SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 11-K


     Annual Report pursuant to Section 15(d) of the Securities Exchange Act
             of 1934 - for the fiscal year ended December 31, 2004


                          Commission file number 1-640


       A. Full title of the plan and the address of the plan if different
                      from that of the issuer named below:


                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN


       B. Name of issuer of the securities held pursuant to the plan and
                 the address of its principal executive office:


                               NL INDUSTRIES, INC.
                          5430 LBJ Freeway, Suite 1700
                                Dallas, TX 75240



                                    SIGNATURE




     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.


                                                     NL INDUSTRIES, INC.
                                                     RETIREMENT SAVINGS PLAN

                                               By: NL INDUSTRIES, INC.
                                                     PENSION AND EMPLOYEE
                                                     BENEFITS COMMITTEE,
                                                     Administrator of
                                                     NL Industries, Inc.
                                                     Retirement Savings Plan

                                               By: /s/ Gregory M. Swalwell
                                                   -----------------------------

                                                     Gregory M. Swalwell,
                                                     Chairman, Pension and
                                                     Employee Benefits Committee

June 28, 2005









                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
          WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                December 31, 2004








                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

             Index of Financial Statements and Supplemental Schedule



                                                                           Page

Report of Independent Registered Public Accounting Firm                     2

Financial Statements

   Statements of Net Assets Available for Benefits -
    December 31, 2003 and 2004                                              3

   Statement of Changes in Net Assets Available for Benefits -
    Year ended December 31, 2004                                            4

   Notes to Financial Statements                                            5

Supplemental Schedule *

   Statements H, line 4i - Schedule of Assets (Held at End of Year)
    December 31, 2004                                                      10

Exhibit A

   Consent of Independent Registered Public Accounting Firm


*    Other  schedules  required  by Section  2520.103-10  of the  Department  of
     Labor's Rules and  Regulations  for the Reporting and Disclosure  under the
     Employer Retirement Income Security Act of 1974 ("ERISA") have been omitted
     because they are not applicable.




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Participants and Administrator of NL Industries,  Inc. Retirement Savings
Plan:

     In our opinion,  the  accompanying  statements of net assets  available for
benefits  and the  related  statement  of changes in net  assets  available  for
benefits present fairly, in all material respects,  the net assets available for
benefits of NL Industries, Inc. Retirement Savings Plan (the "Plan") at December
31, 2003 and 2004, and the changes in net assets  available for benefits for the
year ended December 31, 2004 in conformity with accounting  principles generally
accepted in the United States of America.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in accordance  with  standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedule of Assets
(Held at End of Year) is presented for the purpose of additional analysis and is
not a  required  part of the basic  financial  statements  but is  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental  schedule has been subjected to the auditing procedures applied
in the audits of the basic financial  statements and, in our opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.



                                                      PricewaterhouseCoopers LLP
Dallas, Texas
June 28, 2005






                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                           December 31, 2003 and 2004


<TABLE>

                                                       2003                2004
                                                       ----                ----

 Assets:
<S>                                                <C>                 <C>
   Investments at fair value                       $24,065,119         $24,880,674
   Loans to participants                                78,308              51,789
   Cash                                                    656                 656
                                                   -----------         -----------

                                                    24,144,083          24,933,119

   Employer contributions receivable                   638,032             413,461
   Interest receivable                                    -                 12,043
                                                   -----------         -----------

     Net assets available for benefits             $24,782,115         $25,358,623
                                                   ===========         ===========
</TABLE>


                 See accompanying notes to financial statements.





                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                          Year ended December 31, 2004




 Additions:
   Investment income:
     Net appreciation in the fair value of investments             $ 2,299,593
     Dividend income                                                   227,814
     Interest income                                                   388,713
                                                                   -----------

       Total investment income                                       2,916,120
                                                                   -----------

   Contributions:
     Participants                                                      506,681
     Employer                                                          413,461
                                                                   -----------

       Total contributions                                             920,142
                                                                   -----------

         Total additions                                             3,836,262

 Deductions - benefits to participants                               3,259,754
                                                                   -----------

 Net increase in net assets available for benefits                     576,508

 Net assets available for benefits:
   Beginning of year                                                24,782,115
                                                                   -----------

   End of year                                                     $25,358,623
                                                                   ===========

                 See accompanying notes to financial statements.




                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Description of Plan and summary of significant accounting policies:

     General.  The financial  statements of the NL Industries,  Inc.  Retirement
Savings Plan (the  "Plan")  have been  prepared in  accordance  with  accounting
principles  generally  accepted in the United  States of America  ("GAAP").  The
following   description   of  the  Plan  provides   only  general   information.
Participants should refer to the Plan agreement for a more complete  description
of the Plan's provisions.

