SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





For the quarter ended March 31, 2004           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.)


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



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




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) has been subject to such filing requirements for
the past 90 days. Yes _X  No___



Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X_ No ___



Number of shares of the Registrant's common stock outstanding on April 30, 2004:
48,352,684.





                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX




                                                                        Page
                                                                       number

Part I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Balance Sheets -
            December 31, 2003 and March 31, 2004                         3

           Consolidated Statements of Income -
            Three months ended March 31, 2003 and 2004                   5

           Consolidated Statements of Comprehensive Income (Loss) -
            Three months ended March 31, 2003 and 2004                   6

           Consolidated Statement of Stockholders' Equity -
            Three months ended March 31, 2004                            7

           Consolidated Statements of Cash Flows -
            Three months ended March 31, 2003 and 2004                   8

           Notes to Consolidated Financial Statements                   10

  Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                         20

  Item 4.  Controls and Procedures                                      27

Part II.   OTHER INFORMATION

  Item 1.  Legal Proceedings                                            29

  Item 6.  Exhibits and Reports on Form 8-K                             30




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>

              ASSETS                                                              December 31,         March 31,
                                                                                     2003                 2004

Current assets:
<S>                                                                               <C>                 <C>
  Cash and cash equivalents                                                       $   67,799          $  111,647
  Restricted cash and cash equivalents                                                19,029              15,601
  Restricted marketable debt securities                                                6,147               4,267
  Accounts and other receivables                                                     156,820             184,091
  Refundable income taxes                                                             35,336              14,428
  Receivable from affiliates                                                              55                  12
  Inventories                                                                        266,020             227,530
  Prepaid expenses                                                                     5,257               5,102
  Deferred income taxes                                                               10,798              10,154
                                                                                  ----------          ----------

      Total current assets                                                           567,261             572,832
                                                                                  ----------          ----------
Other assets:
  Marketable equity securities                                                        70,487              59,451
  Restricted marketable debt securities                                                6,870               8,782
  Investment in TiO2 manufacturing joint venture                                     129,011             127,211
  Receivable from affiliate                                                           14,000              14,000
  Other                                                                               34,057              33,226
                                                                                  ----------          ----------

      Total other assets                                                             254,425             242,670
                                                                                  ----------          ----------

Property and equipment:
  Land                                                                                32,981              32,104
  Buildings                                                                          179,472             175,143
  Equipment                                                                          765,704             750,576
  Mining properties                                                                   83,183              80,642
  Construction in progress                                                             9,666               9,108
                                                                                  ----------          ----------
                                                                                   1,071,006           1,047,573
  Less accumulated depreciation and amortization                                     635,267             629,468
                                                                                  ----------          ----------

      Net property and equipment                                                     435,739             418,108
                                                                                  ----------          ----------

                                                                                  $1,257,425          $1,233,607
                                                                                  ==========          ==========
</TABLE>
          See accompanying notes to consolidated financial statements.




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

   LIABILITIES AND STOCKHOLDERS' EQUITY                                           December 31,         March 31,
                                                                                      2003                2004

Current liabilities:
<S>                                                                               <C>                <C>
  Current maturities of long-term debt                                            $      288          $      279
  Accounts payable                                                                   103,180              66,779
  Accrued liabilities                                                                 81,117              86,063
  Accrued environmental costs                                                         19,627              17,120
  Payable to affiliates                                                               19,537              19,526
  Income taxes                                                                        12,726              13,050
  Deferred income taxes                                                                3,436               1,407
                                                                                  ----------          ----------

      Total current liabilities                                                      239,911             204,224
                                                                                  ----------          ----------

Noncurrent liabilities:
  Long-term debt                                                                     356,451             377,531
  Accrued pension costs                                                               81,180              80,871
  Accrued postretirement benefits costs                                               23,411              22,563
  Accrued environmental costs                                                         57,854              57,061
  Deferred income taxes                                                              191,460             182,362
  Other                                                                               19,453              18,976
                                                                                  ----------          ----------

      Total noncurrent liabilities                                                   729,809             739,364
                                                                                  ----------          ----------

Minority interest                                                                     86,791              86,528
                                                                                  ----------          ----------

Stockholders' equity:
  Common stock                                                                         8,355               8,355
  Additional paid-in capital                                                         777,819             777,819
  Retained earnings                                                                   16,023              18,371
  Accumulated other comprehensive income (loss):
    Marketable securities                                                             23,323              16,193
    Currency translation                                                            (153,955)           (154,260)
    Pension liabilities                                                              (36,209)            (36,209)
  Treasury stock                                                                    (434,442)           (426,778)
                                                                                  ----------          ----------

      Total stockholders' equity                                                     200,914             203,491
                                                                                  ----------          ----------

                                                                                  $1,257,425          $1,233,607
                                                                                  ==========          ==========
 Commitments and contingencies (Notes 10 and 12)
</TABLE>


          See accompanying notes to consolidated financial statements.




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 2003 and 2004

                      (In thousands, except per share data)
<TABLE>

                                                                               2003                2004

<S>                                                                             <C>                <C>
Net sales                                                                       $ 252,973          $ 263,267
Cost of sales                                                                     188,417            202,231
                                                                                ---------          ---------

    Gross margin                                                                   64,556             61,036

Selling, general and administrative expense                                        29,379             35,244
Other operating income (expense):
  Currency transaction gains (losses), net                                         (1,098)               254
  Disposition of property and equipment                                               (61)               (23)
  Noncompete agreement income                                                         333                  -
  Other income                                                                        148                 14
  Corporate expense                                                               (15,315)            (6,667)
                                                                                ---------          ---------

    Income from operations                                                         19,184             19,370

Other income (expense):
  Trade interest income                                                               163                206
  Other interest income                                                               948                770
  Securities transactions, net                                                      2,234                (22)
  Interest expense                                                                 (7,985)            (9,217)
                                                                                ---------          ---------

    Income before income taxes and minority interest                               14,544             11,107

Provision for income taxes                                                          5,090              2,224

Minority interest in after-tax earnings                                                24              4,794
                                                                                ---------          ---------

    Net income                                                                  $   9,430          $   4,089
                                                                                =========          =========

Basic and diluted net income per share                                          $     .20          $     .08
                                                                                =========          =========

Weighted-average shares used in the calculation of net income per share:
  Basic                                                                            47,693             48,140
  Dilutive impact of stock options                                                     51                139
                                                                                ---------          ---------

  Diluted                                                                          47,744             48,279
                                                                                =========          =========

</TABLE>
          See accompanying notes to consolidated financial statements.





                      NL INDUSTRIES, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)


<TABLE>

                                                                            2003             2004

<S>                                                                       <C>             <C>
Net income                                                                $   9,430       $   4,089
                                                                          ---------       ---------

Other comprehensive income (loss), net of tax:
  Marketable securities adjustment:
    Unrealized holding gains (losses) arising during the period               7,093          (7,130)
    Reclassification for realized net loss included in net income            (1,474)           -
                                                                          ---------       ---------

                                                                              5,619          (7,130)

Currency translation adjustment                                               3,742            (305)
                                                                          ---------       ---------

      Total other comprehensive income (loss)                                 9,361          (7,435)
                                                                          ---------       ---------

          Comprehensive income (loss)                                     $  18,791       $  (3,346)
                                                                          =========       =========

</TABLE>

          See accompanying notes to consolidated financial statements.





















                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2004

                                 (In thousands)

<TABLE>

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

<S>                                       <C>     <C>       <C>       <C>          <C>          <C>         <C>         <C>
Balance at December 31, 2003              $8,355  $777,819  $ 16,023  $  23,323    $(153,955)   $ (36,209)  $(434,442)  $200,914

Net income                                  -         -        4,089       -           -             -           -         4,089

Distribution of shares of
  Kronos Worldwide, Inc. common stock       -         -      (1,143)       -             -           -           -        (1,143)

Income tax on distribution                  -         -        (598)       -             -           -           -          (598)

Other comprehensive loss, net               -         -         -        (7,130)         (305)       -           -        (7,435)

Treasury stock - reissued                   -         -         -          -             -           -          7,664      7,664
                                          ------  --------  --------  ---------     ---------   ---------   ---------   --------

Balance at March 31, 2004                 $8,355  $777,819  $ 18,371  $  16,193     $(154,260)  $ (36,209)  $(426,778)  $203,491
</TABLE>
          See accompanying notes to consolidated financial statements.




