Exhibit 99.1



                       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


|X|     Annual report  pursuant to Section 15(d) of the Securities  Exchange Act
        of 1934 - for the year ended December 31, 2000

                                       or

|_|     Transition  report pursuant to Section 15(d) of the Securities  Exchange
        Act of 1934 - for the transition period from ----- to -----

                          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.
                       16825 Northchase Drive, Suite 1200
                            Houston, Texas 77060-2544





<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                                      INDEX



                                                                        Page
                                                                        ----

Signature Page                                                            2

Financial Statements and Supplemental Schedule
 with Report of Independent Accountants                              F-1 to F-10

Exhibit I - Consent of Independent Accountants


                                      - 1 -

<PAGE>



                                    SIGNATURE


        Pursuant  to  the  requirements  of the  Securities  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/ Robert D. Hardy
                                    ------------------------------------
                                    Robert D. Hardy
                                    Chairman, Pension and
                                    Employee Benefits Committee


June 28, 2001


                                      - 2 -

<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN



                 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS

                                December 31, 2000



<PAGE>



                               NL INDUSTRIES INC.
                             RETIREMENT SAVINGS PLAN


                                      INDEX


                                                                         Page
                                                                         ----

Report of Independent Accountants                                         F-2

Financial Statements:
--------------------

 Statements of Net Assets Available for Benefits
  - December 31, 2000 and 1999                                            F-3

 Statements of Changes in Net Assets Available for Benefits
  - Years ended December 31, 2000 and 1999                                F-4

 Notes to Financial Statements                                        F-5 to F-9

Supplemental Schedule:
---------------------

 Schedule of Assets (Held at End of Year) - December 31, 2000            F-10

All other schedules are omitted because they are not applicable or not required.

                                       F-1

<PAGE>






                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Participants and the Pension and Employee Benefits Committee of
NL Industries, Inc.:

        In our opinion, the accompanying  statements of net assets available for
benefits  and the  related  statements  of changes in net assets  available  for
benefits present fairly, in all material respects,  the net assets available for
benefits of the NL  Industries,  Inc.  Retirement  Savings  Plan (the "Plan") at
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended 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  auditing  standards  generally
accepted in the United States of America, which 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  schedules,  as
listed on the  accompanying  index,  are presented for the purpose of additional
analysis and are not a required part of the basic  financial  statements but are
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. These supplemental schedules are the responsibility of the
Plan's  management.  The  supplemental  schedules  have  been  subjected  to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  are fairly  stated in all material  respects in relation to the
basic financial statements taken as a whole.





                                            PricewaterhouseCoopers LLP
Houston, Texas
June 15, 2001

                                       F-2

<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                           December 31, 2000 and 1999



                                                        2000             1999
                                                    -----------      -----------

                ASSETS
Investments at fair value:
    Common stock .............................      $ 2,405,342      $ 2,429,229
    Other securities .........................       23,822,583       23,331,334
Employer contributions receivable ............          749,539          307,458
Cash .........................................              656           36,427
Loans to participants ........................           46,031             --
                                                    -----------      -----------

    Net assets available for benefits ........      $27,024,151      $26,104,448
                                                    ===========      ===========


                See accompanying notes to financial statements.
                                       F-3


<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN
           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                     Years ended December 31, 2000 and 1999




                                                        2000            1999
                                                   ------------    ------------

Additions:
    Investment income:
        Net appreciation (depreciation) in the
         fair value of investments .............   $ (1,070,460)   $  1,230,082
        Dividend income:
            NL Industries, Inc. ................         76,360          20,054
            Halliburton Company ................          3,459           4,027
            Tremont Corporation ................            564             594
            Other ..............................      1,483,760       1,018,439
        Interest income ........................        651,916         699,089
                                                   ------------    ------------

        Total investment income ................      1,145,599       2,972,285
                                                   ------------    ------------

    Contributions:
       Participants ............................        770,123         677,419
       Employer ................................        749,539         307,458
                                                   ------------    ------------

        Total contributions ....................      1,519,662         984,877
                                                   ------------    ------------

        Total additions ........................      2,665,261       3,957,162

Deductions - distributions .....................      1,780,668       4,206,049
                                                   ------------    ------------

Net increase (decrease) ........................        884,593        (248,887)

Assets transferred from another plan ...........         35,110            --

Net assets available for benefits:
    Beginning of year ..........................     26,104,448      26,353,335
                                                   ------------    ------------

    End of year ................................   $ 27,024,151    $ 26,104,448
                                                   ============    ============


                 See accompanying notes to financial statements.
                                       F-4


<PAGE>



                               NL INDUSTRIES, INC.
                             RETIREMENT SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Summary of significant accounting policies:

        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.  The following is a summary
of the significant accounting policies followed by the Plan.

