EXHIBIT 10.20

                           VARIABLE COMPENSATION PLAN


                                    ARTICLE I
                                     GENERAL

1.1.    Establishment and Purpose of the Plan:

NL  Industries,  Inc., a New Jersey  corporation,  hereby  adopts this  Variable
Compensation Plan (the "Plan"). The purpose of the Plan is to attract and retain
high quality  executives,  officers and employees and provide further incentives
to such  executives  and  employees to maximize the Company's  annual  financial
performance and thereby increase shareholder value.

1.2.    Definitions:

Whenever  used in this Plan,  the  following  terms shall have the  meanings set
forth below unless otherwise expressly provided.

(a) "Award Group" means one of the following groups to which Participants may be
designated  as provided in the Plan or such other groups as may be designated by
the Committee from time to time:

          Group I
          Group II
          Group III
          Group IV

(b) Except as provided in Article VI,  "Base  Salary"  means the regular  salary
actually paid during a Plan Year to a  Participant  while  participating  in the
Plan.  Regular salary shall include any salary reduction  contributions  made to
the Company's  401(k) Plan or other deferred  compensation  plans,  but shall be
exclusive  of any Variable  Compensation  Awards under the Plan and of any other
bonuses, incentive pay, or special awards.

(c)  "Board" means the Board of Directors of NL Industries, Inc.

(d)  "CEO" means the Company's Chief Executive Officer.

(e) "Certain  Executive  Officers" means those Executive Officers of the Company
who are designated by the Committee to be Group III or Group IV Participants and
whose  total  non-performance  based  compensation  from  the  Company  for  the
applicable  Plan Year would  otherwise be in excess of the amount  deductible by
the Company pursuant to Section 162(m) of the Code,  including  Qualifying Group
III Participants.

(f)  "Code" means the Internal Revenue Code of 1986, as amended (the "Code").

(g) "Committee" means the Management  Development and Compensation  Committee of
the Board or such other  committee as may be designated from time to time by the
Board,  which shall consist of two or more members who meet the  requirements of
Section 162(m) of the Code.  The members of the Committee  shall be appointed by
the Board, and any vacancy on the Committee shall be filled by the Board.

(h) "Company" means NL Industries, Inc. and its direct or indirect subsidiaries.

(i)  "Company  Performance  Level"  means with  respect to each Award  Group the
Minimum Company  Performance Level,  Target Company Performance Level or Maximum
Company  Performance  Level (each as described in Section 4.3 below) achieved or
to be achieved by the Company or  applicable  Company  business  segment for the
applicable Plan Year.

(j)  "Employee" means a regular U.S. salaried employee of the Company.



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(k)  "Executive  Officers"  shall have the  meaning  set forth in rule  16a-1(f)
promulgated under section 16(a) of the Securities Exchange Act of 1934.

(l) "401(k) Plan" means an employee welfare plan of the Company  qualified under
the provisions and regulations of Section 401(k) of the Code.

(m) "Individual  Performance Level" with respect to each Participant  (excluding
Certain Executive Officers) means the individual  performance rating assigned by
the  Company  to such  Participant  for the  applicable  Plan  Year.  Individual
performance  rating  initially  shall  consist of a relative  rating  scale from
"outstanding" to "marginal" for all Participants  (excluding  Certain  Executive
Officers)  for any Plan Year.  The Committee  may  terminate,  change or adopt a
different individual  performance rating scale as it determines appropriate from
time to time.

(n) "Participant"  means an Employee selected or designated for participation in
the Plan for a specified Plan Year including Certain Executive Officers.

(o)  "Performance  Percentage"  with  respect  to Award  Groups  I, II,  and III
(excluding  Qualifying  Group III  Participants,  as  defined  below)  means the
percentage  assigned by the Committee to each such Award Group at each different
combination of Individual  Performance  Level and Company  Performance Level for
such Award Group.  With respect to  Participants  in Award Group III whose total
non-performance based compensation from the Company for the applicable Plan Year
otherwise would be in excess of the amount deductible by the Company pursuant to
Section 162(m) of the Code ("Qualifying Group III Participants"),  no Individual
Performance Level shall be assigned to such Qualifying Group III Participants in
determining the applicable  Performance  Percentage for such Plan Year.  Instead
the Performance  Percentage for Qualifying Group III  Participants  shall be the
highest Performance  Percentage  available at the applicable Company Performance
Level for Award Group III  Participants in general.  The Committee,  in its sole
discretion,  may decrease  such  Performance  Percentage  and the  corresponding
Variable   Compensation   Awards   applicable  to  such  Qualifying   Group  III
Participants.   With  respect  to  Award  Group  IV  Participants,  the  initial
Performance  Percentages for the Company Performance Levels shall be as follows:
150% for Maximum Company  Performance Level, 100% for Target Company Performance
Level and 50% for Minimum Company Performance Level. The Performance Percentages
with  respect to each Award Group for any Plan Year may be set or changed by the
Committee during the first ninety (90) days of such Plan Year.