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)

<TABLE>


                                                                                                2003           2004

Cash flows from operating activities:
<S>                                                                                         <C>             <C>
  Net income                                                                                $  9,430        $  4,089
  Depreciation and amortization                                                                9,691          11,137
  Deferred income taxes                                                                        1,630          (1,258)
  Minority interest                                                                               24           4,794
  Other, net                                                                                  (3,992)          1,893
  Distributions from (contributions to) TiO2 manufacturing joint venture                      (1,250)          1,800
  Change in assets and liabilities:
    Accounts and other receivables                                                           (29,298)        (30,909)
    Inventories                                                                               18,702          33,494
    Prepaid expenses                                                                           1,960             152
    Accrued environmental costs                                                                8,678          (3,300)
    Accounts payable and accrued liabilities                                                 (33,174)        (29,115)
    Income taxes                                                                                 339          21,301
    Other, net                                                                                 3,569            (642)
                                                                                            --------        --------

        Net cash provided (used) by operating activities                                     (13,691)         13,436
                                                                                            --------        --------

Cash flows from investing activities:
  Capital expenditures                                                                        (6,503)         (4,518)
  Change in restricted cash equivalents and restricted marketable debt securities, net         2,050           1,689
  Other, net                                                                                      42              30
                                                                                            --------        --------

        Net cash used by investing activities                                                 (4,411)         (2,799)
                                                                                            --------        --------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                                16,106          99,968
    Principal payments                                                                          (342)        (67,468)
  Cash dividends paid                                                                         (9,539)           -
  Distributions to minority interest                                                            -             (5,974)
  Treasury stock reissued                                                                         77           7,664
                                                                                            --------        --------

        Net cash provided by financing activities                                              6,302          34,190
                                                                                            --------        --------
</TABLE>





                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)

<TABLE>

                                                                                         2003              2004


Cash and cash equivalents - net change from:
<S>                                                                                   <C>               <C>
  Operating, investing and financing activities                                       $(11,800)         $ 44,827
  Currency translation                                                                     422              (979)
Cash and cash equivalents at beginning of period                                        58,091            67,799
                                                                                      --------          --------

Cash and cash equivalents at end of period                                            $ 46,713          $111,647
                                                                                      ========          ========


Supplemental disclosures - cash paid (received) for:
    Interest, net of amounts capitalized                                              $    674          $  1,085
    Income taxes, net                                                                    3,121           (16,952)
</TABLE>




          See accompanying notes to consolidated financial statements.




                      NL INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Organization and basis of presentation:

     NL  Industries,  Inc.  (NYSE:  NL) conducts its titanium  dioxide  pigments
("TiO2") operations through its 50.5% owned subsidiary,  Kronos Worldwide,  Inc.
(NYSE:  KRO)  ("Kronos").  At March 31, 2004,  Valhi,  Inc.  and a  wholly-owned
subsidiary of Valhi held approximately 83% of NL's outstanding common stock, and
Contran  Corporation  and its  subsidiaries  held  approximately  90% of Valhi's
outstanding common stock. At March 31, 2004, Valhi and a wholly-owned subsidiary
of Valhi also held an  additional  43.3% of Kronos'  outstanding  common  stock.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons,  of which Mr.  Simmons is sole  trustee,  or is held by Mr.  Simmons or
persons or other entities related to Mr. Simmons.  Mr. Simmons,  the Chairman of
the Board of Valhi,  Contran and the  Company,  may be deemed to control each of
such companies.

     The  consolidated  balance  sheet  of NL at  December  31,  2003  has  been
condensed from the Company's audited  consolidated  financial statements at that
date. The  consolidated  balance sheet at March 31, 2004,  and the  consolidated
statements of income, comprehensive income (loss), stockholders' equity and cash
flows for the interim  periods ended March 31, 2003 and 2004, have been prepared
by  the  Company,  without  audit,  in  accordance  with  accounting  principles
generally  accepted in the United States of America ("GAAP").  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  normally  included  in  financial  statements  prepared in
accordance  with GAAP has been  condensed  or omitted,  and  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 Company's  Annual  Report on Form 10-K for the year ended  December 31,
2003 (the "2003 Annual Report").

     In March  2004,  the  Company  paid its $.20 per  share  regular  quarterly
dividend  in the form of shares of Kronos  common  stock in which  approximately
345,100  shares were  distributed to NL  stockholders  in the form of a pro-rata
dividend.  Such  shares  represented  approximately  .7% of Kronos'  outstanding
common stock.  The Company's  distribution of such shares of Kronos common stock
is taxable to the  Company,  and the Company is required to  recognize a taxable
gain equal to the  difference  between  the fair  market  value of the shares of
Kronos  distributed on the date of distribution  and the Company's  adjusted tax
basis in such shares at the date of distribution.  Pursuant to the Company's tax
sharing  agreement  with Valhi,  the Company is not required to pay taxes on the
tax liability  generated for the shares of Kronos  distributed  to Valhi and its
wholly-owned  subsidiary.  The Company is required to recognize a tax  liability
with respect to the Kronos  shares  distributed  to NL  stockholders  other than
Valhi and its wholly-owned subsidiary,  and such tax liability was approximately
$598,000.  In accordance  with GAAP, the net carrying value of all of the shares
of Kronos  distributed  ($1.1  million) and the $598,000 tax liability have been
recognized  as a reduction  of the  Company's  stockholders'  equity and charged
directly to retained earnings.

     As  disclosed  in  the  2003  Annual  Report,   the  Company  accounts  for
stock-based employee compensation in accordance with Accounting Principles Board
Opinion  ("APBO") No. 25,  "Accounting  for Stock Issued to Employees,"  and its
various  interpretations.  Under APBO No. 25, no compensation  cost is generally
recognized  for fixed stock options in which the exercise  price is greater than
or equal to the  market  price on the grant  date.  Prior to 2003,  the  Company
commenced  accounting for its stock options using the variable accounting method
of APBO No. 25, which  requires the  intrinsic  value of all  unexercised  stock
options  (including  stock options with an exercise  price at least equal to the
market price on the date of grant) to be accrued as an expense,  with subsequent
increases  (decreases) in the Company's market price resulting in recognition of
additional  compensation expense (income). Net compensation income recognized by
the Company in  accordance  with APBO No. 25 was  approximately  $500,000 in the
first quarter of 2003, and net  compensation  cost recognized by the Company was
$1.1 million in the first quarter of 2004.

     The following  table presents what the Company's  consolidated  net income,
and related per share amounts,  would have been in the first quarter of 2003 and
2004 if the Company and its  subsidiaries  and  affiliates  had each  elected to
account for their respective  stock-based employee compensation related to stock
options in accordance with the fair value-based  recognition  provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  for all awards  granted
subsequent to January 1, 1995.

<TABLE>

                                                                                         Three months
                                                                                        ended March 31,
                                                                                  2003                 2004
                                                                                     (In millions, except
                                                                                      per share amounts)

<S>                                                                               <C>                <C>
Net income as reported                                                            $ 9.4              $ 4.1

Adjustments, net of applicable income
 tax effects and minority interest:
  Stock-based employee compensation expense
   (income) determined under APBO No. 25                                            (.3)                .4
  Stock-based employee compensation expense
   determined under SFAS No. 123                                                    (.1)                -
                                                                                  -----              -----

Pro forma net income                                                              $ 9.0              $ 4.5
                                                                                  =====              =====

Basic and diluted net income per share:
  As reported                                                                     $ .20              $ .08
  Pro forma                                                                       $ .19              $ .09
</TABLE>


     The  Company  has  complied  with the  consolidation  requirements  of FASB
Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," as amended, as of March 31, 2004. See Note 13.