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.

Contributions

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

Investment income

        Income  from  investments  is  recorded  as earned on an accrual  basis.
Dividend income is recorded at the ex-dividend date.

Payment of benefits

        Benefits are recorded when paid.

Termination of Plan

        Although it has not expressed any intent to do so, NL  Industries,  Inc.
has the right under the Plan to discontinue  contributions  and to terminate the
Plan at any time  subject  to  penalties  set forth in the  Employee  Retirement
Income Security Act of 1974 ("ERISA").  In the event of such a discontinuance or
termination  of the Plan,  the net assets of the Plan would be  allocated to the
Plan  participants as prescribed by the Plan document,  ERISA,  and the Internal
Revenue Code.


                                       F-5

<PAGE>



Management's Estimates

        The  preparation of financial  statements in conformity  with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial  statements,  the
changes in net assets  available for benefits  during the reporting  period and,
when  applicable,  the  disclosures of contingent  assets and liabilities at the
date of the  financial  statements.  Actual  results  could  differ  from  those
estimates.

Recent Accounting Pronouncements

        In September 1999 the Accounting  Standards  Executive  Committee of the
American  Institute of Certified Public Accountants issued Statement of Position
99-3  "Accounting  for  and  Reporting  of  Certain  Defined  Contribution  Plan
Investments and Other Disclosure  Matters" ("SOP 99-3"). SOP 99-3 eliminates the
previous  requirement to disclose information about the net assets available for
benefits  and  changes  in net assets  available  for  benefits  for each of the
investment options of a defined  contribution plan. SOP 99-3 also eliminates the
requirement to disclose general  information  about the nature of investments in
participant-directed  investment  options,  except for investments that equal or
exceed  5% of the net  assets  available  for  benefits.  The Plan  adopted  the
provisions of SOP 99-3 in 2000.

Note 2 - Plan description:

        The Plan's principal  objective is to provide  eligible  employees of NL
Industries, Inc. and its U.S. subsidiaries (the "Company") with a convenient way
to save on a regular and long-term  basis.  The majority of the  Company's  U.S.
employees are eligible to  voluntarily  participate in the Plan after six months
of  employment.  At  December  31,  2000,  there  were  84  active  participants
(participants  currently  employed by the Company)  and 512 total  participants.
Active  participants may make basic  contributions of between 0% and 8% of their
eligible  compensation.  Basic  contributions  may consist of a  combination  of
pre-tax and after- tax earnings.  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 a supplemental pre-tax or after-tax  contribution of between 1% and 4%
of their eligible compensation.

        Participants  may direct the  investment  of their  balances  in various
funds  approved  by  the  Company's  Pension  and  Employee  Benefits  Committee
("PEBCO").  Participants may reallocate investments among the available funds on
a daily basis,  except that only one transfer  per  participant  per quarter may
affect  amounts in the Plan's  fund that is  invested  in the  Company's  common
stock.   Certain  funds  have  been  closed  by  PEBCO  to  new  investments  by
participants.   Prior  to  the  investment  in  one  of  the  available   funds,
contributions may be held as cash and be 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.

        In accordance with the Tax Reform Act of 1986,  participants are limited
in the amount of salary reduction  contributions which they may make to the Plan
under Section  402(g) of the Internal  Revenue Code ($10,500  annual maximum for
2000).  Highly compensated  participants may be required to adjust the amount of
their contributions in order to permit the Plan to satisfy the nondiscrimination
requirements of Sections 401(k) and 401(m) of the Internal Revenue Code.

