SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


|X|   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 - For the quarter ended March 31, 1999

                                      OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         Commission file number 1-640


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



          New Jersey                                             13-5267260   
-------------------------------                             -------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)



16825 Northchase Drive, Suite 1200, Houston, Texas                77060-2544    
--------------------------------------------------          --------------------
     (Address of principal executive offices)                   (Zip Code)



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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and (2) had  been  subject  to such  filing
requirements for the past 90 days.        Yes X                   No






Number of shares of common stock outstanding on May 12, 1999:  51,826,139


<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                                     INDEX




                                                                         Page
PART I.     FINANCIAL INFORMATION

  Item 1.   Financial Statements.

            Consolidated Balance Sheets - December 31, 1998
             and March 31, 1999                                           3-4

            Consolidated Statements of Income - Three
             months ended March 31, 1998 and 1999                         5-6

            Consolidated Statements of Comprehensive Income
             - Three months ended March 31, 1998 and 1999                  7

            Consolidated Statement of Shareholders' Equity
             - Three months ended March 31, 1999                           8

            Consolidated Statements of Cash Flows - Three
             months ended March 31, 1998 and 1999                        9-10

            Notes to Consolidated Financial Statements                   11-16

  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                         17-24


PART II.    OTHER INFORMATION

  Item 1.   Legal Proceedings                                             24

  Item 6.   Exhibits and Reports on Form 8-K                             24-25


                                   - 2 -

<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                (In thousands)



<TABLE>
<CAPTION>

                                                     December 31,      March 31,
              ASSETS                                     1998            1999
                                                     ------------     ----------

<S>                                                    <C>            <C>       
Current assets:
  Cash and cash equivalents ......................     $  154,953     $  135,265
  Restricted cash equivalents ....................          8,164         17,211
  Accounts and notes receivable ..................        133,769        147,973
  Refundable income taxes ........................         15,919         13,896
  Inventories ....................................        228,611        209,251
  Prepaid expenses ...............................          2,724          4,274
  Deferred income taxes ..........................          1,955          2,274
                                                       ----------     ----------

      Total current assets .......................        546,095        530,144
                                                       ----------     ----------

Other assets:
  Marketable securities ..........................         17,580         16,133
  Investment in TiO2 manufacturing joint
   venture .......................................        171,202        164,702
  Prepaid pension cost ...........................         23,990         24,096
  Other ..........................................         13,927         12,070
                                                       ----------     ----------

      Total other assets .........................        226,699        217,001
                                                       ----------     ----------

Property and equipment:
  Land ...........................................         19,626         18,301
  Buildings ......................................        144,228        135,795
  Machinery and equipment ........................        586,400        554,211
  Mining properties ..............................         84,015         82,866
  Construction in progress .......................          4,385          7,112
                                                       ----------     ----------
                                                          838,654        798,285
  Less accumulated depreciation and depletion ....        456,495        438,484
                                                       ----------     ----------

      Net property and equipment .................        382,159        359,801
                                                       ----------     ----------

                                                       $1,154,953     $1,106,946
                                                       ==========     ==========
</TABLE>



                                   - 3 -

<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                (In thousands)

<TABLE>
<CAPTION>



                                                    December 31,       March 31,
    LIABILITIES AND SHAREHOLDERS' EQUITY                1998             1999
                                                    ------------    ------------

<S>                                                 <C>             <C>        
Current liabilities:
  Notes payable ................................    $    36,391     $    33,293
  Current maturities of long-term debt .........         64,826          41,573
  Accounts payable and accrued liabilities .....        187,661         185,628
  Payable to affiliates ........................         10,625           9,013
  Income taxes .................................          9,224           5,817
  Deferred income taxes ........................          1,236           1,906
                                                    -----------     -----------

      Total current liabilities ................        309,963         277,230
                                                    -----------     -----------

Noncurrent liabilities:
  Long-term debt ...............................        292,803         302,211
  Deferred income taxes ........................        196,180         189,183
  Accrued pension cost .........................         44,649          41,043
  Accrued postretirement benefits cost .........         41,659          40,754
  Other ........................................        116,732         104,523
                                                    -----------     -----------

      Total noncurrent liabilities .............        692,023         677,714
                                                    -----------     -----------


Minority interest ..............................            633             616
                                                    -----------     -----------

Shareholders' equity:
  Common stock .................................          8,355           8,355
  Additional paid-in capital ...................        774,288         774,288
  Accumulated deficit ..........................       (133,379)       (121,253)
  Accumulated other comprehensive loss .........       (132,129)       (145,320)
  Treasury stock ...............................       (364,801)       (364,684)
                                                    -----------     -----------

      Total shareholders' equity ...............        152,334         151,386
                                                    -----------     -----------

                                                    $ 1,154,953     $ 1,106,946
                                                    ===========     ===========
</TABLE>

Commitments and contingencies (Note 13)


         See accompanying notes to consolidated financial statements.
                                   - 4 -


<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                  Three months ended March 31, 1998 and 1999

                     (In thousands, except per share data)


<TABLE>
<CAPTION>


                                                            1998         1999
                                                          ---------    ---------

<S>                                                       <C>          <C>      
Revenues and other income:
  Net sales ...........................................   $ 222,629    $ 201,569
  Other, net ..........................................       5,981        6,413
                                                          ---------    ---------

                                                            228,610      207,982
                                                          ---------    ---------

Costs and expenses:
  Cost of sales .......................................     156,915      147,040
  Selling, general and administrative .................      32,639       32,562
  Interest ............................................      16,399        9,779
                                                          ---------    ---------

                                                            205,953      189,381
                                                          ---------    ---------

      Income from continuing operations before
       income taxes and minority interest .............      22,657       18,601

Income tax expense ....................................       6,342        4,650
                                                          ---------    ---------

      Income from continuing operations before
       minority interest ..............................      16,315       13,951

Minority interest .....................................          15           11
                                                          ---------    ---------

