SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                FORM 10-K / A-1


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 - For the fiscal year ended December 31, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                          Commission file number 1-640

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

             New Jersey                                    13-5267260
- --------------------------------------                -------------------
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                       Identification No.)

16825 Northchase Drive, Suite 1200, Houston, Texas        77060-2544
- --------------------------------------------------    -------------------
   (Address of principal executive offices)               (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
     Title of each class                         which registered
- ------------------------------               --------------------------
Common stock ($.125 par value)               New York Stock Exchange
                                             Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.       Yes X       No

Indicate by check mark if  disclosure of  delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein,  and will not be contained,  to
the  best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this  Form 10-K or any
amendment to this Form 10-K.  [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant at March 14, 2002 approximated $137 million.

There were 48,820,984 shares of common stock outstanding at March 14, 2002.

                     Documents incorporated by reference:

The  information  required by Part III is  incorporated  by  reference  from the
Registrant's  definitive  proxy  statement to be filed with the  Securities  and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.





The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  2001 as set forth  below  and in the pages  attached
hereto:

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K.
         ---------------------------------------------------------

         Exhibit No. 99.1,  Annual Report of NL  Industries,  Inc.  Retirement
         Savings  Plan on Form  11-K  for the year  ended  December  31,  2001
         (filed as an  amendment  to the  Registrant's  Annual  Report on Form
         10-K for the year ended December 31, 2001).






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



                                              NL INDUSTRIES, INC.
                                         -----------------------------
                                               (Registrant)



Dated:  June 28, 2002              By:   /s/ Robert D. Hardy
                                         -----------------------------
                                         Robert D. Hardy
                                         Vice President, Chief Financial Officer