shall
            resign  for  good  reason,   then  any  such  termination  shall  be
            communicated  by written notice to the other party hereto.  Any such
            notice shall specify (a) the effective  date of  termination,  which
            shall  not be  more  than 30 days  after  the  date  the  notice  is
            delivered (the "Termination Date"); and (b) in reasonable detail the
            facts  and  circumstances   underlying  a  determination   that  the
            termination is for cause or for good reason,  as the case may be. If
            within 15 days after any notice is given,  the party  receiving such
            notice  notifies  the other party that a good faith  dispute  exists
            concerning the characterization of the termination,  the Termination
            Date  shall be the date on which such  dispute  is finally  resolved
            either by written  agreement  of the parties or by a final  judicial
            determination. Notwithstanding the pendency of any such dispute, the
            Company shall continue  Executive and his dependents as participants
            in all medical,  dental and any other health  insurance  and similar
            benefit plans of the Company in which he and they were participating
            when the notice  giving  rise to the  dispute  was given,  until the
            dispute is finally resolved.  Benefits provided under this Section 2
            are in addition to all other  amounts due under this  Agreement  and
            shall not be offset against,  or reduce any other amounts due under,
            this Agreement.

      3.    Termination Benefits. Subject to the conditions set forth in Section
            1 and Section  6.b.  hereof,  the Company  shall make the  following
            payments (subject to any applicable  payroll or other taxes required
            to be withheld) to Executive within 15 days of the Termination Date:

            a.    Base Salary and Bonus. Two times Executive's  effective annual
                  base salary at the Termination Date plus two times Executive's
                  level "B" target bonus under the Company's  Employee Incentive
                  Bonus  Plan as in effect  at the  Termination  Date,  it being
                  understood  that such level shall in any event be a minimum of
                  100% of Executive's effective annual base salary.




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            b.    Accrued  Amounts.  (i)  Accrued  but  unpaid  salary and bonus
                  through  the  Termination  Date and (ii)  unpaid  salary  with
                  respect to any  vacation  days accrued but not taken as of the
                  Termination Date.

      4.    Other  Benefits.  Subject to the  conditions set forth in Sections 1
            and 6.b. hereof,  the following  benefits (subject to any applicable
            payroll or other  taxes  required to be  withheld)  shall be paid or
            provided to Executive within 15 days of the Termination Date:

            a.    Insurance  Benefits.  Medical,  dental  and any  other  health
                  insurance, life insurance,  accidental death and dismemberment
                  insurance  and  disability  protection  no less  favorable  to
                  Executive and his dependents  covered thereby  (including with
                  respect to any costs borne by  Executive)  than the greater of
                  the  coverage  provided  on the  date  of  execution  of  this
                  Agreement  or the  coverage  provided  by Company  immediately
                  prior to the Termination  Date for the period beginning on the
                  Termination  Date and  ending on the first to occur of (i) the
                  date  of   Executive's   re-employment   or  (ii)  the  second
                  anniversary of the Termination Date.

      5.    Retirement  Plan.   Following  retirement  and  attainment  of  ages
            specified in the  Retirement  Plan of NL  Industries,  Inc. (the "NL
            Pension Plan"),  Executive shall be entitled to all pension benefits
            which are  available  to him under the NL Pension  Plan in effect on
            the Termination Date.

      6.    Benefits Valuation and Limitation.

            a.    Promptly  following any Termination Date, and as of that date,
                  the  Company  will  notify   Executive  of  the  itemized  and
                  aggregate  cash  value  of  the  payments  and  benefits,   as
                  determined  under Section 280G of the Code,  received or to be
                  received by Executive in connection  with the  termination  of
                  his employment  (whether payable pursuant to the terms of this
                  Agreement or  otherwise).  At the same time, the Company shall
                  advise  Executive of the portion of such  payments or benefits
                  which constitute  parachute payments within the meaning of the
                  Code and which may subject  Executive to the payment of excise
                  taxes pursuant to Section 4999 and the expected amount of such
                  taxes (such payments or benefits being hereinafter referred to
                  as "Parachute Payments").

            b.    Notwithstanding  the provisions of Sections 3 and 4 hereof, if
                  all or any portion of the payments or benefits  provided under
                  Sections 3 or 4 either alone or together  with other  payments
                  or benefits  which  Executive has received or is then entitled
                  to receive from the Company and any of its subsidiaries  would
                  constitute  Parachute  Payments,  such  payments  or  benefits
                  provided to Executive  under Sections 3 and 4 shall be reduced
                  to the extent  necessary so that no portion  thereof  shall be
                  subject to the excise tax imposed by Section 4999 of the Code;
                  but only if,  by  reason of such  reduction,  Executive's  net
                  after tax  benefit  shall  exceed the net after tax benefit if
                  such reduction were not made.