      Income from continuing operations ...............      16,300       13,940

Discontinued operations ...............................     287,060         --

Extraordinary item - early extinguishment of debt,
 net of tax benefit of $1,263 .........................      (2,345)        --
                                                          ---------    ---------

      Net income ......................................   $ 301,015    $  13,940
                                                          =========    =========
</TABLE>


                                   - 5 -

<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)

                  Three months ended March 31, 1998 and 1999

                    (In thousands, except per share data)


<TABLE>
<CAPTION>


                                                            1998         1999
                                                        ----------    ----------

<S>                                                     <C>           <C>       
Basic earnings per share:
  Continuing operations .............................   $      .32    $      .27
  Discontinued operations ...........................         5.60          --
  Extraordinary item ................................         (.05)         --
                                                        ----------    ----------

    Net income ......................................   $     5.87    $      .27
                                                        ==========    ==========


Diluted earnings per share:
  Continuing operations .............................   $      .31    $      .27
  Discontinued operations ...........................         5.54          --
  Extraordinary item ................................         (.05)         --
                                                        ----------    ----------

    Net income ......................................   $     5.80    $      .27
                                                        ==========    ==========

Shares used in the calculation of earnings per share:
  Basic .............................................       51,282        51,819
  Dilutive impact of stock options ..................          570            51
                                                        ----------    ----------

    Diluted .........................................       51,852        51,870
                                                        ==========    ==========

</TABLE>


         See accompanying notes to consolidated financial statements.
                                   - 6 -

<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                  Three months ended March 31, 1998 and 1999

                                (In thousands)


<TABLE>
<CAPTION>


                                                            1998         1999
                                                          --------     --------

<S>                                                       <C>          <C>     
Net income ..........................................     $301,015     $ 13,940
                                                          --------     --------

Other comprehensive income (loss), net of tax:
  Marketable securities adjustment ..................          492         (940)
  Currency translation adjustment ...................          400      (12,251)
                                                          --------     --------

    Total other comprehensive income (loss) .........          892      (13,191)
                                                          --------     --------

      Comprehensive income ..........................     $301,907     $    749
                                                          ========     ========
</TABLE>


         See accompanying notes to consolidated financial statements.
                                   - 7 -


<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                       Three months ended March 31, 1999

                                (In thousands)

<TABLE>
<CAPTION>


                                                                              Accumulated other
                                                                         comprehensive income (loss)
                                           Additional                ------------------------------------
                                 Common     paid-in     Accumulated   Currency      Pension    Marketable    Treasury
                                  stock     capital       deficit    translation  liabilities  securities     stock        Total
                                ---------  ----------   -----------  -----------  -----------  ----------   ----------   ---------

<S>                             <C>         <C>         <C>          <C>          <C>          <C>          <C>          <C>      
Balance at December 31, 1998    $   8,355   $ 774,288   $(133,379)   $(133,440)   $  (3,187)   $   4,498    $(364,801)   $ 152,334

Net income ..................        --          --        13,940         --           --           --           --         13,940

Other comprehensive loss, net        --          --          --        (12,251)        --           (940)        --        (13,191)

Dividends ...................        --          --        (1,814)        --           --           --           --         (1,814)

Treasury stock reissued .....        --          --          --           --           --           --            117          117
                                ---------   ---------   ---------    ---------    ---------    ---------    ---------    ---------

Balance at March 31, 1999 ...   $   8,355   $ 774,288   $(121,253)   $(145,691)   $  (3,187)   $   3,558    $(364,684)   $ 151,386
                                =========   =========   =========    =========    =========    =========    =========    =========
</TABLE>




         See accompanying notes to consolidated financial statements.
                                   - 8 -


<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Three months ended March 31, 1998 and 1999

                                (In thousands)


<TABLE>
<CAPTION>


                                                          1998          1999
                                                        ---------     ---------

<S>                                                     <C>           <C>      
Cash flows from operating activities:
  Net income .......................................    $ 301,015     $  13,940
  Depreciation, depletion and amortization .........        8,463         8,662
  Noncash interest expense .........................        5,909           512
  Deferred income taxes ............................         (789)        1,518
  Distribution from TiO2 manufacturing joint
   venture .........................................         --           6,500
  Discontinued operations:
    Net gain from sale of Rheox ....................     (285,735)         --
    Income from operations of Rheox ................       (1,325)         --
  Other, net .......................................       (4,518)       (2,901)
                                                        ---------     ---------

                                                           23,020        28,231

  Change in assets and liabilities:
    Accounts and notes receivable ..................      (32,685)      (21,213)
    Inventories ....................................        3,552         8,570
    Prepaid expenses ...............................       (2,307)       (2,018)
    Accounts payable and accrued liabilities .......          873        (6,459)
    Income taxes ...................................       (3,399)       (1,937)
    Other, net .....................................       24,088        (2,374)
  Rheox, net .......................................       (1,193)         --
                                                        ---------     ---------

      Net cash provided by operating activities ....       11,949         2,800
                                                        ---------     ---------

Cash flows from investing activities:
  Change in restricted cash equivalents, net .......        4,009        (9,047)
  Capital expenditures .............................       (2,430)       (7,846)
  Investment in joint venture ......................         (371)         --
  Proceeds from disposition of property and
   equipment .......................................           11         2,114
  Proceeds from sale of Rheox ......................      435,080          --
  Rheox, net .......................................          (26)         --
                                                        ---------     ---------

      Net cash provided (used) by investing
       activities ..................................      436,273       (14,779)
                                                        ---------     ---------

</TABLE>


                                   - 9 -


<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Three months ended March 31, 1998 and 1999

                                (In thousands)

<TABLE>
<CAPTION>


                                                           1998         1999
                                                         ---------    ---------

<S>                                                      <C>          <C>      
Cash flows from financing activities:
  Indebtedness:
    Borrowings .......................................   $  30,491    $  56,271
    Principal payments ...............................     (98,499)     (60,599)
  Dividends paid .....................................        --         (1,814)
  Other, net .........................................         220          117
  Rheox, net .........................................    (117,500)        --
                                                         ---------    ---------