     The Plan is a defined contribution plan, which covers eligible salaried and
hourly  U.S.  employees  of  NL  Industries,   Inc.  and  certain  of  its  U.S.
subsidiaries  and  affiliates  (collectively,  the  "Employer").  Employees  are
eligible to  participate  in the Plan as of the first  entry  date,  as defined,
concurrent  with or next  following  the  completion  of six months of  eligible
service. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").

     NL Industries,  Inc. (NYSE: NL) is a subsidiary of Valhi, Inc. (NYSE: VHI).
At December  31, 2004,  (i) Valhi and a  wholly-owned  subsidiary  of Valhi held
approximately 83% of NL's outstanding common stock and (ii) Contran  Corporation
and its subsidiaries held approximately 91% of Valhi's 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.  Consequently, Mr. Simmons may
be deemed to control each of such companies.

     At December 31, 2004, NL held  approximately 37% of the outstanding  common
stock  of  Kronos  Worldwide,  Inc.  (NYSE:KRO)  ("Kronos"),  and  Valhi  and  a
wholly-owned  subsidiary of Valhi held an additional 57% of Kronos'  outstanding
common stock. Prior to July 2004, Kronos was a majority-owned  subsidiary of NL,
and U.S. employees of Kronos are eligible to participate in the Plan.

     Basis of  Accounting.  The  financial  statements  of the Plan are prepared
under the accrual method of accounting.

     Contributions.  The majority of the Employer's U.S.  employees are eligible
to voluntarily  participate  in the Plan after six months of employment.  Active
participants may make "basic  contributions" (as defined by the Plan) of between
1% and 8% of their eligible  compensation.  Basic contributions may consist of a
combination  of  pre-tax  and  after-tax   contributions.   Generally,   pre-tax
contributions  are excluded from the  employee's  taxable  income until they are
distributed.  Eligible  employees  that have  elected to make the maximum  basic
contribution of 8% may also make supplemental pre-tax or after-tax contributions
of  between 1% and up to 92% of their  eligible  compensation.  Pursuant  to the
Internal Revenue Code (the "Code"), pre-tax contributions are limited to $13,000
in 2004 and total participant contributions (pre-tax and after-tax) and employer
contributions are limited to $41,000 in 2004. Eligible employees age 50 or over,
by the end of the Plan year,  may make an  additional  $3,000  pre-tax  catch-up
contribution.

     Highly  compensated  participants  may be  required to adjust the amount of
their   contributions   in  order  to  permit  the  Plan  to   satisfy   certain
nondiscrimination requirements of the Code.

     Participants  may direct the investment of their balances in various funds.
Participants  may reallocate  investments  among the available  funds on a daily
basis.  With respect to  investments in NL common stock,  participants  may make
only one  purchase or sale per month.  With  respect to  investments  in Kronos,
Valhi and Halliburton  Company common stocks,  participants may make only sales,
but not purchases, of these common stocks. Prior to the investment in one of the
available funds,  contributions may be held as cash and temporarily  invested in
securities  with  maturities of less than one year,  issued or guaranteed by the
U.S. government or any agency or instrumentality thereof, or deposited in a bank
savings account.

     Contributions  from  eligible  employees  are  recorded  in the  period the
employer   makes   payroll   deductions   from   Plan   participants.   Employer
contributions,  if any,  are accrued by the end of each year and are received in
the subsequent year.

     Employer   contributions  include  (i)  a  match  equal  to  a  portion  of
participants'  contributions,  (ii) an annual  contribution  of 4% of employees'
eligible earnings and (iii) with respect to certain participants, a contribution
related  to NL's  decision  to freeze  its  defined  benefit  plan in 1996.  The
Company's level of matching  contributions  is determined  annually and is based
upon the attainment of certain  operating  income target levels  approved by the
Management  Development and Compensation  Committee of the Board of Directors of
NL  (the  "MD&C  Committee").   The  Company  match  applies  only  to  eligible
participants'  basic  contributions.  The  level of match  approved  by the MD&C
Committee  for 2004 was 50%.  Employees who are eligible to  participate  in the
Plan receive an annual  contribution to their investment accounts of 4% of their
eligible  compensation,  subject to Internal Revenue Service ("IRS") limitations
on eligible  compensation,  which for 2004 was $205,000.  The Company makes this
annual  contribution  for each  eligible  employee  regardless  of  whether  the
employee elects to otherwise participate in the Plan.

     Effective April 1, 2004, EWI Re, Inc. ("EWI"), a wholly-owned subsidiary of
NL, was admitted to the Plan.  EWI employees are eligible to  participate in the
Plan with the same  eligibility  requirements  and vesting as described  herein.
However,  EWI  participants  are  not  eligible  to  make  additional  after-tax
contributions or to receive an employer match or other employer contributions.