Note 2 - Accounts and other receivables:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Trade receivables                                                                 $147,029            $176,130
Recoverable VAT and other receivables                                               12,710              10,856
Allowance for doubtful accounts                                                     (2,919)             (2,895)
                                                                                  --------            --------

                                                                                  $156,820            $184,091
                                                                                  ========            ========
</TABLE>


Note 3 - Inventories:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Raw materials                                                                     $ 61,959            $ 31,591
Work in process                                                                     19,855              18,135
Finished products                                                                  147,270             142,175
Supplies                                                                            36,936              35,629
                                                                                  --------            --------

                                                                                  $266,020            $227,530
                                                                                  ========            ========
</TABLE>

Note 4 - Marketable equity securities:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Valhi common stock                                                                $ 70,450            $ 59,430
Other                                                                                   37                  21
                                                                                  --------            --------

                                                                                  $ 70,487            $ 59,451
                                                                                  ========            ========
</TABLE>

     At March 31, 2004,  the Company owned  approximately  4.7 million shares of
Valhi common stock with a quoted market price of $12.62 per share  (December 31,
2003 quoted market price - $14.96 per share).

Note 5 - Other noncurrent assets:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Deferred financing costs, net                                                     $ 10,417            $  9,695
Goodwill                                                                             6,406               6,406
Unrecognized net pension obligations                                                13,747              13,747
Intangible asset, net                                                                1,859               1,765
Other                                                                                1,628               1,613
                                                                                  --------            --------

                                                                                  $ 34,057            $ 33,226
                                                                                  ========            ========
</TABLE>

Note 6 - Accrued liabilities:

<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Employee benefits                                                                 $ 38,368            $ 33,778
Interest                                                                               206               8,043
Other                                                                               42,543              44,242
                                                                                  --------            --------

                                                                                  $ 81,117            $ 86,063
                                                                                  ========            ========
</TABLE>


Note 7 - Long-term debt:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

Kronos International, Inc. and subsidiaries:
<S>                                                                               <C>                 <C>
  Senior Secured Notes                                                            $356,136            $345,848
  Revolving credit facility                                                           -                 31,551
  Other                                                                                603                 411
                                                                                  --------            --------

                                                                                   356,739             377,810
Less current maturities                                                                288                 279
                                                                                  --------            --------

                                                                                  $356,451            $377,531
                                                                                  ========            ========
</TABLE>

     During  the  first  quarter  of 2004,  certain  of  Kronos  International's
operating  subsidiaries  in Europe  borrowed a net Euro 26 million  ($32 million
when borrowed) under the European  revolving credit facility at an interest rate
of 3.8%.

Note 8 - Other noncurrent liabilities:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

<S>                                                                               <C>                 <C>
Employee benefits                                                                 $  4,849            $  4,663
Insurance                                                                            4,331               4,553
Other                                                                               10,273               9,760
                                                                                  --------            --------

                                                                                  $ 19,453            $ 18,976
                                                                                  ========            ========
</TABLE>


Note 9 - Minority interest:
<TABLE>

                                                                                 December 31,          March 31,
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                           (In thousands)

Minority interest in net assets:
<S>                                                                               <C>                 <C>
  Kronos Worldwide, Inc.                                                          $ 77,763            $ 77,507
  Other subsidiaries                                                                 9,028               9,021
                                                                                  --------            --------

                                                                                  $ 86,791            $ 86,528
                                                                                  ========            ========
</TABLE>

<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                          (In thousands)

Minority interest in net earnings:
<S>                                                                               <C>                 <C>
  Kronos Worldwide, Inc.                                                          $   -               $  4,786
  Other subsidiaries                                                                    24                   8
                                                                                  --------            --------

                                                                                  $     24            $  4,794
                                                                                  ========            ========
</TABLE>

Note 10 - Provision for income taxes:
<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                          (In thousands)

<S>                                                                                <C>                   <C>
Expected tax expense                                                               $ 5.1                 $ 3.9
Incremental U.S. tax and rate differences on
 equity in earnings of non-tax group companies                                        .9                   (.1)
Non-U.S. tax rates                                                                    .1                    .1
Change in deferred income tax valuation
  allowance, net                                                                     (.7)                 (3.0)
U.S. state income taxes, net                                                          .1                    -
Other, net                                                                           (.4)                  1.3
                                                                                   -----                 -----

                                                                                   $ 5.1                 $ 2.2
                                                                                   =====                 =====
</TABLE>

     In the first quarter of 2003, Kronos  International,  Inc.  ("KII"),  which
conducts  Kronos' TiO2 operations in Europe,  was notified by the German Federal
Fiscal Court (the "Court") that the Court had ruled in KII's favor  concerning a
claim for refund suit in which KII sought refunds of prior taxes paid during the
periods 1990 through 1997.  KII and the Company's  German  operating  subsidiary
were  required to file  amended tax returns with the German tax  authorities  to
receive  refunds  for such years,  and all of such  amended  returns  were filed
during 2003.  Such amended  returns  reflected an aggregate  refund of taxes and
related  interest to the  Company's  German  operating  subsidiary of Euro 103.2
million ($123.0  million),  and an aggregate  additional  liability of taxes and
related interest to KII of Euro 91.9 million ($109.6  million).  Assessments and
refunds will be processed by year as the respective  returns are reviewed by the
tax authorities.  Certain interest  components may also be refunded  separately.
The German tax  authorities  have reviewed and accepted the amended  return with
respect  to the 1990 tax  year.  Through  April  2004,  KII's  German  operating
subsidiary  received  net  refunds  of Euro 16.3  million  ($20.3  million  when
received).  KII believes it will receive the net refunds for the remaining years
during 2004. In addition to the refunds for the 1990 to 1997 periods,  the court
ruling also resulted in a refund of 1999 income taxes and interest for which the
Company  received Euro 21.5 million ($24.6  million) in 2003. KII has recognized
the aggregate Euro 32.8 million ($38 million) benefit of such net refunds in its
2003 results of operations.

     Certain of the Company's  U.S. and non-U.S.  tax returns are being examined
and tax authorities have or may propose tax  deficiencies,  including  penalties
and interest. For example:

o    NL's and NL  Environmental  Management  Services,  Inc.'s ("EMS") 1998 U.S.
     federal  income tax returns are  currently  being  examined by the U.S. tax
     authorities,  and NL and EMS have  granted  extensions  of the  statute  of
     limitations  for  assessments  until  September  30,  2004.  Based  on  the
     examination to date, NL  anticipated  that the U.S. tax  authorities  would
     propose a substantial  tax  deficiency,  including  interest,  related to a
     restructuring transaction.  In an effort to avoid protracted litigation and
     minimize the hazards of such litigation,  NL applied to take part in an IRS
     settlement   initiative   applicable   to   transactions   similar  to  the
     restructuring transaction,  and in April 2003 NL received notification from
     the IRS that NL had been accepted into such  settlement  initiative.  Under
     this  initiative,  a final settlement with the IRS is to be reached through
     expedited  negotiations  and, if necessary,  through a specified  expedited
     arbitration  procedure.  NL anticipates that settlement of this matter will
     likely  occur in 2004,  resulting  in payments of federal and state tax and
     interest  ranging from $33 million to $45 million.  Additional  payments in
     later  years may be  required as part of the  settlement.  NL has  provided
     adequate  accruals  to cover the  currently  expected  range of  settlement
     outcomes.

o    Kronos has received a preliminary  tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of approximately  Euro 6 million ($8 million at March 31, 2004).
     Kronos  has  filed  a  protest  to  this  assessment  and  believes  that a
     significant  portion of the  assessment is without  merit.  The Belgian tax
     authorities  have filed a lien on the fixed assets of Kronos'  Belgian TiO2
     operations  in  connection  with this  assessment.  In April  2003,  Kronos
     received a notification from the Belgian tax authorities of their intent to
     assess a tax  deficiency  related  to 1999  that,  including  interest,  is
     expected to be approximately Euro 13 million ($16 million). Kronos believes
     the proposed  assessment is  substantially  without  merit,  and Kronos has
     filed a written  response.

o    The  Norwegian  tax  authorities  have  notified  Kronos of their intent to
     assess tax deficiencies of  approximately  kroner 12 million ($2 million at
     March 31,  2004)  relating  to the years  1998 to 2000.  Kronos has filed a
     written protest to this proposed assessment.

     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  settlement
initiatives,  court  and  tax  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  its  consolidated  financial  position,  results  of  operations  or
liquidity.

