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): May 20, 1998


                       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 May 20,  1998,  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 20, 1998.



                             *      *      *      *      *




                                    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: May 22, 1998

EX-99.1

                                                              John St. Wrba
                                                        Assistant Treasurer
                                                             (281) 423-3337

                                                               EXHIBIT 99.1


FOR IMMEDIATE RELEASE


                 NL INDUSTRIES ANNOUNCES TENDER OFFERS FOR NOTES

HOUSTON, TEXAS -- May 20, 1998 -- NL Industries, Inc. (NYSE: NL) announced today
that it has  commenced  offers  to  purchase  on a pro rata  basis up to  $181.6
million  aggregate  principal  amount of its outstanding  11-3/4% Senior Secured
Notes due 2003 and accreted value of its outstanding 13% Senior Secured Discount
Notes due 2005 for a cash purchase  price equal to (i) in the case of the Senior
Notes,  100% of the principal amount thereof,  plus accrued and unpaid interest,
if any, to the Purchase Date, and (ii) in the case of the Discount  Notes,  100%
of the accreted  value thereof as of the Purchase  Date. As of May 19, 1998, the
accreted value of the Discount Notes was 95.05% per $100 principal amount.

The Company is making  this  "Asset  Sale Offer" as set forth in the  respective
Indentures  governing the Senior Notes and the Discount Notes as a result of the
sale by the Company's wholly-owned  subsidiary,  Rheox, Inc. (subsequently named
NL Capital Corporation),  of its specialty chemical operations. The offer amount
of $181.6  million  is equal to the Net Cash  Proceeds  from the Rheox sale less
repayments of Senior Debt of the Company  permitted  under the Indentures and is
deemed to be "Excess Specified Non-Collateral Proceeds." Although the Company is
entitled  to wait up to 300  days  after a  transaction  giving  rise to  Excess
Specified Non-Collateral Proceeds before making an Asset Sale Offer, the Company
has elected at this time to make the offers.

The offers will expire at 5:00 p.m., New York City time, on Wednesday,  June 17,
1998,  unless  extended.  The offers are conditioned  upon NL Capital not having
used the offer amount to reinvest in productive assets or to permanently  reduce
senior debt of the Company or any of its  restricted  subsidiaries  as permitted
pursuant to the terms of the Indentures and upon the  satisfaction  or waiver of
the general  conditions  set forth in the Offers to Purchase dated May 19, 1998.
The  depositary  for the  Senior  Notes  is The  Chase  Manhattan  Bank  and the
depositary for the Discount Notes is State Street Bank and Trust Company.

The information agent for the offers to purchase is MacKenzie Partners, Inc. The
information  agent's  address is 156 Fifth Avenue,  New York, New York 10010 and
telephone  numbers  are  (800)  322-2885  (toll  free) or (212)  929-5500  (call
collect).

The Company is mailing  copies of the Offers to Purchase and related  letters of
transmittal to all registered holders of its Senior Notes and all holders of its
Discount Notes. In addition, copies may be obtained from the information agent.

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

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