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)
                                 August 31, 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 August 31, 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 August 31, 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: August 31, 2004

INDEX TO EXHIBITS Exhibit No. Description - ----------- -------------------------------------------------- 99.1 Press Release dated August 31, 2004 issued by the registrant.


NL INDUSTRIES, INC.                     Contact:  Gregory M. Swalwell
Three Lincoln Centre                              Vice President,  Finance
5430 LBJ Freeway, Suite 1700                         and Chief Financial Officer
Dallas, Texas   75240-2697                        (972) 450-4228
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PRESS RELEASE
- --------------------------------------------------------------------------------

[LOGO GOES HERE]

FOR IMMEDIATE RELEASE



            NL INDUSTRIES, INC. ANNOUNCES 2004 THIRD QUARTER DIVIDEND


         DALLAS,  TEXAS - August  31,  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 August 26,
2004 of $32.40 per share.  The  dividend  is payable on  September  28,  2004 to
shareholders  of  record  at the  close  of  business  on  September  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.

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