      Net cash used by financing activities ..........    (185,288)      (6,025)
                                                         ---------    ---------

Cash and cash equivalents:
  Net change from:
    Operating, investing and financing activities ....     262,934      (18,004)
    Currency translation .............................        (660)      (1,684)
    Sale of Rheox ....................................      (7,630)        --
  Balance at beginning of period .....................      96,394      154,953
                                                         ---------    ---------

  Balance at end of period ...........................   $ 351,038    $ 135,265
                                                         =========    =========


Supplemental disclosures - cash paid for:
  Interest, net of amounts capitalized ...............   $   4,322    $   1,990
  Income taxes, net ..................................       8,830        5,064

</TABLE>



         See accompanying notes to consolidated financial statements.
                                   - 10 -

<PAGE>



                     NL INDUSTRIES, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:

      NL  Industries,  Inc.  conducts its  titanium  dioxide  pigments  ("TiO2")
operations through its wholly-owned subsidiary,  Kronos, Inc. At March 31, 1999,
Valhi,  Inc. and Tremont  Corporation,  each affiliates of Contran  Corporation,
held approximately 58% and 20%, respectively,  of NL's outstanding common stock,
and together  they may be deemed to control NL. At March 31,  1999,  Contran and
its subsidiaries held approximately 92% of Valhi's outstanding common stock, and
Valhi and other entities related to Harold C. Simmons held  approximately 53% of
Tremont's outstanding common stock.

      The  consolidated  balance sheet of NL Industries,  Inc. and  Subsidiaries
(collectively,  the  "Company") at December 31, 1998 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 1999 and the consolidated  statements of
income,  comprehensive  income,  shareholders'  equity  and cash  flows  for the
interim periods ended March 31, 1998 and 1999 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the operating results for a full year or of future operations.

      Certain  information  and  footnote   disclosures   normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  Certain prior-year amounts have been
reclassified  to conform to the  current  year  presentation.  The  accompanying
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  included in the Company's  Annual Report on
Form 10-K for the year ended December 31, 1998 (the "1998 Annual Report").

      The  Company  will  adopt  Statement  of  Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
no later than the first  quarter of 2000.  SFAS No. 133  establishes  accounting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts, and for hedging activities. Under SFAS No. 133, all
derivatives  will be recognized as either assets or liabilities  and measured at
fair value.  The accounting for changes in fair value of derivatives will depend
upon the intended use of the derivative. The impact of adopting SFAS No. 133, if
any, has not been  determined but will be dependent upon the extent to which the
Company  is  then  a  party  to  derivative  contracts  or  engaged  in  hedging
activities.


                                   - 11 -

<PAGE>



NOTE 2 - EARNINGS PER SHARE:

      Basic earnings per share is based on the weighted average number of common
shares  outstanding  during each period.  Diluted earnings per share is based on
the weighted  average  common  shares  outstanding  and the  dilutive  impact of
outstanding stock options.

NOTE 3 - BUSINESS SEGMENT INFORMATION:

      The Company's operations are conducted by Kronos in one operating business
segment - TiO2.

<TABLE>
<CAPTION>

                                                          Three months ended
                                                                March 31,
                                                        -----------------------
                                                          1998           1999
                                                        ---------     ---------
                                                              (In thousands)

<S>                                                     <C>           <C>      
Net sales ..........................................    $ 222,629     $ 201,569
Other income, excluding corporate ..................        1,348         3,693
                                                        ---------     ---------
                                                          223,977       205,262

Cost of sales ......................................      156,915       147,040
Selling, general and administrative, excluding
 corporate .........................................       27,663        27,261
                                                        ---------     ---------

  Operating income .................................       39,399        30,961

General corporate income (expense):
  Securities earnings, net .........................        3,848         1,600
  Expenses, net ....................................       (4,191)       (4,181)
  Interest expense .................................      (16,399)       (9,779)
                                                        ---------     ---------

                                                        $  22,657     $  18,601
                                                        =========     =========
</TABLE>

NOTE 4 - INVENTORIES:

<TABLE>
<CAPTION>

                                                    December 31,       March 31,
                                                        1998              1999
                                                    ------------       ---------
                                                           (In thousands)

<S>                                                  <C>                <C>     
Raw materials ............................           $ 46,114           $ 37,084
Work in process ..........................             11,530              8,547
Finished products ........................            136,225            130,937
Supplies .................................             34,742             32,683
                                                     --------           --------

                                                     $228,611           $209,251
                                                     ========           ========
</TABLE>


                                   - 12 -

<PAGE>



NOTE 5 - NONCURRENT MARKETABLE SECURITIES:

<TABLE>
<CAPTION>

                                                        December 31,   March 31,
                                                            1998          1999
                                                        ------------   ---------
                                                             (In thousands)

<S>                                                       <C>          <C>     
Available-for-sale - marketable equity securities:
  Unrealized gains ...................................    $  8,512     $  7,921
  Unrealized losses ..................................      (1,591)      (2,447)
  Cost ...............................................      10,659       10,659
                                                          --------     --------

      Aggregate market ...............................    $ 17,580     $ 16,133
                                                          ========     ========
</TABLE>

NOTE 6 - OTHER NONCURRENT ASSETS:

<TABLE>
<CAPTION>

                                                       December 31,    March 31,
                                                           1998           1999
                                                       ------------    ---------
                                                            (In thousands)

<S>                                                      <C>             <C>    
Deferred financing costs, net ..................         $ 4,124         $ 3,470
Restricted cash equivalents ....................           4,225           4,225
Intangible assets, net .........................           1,985           1,362
Other ..........................................           3,593           3,013
                                                         -------         -------

                                                         $13,927         $12,070
                                                         =======         =======
</TABLE>

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

<TABLE>
<CAPTION>

                                                    December 31,       March 31,
                                                        1998              1999
                                                    ------------       ---------
                                                           (In thousands)