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                  "Net after tax  benefit"  for  purposes of this  Section  6.b.
                  shall  mean  the  sum of  (i)  the  total  amount  payable  to
                  Executive  under Sections 3 and 4 hereof,  plus (ii) all other
                  payments and benefits which  Executive has received or is then
                  entitled   to  receive   from  the  Company  and  any  of  its
                  subsidiaries that would constitute a Parachute  Payment,  less
                  (iii) the amount of federal  income taxes payable with respect
                  to the payment and  benefits  described  in (i) and (ii) above
                  calculated  at the maximum  marginal  income tax rate for each
                  year in which  such  payments  and  benefits  shall be paid to
                  Executive  (based upon the rate in effect for such year as set
                  forth  in the Code at the  Termination  Date),  less  (iv) the
                  amount of excise  taxes  imposed  with respect to the payments
                  and  benefits  described in (i) and (ii) above by Section 4999
                  of the Code.

                  For purposes of this Section  6.b.,  Executive's  base amount,
                  the present value of the Parachute Payments, the amount of the
                  excise  tax  and  all  other  appropriate   matters  shall  be
                  determined by the Company's independent auditors in accordance
                  with the principles of Section 280G of the Code and based upon
                  the advice of tax counsel  selected by the Company,  which tax
                  counsel shall be reasonably satisfactory to Executive.

      7.    Mitigation.  Executive is not required to seek other  employment  or
            otherwise  mitigate  the  amount of any  payments  to be made by the
            Company pursuant to this Agreement.  Except as otherwise provided in
            Section 4.a. of this Agreement,  the amount of any payments or other
            benefits  provided for in this Agreement shall not be reduced by any
            compensation  earned by  Executive  as the result of  employment  by
            another employer after the Termination Date, or otherwise.

      8.    Continuing Obligations.  Executive hereby agrees that all documents,
            records,  techniques,  business secrets and other  information which
            have come and will come into his possession from time to time during
            his employment by the Company shall be deemed to be confidential and
            proprietary to the Company,  and Executive  further agrees to retain
            in confidence any confidential  information  known to him concerning
            the Company and its subsidiaries and their respective  businesses so
            long as such information is not publicly disclosed.

      9.    Successors.

            a.    The Company  shall require any  successor  (whether  direct or
                  indirect, by purchase, merger,  consolidation or otherwise) to
                  all or substantially  all of the business and/or assets of the
                  Company,  by  Agreement  in  form  and  substance   reasonably
                  satisfactory  to Executive  to  expressly  assume and agree to
                  perform  this  Agreement  in the same  manner  and to the same
                  extent that the Company  would be required to perform it if no
                  such  succession  had  taken  place.   For  purposes  of  this
                  Agreement,  any  determination  as to whether  the Company has
                  engaged in a transaction involving all or substantially all of
                  the business and/or assets of the Company shall be made by the
                  Board of Directors in its sole discretion, which determination
                  shall be final and  binding on the  parties.  For  purposes of
                  this Agreement,  "Company" shall mean NL Industries,  Inc. and
                  any successor to its business and/or assets as aforesaid which
                  assumes and agrees



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                  to perform this Agreement or which otherwise  becomes bound by
                  all the terms and provisions of this Agreement by operation of
                  law or otherwise.

            b.    This   Agreement   shall  inure  to  the  benefit  of  and  be
                  enforceable by Executive's personal or legal  representatives,
                  executors,  administrators,  successors,  heirs, distributees,
                  devisees  and  legatees.  If  Executive  should  die while any
                  amounts are payable to him hereunder, all such amounts, unless
                  otherwise  provided  herein,  shall be paid in accordance with
                  the terms of this Agreement to Executive's devisee, legatee or
                  other  designee  or,  if  there  be  no  such   designee,   to
                  Executive's estate.

