SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                     ______


                                    FORM 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 31, 1994



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



   New Jersey               1-640                 13-5267260     
(State or other    (Commission File Number)      (IRS Employer
 jurisdiction of                              Identification No.)
 incorporation)




3000 N. Sam Houston Parkway East, Houston, Texas          77032   
    (Address of principal executive offices)            (Zip Code)



Registrant's telephone number, including area code   (713) 987-5000



                          Not Applicable                        
    (Former name or former address, if changed since last report)




ITEM 5. OTHER EVENTS.


    On May 31, 1994, the Registrant issued the press release attached hereto as
Exhibit 99.1 and incorporated herein in its entirety by this reference.




ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    (C) EXHIBITS

        (i)  Exhibit 99.1    Press Release dated May 31, 1994.



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                                    SIGNATURE



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


                                           NL INDUSTRIES, INC.
                                           (Registrant)



                                           /s/ Dennis G. Newkirk        
                                           Dennis G. Newkirk
                                           Vice President  
 

Dated: June 3, 1994

                                  EXHIBIT INDEX


Exhibit

Exhibit 99.1     Press Release Issued on
                 May 31, 1994

                                                                    Exhibit 99.1









FOR IMMEDIATE RELEASE


                  NL ANNOUNCES RECEIPT OF TENTATIVE TAX REFUND


HOUSTON, TEXAS -- May 31, 1994 -- NL Industries, Inc. (NYSE:NL) announced that 
its wholly-owned subsidiary, Kronos International, Inc., has received from the
German tax authorities approximately DM 170 million ($103 million), including
interest, as a partial payment on a tentative basis, of the Company's claims for
income tax refunds.  The Company expects to apply substantially all of the 
refund to reduce the outstanding amount of its DM revolving credit facility.  As
a result of this reduction in its outstanding indebtedness, the Company's annual
interest costs should be reduced by approximately DM 10 million ($6 million) at
current interest rates.

As previously reported, certain of the Company's German income tax returns in
Germany are being examined.  In April 1994, the German tax authorities withdrew
certain tax claims and agreed to remit the Company's claims for refunds while
the examination of its returns continues, and in return the Company granted a
lien on certain German assets.  The timing and amount of future assessments
proposing additional tax deficiencies remain uncertain while the examination
continues.  Other than a reduction in the Company's interest expense, receipt of
this tentative refund should not have a significant effect on income and the
Company believes that it has adequately provided accruals for additional income
taxes and related interest expense which may ultimately result from the
examination of its German tax returns.  

NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.


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