     Vesting and benefits.  The vesting schedule for participants allows for 20%
vesting of employer  contributions  following two years of service,  50% vesting
following three years of service,  75% vesting  following four years of service,
and 100% vesting  following five years of service.  A participant with less than
two  years  of  service  is  0%  vested  in  employer  contributions.   Employer
contributions are fully vested upon death, retirement or disability, as provided
in the Plan.

     Distributions  to participants  may occur upon termination or during active
service under prescribed circumstances.  Only lump sum distributions are allowed
under the Plan.

     Benefits are recorded when paid.

     Investments.  Investments  are recorded at fair value based upon the quoted
market price reported on the last trading day of the period for those securities
listed on a national  securities  exchange.  Listed securities for which no sale
was reported on that date are valued at the mean  between the last  reported bid
and ask prices. Short-term investments are stated at fair value.

     Purchases and sales of  investments  are  reflected on a trade-date  basis.
Gains or  losses on sales of  securities  are based on  average  cost.  The Plan
presents in the  statements of changes in net assets  available for benefits the
net  appreciation  (depreciation)  in the fair value of its  investments,  which
consists of realized gains or losses, and unrealized appreciation (depreciation)
on investments.

     Investment income. Income (loss) from investments is recorded on an accrual
basis. Dividend income is recorded on the ex-dividend date.

     Participants'  accounts.  Participants may direct the Plan administrator to
invest,  in 1% increments,  their account balance in publicly traded  registered
investment companies or pooled funds administered by Merrill Lynch Trust Company
("Merrill  Lynch")  or  NL's  common  stock.  The  Plan's  assets  are  invested
principally in investment funds managed by (i) Merrill Lynch, (ii) Massachusetts
Financial  Services,  (iii)  Oppenheimer  Funds  Distributor,  Inc., (iv) Harris
Associates  Securities L.P., (v) Calvert Asset Management Company and (vi) State
Street Research  Funds.  At December 31, 2004,  Merrill Lynch managed 49% of the
Plan's  investments.  The Plan's assets also include  investments  in the common
stocks of Kronos, Valhi and Halliburton Company. See Note 2.

     In addition  to the  investment  funds  described  above,  a "Loan Fund" is
maintained  to account for loans to  participants,  as  permitted by the Plan. A
participant is able to borrow from his/her fund account an amount ranging from a
minimum  of $1,000  up to a maximum  that is  generally  equal to the  lesser of
$50,000 or 50% of his/her vested account balance.  A loan is  collateralized  by
the  balance  in  the   participant's   account  and  bears  interest  at  rates
commensurate  with local prevailing rates. For outstanding loans at December 31,
2004 the rates ranged from 5.00% to 10.50%, maturing through 2009. Principal and
interest are repaid ratably over a four- to five-year period through semimonthly
payroll deductions.

     Each  participant's  account  is  credited  with  the  eligible  employee's
contribution and an allocation of the Employer's contribution and Plan earnings.
Allocations are based on participant earnings,  matching or account balances, as
defined in the Plan.

     Forfeitures.   Forfeitures  of  employer   contributions  may  occur  if  a
participant  terminates  employment  prior to the full  vesting  period  or if a
participant or beneficiary, to whom a distribution is payable, cannot be located
within five years of the date on which such distribution became payable. Amounts
forfeited are used in the following  order in accordance  with Plan  provisions:
(i) to restore the  accounts  of  reemployed  participants,  (ii) to restore the
accounts of participants or beneficiaries  who apply for forfeited  benefits and
(iii) to reduce employer  contributions.  In 2004,  forfeitures were $8,494, and
forfeiture  reinstatements  were $10,564.  The balance in the forfeiture account
was $10,128 at December 31, 2003 and $8,690 at December 31, 2004. In 2004,  none
of the forfeiture account was used to reduce employer contributions.

     Plan termination.  The Employer has the right under the Plan to discontinue
its  contributions  at any time and to terminate the Plan in compliance with the
provisions of ERISA.  In the event the Plan is  terminated,  the accounts of all
participants will become fully vested.

     Management estimates. The preparation of financial statements in accordance
with GAAP requires  management to make estimates and assumptions that affect the
reported amounts of assets, liabilities,  and changes therein, and disclosure of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.

     Risks and  uncertainties.  The Plan provides for various investment options
in a variety of stocks,  bonds, fixed income securities,  mutual funds and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market and credit risks.  Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

     Expenses of  administering  the Plan.  The Plan  provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid all of the Plan's 2004 administrative expenses.

     Tax status. The Plan has been notified by the IRS, by letter dated December
12, 2002, that it is a qualified plan under Section 401(a) and Section 401(k) of
the Code, and is therefore  exempt from federal income taxes under provisions of
Section 501(a) of the Code.