                                       F-6

<PAGE>



        Employer  contributions  include  funds  that  (i)  match a  portion  of
participants'  contributions and (ii) represent an annual contribution of 4% (3%
in 1999)  of  employees  eligible  earnings.  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 the  Company  (the "MD&C
Committee").   The  Company   match   applies   only  to   participants'   basic
contributions.  The level of match  approved by the MD&C  Committee for 2000 and
1999 was 75% and 50%, respectively. Employees who are eligible to participate in
the Plan receive an annual  contribution  to their  investment  account of 4% of
their   eligible   compensation,   subject  to  IRS   limitations   on  eligible
compensation,  which  for 2000 was  $170,000.  The  Company  makes  this  annual
contribution  for each  eligible  employee  regardless  of whether the  employee
elects to otherwise participate in the Plan.

        A  participant  with less than  three  years of  service is 0% vested in
employer contributions,  50% vested following three years of service, 75% vested
following  four years of service and fully vested in all employer  contributions
following five years of service.  Employer  contributions  are fully vested upon
death, retirement,  or disability,  as provided in the Plan. The Company expects
to amend the Plan to meet the vesting  requirements  of the Economic  Growth and
Tax Relief Reconciliation Act of 2001.

        Distributions  to  employees  may occur  during  active  service or upon
termination and under prescribed circumstances. Distributions may be in the form
of lump sums, installments, annuities, or combinations thereof, or distributions
of employer securities.

        The Plan was amended effective  January 1, 2000 to provide  participants
with  the  opportunity  to  borrow  cash  from  their  vested  savings  balance.
Participants  are able to borrow from their fund accounts a minimum of $1,000 up
to a maximum  that is  generally  equal to the lesser of $50,000 or 50% of their
account balance,  whichever is less. The loans are collateralized by the balance
in the  participant's  account and bear interest at rates which are commensurate
with local prevailing rates ranging from 8.75% to 10.50%. Principal and interest
are repaid  ratably  over a two- to five-year  period  through  monthly  payroll
deductions.

        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:  (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.
Forfeitures were $19,633 in 2000 and $20,067 in 1999. During 2000,  $238,538 was
applied to reduce employer contributions.  The balance in the forfeiture account
was $15,410 and $236,139 at December 31, 2000 and 1999, respectively.

        Merrill Lynch Trust Company  ("Merrill Lynch" or "ML") serves as trustee
for the  Plan.  The  Company  bears  the  responsibility  of all  administrative
expenses of the Plan.





                                       F-7

<PAGE>



Note 3 - Related-party transactions:

        Two of the available  fund options  invest in the common stock of NL and
Tremont,  both of which entities are considered related parties. The activity of
these securities for the years ended December 31, 2000 and 1999 was as follows:

<TABLE>
<CAPTION>

                                                   Sales and
                                                 distributions,     Realized     Fair value at
                                     Purchases     at cost         gain (loss)    December 31,
                                     ---------   --------------    -----------   -------------
<S>                                <C>             <C>             <C>              <C>
Year ended December 31, 2000:

    NL common stock .........      $  121,852      $  744,079      $  596,711       $2,096,152
    Tremont common stock ....             564           1,188           1,470           63,574

Year ended December 31, 1999:
    NL common stock .........      $  158,787      $  289,856      $ (117,013)      $2,102,721
    Tremont common stock ....             594             541             544           31,570
</TABLE>

Note 4 - Tax status:

        The Plan, as amended,  is designed to constitute a qualified trust under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code");  as such the Plan is  exempt  from  federal  income  tax,  and  amounts
contributed  by the  Company  will  not be taxed to the  participant  until  the
participant receives a distribution from the Plan.

        The  Plan has  received  a  favorable  determination  as of March  1998,
indicating it is a "Qualified  Plan" under the  requirements  of Sections 401(a)
and 401(k) of the Code and is qualified for favorable tax treatment. The Company
intends  to  file  an  application  with  the  Internal  Revenue  Service  for a
determination  of the qualified  status of the Plan under Section  401(a) of the
code for all amendments made to the Plan since the last determination letter.


                                       F-8

<PAGE>



Note 5 - Investments:

        The  following  presents  investments  that  represent 5% or more of the
Plan's net assets.


