SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-Q / A-1


|X|   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 - For the quarter ended September 30, 1998

                                       OR

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

                          Commission file number 1-640


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



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



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



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




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





Number of shares of common stock outstanding on November 9, 1998:  52,127,813








The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements,  exhibits or other portions of its Quarterly Report on Form 10-Q for
the  quarter  ended  September  30,  1998 as set  forth  below  and in the pages
attached hereto:

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         Exhibit No. 27.1, Resubmitted Financial Data Schedule for the nine-
         month period ended September 30, 1998.







      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.



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



Dated:  November 12, 1998                 By:   /s/ Dennis G. Newkirk
                                                ---------------------
                                                Dennis G. Newkirk
                                                Vice President
                                                 and Controller



 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NL INDUSTRIES INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 320,823 0 149,645 2,523 191,568 689,155 834,304 454,275 1,297,255 452,349 304,060 0 0 8,355 138,015 1,297,255 685,794 706,563 476,026 476,026 0 (131) 46,917 85,283 14,174 71,073 287,396 (4,766) 0 353,703 6.89 6.80