(p)  "Plan Year" means the Company's fiscal year.

(q) "Variable  Compensation  Award" with respect to any Participant for any Plan
Year  means an amount to be paid by the  Company to such  Participant  under the
terms  of the  Plan  equal  to the  product  of (A) the  applicable  Performance
Percentage for such Participant for such Plan Year, times (B) the Base Salary of
such Participant for such Plan Year.

1.3     Gender and Number:

Except when otherwise  indicated by the context,  words in the masculine gender,
when used in the Plan,  shall include the feminine  gender,  the singular  shall
include the plural, and the plural shall include the singular.

        ARTICLE II
ADMINISTRATION OF THE PLAN

2.1     Administration:

(a) The Plan shall be  administered  by the  Committee.  Except with  respect to
Committee's administrative authority regarding Executive Officers, the Committee
may delegate its day-to-day  administrative  authority regarding the Plan to the
CEO.  The CEO may in turn  re-delegate  from  time to time  said  administrative
authority to such officers and employees of the Company as he deems appropriate.
The Company's  management shall assist and provide such  recommendations  to the
Committee as the Committee may request from time to time in connection  with the
administration of the Plan.

(b) Subject to the limitations of the Plan, the Committee  shall:  (i) designate
the Executive  Officers who shall be Participants  and the Award Groups in which
they shall be  included,  (ii)  designate  and approve  Performance  Percentages
applicable  in  determining   Variable   Compensation   Awards  for  payment  to
Participants  in such forms and amounts as it shall determine from time to time,
(iii) impose such limitations,  restrictions,  and conditions upon such Variable
Compensation  Awards as it shall deem  appropriate,  (iv) interpret the Plan and
adopt,  amend, and rescind  administrative  guidelines relating to the Plan, (v)
correct any defects or omissions or reconcile any  inconsistencies  in the Plan,
the  Performance  Percentages  or in any  Variable  Compensation  Award  granted
hereunder,  and (vi) make all other necessary  determinations and take all other
actions necessary or advisable for the  implementation and administration of the
Plan. The  Committee's  determinations  on matters within its authority shall be
conclusive and binding.

(c) All expenses  associated with the Plan shall be borne by the Company subject
to such  allocation  to its  subsidiaries  and  business  segments  as it  deems
appropriate.


        ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1     Eligibility and Participation:

The  Company's  management  shall  determine  the  Employees  to be  selected as
Participants  under the Plan and the Award Group in which each such  Participant
may be  included,  except that  participation  by  Executive  Officers  shall be
determined by the Committee.  Any Employee,  except Certain Executive  Officers,
may be designated and selected as a Participant in the Plan at any time during a
Plan Year, including after the ninetieth (90th) day of such Plan Year.


ARTICLE IV
VARIABLE COMPENSATION AWARDS

4.1     Designation of Variable Compensation Awards:

The  Company's  management  shall  approve,  or in  case of  Executive  Officers
recommend to the Committee,  the  Performance  Percentage and the  corresponding
Variable  Compensation  Award to be paid to each  Participant in accordance with
the terms of the Plan for the immediately  preceding Plan Year. Within the first
ninety (90) days after the end of each Plan Year,  the  Committee  shall  review
such  recommendations,  make any  adjustment it deems  appropriate in accordance
with  the  terms  of  the  Plan,  and  approve  the  grant  and  payment  of the
corresponding Variable Compensation Awards in the aggregate and to the Executive
Officers.


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4.2     Establishment of Performance Percentages:

Management of the Company shall assist and provide to the Committee management's
recommendations   regarding  the  Performance  Percentages  applicable  to  each
combination of Individual  Performance  Level and Company  Performance Level for
Award Groups I, II and III. No later than the ninetieth  (90th) day of each Plan
Year, the Committee shall review such  recommendations,  make any adjustments it
deems  appropriate  in  accordance  with the terms of the Plan,  and approve the
Performance  Percentages  for Award Groups I, II and III for such Plan Year.  At
that same time, the Committee  also shall set the  Performance  Percentages  for
Group IV Participants.  As described in Section 1.2(o),  Performance Percentages
with respect to Award Group III and Award Group IV  Participants  who qualify as
Certain  Executive  Officers shall be based solely on the achievement of Company
Performance  Levels.  In the event the  Committee  takes no action  prior to the
ninetieth  (90th)  day of such  Plan  Year  to  change,  amend  or  rescind  the
Performance  Percentages in effect for the immediately  preceding Plan Year, the
Performance Percentages for such Plan Year shall be deemed to be the Performance
Percentages for said immediately preceding Plan Year.