Note 11 - Employee benefit plans:

     The components of net periodic  defined  benefit pension cost are presented
in the table below.
<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                          (In thousands)

<S>                                                                               <C>                  <C>
Service cost benefits                                                             $ 1,298              $ 1,669
Interest cost on projected benefit obligations                                      4,404                5,031
Expected return on plan assets                                                     (4,903)              (4,722)
Amortization of prior service cost                                                     87                  141
Amortization of net transition obligations                                            172                  143
Recognized actuarial losses                                                           446                  962
                                                                                  -------              -------

                                                                                  $ 1,504              $ 3,224
                                                                                  =======              =======
</TABLE>



     The components of net periodic  postretirement benefits other than pensions
("OPEB") cost are presented in the table below.
<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                    2003                 2004
                                                                                 -----------          ---------


<S>                                                                               <C>                   <C>
Service cost                                                                      $    35               $   57
Interest cost                                                                         511                  471
Amortization of prior service credit                                                 (519)                (255)
Recognized actuarial losses                                                            46                   71
                                                                                  -------              -------

                                                                                  $    73               $  344
                                                                                  =======              =======
</TABLE>


Note 12 - Commitments and contingencies:

     Lead pigment  litigation.  The  Company's  former  operations  included the
manufacture of lead pigments for use in paint and lead-based paint.  Since 1987,
NL, other former manufacturers of lead pigments for use in paint, and lead-based
paint,  and  the  Lead  Industries   Association  (which  discontinued  business
operations in 2002) have been named as  defendants in various legal  proceedings
seeking  damages  for  personal   injury,   property  damage  and   governmental
expenditures  allegedly caused by the use of lead-based paints. Certain of these
actions  have been filed by or on behalf of states,  large U.S.  cities or their
public housing  authorities and school  districts,  and certain others have been
asserted as class  actions.  These  lawsuits  seek  recovery  under a variety of
theories,  including  public and private  nuisance,  negligent  product  design,
negligent   failure   to   warn,   strict   liability,   breach   of   warranty,
conspiracy/concert of action, aiding and abetting,  enterprise liability, market
share liability,  intentional  tort, fraud and  misrepresentation  violations of
state consumer protection statutes, supplier negligence and similar claims.

     The plaintiffs in these actions  generally seek to impose on the defendants
responsibility for lead paint abatement and asserted health concerns  associated
with the use of  lead-based  paints,  including  damages  for  personal  injury,
contribution  and/or  indemnification  for medical expenses,  medical monitoring
expenses  and costs for  educational  programs.  Several  former cases have been
dismissed or  withdrawn.  Most of the remaining  cases are in various  pre-trial
stages.  Some are on appeal  following  dismissal or summary judgment rulings in
favor of the defendants. In addition,  various other cases are pending (in which
the Company is not a defendant)  seeking recovery for injury allegedly caused by
lead pigment and  lead-based  paint.  Although the Company is not a defendant in
these cases,  the outcome of these cases may have an impact on additional  cases
being filed against the Company.

     The Company  believes these actions are without merit,  intends to continue
to deny all  allegations  of wrongdoing  and liability and to defend against all
actions vigorously. The Company has neither lost nor settled any of these cases.
The  Company has not  accrued  any  amounts  for the  pending  lead  pigment and
lead-based  paint  litigation.   Liability  that  may  result,  if  any,  cannot
reasonably  be  estimated.  There can be 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.

     Environmental matters and litigation. The Company's operations are governed
by various federal, state, local and foreign environmental laws and regulations.
Certain of the Company's  businesses  are and have been engaged in the handling,
manufacture  or use of substances or compounds  that may be considered  toxic or
hazardous  within the meaning of  applicable  environmental  laws. As with other
companies engaged in similar businesses, certain past and current operations and
products of the  Company  have the  potential  to cause  environmental  or other
damage.  The Company has implemented and continues to implement various policies
and programs in an effort to minimize  these risks.  The Company's  policy is to
comply  with  environmental  laws and  regulations  at all of its  plants and to
continually  strive to improve  environmental  performance in  association  with
applicable industry initiatives. The Company believes that its operations are in
substantial compliance with applicable  requirements of environmental laws. From
time to time, the Company may be subject to environmental regulatory enforcement
under various statutes, resolution of which typically involves the establishment
of  compliance  programs.  It is  possible  that  future  developments,  such as
stricter requirements of environmental laws and enforcement policies thereunder,
could  adversely  affect  the  Company's  production,  handling,  use,  storage,
transportation, sale or disposal of such substances.

     The  Company's  production   facilities  operate  within  an  environmental
regulatory  framework in which  governmental  authorities  typically are granted
broad  discretionary  powers that allow them to issue  operating  permits  under
which the plants must  operate.  The Company  believes  all of its plants are in
substantial  compliance with applicable  environmental laws. With respect to the
Company's  plants,  neither the Company  nor any of its  subsidiaries  have been
notified  of  any  environmental  claim  in the  United  States  or any  foreign
jurisdiction  by  the  U.S.  Environmental  Protection  Agency  ("EPA")  or  any
applicable foreign authority or any state, provincial or local authority.

     Some of the Company's  current and former  facilities,  including  divested
primary and secondary lead smelters and former mining locations, are the subject
of civil litigation,  administrative proceedings or investigations arising under
federal and state  environmental  laws.  Additionally,  in connection  with past
disposal  practices,  the  Company  has been named as a  defendant,  potentially
responsible party ("PRP") or both,  pursuant to the Comprehensive  Environmental
Response, Compensation and Liability Act, as amended by the Superfund Amendments
and  Reauthorization  Act ("CERCLA") and similar state laws in  approximately 60
governmental  and private actions  associated with waste disposal sites,  mining
locations, and facilities currently or previously owned, operated or used by the
Company or its subsidiaries, or their predecessors,  certain of which are on the
U.S. EPA's  Superfund  National  Priorities  List or similar state lists.  These
proceedings  seek cleanup costs,  damages for personal injury or property damage
and/or  damages for injury to natural  resources.  Certain of these  proceedings
involve claims for substantial amounts.  Although the Company may be jointly and
severally  liable  for such  costs,  in most cases it is only one of a number of
PRPs who may also be jointly and severally liable.

     Environmental obligations are difficult to assess and estimate for numerous
reasons including the complexity and differing  interpretations  of governmental
regulations,  the number of PRPs and the PRPs'  ability or  willingness  to fund
such  allocation of costs,  their financial  capabilities  and the allocation of
costs among PRPs,  the  solvency of other  PRPs,  the  multiplicity  of possible
solutions,  and the years of  investigatory,  remedial and  monitoring  activity
required.   In  addition,   the  imposition  of  more  stringent   standards  or
requirements  under  environmental  laws or  regulations,  new  developments  or
changes  respecting  site cleanup  costs or allocation of such costs among PRPs,
solvency of other PRPs,  the results of future  testing and analysis  undertaken
with respect to certain sites or a determination that the Company is potentially
responsible for the release of hazardous substances at other sites, could result
in  expenditures in excess of amounts  currently  estimated by the Company to be
required for such matters. In addition,  with respect to other PRPs and the fact
that the Company may be jointly and severally  liable for the total  remediation
cost at certain  sites,  the Company  could  ultimately be liable for amounts in
excess of its accruals due to, among other things,  reallocation  of costs among
PRPs or the  insolvency  of one or more  PRPs.  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.

     A summary of the  activity in the  Company's  accrued  environmental  costs
during the first quarter of 2004 is presented in the table below.
<TABLE>

                                                                                           Amount
                                                                                       --------------
                                                                                       (In thousands)

<S>                                                                                        <C>
Balance at the beginning of the period                                                     $ 77,481
Additions charged to expense                                                                    330
Payments                                                                                     (3,630)
                                                                                           --------

Balance at the end of the period                                                           $ 74,181
                                                                                           ========
</TABLE>

     The  Company  records  liabilities  related  to  environmental  remediation
obligations  when  estimated  future  expenditures  are probable and  reasonably
estimable.  Such accruals are adjusted as further  information becomes available
or  circumstances  change.  Estimated  future  expenditures  are  generally  not
discounted to their present value.  Recoveries of  remediation  costs from other
parties, if any, are recognized as assets when their receipt is deemed probable.
At March 31, 2004, no receivables for recovery had been recognized.

     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,  including
sites for which EMS has  contractually  assumed  NL's  obligation.  At March 31,
2004, the Company had accrued $74 million for those environmental  matters which
are reasonably estimable.  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
$108  million.  The  Company's  estimates  of such  liabilities  have  not  been
discounted to present  value,  and the Company has not  recognized any potential
insurance recoveries in 2004.