<S>                                                  <C>                <C>     
Accounts payable .........................           $ 55,270           $ 44,731
                                                     --------           --------
Accrued liabilities:
  Environmental costs ....................             44,122             53,910
  Employee benefits ......................             37,399             32,873
  Interest ...............................              7,346             14,619
  Other ..................................             43,524             39,495
                                                     --------           --------

                                                      132,391            140,897
                                                     --------           --------

                                                     $187,661           $185,628
                                                     ========           ========
</TABLE>


                                   - 13 -

<PAGE>



NOTE 8 - OTHER NONCURRENT LIABILITIES:

<TABLE>
<CAPTION>

                                                       December 31,    March 31,
                                                           1998          1999
                                                       ------------    ---------
                                                            (In thousands)

<S>                                                    <C>              <C>     
Environmental costs ..........................         $ 81,454         $ 69,453
Insurance claims and expenses ................           10,872           10,846
Deferred income ..............................           12,333           11,333
Employee benefits ............................            9,778            9,822
Other ........................................            2,295            3,069
                                                       --------         --------

                                                       $116,732         $104,523
                                                       ========         ========
</TABLE>

NOTE 9 - NOTES PAYABLE AND LONG-TERM DEBT:

<TABLE>
<CAPTION>

                                                       December 31,    March 31,
                                                           1998           1999
                                                       ------------    ---------
                                                              (In thousands)

<S>                                                        <C>          <C>     
Notes payable - Kronos (DM 60,500) ...................     $ 36,391     $ 33,293
                                                           ========     ========

Long-term debt:
  NL Industries - 11.75% Senior Secured Notes ........     $244,000     $244,000
                                                           --------     --------

  Kronos:
    DM bank credit facility (DM 187,322 and
     DM 180,072, respectively) .......................      112,674       99,094
    Other ............................................          955          690
                                                           --------     --------

                                                            113,629       99,784
                                                           --------     --------

                                                            357,629      343,784

Less current maturities ..............................       64,826       41,573
                                                           --------     --------

                                                           $292,803     $302,211
                                                           ========     ========
</TABLE>


                                   - 14 -

<PAGE>



NOTE 10 - INCOME TAXES:

      The difference  between the provision for income tax expense  attributable
to income from continuing  operations  before income taxes and minority interest
and the amount that would be expected using the U.S.  federal  statutory  income
tax rate of 35% is presented below.
<TABLE>
<CAPTION>


                                                             Three months ended
                                                                   March 31,
                                                            -------------------
                                                              1998        1999
                                                            -------     -------
                                                               (In thousands)

<S>                                                         <C>         <C>    
Expected tax expense ...................................    $ 7,930     $ 6,510
Non-U.S. tax rates .....................................        (52)       (304)
German solidarity income taxes .........................        558         223
Incremental tax on income of companies not included
 in NL's consolidated U.S. federal income tax return ...        926         458
Valuation allowance ....................................     (3,406)     (1,942)
U.S. state income taxes ................................        100          90
Other, net .............................................        286        (385)
                                                            -------     -------

      Income tax expense ...............................    $ 6,342     $ 4,650
                                                            =======     =======
</TABLE>

NOTE 11 - OTHER INCOME, NET:

<TABLE>
<CAPTION>

                                                            Three months ended
                                                                 March 31,
                                                          ----------------------
                                                            1998           1999
                                                          -------        -------
                                                               (In thousands)

<S>                                                       <C>            <C>    
Corporate interest and dividend income ............       $ 3,848        $ 1,600
Currency transaction gains, net ...................           583          1,569
Noncompete agreement income .......................           667          1,000
Disposition of property and equipment .............           (24)           979
Trade interest income .............................           581            948
Other, net ........................................           326            317
                                                          -------        -------

                                                          $ 5,981        $ 6,413
                                                          =======        =======
</TABLE>


                                   - 15 -

<PAGE>



NOTE 12 - DISCONTINUED OPERATIONS:

      The Company sold the net assets of its Rheox specialty  chemicals business
for $465 million cash (before fees and expenses) in January 1998,  including $20
million  attributable to a five-year  agreement by the Company not to compete in
the rheological  products business.  The Company recognized an after-tax gain of
approximately $286 million on the sale of this business segment.

      Condensed  income  statement  and  cash  flow  data for  Rheox  (excluding
dividends paid to,  contributions  received from and intercompany loans with NL)
is  presented  below.  Interest  expense  has  been  allocated  to  discontinued
operations  based on the  amount  of debt  specifically  attributed  to  Rheox's
operations.

<TABLE>
<CAPTION>

                                                                   Three months
                                                                      ended
                                                                  March 31, 1998
                                                                  --------------
                                                                  (In thousands)
<S>                                                                   <C>      
Operations:
  Net sales ....................................................      $  12,630
                                                                      =========

  Operating income .............................................      $   2,900
  Interest and other expenses ..................................            797
                                                                      ---------

      Income before income taxes ...............................          2,103

  Income tax expense ...........................................            778
                                                                      ---------

                                                                          1,325

Gain from sale of Rheox, net of tax expense of $86,222 .........        285,735
                                                                      ---------

                                                                      $ 287,060
                                                                      =========

Cash flows from:
  Operating activities .........................................      $  (1,193)
  Investing activities - capital expenditures ..................            (26)
  Financing activities - indebtedness, net .....................       (117,500)
                                                                      ---------

                                                                      $(118,719)
                                                                      ========= 
</TABLE>

NOTE 13 - COMMITMENTS AND CONTINGENCIES:

      For  descriptions  of  certain  legal  proceedings,  income  tax and other
commitments and contingencies  related to the Company,  reference is made to (i)
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  (ii) Part II, Item 1 -"Legal Proceedings" and (iii) the 1998 Annual
Report.