      10.   Notices.  For the purposes of this Agreement,  notices and all other
            communications  provided for herein shall be in writing and shall be
            deemed to have been duly given when actually  delivered or mailed by
            United  States   registered  or  certified   mail,   return  receipt
            requested, postage prepaid, addressed as follows:

                  If to Executive:

                        Mr. J. Landis Martin
                        150 Vine Street
                        Denver, Colorado 80206

                  If to the Company:

                        NL Industries, Inc.
                        16825 Northchase Drive, Suite 1200
                        Houston, Texas 77060
                        ATTENTION:  General Counsel

            or to such other  address as either party may have  furnished to the
            other in writing in  accordance  herewith,  except  that  notices of
            change of address shall be effective only upon receipt.

      11.   Governing  Law.  The  validity,  interpretation,   construction  and
            performance  of this  Agreement  shall be governed  by the  internal
            laws, and not the conflicts laws, of the State of Texas.

      12.   Miscellaneous.  No  provisions  of this  Agreement  may be modified,
            waived or discharged  unless such waiver,  modification or discharge
            is agreed to in writing  signed by Executive  and a duly  authorized
            officer of the Company. No waiver by either party hereto at any time
            of any breach by the other party hereto of, or compliance  with, any
            condition  or  provision  of this  Agreement to be performed by such
            other  party  shall be  deemed a waiver  of  similar  or  dissimilar
            provisions  or  conditions  at the same or any  prior or  subsequent
            time. No agreements or representations,  oral or otherwise,  express
            or implied, with respect to the subject matter hereof have been made
            by either party which are not set forth expressly in this Agreement.




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      13.   Validity.  The  invalidity or  unenforceability  of any provision of
            this Agreement  shall not affect the validity or  enforceability  of
            any other  provision of this  Agreement,  which shall remain in full
            force and effect.

      14.   Non-assignability.  This Agreement is personal in nature and neither
            of the parties  hereto  shall,  without  the written  consent of the
            other,   assign  or  transfer  this   Agreement  or  any  rights  or
            obligations  hereunder,  except as  provided  in Section 9.  Without
            limiting  the  foregoing,  Executive's  right  to  receive  payments
            hereunder  shall  not be  assignable  or  transferable,  whether  by
            pledge,  creation of a security interest or otherwise,  other than a
            transfer  by  his  will  or  trust  or by the  laws  of  descent  or
            distribution,  and  in the  event  of any  attempted  assignment  or
            transfer  contrary  to this  paragraph  the  Company  shall  have no
            liability  to  pay  any  amount  so  attempted  to  be  assigned  or
            transferred.

      15.   Term of Agreement.  This Agreement shall commence on the date hereof
            and shall continue in effect through December 31 of 2000.

      16.   Enforcement  Costs.  In the event that either  party files an action
            against  the  other in any court to  collect,  enforce,  protect  or
            preserve its rights under this  Agreement,  the prevailing  party in
            such action  shall be entitled  to receive  reimbursement  from such
            other  party  of  all  reasonable  costs  and  expenses,   including
            attorneys' fees, which such prevailing party incurred in prosecuting
            or defending such action, as the case may be.

      17.   Counterparts.  This  Agreement may be executed in two  counterparts,
            each of which  shall be  deemed to be an  original  but all of which
            taken together will constitute one and the same instrument.

      18.   Unsecured Obligation. All rights of Executive and Executive's spouse
            or other  beneficiary  under  this  Agreement  shall at all times be
            entirely  unfunded and no  provision  shall at any time be made with
            respect  to  segregating  assets of the  Company  or  payment of any
            amounts due  hereunder.  Neither  Executive  nor his spouse or other
            beneficiary  shall  have  any  interest  in or  rights  against  any
            specific  assets of the  Company,  and  Executive  and his spouse or
            other  beneficiary shall have only the rights of a general unsecured
            creditor of the Company.


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            IN WITNESS  WHEREOF,  the  parties  have  caused  this  Amended  and
Restated Executive Severance Agreement to be executed and delivered effective as
of the date first written above.

                                 The Company:

                                 NL INDUSTRIES, INC.


                                 By_________________________________
                                       Harold C. Simmons,
                                       Chairman of the Board


                                 Executive:


                                 ____________________________________
                                       J. Landis Martin









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