     The exact time frame over which the Company makes  payments with respect to
its accrued  environmental  costs is unknown and is dependent upon,  among other
things,  the timing of the actual  remediation  process which in part depends on
factors  outside the control of the  Company.  At each balance  sheet date,  the
Company makes an estimate of the amount of its accrued environmental costs which
will be paid out over the subsequent 12 months,  and the Company classifies such
amount as a current liability.  The remainder of the accrued environmental costs
is classified as a noncurrent liability.

     At March 31, 2004,  there are  approximately 15 sites for which the Company
is  unable  to  estimate  a range of  costs.  For  these  sites,  generally  the
investigation is in the early stages,  and it is either unknown as to whether or
not the Company  actually had any  association  with the site, or if the Company
had association with the site, the nature of its responsibility, if any, for the
contamination  at the site and the extent of  contamination.  The timing on when
information  would  become  available  to the  Company  to allow the  Company to
estimate a range of loss is unknown and dependent on events  outside the control
of the Company,  such as when the party alleging liability provides  information
to the Company.

     At March  31,  2004,  the  Company  had $19  million  in  restricted  cash,
restricted cash  equivalents  and restricted  marketable debt securities held by
special purpose trusts,  the assets of which can only be used to pay for certain
of the  Company's  future  environmental  remediation  and  other  environmental
expenditures  (December 31, 2003 - $24 million). Use of such restricted balances
does not affect the Company's Consolidated Statements of Cash Flows.

     Other  litigation.  In May 2004,  the court ruled and,  among other things,
imposed a fine of euro 200,000  against the Company and fines  ranging from euro
1,000 to euro 25,000 against various employees of the Company,  the liability of
which has been  undertaken  by the Company,  in the  previously-reported  matter
concerning  fatalities at the Company's Belgian  facility.  The Company plans to
appeal the ruling.


     The Company has been named as a defendant in various  lawsuits in a variety
of  jurisdictions,  alleging  personal  injuries  as a  result  of  occupational
exposure to asbestos, silica and/or mixed dust in connection with formerly owned
operations.  Approximately 465 of these cases involving a total of approximately
30,000  plaintiffs  and  their  spouses  remain  pending.  Of these  plaintiffs,
approximately  18,400 are  represented by 8 cases pending in  Mississippi  state
court.  The Company has not  accrued  any  amounts for this  litigation  because
liability  that  might  result to the  Company,  if any,  cannot  be  reasonably
estimated.  In addition,  from time to time,  the Company has  received  notices
regarding  asbestos or silica  claims  purporting to be brought  against  former
subsidiaries of the Company,  including  notices provided to insurers with which
the  Company  has  entered  into  settlements  extinguishing  certain  insurance
policies. These insurers may seek indemnification from the Company.

     In addition to the litigation described above, the Company is also involved
in various other environmental, contractual, product liability, patent (or other
intellectual  property),  employment and other claims and disputes incidental to
its present and former  businesses.  In certain cases, the Company has insurance
coverage for such items. The Company  currently  believes the disposition of all
claims and disputes individually or in the aggregate, should not have a material
adverse effect on the Company's  consolidated  financial  condition,  results of
operations or liquidity.

Note 13 - Accounting principle newly adopted in 2004:

     The Company  complied with the  consolidation  requirements of FIN No. 46R,
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51,"
as amended, as of March 31, 2004. The Company does not have any involvement with
any variable interest entity (as that term is defined in FIN No. 46R) covered by
the scope of FIN No. 46R,  and  therefore  the impact to the Company of adopting
the consolidation requirements of FIN No. 46R was not material.





ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

-------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Executive summary

     The Company conducts  operations for the manufacture and sales of TiO2, its
principal  product,  through its  subsidiary,  Kronos.  Relative  changes in the
Company's sales and income from  operations  related to its TiO2 business during
the  first  three  months  of 2003 and 2004 are  primarily  due to (i)  relative
changes in TiO2  average  selling  prices and (ii)  relative  changes in foreign
currency  exchange rates.  Selling prices were generally  increasing  during the
first quarter of 2003, were generally flat during the second quarter of 2003 and
were generally  decreasing  during the third and fourth quarters of 2003 and the
first quarter of 2004.

Forward-looking information

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
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,"
"should," "could,"  "anticipates,"  "expects" or comparable  terminology,  or by
discussions  of  strategies  or trends.  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 by their nature involve substantial risks and uncertainties that
could  significantly  impact expected  results,  and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors,  the Company  continues to face many
risks and  uncertainties.  Among the  factors  that could  cause  actual  future
results to differ materially are the risks and  uncertainties  discussed in this
Quarterly  Report and those  described from time to time in the Company's  other
filings with the Securities and Exchange  Commission ("SEC") including,  but not
limited to, the following:

o    Future supply and demand for the Company's products,
o    The cyclicality of the Company's businesses,
o    Customer  inventory  levels (such as the extent to which Kronos'  customers
     may, from time to time,  accelerate  purchases  of TiO2  in  advance  of
     anticipated  price  increases  or defer  purchases  of TiO2 in  advance  of
     anticipated price decreases),
o    Changes in raw material and other operating costs (such as energy costs),
o    The possibility of labor disruptions,
o    General global  economic and political  conditions  (such as changes in the
     level of gross  domestic  product in  various  regions of the world and the
     impact of such changes on demand for TiO2),
o    Competitive products and substitute products,
o    Customer and competitor strategies,
o    The impact of pricing and production  decisions,
o    Competitive technology positions,
o    Fluctuations  in currency  exchange  rates (such as changes in the exchange
     rate between the U.S. dollar and each of the euro, the Norwegian kroner and
     the Canadian dollar),
o    Operating  interruptions  (including,  but not limited to, labor  disputes,
     leaks,   fires,   explosions,   unscheduled   or  unplanned   downtime  and
     transportation interruptions),
o    The ability of the Company to renew or refinance credit facilities,
o    The ultimate  outcome of income tax audits,  tax settlement  initiatives or
     other tax matters,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
     standards for existing and new facilities),
o    Government laws and  regulations  and possible  changes  therein  (such as
     changes in government regulations which might impose various obligations on
     present and former  manufacturers  of lead  pigment and  lead-based  paint,
     including NL, with respect to asserted health concerns  associated with the
     use of such products),
o    The ultimate  resolution of pending  litigation  (such as NL's lead pigment
     litigation and litigation surrounding environmental matters) and
o    Possible future litigation.

     Should one or more of these risks  materialize (or the consequences of such
a development  worsen),  or should the underlying  assumptions  prove incorrect,
actual results could differ  materially from those  forecasted or expected.  The
Company   disclaims  any  intention  or  obligation  to  update  or  revise  any
forward-looking statement whether as a result of new information,  future events
or otherwise.


<TABLE>

                                                                              Three months ended
                                                                                  March 31,
                                                                           -----------------------           %
                                                                              2003            2004        Change
                                                                           (In millions, except percentages and
                                                                                         volumes)

<S>                                                                         <C>             <C>           <C>
Net sales                                                                   $253.0          $263.3         +4%
Cost of sales                                                                188.4           202.3         +7%

Gross margin                                                                  64.6            61.0         -6%

Selling, general and administrative expense                                  (29.4)          (35.2)       +20%
Currency transaction gains (losses), net                                      (1.1)             .2
Noncompete agreement income                                                     .3              -
Other income                                                                    .1              -
Corporate expense                                                            (15.3)           (6.6)
                                                                            ------          ------

Income from operations                                                      $ 19.2          $ 19.4         +1%
                                                                            ======          ======

TiO2 data:

  Percent change in average selling prices:
      Using actual foreign currency exchange rates                                                         +4%
      Impact of changes in foreign currency exchange rates                                                 -8%
                                                                                                          ----

      In billing currencies                                                                                -4%
                                                                                                          ====

  Sales volumes*                                                           118                118
  Production volumes*                                                      117                117
</TABLE>

________________________________

 *  Thousands of metric tons

     Kronos'  sales  increased  $10.3  million (4%) in the first quarter of 2004
compared to the first quarter of 2003, as the favorable  effect of  fluctuations
in foreign currency  exchange rates,  which increased sales by approximately $21
million (as more fully  discussed  below),  more than offset the impact of lower
average TiO2 selling  prices.  Excluding the effect of fluctuations in the value
of the U.S.  dollar relative to other  currencies,  Kronos' average TiO2 selling
prices in billing currencies in the first quarter of 2004 were 4% lower than the
first quarter of 2003. When translated from billing currencies into U.S. dollars
using actual foreign currency  exchange rates  prevailing  during the respective
periods,  Kronos'  average TiO2 selling prices in the first quarter of 2004 were
4% higher  compared to the first quarter of 2003.  Kronos' TiO2 sales volumes in
the first quarter of 2004  approximated  Kronos' TiO2 sales volumes in the first
quarter of 2003.

