8-K

                       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): December 30, 1997


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



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



16825 Northchase Dr., Suite 1200, Houston, Texas             77060
(Address of principal executive offices)                (Zip Code)



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


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




Item 5.     Other Events.


      On December 30, 1997,  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 December 30,
1997.



                        *      *      *      *      *




                                    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 & Controller


Dated: December 30, 1997

EX-99.1

                                                                  EXHIBIT 99.1  

                                                          Joseph S. Compofelice
         Chief Financial Officer
                                                          (281) 423-3303











FOR IMMEDIATE RELEASE


               NL AGREES TO SELL RHEOX UNIT FOR $465 MILLION


HOUSTON,  TEXAS -- December 30, 1997 -- NL Industries,  Inc. (NYSE:NL) announced
today that it has  executed a definitive  agreement to sell its Rheox  specialty
chemicals  operations  to Harrisons & Crosfield,  plc, for $465 million in cash.
The completion of this transaction, subject to regulatory approvals and approval
by the buyer's shareholders, is expected early in 1998.

NL Industries indicated it expects to use the net proceeds of about $400 million
to invest in additional TiO2 capacity and to reduce outstanding indebtedness. J.
Landis Martin,  Chief  Executive  Officer of NL Industries,  stated "The sale of
Rheox  enables us to acquire  additional  TiO2  capacity at a time we believe is
early in the recovery of TiO2 prices.  This  transaction  also enables us, along
with  the  expected  improvement  in the  TiO2  operations,  to  reduce  our net
indebtedness by $200-$300  million by the end of 1998 and at least an additional
$100 million by the end of 1999. NL will have a very strong  balance sheet as we
enter  the next  decade.  This  will give us the  opportunity  to  pursue  other
opportunities in the chemical industry. We expect the transaction, together with
acquisition of additional TiO2 capacity, to be accretive in 1999 and beyond."

For the nine months ended September 30, 1997, Rheox operations reported sales of
$111  million and  operating  income of $34.6  million.  NL expects to report an
after-tax  gain on the sale of Rheox of about $300 million in the first  quarter
of 1998.

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

The statements in this release relating to matters that are not historical facts
are forward-looking statements that involve risks and uncertainties,  including,
but not limited to, future global economic and political conditions, global TiO2
production  capacity and the amount and timing of capacity changes,  competitive
products and prices, and other risks and uncertainties detailed in the Company's
Securities and Exchange Commission filings.


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