                                   - 16 -

<PAGE>



MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS                                                                     

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Three months ended         %
                                                       March 31,          Change
                                                ----------------------    ------
                                                   1998         1999
                                                --------      --------
                                                    (In millions)

<S>                                             <C>           <C>           <C>
Net sales - Kronos .....................        $  222.6      $  201.6       -9%

Operating income - Kronos ..............        $   39.4      $   31.0      -21%

Percent changes in TiO2:
  Sales volume .........................                                    -16%
  Average selling prices 
   (in billing currencies) .............                                     +5%
</TABLE>

      Kronos'  operating  income in the first quarter of 1999 decreased from the
first  quarter  of 1998 due to lower  production  and sales  volumes,  partially
offset by higher average selling prices.  Kronos' first quarter sales volume was
16% lower than the record sales volume in the first quarter of 1998 as worldwide
demand weakened,  particularly in Europe. In response to this lower demand,  the
Company  reduced its  production  rates to more closely match its sales volumes.
Average  TiO2 selling  prices for the first  quarter of 1999 were 5% higher than
the first  quarter of 1998 and were even with the third and fourth  quarters  of
1998.  Kronos expects its full-year 1999 operating  income will be below that of
1998 primarily because of lower production volumes.  Kronos anticipates its TiO2
sales volume for full-year 1999 will approximate  that of 1998.  Kronos' outlook
for TiO2 prices during the remainder of 1999 is uncertain.

      Kronos' cost of sales as a percentage of net sales  increased in the first
quarter of 1999 primarily due to lower  production  volume,  partially offset by
higher average  selling  prices.  Kronos'  selling,  general and  administrative
expenses  decreased  in the  first  quarter  of 1999 due to  lower  distribution
expenses associated with lower first-quarter 1999 sales volume, partially offset
by unfavorable effects of foreign currency translation.

      A significant amount of sales are denominated in currencies other than the
U.S. dollar,  and fluctuations in the value of the U.S. dollar relative to other
currencies  increased the dollar value of sales for the first quarter of 1999 by
$4 million  compared to the first quarter of 1998.  Fluctuations in the value of
the U.S. dollar relative to other  currencies  similarly  impacted the Company's
operating  expenses and the net impact of currency exchange rate fluctuations on
the operating  income  comparison  was not  significant  in the first quarter of
1999.

                                   - 17 -

<PAGE>



      The  following  table sets forth  certain  information  regarding  general
corporate income (expense).

<TABLE>
<CAPTION>

                                                 Three months ended
                                                      March 31, 
                                               ---------------------
                                                 1998         1999       Difference
                                               -------       -------     ----------
                                                   (In millions)

<S>                                            <C>           <C>           <C>     
Securities earnings ...................        $   3.8       $   1.6       $  (2.2)
Corporate expenses, net ...............           (4.2)         (4.2)           --
Interest expense ......................          (16.4)         (9.8)          6.6
                                               -------       -------       -------

                                               $ (16.8)      $ (12.4)      $   4.4
                                               =======       =======       =======
</TABLE>

      Securities  earnings decreased due to lower average balances available for
investment.  Interest  expense  decreased  $6.6  million due to lower  levels of
outstanding debt. The Company expects its full-year 1999 securities earnings and
interest  expense  will be lower  than  1998,  primarily  due to  lower  average
balances  available  for  investment  and  lower  levels  of  outstanding  debt,
respectively.

      In the first quarter of 1999, the Company  reduced its deferred income tax
valuation  allowance by $1.9 million  primarily  as a result of  utilization  of
certain tax attributes for which the benefit had not been previously  recognized
under the "more-likely-than-not" recognition criteria.

      Discontinued  operations in 1998 represent the Company's  former specialty
chemicals operations which were sold in January 1998.

LIQUIDITY AND CAPITAL RESOURCES

      The  Company's  consolidated  cash flows  from  operating,  investing  and
financing  activities  for the three  months  ended  March 31, 1998 and 1999 are
presented below.

<TABLE>
<CAPTION>

                                                              Three months ended
                                                                    March 31,
                                                              ------------------
                                                                1998       1999
                                                               ------     ------
                                                                 (In millions)

<S>                                                            <C>        <C>   
Net cash provided (used) by:
  Operating activities:
    Before changes in assets and liabilities ..............    $ 23.0     $ 28.2
    Changes in assets and liabilities .....................     (11.1)     (25.4)
                                                               ------     ------
                                                                 11.9        2.8
  Investing activities ....................................     436.3      (14.8)
  Financing activities ....................................    (185.3)      (6.0)
                                                               ------     ------

      Net cash provided (used) by operating, investing,
       and financing activities ...........................    $262.9     $(18.0)
                                                               ======     ======
</TABLE>

      The TiO2  industry is cyclical and changes in economic  conditions  within
the industry  significantly  impact the earnings and operating cash flows of the
Company. Cash flow from operations, before changes in assets and liabilities, in
the 1999 period increased from the comparable period in 1998 primarily due to

                                   - 18 -

<PAGE>



a $6.5 million cash  distribution  from the Company's TiO2  manufacturing  joint
venture,  partially offset by lower operating  income.  Changes in the Company's
inventories,   receivables  and  payables  (excluding  the  effect  of  currency
translation)  used cash in both the first quarter of 1998 and 1999 primarily due
to  increases  in  receivables  in each  respective  period.  Cash  provided  by
operations  in 1998 also  includes $20 million  related to an  agreement  not to
compete in the rheological products business.

      In  accordance  with the  provisions  of the DM credit  agreement and as a
result of the level of operating income in 1998 for Kronos International,  Inc.,
the Company prepaid its DM 107 million ($60 million when paid) term loan in full
in March 1999, principally by drawing DM 100 million ($56 million when drawn) on
its DM revolving credit facility.  The revolver's balance of DM 180 million ($99
million at March 31, 1999) is scheduled to be reduced to DM 105 million in March
2000, with the remaining balance to be repaid in September 2000.

      At March 31, 1999, the Company had cash and cash  equivalents  aggregating
$135 million ($33 million held by non-U.S.  subsidiaries)  and an additional $21
million of  restricted  cash  equivalents.  The Company's  subsidiaries  had $41
million available for borrowing at March 31, 1999 under existing non-U.S. credit
facilities.