     Kronos' sales are  denominated  in various  currencies,  including the U.S.
dollar,  the euro, other major European  currencies and the Canadian dollar. The
disclosure of the  percentage  change in Kronos'  average TiO2 selling prices in
billing  currencies  (which excludes the effects of fluctuations in the value of
the U.S.  dollar  relative  to other  currencies)  is  considered  a  "non-GAAP"
financial measure under regulations of the SEC. The disclosure of the percentage
change in Kronos'  average TiO2 selling  prices  using actual  foreign  currency
exchange rates prevailing  during the respective  periods is considered the most
directly  comparable  financial  measure presented in accordance with accounting
principles  generally  accepted in the United  States ("GAAP  measure").  Kronos
discloses  percentage  changes in its average TiO2 prices in billing  currencies
because Kronos believes such disclosure provides useful information to investors
to allow them to analyze such  changes  without the impact of changes in foreign
currency exchange rates,  thereby facilitating  period-to-period  comparisons of
the relative  changes in average  selling prices in the actual  various  billing
currencies.  Generally,  when the U.S.  dollar  either  strengthens  or  weakens
against other  currencies,  the percentage  change in average  selling prices in
billing currencies will be higher or lower,  respectively,  than such percentage
changes would be using actual  exchange rates  prevailing  during the respective
periods.  The difference between the 4% increase in Kronos' average TiO2 selling
prices  during the first  quarter  2004 as  compared  to the same period in 2003
using actual foreign currency  exchange rates  prevailing  during the respective
periods (the GAAP  measure) and the 4% decrease in Kronos'  average TiO2 selling
price in billing currencies (the non-GAAP measure) during such periods is due to
the effect of  changes  in foreign  currency  exchange  rates.  The above  table
presents in a tabular format (i) the percentage  change in Kronos'  average TiO2
selling prices using actual foreign currency  exchange rates  prevailing  during
the respective periods (the GAAP measure), (ii) the percentage change in Kronos'
average TiO2 selling  prices in billing  currencies  (the non-GAAP  measure) and
(iii) the percentage  change due to changes in foreign  currency  exchange rates
(or the reconciling item between the non-GAAP measure and the GAAP measure).

     Kronos' cost of sales  increased $13.9 million (7%) in the first quarter of
2004  compared  to the first  quarter  of 2003  largely  due to the  effects  of
translating  foreign  currencies  (primarily the euro) into U.S.  dollars.  As a
result of the lower average TiO2 selling prices in billing  currencies,  Kronos'
cost of sales,  as a percentage  of net sales,  increased  from 74% in the first
quarter of 2003 to 77% in the first  quarter of 2004.  Kronos'  TiO2  production
volumes  in the first  quarter  of 2004  approximated  Kronos'  TiO2  production
volumes in the first quarter of 2003, with operating rates near full capacity in
both periods.

     Kronos' gross margins for the first quarter of 2004  decreased $3.6 million
(6%) from the first quarter of 2003 as the  unfavorable  effect of lower average
TiO2  selling  prices  more than  offset the  favorable  effect on gross  margin
resulting from relative changes in foreign currency exchange rates.

     Selling,  general and administrative  expenses increased $5.9 million (20%)
in the first  quarter of 2004 as compared to the  corresponding  period in 2003.
This  increase  is largely  attributable  to the impact of  translating  foreign
currencies  (primarily  the  euro)  into  U.S.  dollars  as  well  as  increased
compensation  costs  associated with options to purchase NL common stock held by
employees.

     Kronos has  substantial  operations and assets  located  outside the United
States  (particularly  in Germany,  Belgium,  Norway and Canada).  A significant
amount of Kronos' sales  generated from its non-U.S.  operations are denominated
in  currencies  other than the U.S.  dollar,  primarily  the euro,  other  major
European  currencies and the Canadian dollar. In addition,  a portion of Kronos'
sales generated from its non-U.S. operations are denominated in the U.S. dollar.
Certain raw materials,  primarily titanium-containing  feedstocks, are purchased
in U.S.  dollars,  while  labor  and  other  production  costs  are  denominated
primarily in local currencies. Consequently, the translated U.S. dollar value of
Kronos'  foreign  sales and operating  results are subject to currency  exchange
rate fluctuations  which may favorably or adversely impact reported earnings and
may affect the comparability of  period-to-period  operating  results.  Overall,
fluctuations  in the  value of the U.S.  dollar  relative  to other  currencies,
primarily  the  euro,  increased  TiO2  sales in the  first  quarter  of 2004 by
approximately  $21 million compared to the same period in 2003.  Fluctuations in
the value of the U.S. dollar  relative to other  currencies  similarly  impacted
Kronos' foreign currency-denominated operating expenses. Kronos' operating costs
that are not denominated in the U.S. dollar,  when translated into U.S. dollars,
were higher in the first  quarter of 2004 compared to the first quarter of 2003.
Overall,  the net  impact of  currency  exchange  rate  fluctuations  on Kronos'
operating income comparisons was not significant in the first quarter of 2004 as
compared to the same period in 2003.

     Corporate  expense  for the first  quarter  of 2004  decreased  56% to $6.7
million  as  compared  to the  first  quarter  of 2003  primarily  due to  lower
environmental remediation and legal expenses. Corporate expenses are expected to
continue  to be lower for the  full-year  2004 as compared  to  full-year  2003.
However,  obligations for environmental  remediation are difficult to assess and
estimate,  and no  assurance  can be given  that  actual  costs  will not exceed
accrued  amounts or that costs will not be  incurred  with  respect to sites for
which no  estimate  of  liability  can  presently  be  made.  See Note 12 to the
Consolidated Financial Statements.

Outlook

     The Company expects Kronos' TiO2 sales and production  volumes to be higher
for the full year 2004 as compared to 2003.  Kronos' average Ti02 selling price,
which declined  during the second half of 2003 and the first quarter of 2004, is
expected  to cease to decline  sometime  during  the second  quarter of 2004 and
should rise  thereafter.  Nevertheless,  Kronos expects its average TiO2 selling
prices, in billing currencies, to be lower in 2004 as compared to 2003. Overall,
Kronos  expects its gross  margin in 2004 to be lower than 2003.  The  Company's
expectations as to the future prospects of the Company and the TiO2 industry are
based upon a number of factors beyond its control, including worldwide growth of
gross  domestic   product,   competition  in  the  marketplace,   unexpected  or
earlier-than-expected  capacity additions and technological  advances. If actual
developments  differ from the Company's  expectations,  the Company's results of
operations could be unfavorably affected.


Other income (expense)
<TABLE>

                                                                         Three months ended
                                                                              March 31
                                                                       ---------------------
                                                                       2003            2004       Difference
                                                                                  (In millions)

<S>                                                                   <C>              <C>         <C>
Securities transactions, net                                          $  2.2          $  -         $ (2.2)
Other interest income                                                     .9              .7          (.2)
Trade interest income                                                     .2              .2             -
Interest expense                                                        (8.0)           (9.2)        (1.2)
                                                                      ------          ------       ------

                                                                      $ (4.7)         $ (8.3)      $ (3.6)
                                                                      ======          ======       ======
</TABLE>


     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro,  including  KII's Euro 285 million Senior Secured Notes.  Accordingly,
the reported amount of interest  expense will vary depending on relative changes
in foreign  currency  exchange rates.  Interest  expense in the first quarter of
2004 was $9.2  million,  an increase of $1.2 million  from the first  quarter of
2003.  The increase was due  primarily to relative  changes in foreign  currency
exchange rates,  which increased the U.S. dollar  equivalent of interest expense
on the KII  Senior  Secured  Notes by  approximately  $1.1  million in the first
quarter  of  2004  as  compared  to the  first  quarter  of  2003.  Assuming  no
significant  change  in  interest  rates or  foreign  currency  exchange  rates,
interest  expense for the full-year 2004 is expected to be slightly  higher than
amounts for the same period in 2003.