                                                             December 31,
                                                     ---------------------------
                                                         2000           1999
                                                     -----------     -----------

Merrill Lynch Retirement Preservation Trust ....     $10,768,793     $10,964,132
Merrill Lynch Basic Value Fund .................       3,164,059       3,086,505
Merrill Lynch Balanced Capital Fund ............       2,679,482       2,681,860
NL Stock Fund ..................................       2,096,152       2,102,721
AIM Value Fund .................................       1,967,405       1,956,219
MFS Emerging Growth Fund .......................       1,709,867       1,574,630

        During  2001,  the Plan's net  appreciation  (depreciation)  in the fair
value of investments (including gains and losses on investments bought and sold,
as well as held during the year) was as follows:


                                                   Years ended December 31,
                                                     2000                1999
                                                -----------          -----------

Mutual funds ..........................         $(2,197,869)         $   907,531
Common stock ..........................           1,217,539              208,082
Common collective trusts ..............             (90,130)             114,469
                                                -----------          -----------

                                                $(1,070,460)         $ 1,230,082
                                                ===========          ===========

        The  Plan's  assets  are  invested  principally  in common  stock of NL,
Halliburton and Tremont, and with investment funds managed by (i) Merrill Lynch,
(ii)  Massachusetts  Financial Services ("MFS"),  (iii) AIM Advisors,  Inc., and
(iv) Templeton Global Advisors Limited.  At December 31, 2000, 71% of the Plan's
investments were managed by Merrill Lynch.


                                       F-9

<PAGE>



                              SUPPLEMENTAL SCHEDULE


<PAGE>



                   NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN

                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)

                                December 31, 2000

                     Employer Identification No. 13-5267260

                                  Plan No. 003

                                                                     Fair value
                                                                     -----------

   MFS Emerging Growth Fund - Class A shares .....................   $ 1,709,867

   Templeton World Fund - Class A shares .........................       912,653

   AIM International Equity Fund - Class A shares ................       402,366

   AIM Value Fund - Class A shares ...............................     1,967,405

   MFS Government Securities Fund - Class A shares ...............       255,273

*  Merrill Lynch Equity Index Trust ..............................     1,095,746

*  Merrill Lynch Global Allocation Fund, Inc.- Class A shares ....       367,315

*  Merrill Lynch U.S. Government Mortgage Fund - Class A shares
  (formerly Merrill Lynch Federal Securities Trust) ..............       224,625

*  Merrill Lynch Balanced Capital Fund, Inc. - Class A shares
  (formerly Merrill Lynch Capital Fund) ..........................     2,679,482

*  Merrill Lynch Basic Value Fund, Inc. - Class A shares .........     3,164,059

*  Merrill Lynch Retirement Preservation Trust ...................    10,768,793

*  Mercury Global Holdings, Inc. - Class I shares ................       274,999

*  NL Stock Fund - common stock ..................................     2,096,152

   Halliburton/Tremont Stock Fund - common stock:
      Halliburton Company ........................................       245,616
   *  Tremont ....................................................        63,574

*  Loans to participants (8.75% - 10.50%) ........................        46,031
                                                                     -----------

                                                                     $26,273,956
                                                                     ===========

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

                                      F-10

<PAGE>

                                                                       EXHIBIT I




                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the:

(i)        Registration   Statement  No.   33-29287  on  Form  S-8  and  related
           Prospectus with respect to the 1989 Long Term  Performance  Incentive
           Plan of NL Industries, Inc.; and

(ii)       Registration   Statement  No.   33-25913  on  Form  S-8  and  related
           Prospectus with respect to the NL Industries, Inc. Retirement Savings
           Plan; and

(iii)      Registration   Statement  No.   33-48145  on  Form  S-8  and  related
           Prospectus with respect to the NL Industries,  Inc. 1992 Non-Employee
           Directors Stock Option Plan; and

(iv)       Registration   Statement  No.  333-65817  on  Form  S-8  and  related
           Prospectus  with respect to the NL  Industries,  Inc. 1998  Long-Term
           Incentive Plan.


of our report dated June 15, 2001 relating to the financial statements of the NL
Industries, Inc. Retirement Savings Plan which appears in this Form 11-K.







                                            PricewaterhouseCoopers LLP





Houston, Texas
June 15, 2001