      In the  first  quarter  of 1999,  the  Company  paid a  regular  quarterly
dividend of $.035 per share to  shareholders  aggregating  $1.8 million.  In May
1999 the Company's Board of Directors  declared a regular quarterly  dividend of
$.035 per share to  shareholders of record as of June 1, 1999 to be paid on June
16, 1999.

      Certain  of the  Company's  tax  returns  in  various  U.S.  and  non-U.S.
jurisdictions  are being  examined  and tax  authorities  have  proposed  or may
propose tax deficiencies,  including  non-income tax related items and interest.
In the third quarter of 1998, the Company received a DM 14 million ($8.2 million
when received) refund of 1990 German dividend  withholding taxes. The German tax
authorities  were required to refund such amounts based on a 1998 German Supreme
Court decision in favor of another taxpayer.  No further withholding tax refunds
are expected.

      Certain  other  significant   German  tax  contingencies   aggregating  an
estimated DM 188 million  ($103  million at March 31, 1999)  through 1998 remain
outstanding and are in litigation. One primary issue relates to disputed amounts
aggregating  DM 181 million  ($100  million at March 31, 1999) for years through
1998.  The Company has received tax  assessments  for a  substantial  portion of
these  amounts.  No payments of tax or  interest  deficiencies  related to these
assessments are expected until the litigation is resolved.  During 1997 a German
tax  court  proceeding  involving  a tax  issue  substantially  the  same as the
Company's  primary dispute was decided in favor of the taxpayer.  The German tax
authorities  appealed  that  decision  to the  German  Supreme  Court,  which in
February  1999  rendered  its  judgment  in favor of the  taxpayer.  The Company
believes that the German Supreme Court's  judgment should  determine the outcome
of the Company's primary dispute with the German tax authorities.  Based on this
recent  favorable  judgment,  the Company has requested that the tax assessments
related  to this  issue be  withdrawn  and  expects a  decision  from the German
authorities regarding

                                   - 19 -

<PAGE>



this request  during 1999.  The Company has granted a DM 94 million ($52 million
at March 31,  1999) lien on its  Nordenham,  Germany  TiO2 plant in favor of the
City of  Leverkusen  related  to this tax  contingency,  and a DM 5 million  ($3
million at March 31, 1999) lien in favor of the German  federal tax  authorities
for other tax  contingencies.  If the  German  tax  authorities  withdraw  their
assessments based on the German Supreme Court's decision, the Company expects to
request  the  release  of the DM 94  million  lien  in  favor  of  the  City  of
Leverkusen.

      On April 1, 1999,  the German  government  enacted  certain income tax law
changes that were retroactively  effective as of January 1, 1999. Based on these
changes,  the Company expects its effective cash income tax rate in Germany will
increase beginning in the second quarter of 1999. Through the use of ongoing tax
planning  strategies,  the Company does not expect the income tax law changes to
materially affect its deferred tax liabilities.

      During 1997 the Company  received a tax assessment  from the Norwegian tax
authorities  proposing tax  deficiencies  of NOK 51 million ($7 million at March
31, 1999)  relating to 1994.  The Company has appealed this  assessment  and has
begun  litigation  proceedings.  During  1998 the  Company  was  informed by the
Norwegian tax authorities that additional tax deficiencies of NOK 39 million ($5
million  at March 31,  1999) will  likely be  proposed  for the year  1996.  The
Company  intends to vigorously  contest this issue and  litigate,  if necessary.
Although the Company believes that it will ultimately  prevail,  the Company has
granted a lien for the 1994 tax assessment on its Fredrikstad, Norway TiO2 plant
in favor of the Norwegian tax authorities and will be required to grant security
on the 1996 assessment when received.

      No  assurance  can be given that these tax matters will be resolved in the
Company's  favor  in  view  of the  inherent  uncertainties  involved  in  court
proceedings.  The Company  believes that it has provided  adequate  accruals for
additional taxes and related  interest expense which may ultimately  result from
all such  examinations  and  believes  that  the  ultimate  disposition  of such
examinations  should  not  have a  material  adverse  effect  on  the  Company's
consolidated financial position, results of operations or liquidity.

      The Company has been named as a defendant,  potentially  responsible party
("PRP"), or both, in a number of legal proceedings associated with environmental
matters,  including  waste  disposal  sites,  mining  locations  and  facilities
currently or previously owned, operated or used by the Company, certain of which
are on the U.S.  Environmental  Protection  Agency's (the "U.S.  EPA") Superfund
National  Priorities  List or similar  state lists.  On a quarterly  basis,  the
Company  evaluates  the  potential  range of its liability at sites where it has
been named as a PRP or defendant.  The Company believes it has adequate accruals
($123 million at March 31, 1999) for reasonably estimable costs of such matters,
but the  Company's  ultimate  liability  may be affected by a number of factors,
including changes in remedial alternatives and costs and the allocations of such
costs among PRPs.  It is not possible to estimate the range of costs for certain
sites.  The upper end of the range of reasonably  possible  costs to the Company
for sites for which it is  possible  to  estimate  costs is  approximately  $160
million. The Company's estimates of such liabilities have not been discounted to
present value, and the Company has not recognized any potential insurance

                                   - 20 -

<PAGE>



recoveries.  No assurance can be given that actual costs will not exceed accrued
amounts  or the upper end of the range for sites for which  estimates  have been
made, and no assurance can be given that costs will not be incurred with respect
to sites as to which no estimate presently can be made. Further, there can be no
assurance that additional environmental matters will not arise in the future.

