UNITED STATES
                       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 the earliest event reported)
                                October 21, 2004
                                ----------------

                               NL Industries, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

 5430 LBJ Freeway, Suite 1700, Dallas, Texas                75240-2697
- ----------------------------------------------             ------------
  (Address of principal executive offices)                  (Zip Code)

               Registrant's telephone number, including area code
                                 (972) 233-1700
                                 --------------


         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[   ]   Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12  under the  Exchange Act
        (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to  Rule 14d-2(b) under the
        Exchange Act (17  CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under  the
        Exchange Act (17  CFR  240.13e-4(c))


Item 7.01 Regulation FD Disclosure. The registrant hereby furnishes the information set forth in its press release issued on October 21, 2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information, including the exhibit, the registrant furnishes in this report is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Item No. Exhibit Index ---------- -------------------------------------------------------------- 99.1 Press Release dated October 21, 2004 issued by the registrant.

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 hereunto duly authorized. NL INDUSTRIES, INC. (Registrant) By: /s/ A. Andrew R. Louis ---------------------------- A. Andrew R. Louis Assistant Secretary Date: October 22, 2004

INDEX TO EXHIBITS Exhibit No. Description ----------- -------------------------------------------------------------- 99.1 Press Release dated October 21, 2004 issued by the registrant.

NL INDUSTRIES, INC.               Contact:  Gregory M. Swalwell
Three Lincoln Centre                        Vice President,  Finance and Chief
5430 LBJ Freeway, Suite 1700                Financial Officer
Dallas, Texas   75240-2697                  (972) 233-1700
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PRESS RELEASE
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(LOGO GOES HERE)


FOR IMMEDIATE RELEASE



           NL INDUSTRIES, INC. ANNOUNCES 2004 FOURTH QUARTER DIVIDEND


     DALLAS, TEXAS - October 21, 2004 - NL Industries, Inc. (NYSE: NL) announced
that its board of directors has declared a regular quarterly  dividend of twenty
cents per share on its common  stock.  The dividend  will be paid in the form of
common stock of Kronos Worldwide,  Inc. (NYSE: KRO) owned by NL, valued based on
the closing sales price of Kronos  Worldwide common stock on October 20, 2004 of
$39.12 per share.  The dividend is payable on December 29, 2004 to  shareholders
of record at the close of business  on  December  13,  2004.  Shareholders  will
receive cash in lieu of fractional shares of Kronos Worldwide
common stock.

     NL Industries,  Inc. is a major international  producer of titanium dioxide
pigments through its subsidiary, Kronos Worldwide.