4.3     Company Performance Levels:

Prior to the ninetieth (90th) day of a Plan Year, the Company's management shall
make  recommendations  to the Board regarding the annual  operating plan for the
Company  and each of the  Company's  business  segments  for such Plan Year (the
"Annual Operating Plan"). The Board shall approve the Annual Operating Plan with
any modifications it deems  appropriate.  Based on the approved Annual Operating
Plan for such Plan Year, the Committee shall establish the financial performance
goals for the  Company and its  applicable  business  segments at the  following
three levels which shall be designed to help focus the  Participants'  attention
on achieving superior annual financial  performance results in light of existing
conditions: a threshold level, which is the minimum financial performance income
level for any award to be made under the Plan (the "Minimum Company  Performance
Level"),  a target  financial  performance  income  level (the  "Target  Company
Performance  Level"),  and a maximum  financial  performance level (the "Maximum
Company Performance Level"). The Committee shall in its discretion establish the
applicable  objective  Company  financial  performance  criteria for determining
Company Performance Levels.

4.4     Determination of Performance Percentages:

Performance  Percentages  for Award  Group I, Award Group II and Award Group III
Participants  (excluding  Qualifying Group III Participants) shall be based upon
the  Performance  Percentage  assigned by the Committee  for such  Participant's
Award Group with respect to each  combination  of achieved  Company  Performance
Level for such Plan Year and the Individual  Performance  Level achieved by such
Participant  for such Plan  Year.  Performance  Percentages  for  Award  Group I
Participants  will range from 2% to 32%; Award Group II  Participants  initially
will range from 9% to 65%; and Group III Participants  initially will range from
14% to  120%.  Variable  Compensation  Awards  for  Group  IV  Participants  and
Qualifying  Group III  Participants  shall be based solely upon the  Performance
Percentage  assigned  by the  Committee  with  respect to the  achieved  Company
Performance Level. Performance Percentages will range from 50% to 150% for Award
Group  IV  Participants   and  from  60%  to  120%  for  Qualifying   Group  III
Participants,  depending on the Company Performance Level achieved. In the event
that the  Company  Performance  Level  achieved  is below  the  Minimum  Company
Performance  Level,  the  Variable  Compensation  Award  for  Group  IV and  for
Qualifying Group III Participants shall be 0%. The Performance  Percentages with
respect  to each  Award  Group  for any Plan Year may be set or  changed  by the
Committee during the first ninety (90) days of such Plan Year.

4.5     Adjustment of Company Performance Levels:

Except with respect to Certain Executive  Officers as provided in Article VI, if
during  any Plan  Year  external  or  internal  changes  or other  unanticipated
business  conditions have materially affected the appropriateness of the Company
Performance  Levels,  the  Committee  may,  in its  sole  discretion,  determine
appropriate  increases or decreases to the Company  Performance  Levels for such
Plan Year.


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Participants shall not be entitled to any Variable  Compensation Award under the
Plan unless the Company achieves at the corresponding Company Performance Level;
provided,  however,  except as  provided  in Article  VI, the CEO in the case of
Participants  other than  Executive  Officers,  and the Committee in the case of
Executive Officers other than Certain Executive  Officers,  in their discretion,
may approve payment of special awards to designated Participants.

4.6     Determination  of Company  Performance  Level  Achieved  and  Payment of
        Variable Compensation Awards:

Within  ninety  (90)  days  after  the  end of each  Plan  Year,  the  Company's
management shall report to the Committee the Company  Performance Level achieved
by the  Company and each  applicable  business  segment for such Plan Year.  The
Committee  shall  review  such  report and  certify in writing or set forth in a
resolution  of the  Committee  the  Company  Performance  Level  achieved by the
Company and each applicable  Company  business  segment for such Plan Year. Such
achieved   Company   Performance   Level  shall  be  used  in  determining   the
corresponding  Performance  Percentage and Variable  Compensation Award for such
Plan Year as provided in Sections 4.1 and 4.4 above. The Committee shall approve
the grant and  payment  of the  corresponding  Variable  Compensation  Awards to
Participants  pursuant to terms of the Plan.  Payment of  Variable  Compensation
Awards shall be made  following  certification  by the  Committee of the Company
Performance  Level  achieved  for such  Plan Year and shall be paid in cash in a
lump sum or  shares  of NL  Common  Stock.  Except as  provided  in  Article  5,
Participants must be employed by the Company on the date the Committee  approves
the Variable  Compensation  Awards to receive the  approved  award for such Plan
Year.