      The Company is also a defendant in a number of legal  proceedings  seeking
damages for personal  injury and property  damage  arising from the sale of lead
pigments and lead-based paints.  There is no assurance that the Company will not
incur  future  liability in respect of this  pending  litigation  in view of the
inherent  uncertainties  involved  in court  and jury  rulings  in  pending  and
possible  future cases.  However,  based on, among other things,  the results of
such litigation to date, the Company  believes that the pending lead pigment and
paint  litigation is without merit.  The Company has not accrued any amounts for
such pending litigation. Liability that may result, if any, cannot be reasonably
estimated. In addition, various legislation and administrative regulations have,
from  time to time,  been  enacted  or  proposed  that  seek to  impose  various
obligations on present and former  manufacturers  of lead pigment and lead-based
paint with respect to asserted health  concerns  associated with the use of such
products and to effectively  overturn  court  decisions in which the Company and
other  pigment  manufacturers  have been  successful.  Examples of such proposed
legislation  include bills which would permit civil liability for damages on the
basis of market  share,  rather  than  requiring  plaintiffs  to prove  that the
defendant's  product caused the alleged damage.  The Company currently  believes
the disposition of all claims and disputes,  individually  and in the aggregate,
should  not  have  a  material  adverse  effect  on the  Company's  consolidated
financial  position,  results  of  operations  or  liquidity.  There  can  be no
assurance that additional matters of these types will not arise in the future.

      The Company is in the process of  evaluating  and  upgrading  its computer
systems (both information technology ("IT") systems and non-IT systems involving
embedded chip technology) and software applications (collectively referred to as
"systems") to ensure that the systems  function  properly  beginning  January 1,
2000.  To achieve  its year 2000  compliance  plan,  the  Company  is  utilizing
internal and external resources to identify,  correct or reprogram, and test its
systems.

      The Company has conducted an inventory of its IT systems  worldwide and is
currently  testing the  systems and  applications  that have been  corrected  or
reprogrammed for year 2000 compliance. The Company has completed an inventory of
its  non-IT   systems  and  is  in  the  process  of   correcting  or  replacing
date-deficient systems. The remediation effort is well under way on all critical
IT and non-IT  systems,  and the Company  anticipates  that  remediation of such
critical  systems  will  be  substantially  complete  by  June  1999,  and  that
remediation  and testing of all remaining  systems will be complete by September
1999.  Once  systems  undergo  remediation,   they  are  tested  for  year  2000
compliance.   For  critical  systems,   the  testing  process  usually  involves
subjecting  the  remediated  system to a simulated  change of date from the year
1999 to the year 2000 using, in many cases, computer resources. The Company uses
a number of packaged  software  products  that have been upgraded to a year 2000
compliant version in the normal course of business.  Excluding the cost of these
software upgrades, the

                                   - 21 -

<PAGE>



Company's cost of becoming year 2000  compliant is expected to be  approximately
$2 million, of which about one-half has been spent through March 31, 1999.

      The Company has identified  approximately  30 major  computer  systems and
assessed them for year 2000 compliance.  At March 31, 1999, the Company believes
approximately  80% of such systems are year 2000 compliant.  Each operating unit
has  responsibility  for its own conversion,  in line with overall  guidance and
oversight provided by a corporate-level  coordinator,  and the status of each of
the remaining systems will be specifically tracked and monitored.

      As part of its year  2000  compliance  plan,  the  Company  has  requested
confirmations  from its major domestic and foreign  software  vendors,  hardware
vendors,  primary  suppliers and major  customers,  that they are developing and
implementing  plans  to  become,  or are,  year  2000  compliant.  Confirmations
received to date from the Company's software vendors,  hardware vendors, primary
suppliers and major  customers,  indicate that generally they are in the process
of implementing  remediation plans to ensure that their systems are compliant by
December 31, 1999. The major  software  vendors used by the Company have already
delivered  year 2000 compliant  software.  Notwithstanding  these  efforts,  the
ability of the  Company to affect the year 2000  preparedness  of such  vendors,
suppliers and customers is limited.

      The Company is developing a  contingency  plan to address  potential  year
2000  related  business  interruptions  that may occur on January  1,  2000,  or
thereafter. This plan is expected to be completed in the second quarter of 1999.

      Although the Company expects its systems to be year 2000 compliant  before
December  31,  1999,  it cannot  predict the outcome or success of the year 2000
compliance programs of its vendors,  suppliers,  and customers. The Company also
cannot predict whether its major software vendors, who continue to test for year
2000  compliance,  will find additional  problems that would result in unplanned
upgrades of their  applications  after  December 31, 1999.  As a result of these
uncertainties,  the Company cannot predict the impact on its financial condition
or results of operations  from  noncompliant  year 2000 systems that the Company
directly or indirectly  relies upon.  Should the Company's year 2000  compliance
plan not be successful or be delayed  beyond January 2000, or should one or more
vendors,  suppliers  or customers  fail to  adequately  address  their year 2000
issues,  the  consequences  to the Company could be  far-reaching  and material,
including an inability to produce TiO2 at its  manufacturing  facilities,  which
could lead to an indeterminate amount of lost revenue.  Other potential negative
consequences  could include plant malfunction,  impeded  communications or power
supplies, or slower transaction processing and financial reporting. Although not
anticipated,  the most reasonably likely  worst-case  scenario of failure by the
Company or its key suppliers or customers to become year 2000 compliant would be
a short-term slowdown or cessation of manufacturing operations at one or more of
the Company's  facilities and a short-term  inability on the part of the Company
to process  orders and billings in a timely manner,  and to deliver  products to
customers.

      Beginning  January 1, 1999,  eleven of the fifteen members of the European
Union ("EU"), including Germany, Belgium, the Netherlands and France, adopted a

                                   - 22 -

<PAGE>



new  European  currency  unit  (the  "euro")  as their  common  legal  currency.
Following the introduction of the euro, the  participating  countries'  national
currencies remain legal tender as denominations of the euro from January 1, 1999
through  January 1,  2002,  and the  exchange  rates  between  the euro and such
national currency units are fixed.