Provision for income taxes

     The principal  reasons for the difference  between the Company's  effective
income tax rate and the U.S. federal statutory income tax rates are explained in
Note 10 to the Consolidated Financial Statements.

     During the first quarter of 2004, the Company  reduced its deferred  income
tax asset valuation  allowance by approximately $3 million primarily as a result
of  utilization  of certain  income tax attributes for which the benefit had not
previously been recognized.

     At March 31,  2004,  Kronos had the  equivalent  of $606  million of German
income tax loss  carryforwards  with no  expiration  date.  However,  Kronos has
provided a deferred income tax asset valuation  allowance against  substantially
all of this loss carryforward because Kronos does not currently believe it meets
the  "more-likely-than-not"  recognition criteria. Kronos periodically evaluates
the  "more-likely-than-not"  recognition  criteria with respect to such tax loss
carryforwards,  and it is possible  that in the future  Kronos may conclude such
carryforwards  do meet the  recognition  criteria,  at which time  Kronos  would
reverse all or a portion of such deferred tax asset valuation allowance.

     In  January  2004,  the  German  federal  government  enacted  new  tax law
amendments  that limit the annual  utilization of income tax loss  carryforwards
effective  January 1, 2004. While the new law did not  significantly  affect the
Company's income tax expense and cash tax payments in the first quarter of 2004,
it could  have a  significant  effect in the  future  depending  on the level of
income earned in Germany..

Minority interest

     See Note 9 to the Consolidated Financial Statements.  The Company commenced
recognizing  minority  interest in Kronos following the Company's  December 2003
distribution  of a portion of the shares of Kronos common stock to the Company's
shareholders.  Because of such  distribution,  the  Company  expects to report a
higher amount of minority interest in earnings in 2004 as compared to 2003.

     Minority  interest  in NL's  subsidiaries  also  relates  to the  Company's
majority-owned  environmental management subsidiary, EMS. EMS was established in
1998,  at  which  time  EMS  contractually  assumed  certain  of  the  Company's
environmental liabilities. EMS' earnings are based, in part, upon its ability to
favorably  resolve these  liabilities on an aggregate basis. The shareholders of
EMS, other than the Company,  actively manage the environmental  liabilities and
share in 39% of EMS' cumulative  earnings.  The Company continues to consolidate
EMS and provides accruals for the reasonably  estimable costs for the settlement
of EMS' environmental liabilities, as discussed below.

Recently adopted accounting principle

     See Note 13 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES:

Consolidated cash flows

     The  Company's  consolidated  cash  flows  from  operating,  investing  and
financing  activities  for the three  months  ended  March 31, 2003 and 2004 are
presented below:
<TABLE>

                                                                                       Three months ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                    2003                 2004
                                                                                 -----------          ---------
                                                                                          (In millions)

Net cash provided (used) by:
<S>                                                                                <C>                <C>
  Operating activities                                                             $(13.7)            $   13.4
  Investing activities                                                               (4.4)                (2.8)
  Financing activities                                                                6.3                 34.2
                                                                                  -------              -------

    Net cash provided (used) by operating, investing and financing activities     $ (11.8)            $   44.8
                                                                                  =======              =======
</TABLE>

Operating activities

     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 is considered the primary source of liquidity
for the Company. Changes in TiO2 pricing, production volume and customer demand,
among other things, could significantly affect the liquidity of the Company.

     Relative changes in assets and liabilities generally result from the timing
of production,  sales, purchases and income tax payments.  Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period from when the underlying cash transaction  occurs. For example,
raw  materials  may be  purchased  in one  period,  but the payment for such raw
materials may occur in a subsequent period. Similarly,  inventory may be sold in
one period,  but the cash collection of the receivable may occur in a subsequent
period.

     Cash flows for operating  activities  increased  from $13.7 million used in
the  first  quarter  of 2003 to $13.4  million  of cash  provided  by  operating
activities  in the first quarter of 2004.  This $27.1  million  increase was due
primarily  to the net  effects  of (i) lower net  income of $5.3  million,  (ii)
higher depreciation  expense of $1.4 million,  (iii) higher minority interest in
earnings  of  $4.8  million,   (iv)  higher  net  distributions  from  the  TiO2
manufacturing  joint  venture  of $1.8  million  in the  first  quarter  of 2004
compared to a $1.3  million  contribution  in the first  quarter of 2003,  (v) a
lower  amount  of  net  cash  used  from  relative   changes  in  the  Company's
inventories,  receivables,  payables  and  accruals of $5.3 million in the first
quarter  of 2004 as  compared  to the first  quarter of 2003 and (vi) lower cash
paid for income taxes of $20.1 million.  Relative changes in accounts receivable
are affected by, among other things,  the timing of sales and the  collection of
the resulting receivables.  Relative changes in inventories and accounts payable
and accrued  liabilities are affected by, among other things,  the timing of raw
material  purchases  and  the  payment  for  such  purchases  and  the  relative
difference  between  production  volume and sales  volume.  Relative  changes in
accrued  environmental  costs are affected by, among other things, the period in
which recognition of the  environmental  accrual is recognized and the period in
which the remediation expenditure is actually made.

Investing and financing activities

     The Company's  capital  expenditures  were $6.5 million and $4.5 million in
the first three months of 2003 and 2004, respectively.

     In the first  quarter  of 2004 KII's  operating  subsidiaries  in  Germany,
Belgium and Norway  borrowed a net Euro 26 million ($32  million when  borrowed)
under the European revolving credit facility at an interest rate of 3.8%.

     In the first  quarter  of 2004,  the  Company  paid its  regular  quarterly
dividend to stockholders of $.20 per share in the form of approximately  345,100
shares of common stock of Kronos. Also in the first quarter of 2004, Kronos paid
a regular  quarterly  cash dividend to its  stockholders  of $.25 per share,  of
which  $6.0  million  was  paid  to  Kronos  shareholders  other  than NL and is
reflected as a distribution to minority interest on NL's Consolidated Statements
of Cash Flows.

Cash,  cash  equivalents,   restricted  cash  and  restricted   marketable  debt
securities and borrowing availability

     At March 31,  2004,  Kronos and its  subsidiaries  had (i) current cash and
cash  equivalents  aggregating  $90.4  million  ($40.4  million held by non-U.S.
subsidiaries),  (ii) current  restricted cash  equivalents of $800,000 and (iii)
noncurrent  restricted  marketable debt securities of $2.5 million. At March 31,
2004, certain of Kronos's  subsidiaries had approximately $121 million available
for borrowing with  approximately  $76 million  available under non-U.S.  credit
facilities  (including  approximately  $63 million under the European  revolving
credit  facility and $9.7 million under Kronos'  Canadian bank credit  facility)
and approximately $45 million available under the U.S. Credit Facility. At March
31, 2004, KII had  approximately  $12 million available for payment of dividends
and other restricted payments as defined in the Senior Secured Notes indenture.

     At March 31, 2004,  NL,  exclusive of Kronos and its  subsidiaries  had (i)
current  cash and cash  equivalents  aggregating  $21.2  million,  (ii)  current
restricted  cash  equivalents  of  $14.8  million,   (iii)  current   restricted
marketable  debt  securities  of  $4.3  million  and  (iv)noncurrent  restricted
marketable debt securities of $6.3 million.  Of such  restricted  balances,  $19
million was held by special purpose trusts, the assets of which can only be used
to  pay  for  certain  of  NL's  future  environmental   remediation  and  other
environmental expenditures. NL also has a $200 million long-term note receivable
from  Kronos due in 2010,  which is  eliminated  in the  Company's  consolidated
financial statements.

Income tax contingencies

     See Note 10 to the Consolidated Financial Statements for certain income tax
examinations  currently underway with respect to certain of the Company's income
tax returns in various U.S. and non-U.S. jurisdictions.

Litigation and environmental matters

     See Note 12 to the Consolidated  Financial  Statements and Part II, Item 1,
"Legal Proceedings."