4.7     Limitation on Payments:

The amount  payable to a  Participant  pursuant to this Plan with respect to any
Plan Year shall not exceed $3 million.


ARTICLE V
TERMINATION OF EMPLOYMENT

5.1     Termination  of  Employment  Due to Death,  Disability,  Retirement,  Or
        Transfer To Affiliate Not Included In Plan:

In the event a Participant's employment with the Company is terminated by reason
of death,  total and  permanent  disability,  retirement,  or a  Participant  is
transferred  to an  affiliate  which  does  not  participate  in the  Plan,  the
Participant's  Variable  Compensation  Award shall be based on (i) Participant's
actual Base Salary paid through the date of  termination  or transfer,  and (ii)
the applicable Performance Percentage.  The Variable Compensation Award shall be
paid in accordance with Article IV.

"Total and  permanent  disability"  and  "retirement"  shall have the meaning as
defined in the Retirement Programs of NL Industries, Inc.

5.2     Termination For Any Other Reason:

Except for  terminations  listed in Section  5.1,  in the event a  Participant's
employment  is  terminated  for  any  other  reason   including   voluntary  and
involuntary  termination  prior to certification by the Committee of the Company
Performance  Level  achieved for such Plan Year,  the  Participant  shall not be
entitled  to a  Variable  Compensation  Award  with  respect  to such Plan Year.
However,  the CEO,  in his sole  discretion,  may  approve  the  payment to such
Participant of a Variable Compensation Award under the Plan with respect to such
Plan Year,  except that in the case of Executive  Officers the CEO may make such
recommendation  to the  Committee,  which shall have sole  discretion to approve
such award.


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ARTICLE VI
CERTAIN EXECUTIVE OFFICERS

6.1     Applicability Of Article VI:

The  provisions  of this  Article  VI  shall  apply  only to  Certain  Executive
Officers.  In the event of any  inconsistencies  between this Article VI and the
other Plan provisions, the provisions of this Article VI shall control.

6.2     Definition Applicable To Article VI Only:

The following term shall have the meaning set forth below:

(a) "Base Salary" shall mean as to any Plan Year a Participant's  actual regular
salary at the rate in effect prior to the ninetieth  (90th) day of the Plan Year
and not after the date the Company  Performance Levels are established.  Regular
salary shall include any salary  reduction  contributions  made to the Company's
401(k) Plan or other deferred  compensation plans, but exclusive of any Variable
Compensation Awards under this Plan and of any other bonuses,  incentive pay, or
special awards.

6.3     No Partial Plan Year Participation:

A Certain  Executive Officer who becomes eligible after the ninetieth (90th) day
of a Plan  Year may not  participate  in the Plan for such  Plan  Year,  but may
participate in the Plan for the succeeding Plan Year.

6.4     Components Of Individual Awards:

Each  Variable  Compensation  Award  shall be based  strictly  on the  Company's
achievement of predetermined  Company Performance  Levels.  Prior to ninety (90)
days after the  beginning of the Plan Year,  the Committee  shall  determine the
Company Performance Levels for such Plan Year.

6.5     No Mid-Year Change In Award Percentages:

Variable  Compensation  Awards for  Certain  Executive  Officers  shall be based
solely on the  Performance  Percentage for the applicable  Award Group as set by
the Committee during the first ninety (90) days of the Plan Year.

6.6     No Adjustments Of Performance Goals:

Once  established,  Company  Performance  Levels shall not be changed  after the
first  ninety  (90) days of the Plan  Year with  respect  to  Certain  Executive
Officers. Certain Executive Officers shall not receive any Variable Compensation
Award  under  this Plan when the  Company  or the  applicable  Company  business
segment fails to achieve at least the  applicable  Minimum  Company  Performance
Level.

6.7     Individual Performance and Discretionary Adjustments:

Individual  performance  shall not be  reflected  in the  Variable  Compensation
Awards to  Certain  Executive  Officers.  However,  the  Committee  retains  the
discretion  to eliminate  or decrease  the amount of the  Variable  Compensation
Award otherwise payable to a Certain Executive Officer.


