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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIMMONS HAROLD C

(Last)

(First)

(Middle)

THREE LINCOLN CENTRE

5430 LBJ FREEWAY STE 1700

(Street)

DALLAS

75240-2697

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NL INDUSTRIES INC [ NL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock $0.125 par value	11/21/2007		P		300	A	$9.95	581,800	D
Common stock $0.125 par value	11/21/2007		P		1,700	A	$9.97	583,500	D
Common stock $0.125 par value	11/21/2007		P		200	A	$9.98	583,700	D
Common stock $0.125 par value	11/21/2007		P		200	A	$9.99	583,900	D
Common stock $0.125 par value	11/21/2007		P		7,600	A	$10	591,500	D
Common stock $0.125 par value	11/26/2007		P		800	A	$9.63	592,300	D
Common stock $0.125 par value	11/26/2007		P		100	A	$9.65	592,400	D
Common stock $0.125 par value	11/26/2007		P		500	A	$9.67	592,900	D
Common stock $0.125 par value	11/26/2007		P		200	A	$9.68	593,100	D
Common stock $0.125 par value	11/26/2007		P		400	A	$9.69	593,500	D
Common stock $0.125 par value	11/26/2007		P		15,900	A	$9.7	609,400	D
Common stock $0.125 par value	11/26/2007		P		400	A	$9.74	609,800	D
Common stock $0.125 par value	11/26/2007		P		1,100	A	$9.75	610,900	D
Common stock $0.125 par value	11/26/2007		P		400	A	$9.67	611,300	D
Common stock $0.125 par value	11/26/2007		P		200	A	$9.66	611,500	D
Common stock $0.125 par value								40,387,531	I	By Valhi⁽¹⁾
Common stock $0.125 par value								222,100	I	By TFMC⁽²⁾
Common stock $0.125 par value								269,775	I	By Spouse⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Directly held by Valhi, Inc. See the Additional Information filed as an exhibit to this statement for a description of the relationships among the persons joining in this filing.

2. Directly held by TIMET Finance Management Company. See the Additional Information filed as an exhibit to this statement for a description of the relationships among the persons joining in this filing.

3. Directly held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these shares.

Remarks:

Exhibit Index 99 Additional Information

	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	11/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99
Additional Information

     Valhi,  Inc.  ("Valhi"),  Harold C. Simmons,  Harold C. Simmons' spouse and
TIMET  Finance   Management   Company   ("TFMC")  are  the  direct   holders  of
approximately  83.1%,  1.3%,  0.6% and 0.5%,  respectively,  of the  outstanding
common  stock  of the  issuer,  NL  Industries,  Inc.  ("NL").  Titanium  Metals
Corporation ("TIMET") is the sole stockholder of TFMC.

     Valhi Holding  Company  ("VHC"),  Annette C. Simmons,  The Combined  Master
Retirement Trust (the "CMRT"),  Harold C. Simmons,  NL Industries,  Inc. ("NL"),
Valhi, Inc. ("Valhi"),  the Harold Simmons Foundation,  Inc. (the "Foundation"),
the Contran Amended and Restated  Deferred  Compensation  Trust (the "CDCT") and
Contran Corporation  ("Contran") are the holders of approximately  29.9%, 11.6%,
9.5%,  4.3%, 0.9%,  0.5%,  0.2%, 0.1% and less than 0.1%,  respectively,  of the
outstanding shares of common stock of TIMET. NL's percentage  ownership of TIMET
common stock includes 0.3% directly held by a subsidiary of NL. The ownership of
Ms. Simmons includes 20,824,200 shares of the issuer's common stock that she has
the right to acquire upon  exercise of  1,561,815  shares of the issuer's 6 3/4%
Series A Convertible  Preferred  Stock, par value $0.01 per share (the "Series A
Preferred  Stock"),  that she directly  owns.  The  percentage  ownership of the
issuer's  common stock held by Ms. Simmons  assumes the full  conversion of only
the shares of Series A Preferred Stock owned by her.

     VHC, the Foundation, the CDCT and the CMRT are the direct holders of 92.5%,
0.9%, 0.4% and 0.1%,  respectively,  of the common stock of Valhi.  Valhi Group,
Inc. ("VGI"),  National City Lines, Inc. ("National") and Contran are the direct
holders of 88.6%, 10.4% and 1.0%, respectively,  of the outstanding common stock
of VHC.  National,  NOA, Inc. ("NOA") and Dixie Rice  Agricultural  Corporation,
Inc.  ("Dixie Rice") are the direct holders of  approximately  73.3%,  11.4% and
15.3%, respectively, of the outstanding common stock of VGI. Contran and NOA are
the  direct  holders of  approximately  85.7% and  14.3%,  respectively,  of the
outstanding  common  stock of National.  Contran and  Southwest  Louisiana  Land
Company,  Inc.  ("Southwest") are the direct holders of approximately  49.9% and
50.1%,  respectively,  of the  outstanding  common stock of NOA.  Contran is the
direct  holder  of 100% of the  outstanding  common  stock  of  Dixie  Rice  and
Southwest.