Other

     The Company periodically evaluates its liquidity requirements,  alternative
uses of  capital,  its  dividend  policy,  capital  needs  and  availability  of
resources in view of, among other things, its dividend policy,  debt service and
capital expenditure requirements and estimated future operating cash flows. As a
result of this  process,  the Company has in the past and may in the future seek
to reduce, refinance,  repurchase or restructure indebtedness,  raise additional
capital,  issue additional  securities,  repurchase  shares of its common stock,
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 industry or other
industries,  as well as the acquisition of interests in related entities. In the
event of any such  transaction,  the Company may  consider  using its  available
cash, issuing its equity securities or increasing its indebtedness to the extent
permitted by the agreements governing the Company's existing debt.

Non-GAAP financial measures

     In an effort to provide investors with additional information regarding the
Company's results of operations as determined by GAAP, the Company has disclosed
certain  non-GAAP   information  which  the  Company  believes  provides  useful
information to investors.

o    The Company  discloses  percentage  changes in Kronos' average TiO2 selling
     prices in  billing  currencies,  which  excludes  the  effects  of  foreign
     currency  translation.  The Company believes  disclosure of such percentage
     changes  allows  investors to analyze  such  changes  without the impact of
     changes  in  foreign   currency   exchange  rates,   thereby   facilitating
     period-to-period  comparisons  of the relative  changes in average  selling
     prices in the actual various billing currencies.  Generally,  when the U.S.
     dollar  either  strengthens  or  weakens  against  other  currencies,   the
     percentage  change in average selling prices in billing  currencies will be
     higher or lower, respectively,  than such percentage changes would be using
     actual exchange rates prevailing during the respective periods.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term "disclosure controls and procedures," as defined by regulations of the SEC,
means controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits to the
SEC under the  Securities  Exchange  Act of 1934,  as amended  (the  "Act"),  is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed by the Company in the reports that it files or submits
to the SEC  under  the Act is  accumulated  and  communicated  to the  Company's
management,   including  its  principal  executive  officer  and  its  principal
financial officer, as appropriate to allow timely decisions to be made regarding
required  disclosure.  Each of Harold C. Simmons,  the Company's Chief Executive
Officer, and Gregory M. Swalwell,  the Company's Vice President,  Finance,  have
evaluated the Company's disclosure controls and procedures as of March 31, 2004.
Based upon their  evaluation,  these executive  officers have concluded that the
Company's  disclosure  controls and  procedures  are effective as of the date of
such evaluation.

     The Company also  maintains a system of internal  controls  over  financial
reporting.  The term "internal control over financial  reporting," as defined by
regulations  of the SEC, means a process  designed by, or under the  supervision
of, the  Company's  principal  executive and principal  financial  officers,  or
persons  performing  similar  functions,  and effected by the Company's board of
directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with GAAP, and includes
those policies and procedures that:

o    Pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of the
     assets of the Company,
o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with GAAP, and
     that  receipts  and  expenditures  of the  Company  are being  made only in
     accordance with  authorizations of management and directors of the Company,
     and
o    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could  have a  material  effect  on the  Company's  consolidated  financial
     statements.

     There has been no change to the Company's system of internal  controls over
financial  reporting during the quarter ended March 31, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     Reference is made to Note 12 to the Consolidated  Financial  Statements and
to the 2003 Annual Report for descriptions of certain previously  reported legal
proceedings.

     City of St. Louis v. Lead Industries Association,  et al. (Missouri Circuit
Court 22nd Judicial Circuit, St. Louis City, Cause No. 002-245,  Division 1). In
March 2004,  the court denied  defendants'  renewed motion to dismiss and motion
for summary judgment.

     Barker, et al. v. The  Sherwin-Williams  Company,  et al. (Circuit Court of
Jefferson County,  Mississippi,  Civil Action No. 2000-587). With respect to the
ten plaintiffs  transferred  by the trial court to Holmes County,  in April 2004
the parties  jointly  petitioned the  Mississippi  Supreme Court to transfer the
plaintiffs to their appropriate venues. The October 2004 trial date in Jefferson
County has been stayed pending  plaintiffs'  appeal to the  Mississippi  Supreme
Court of the denial of their motion to add additional defendants.

     Jackson,  et al., v. Phillips  Building  Supply of Laurel,  et al. (Circuit
Court of Jones  County,  Mississippi,  Dkt.  Co.  2002-10-CV1).  In March  2004,
defendants  filed a motion to sever one of the  plaintiffs.  In March 2004,  the
court  stayed  the case,  thus  delaying  the June 2004  trial  date,  pending a
decision on the motion to sever,  which is on appeal to the Mississippi  Supreme
Court.

     Walters v. NL Industries, et al. (Kings County Supreme Court, New York, No.
28087/2002).  In March  2004,  the  Company  filed a motion to dismiss  based on
plaintiffs' failure to provide discovery.

     Jones v. NL  Industries,  Inc., et al.  (Circuit  Court of LeFlore  County,
Mississippi, Civil Action No. 2002-0241-CICI). In March 2004, plaintiffs dropped
their motion to remand.

     Cole, et al. v. ASARCO  Incorporated  et al. (U.S.  District  Court for the
Northern  District of Oklahoma,  Case No. 03C V327 EA (J)).  In April 2004,  the
plaintiffs voluntarily dismissed the Company with prejudice from this case.

     Crawford, et al. v. ASARCO Incorporated, et al. (Case No. CJ-03-304); Barr,
et al. v. ASARCO  Incorporated,  et al. (Case No. CJ-03-305);  Brewer, et al. v.
ASARCO  Incorporated,  et al.  (Case No.  CJ-03-306);  Kloer,  et al. v.  ASARCO
Incorporated,   et  al.  (Case  No.   CJ-03-307);   Rhoten,  et  al.  v.  ASARCO
Incorporated,  et  al.  (Case  No.  CJ-03-308;  and  Nowlin,  et al.  v.  ASARCO
Incorporated, et al. (Case No. CJ-2003-342)(all in the District Court in and for
Ottawa County,  State of Oklahoma).  In April 2004,  the plaintiffs  voluntarily
dismissed the Company with prejudice from these cases.

     The Quapaw Tribe of Oklahoma et al. v. ASARCO  Incorporated  et al. (United
States District Court, Northern District of Oklahoma,  Case No. 03C-V846 H). The
Company  has  answered  the  complaint   and  denied  all  of  the   plaintiffs'
allegations.

     Evans v.  Asarco  (United  States  District  Court,  Northern  District  of
Oklahoma,  Case No.  04-CV-94EA(M)).  The Company has answered the complaint and
denied all of the plaintiffs' allegations.




Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The Company has retained a signed original of any exhibit listed below
          that  contains  signatures,  and the  Company  will  provide  any such
          exhibit to the SEC or its staff upon request.

               10.1 - Intercorporate  Services  Agreement by and between Contran
                    Corporation  and the  Registrant  effective as of January 1,
                    2004

               10.2 - Summary  of  Consulting  Arrangement  beginning  August 1,
                    2003,  as  amended,  between  Lawrence  A. Wigdor and Kronos
                    Worldwide,  Inc. - incorporated by reference to Exhibit 10.2
                    to the Kronos Worldwide,  Inc. Quarterly Report on Form 10-Q
                    for the period  ended March 31, 2004  (management  contract,
                    compensatory plan or arrangement)

               10.3 - Intercorporate  Services  Agreement by and between Contran
                    Corporation  and Kronos  Worldwide,  Inc. - incorporated  by
                    reference  to  Exhibit  10.1 to the Kronos  Worldwide,  Inc.
                    Quarterly Report on Form 10-Q for the period ended March 31,
                    2004

               31.1 - Certification

               31.2 -  Certification

               32.1 -  Certification

(b)      Reports on Form 8-K

         Reports on Form 8-K for the quarter ended March 31, 2004.

               February 20, 2004 - Reported Item 9.
               February 24, 2004 - Reported Item 9.



                                   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 5, 2004                              By /s/ Gregory M. Swalwell
                                                  ----------------------------
                                                   Gregory M. Swalwell
                                                   Vice President, Finance
                                                   (Principal Financial Officer)


Date   May 5, 2004                              By /s/ James W. Brown
                                                   ---------------------------
                                                   James W. Brown
                                                   Vice President and Controller
                                                  (Principal Accounting Officer)