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6.8     Possible Modification:

If, on advice of the Company's tax counsel,  the Committee  determines that Code
Section  162(m) and the  regulations  thereunder  will not adversely  affect the
deductibility  for federal  income tax  purposes of any amount paid to a Certain
Executive Officer under the Plan (i) by applying one or more of Sections 1.2(b),
1.2(m),  1.2(o), 3.1, 4.2, 4.4, or 4.5 to such Certain Executive Officer without
regard  to  the  limitations   regarding  Certain  Executive  Officers  in  such
Section(s) or (ii) by not applying one or more Sections of this Article VI, then
the Committee may, in its sole discretion, disregard such limitations.

6.9     No Discretionary Awards or Bonuses:

No discretionary  awards or bonuses shall be paid to Certain Executive  Officers
pursuant  to this Plan.  However,  nothing in this Plan  shall be  construed  as
limiting  the right of the  Committee  or the  Board to make any other  award or
bonus under their general authority or under any other plan.

ARTICLE VII
MISCELLANEOUS PROVISION

7.1     Nontransferability:

No right or  interest  of any  Participant  in the Plan shall be  assignable  or
transferable,  or  subject  to  any  lien,  directly,  by  operation  of  law or
otherwise,  including  execution,  levy,  garnishment,  attachment,  pledge, and
bankruptcy.

7.2     Tax Withholding:

The Company  shall have the right to deduct  from all awards or  payments  under
this Plan, whether paid in cash or stock, any foreign,  Federal, state, or local
taxes required by law to be withheld with respect to such payments.

7.3     Amendments:

The Committee, in its sole discretion, without notice, at any time and from time
to time, may modify or amend,  in whole or in part, any or all of the provisions
of this Plan, or suspend or terminate it entirely.

7.4     Indemnification:

Each person who is or shall have been a member of the  Committee or the Board or
who is or shall have been an  Employee  of the  Company  acting on behalf of the
Committee shall be indemnified and held harmless by the Company against and from
any loss, cost, liability,  or expense,  including without limitation,  fees and
expenses  of legal  counsel,  that  may have  been  imposed  upon or  reasonably
incurred by him in connection with or resulting from any claim, action, suit, or
proceeding  to which he may be a party or in which he may be  involved by reason
of any action  taken or failure to act under the Plan and  against  and from any
and all amounts paid by him in settlement thereof,  with the Company's approval,
or paid by him in  satisfaction  of any  judgment  in any such  action,  suit or
proceeding  against him,  provided he shall give the Company an opportunity,  at
its own expense,  to handle and defend the same before he  undertakes  to handle
and defend it on his own behalf.  The foregoing right of  indemnification  shall
not be exclusive of any other rights of indemnification to which such person may
be entitled under the Company's  Certificate of  Incorporation  or Bylaws,  as a
matter of law, or otherwise, or any power that the Company may have to indemnify
him or hold him harmless.


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7.5     Beneficiary Designation:

Each Participant  under the Plan may name, from time to time, any beneficiary or
beneficiaries  (who  may be  named  contingently  or  successively)  to whom any
benefit under the Plan is to be paid in case of his death before he received any
or all of such benefit.  Each designation will revoke all prior  designations by
the same Participant,  shall be in a form prescribed by the Company, and will be
effective only when filed by the  Participant in writing with the Company during
his  lifetime.  In the  absence of any such  designation,  or if the  designated
beneficiary  is no  longer  living,  benefits  shall  be paid  to the  surviving
member(s) of the following classes of beneficiaries, with preference for classes
in the order listed below:

(a)  Participant's spouse (unless the parties were divorced or legally separated
     by court decree);

(b)  Participant's children (including children by adoption);

(c)  Participant's parents (including parents by adoption);

(d)  Participant's executor or administrator.

Payment of benefits,  in accordance with Section 5.1, shall be made  exclusively
to the  member(s)  of the first  class,  in the order  listed  above,  which has
surviving  member(s).  If that class has more than one member,  benefit payments
shall be made in equal shares among members of the class.

7.6     Rights of Participants:

Nothing in this Plan shall  interfere  with or limit in any way the right of the
Company to  terminate  or change a  Participant's  employment  at any time,  nor
confer upon any Participant,  any right to continue in the employ of the Company
for  any  period  of  time or to  continue  his  present  or any  other  rate of
compensation.  No  Participant in a previous Plan Year, or other employee at any
time, shall have a right to be selected for participation in a current or future
Plan Year.

7.7     Governing Law:

The Plan shall be construed in  accordance  with and governed by the laws of the
State of Texas.

7.8     Effective Date:

The Plan shall be deemed effective as of January 1, 2001.