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): June 28, 2002


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



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



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



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


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




Item 5.     Other Events.


     On June 28, 2002, 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 June 28, 2002.



                        *      *      *      *      *



                                   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/Robert D. Hardy
                                          Robert D. Hardy
                                          Vice   President,   Chief  Financial
                                          Officer & Controller


Dated: June 28, 2002