     The Plan has been amended since it was notified of its exempt status by the
IRS.  Management  believes  the Plan  currently  is  designed  and  operates  in
accordance with the applicable  requirements  of the Code and therefore  remains
exempt from federal income taxes under provisions of Section 501(a) of the Code.

Note 2 - Related-party transactions:

     Certain Plan  investments  are shares of mutual funds or common  collective
trusts managed by Merrill  Lynch.  Merrill Lynch serves as trustee for the Plan.
Therefore, transactions involving these investments qualify as party-in-interest
transactions.

     Three of the  available  fund  options  invest in the  common  stock of NL,
Kronos and Valhi.  The activity in these  securities for the year ended December
31, 2004 was as follows:

<TABLE>

                                               Sales and
                                             distributions,      Realized
                               Purchases        at cost            gain         Fair value
                               ---------     --------------      --------       ----------

<S>                              <C>           <C>               <C>             <C>
NL common stock                  $8,017        $100,528          $136,504        $689,530
Kronos common stock                   -          65,581           215,981         624,662
Valhi common stock                    -           2,902            11,158          57,645
</TABLE>

     Dividend  income  received from related parties for the year ended December
31, 2004  consisted of $17,511 from NL, $19,131 from Kronos and $978 from Valhi.
In 2004,  NL paid  four  regular  quarterly  dividends  in the form of shares of
Kronos common stock (in lieu of cash). As a result,  987 shares of Kronos common
stock were added to the Plan,  and the $17,511 market value of which is included
in dividend income for the year ended December 31, 2004.

Note 3 - Investments:

     The Plan's  investments  are stated at fair  value  based on quoted  market
prices and net appreciation for the year is reflected in the Plan's statement of
changes in net assets available for benefits.  The net appreciation  consists of
realized  gains and losses  and  unrealized  appreciation  and  depreciation  on
investments. The following presents investments that represent 5% or more of the
Plan's net assets.
<TABLE>

                                                                       December 31,
                                                               --------------------------
                                                               2003                  2004
                                                               ----                  ----

<S>                                                        <C>                   <C>
Merrill Lynch Retirement Preservation Trust                $10,391,091           $8,857,247
Massachusetts Financial Services Value Fund                  5,292,095            5,916,528
Merrill Lynch Equity Index Trust                             2,411,220            2,615,066
Oakmark International Fund                                   1,695,135            1,966,013
Oppenheimer Capital Appreciation Fund                        1,537,518            1,725,733
</TABLE>

     During  2004,  the  Plan's  investments  (including  gains  and  losses  on
investments  bought and sold,  as well as held during the year)  appreciated  by
$2,299,593 as follows:

Mutual funds                                                $1,146,296
Common stocks                                                  903,006
Common collective trusts                                       250,291
                                                            ----------

                                                            $2,299,593
                                                            ==========





                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

         SCHEDULE H, line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

                                December 31, 2004

                     Employer Identification No. 13-5267260

                                  Plan No. 003
<TABLE>

                                                                      Fair value

<S>                                                                     <C>
*  Merrill Lynch Retirement Preservation Trust                          $ 8,857,247
   MFS Value Fund - Class A shares                                        5,916,528
*  Merrill Lynch Equity Index Trust                                       2,615,066
   Oakmark International Fund - Class II shares                           1,966,013
   Oppenheimer Capital Appreciation Fund                                  1,725,733
*  Merrill Lynch U.S. Government Mortgage Fund - Class A shares             690,370
   Calvert Income Fund                                                      649,963
   State Street Aurora Fund                                                 545,516
   MFS Mid-cap Growth Fund                                                  149,342
   Oakmark Select Fund - Class II shares                                    136,396
   MFS New Discovery Fund - Class A shares                                   58,952
*  NL Industries, Inc. common stock                                         689,530
*  Kronos Worldwide, Inc. common stock                                      624,662
   Halliburton Company common stock                                         197,711
*  Valhi, Inc. common stock                                                  57,645
*  Loans to participants (with interest rates from 5.0% -
     10.50%), maturing through 2009                                          51,789
*  Cash, Merrill Lynch Trust Company, FSB                                       656
                                                                        -----------

                                                                        $24,933,119
                                                                        ===========
</TABLE>

______________

*    Investment in a "Party-in-interest" entity, as defined by ERISA.







                                                                       EXHIBIT A



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No. 33-25913) of NL Industries,  Inc. of our report dated
June 28, 2005 relating to the financial  statements of the NL  Industries,  Inc.
Retirement Savings Plan, which appears in this Form 11-K.






PricewaterhouseCoopers LLP
Dallas, Texas
June 28, 2005