     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 (the "Trusts"),  of which Mr. Simmons is the sole trustee, or is held by
Mr. Simmons or persons or entities  related to Mr.  Simmons.  As sole trustee of
the Trusts,  Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran  stock held by the Trusts.  Mr.  Simmons,  however,  disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

     Harold C. Simmons is the chairman of the board and chief executive  officer
of the issuer and the chairman of the board of each of TIMET,  Valhi,  VHC, VGI,
National, NOA, Dixie Rice, Southwest and Contran.

     The Foundation  directly holds  approximately 0.2% of the oustanding shares
of TIMET  common  stock and 0.9% of the  outstanding  Valhi  common  stock.  The
Foundation is a tax-exempt foundation organized for charitable purposes.  Harold
C.  Simmons  is the  chairman  of the board and chief  executive  officer of the
Foundation and may be deemed to control the Foundation.

     The CDCT directly holds  approximately  0.1% of the  outstanding  shares of
TIMET common stock and 0.4% of the  outstanding  Valhi common  stock.  U.S. Bank
National  Association serves as the trustee of the CDCT. Contran established the
CDCT as an  irrevocable  "rabbi  trust" to assist  Contran  in  meeting  certain
deferred compensation obligations that it owed to Harold C. Simmons. If the CDCT
assets are  insufficient  to satisfy such  obligations,  Contran is obligated to
satisfy the balance of such obligations as they come due.  Pursuant to the terms
of the CDCT,  Contran (i)  retains the power to vote the shares of Valhi  common
stock held directly by the CDCT; (ii) retains dispositive power over such shares
and (iii) may be deemed the indirect beneficial owner of such shares.

     The CMRT directly holds  approximately  9.5% of the  outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Contran  sponsors the CMRT to permit the collective  investment by master trusts
that maintain the assets of certain  employee  benefit plans Contran and related
companies adopt.  Harold C. Simmons is the sole trustee of the CMRT and a member
of the trust  investment  committee for the CMRT.  Contran's  board of directors
selects the trustee and members of the trust investment  committee for the CMRT.
Mr. Simmons is a participant  in one or more of the employee  benefit plans that
invest through the CMRT. He disclaims beneficial ownership of any shares held by
the CMRT or the CDCT,  except to the extent of his individual  vested beneficial
interest, if any, in the assets held by the CMRT or the CDCT.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities may be deemed to possess indirect beneficial  ownership of shares of NL
common stock that Valhi and TFMC hold directly.  However,  Mr. Simmons disclaims
beneficial  ownership  of the  shares of NL  common  stock  beneficially  owned,
directly or indirectly, by any of such entities.

     NL and a  subsidiary  of NL directly  own  3,522,967  shares and  1,186,200
shares,  respectively,  of Valhi common stock.  Pursuant to Delaware law,  Valhi
treats the shares of Valhi  common  stock that NL and the  subsidiary  of NL own
directly  as treasury  stock for voting  purposes  and for the  purposes of this
statement are not deemed outstanding.

     Annette C.  Simmons is the wife of Harold C.  Simmons  and direct  owner of
269,775 of the issuer's common stock, 1,561,815 shares of the Series A Preferred
Stock, 343,675  shares of TIMET common  stock and 43,400  shares of Valhi common
stock. Mr. Simmons may be deemed to share indirect beneficial  ownership of such
securities.  Mr. Simmons disclaims  beneficial  ownership of all securities that
his spouse holds directly.

     Mr. Harold C. Simmons is the direct owner of 661,500 shares of the issuer's
common stock,  6,894,239  shares of TIMET common stock and 3,383 shares of Valhi
common stock.

     A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries  are the  grandchildren  of his  spouse,  is the direct  holder of
17,432 shares of TIMET common stock and 36,500 shares of Valhi common stock. Mr.
Simmons,  as  co-trustee  of this  trust,  has the power to vote and  direct the
disposition  of the shares of Valhi common stock the trust  holds.  Mr.  Simmons
disclaims  beneficial  ownership  of any shares of Valhi  common stock that this
trust holds.