      The  Company  conducts  substantial  operations  in  Europe,  including  a
significant amount of outstanding  DM-denominated  indebtedness.  The functional
currency of the Company's  German,  Belgian,  Dutch and French  operations  will
convert to the euro from their  respective  national  currencies over a two-year
period  beginning in 1999.  The Company has assessed and evaluated the impact of
the euro conversion on its business and made the necessary  system  conversions.
The euro conversion may impact the Company's operations  including,  among other
things,  changes in product pricing decisions necessitated by cross-border price
transparencies.  Such  changes in product  pricing  decisions  could impact both
selling prices and purchasing costs and, consequently,  favorably or unfavorably
impact results of operations, financial condition or liquidity.

      The Company periodically evaluates its liquidity requirements, alternative
uses of capital,  capital needs and  availability of resources in view of, among
other  things,  its  debt  service  and  capital  expenditure  requirements  and
estimated future operating cash flows. As a result of this process,  the Company
in the past has  sought,  and in the  future  may seek,  to  reduce,  refinance,
repurchase  or  restructure   indebtedness,   raise  additional  capital,  issue
additional  securities,   modify  its  dividend  policy,  restructure  ownership
interests, sell interests in subsidiaries or other assets, or take a combination
of such steps or other steps to manage its liquidity and capital  resources.  In
the normal course of its business,  the Company may review opportunities for the
acquisition,  divestiture,  joint venture or other business  combinations in the
chemicals or other industries.  In the event of any acquisition or joint venture
transaction,  the Company may consider  using  available  cash,  issuing  equity
securities  or  increasing  its  indebtedness  to the  extent  permitted  by the
agreements governing the Company's existing debt.

      The statements  contained in this Report on Form 10-Q ("Quarterly Report")
which are not historical facts, including,  but not limited to, statements found
under the captions "Results of Operations" and "Liquidity and Capital Resources"
above, are forward-looking  statements that represent  management's  beliefs and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"will,"  "should,"  "anticipates,"  "expects," or comparable  terminology  or by
discussions  of strategy.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances  that these  expectations  will prove to be correct.  Such statements
involve risks and uncertainties,  including, but not limited to, the cyclicality
of the titanium dioxide industry, global economic conditions,  global productive
capacity,  changes in product pricing,  "Year 2000" issues,  and other risks and
uncertainties  included in this Quarterly  Report and in the 1998 Annual Report,
and the  uncertainties set forth from time to time in the Company's other public
reports  and  filings.  Should one or more of these  risks  materialize  (or the
consequences of such a development worsen), or should the underlying assumptions

                                   - 23 -

<PAGE>



prove incorrect, actual results could differ materially from those forecasted or
expected. The Company assumes no duty to update any forward-looking statements.


                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Reference is made to the 1998 Annual Report for descriptions of certain
previously-reported legal proceedings.

         PEDRICKTOWN  SITE.  In March 1999 the Company  executed the  previously
reported  agreement in principle with certain PRPs with respect to the Company's
liability at the site, settling the matter within previously accrued amounts.

         BATAVIA,  NEW YORK SITE.  In April 1999 the Company  received a revised
estimate by the U.S. EPA estimating  the cost to remediate  operable unit one at
$15.1 million and received a revised claim by the U.S. EPA seeking past costs of
$4.6 million, including interest.

         BRENNER, ET AL. V. AMERICAN CYANAMID,  ET AL., (NO.  12596-93).  In May
1999  defendants  appealed  the  previously  reported  denial of their motion to
dismiss the market share liability claim.

         In April 1999 the  Company  was served  with an  amended  complaint  in
SWEET, ET AL. V. SHEAHAN, ET AL., (U.S. DISTRICT COURT, NORTHERN DISTRICT OF NEW
YORK,  CIVIL  ACTION  NO.  97-CV-1666/LEK-DNH),  adding  the  Company  and other
defendants to a suit originally filed against plaintiffs' landlord.  Plaintiffs,
a parent and child, allege injuries purportedly caused by lead pigment, and seek
recovery of actual and punitive  damages  from their  landlord,  alleged  former
manufacturers of lead pigment, and the Lead Industries Association,  and purport
to allege causes of action  against the former  pigment  manufacturers  based on
negligence,  strict products liability, fraud and misrepresentation,  concert of
action, civil conspiracy,  and market share liability.  The time for the Company
to answer or otherwise plead with respect to the complaint has not yet occurred.
The Company  intends to deny all  allegations of wrongdoing and liability and to
defend the case vigorously.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

             10.1 - Intercorporate Services Agreement by and between Valhi, Inc.
             and the Registrant effective as of January 1, 1999.

             10.2 -  Intercorporate  Services  Agreement by and between  Contran
             Corporation and the Registrant effective as of January 1, 1999.


                                   - 24 -

<PAGE>



             10.3 -  Intercorporate  Services  Agreement by and between Titanium
             Metals  Corporation  and the Registrant  effective as of January 1,
             1999.

             10.4 -  Intercorporate  Services  Agreement by and between  Tremont
             Corporation and the Registrant effective as of January 1, 1999.

             27.1 - Financial  Data  Schedule for the  three-month  period ended
             March 31, 1999.

         (b) REPORTS ON FORM 8-K

             Reports  on Form  8-K for the  quarter  ended  March  31,  1999 and
             through the date of this report:

               January  4, 1999 - reported  Items 5 and 7.  
               January  22,  1999 - reported  Items 5 and 7. 
               February 12, 1999 - reported Items 5 and 7.  
               March 18,  1999 - reported  Items 5 and 7.  
               April 26,  1999 - reported Items 5 and 7. 
               May 4, 1999 - reported Items 5 and 7.

                                   - 25 -

<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 thereunto duly authorized.





                                                  NL INDUSTRIES, INC. 
                                          -----------------------------------
                                                      (Registrant)



Date:  May 12, 1999                       By   /s/ Susan E. Alderton         
-------------------                            ------------------------------
                                               Susan E. Alderton
                                                Vice President and
                                                Chief Financial Officer



Date:  May 12, 1999                       By   /s/ Robert D. Hardy           
-------------------                            ------------------------------
                                               Robert D. Hardy
                                                Vice President and Controller
                                                (Principal Accounting Officer)

                                   - 26 -