Amendment to the
                Amended and Restated By-Laws as of June 28, 1990
                                     by the
                              Board of Directors of

                               NL Industries, Inc.




     Effective December 8, 2003, the board of directors of NL Industries,  Inc.,
a New Jersey corporation (the "Corporation"), adopted the following amendment to
the amended and restated by-laws of Corporation as of June 28, 1990.

     Section 3.1 of the  Corporation's  by-laws (as amended as of June 28, 1990)
is amended to read in its entirety as follows:

     3.1 - Number,  Election and Terms. Except as otherwise fixed by or pursuant
to the provisions of Article IV of the Certificate relating to the rights of the
holders  of  Preferred  Stock  or  any  other  class  of  capital  stock  of the
Corporation  (other  than  Common  Stock) or any series of any of the  foregoing
which is then outstanding,  the number of the directors of the Corporation shall
be not less  than one nor more  than 17  persons.  Additional  directors  may be
elected  by the  holders  of  shares  of a  series  of  Preferred  Stock  in the
circumstances  set forth in Article IV of the  Certificate  or any resolution or
resolutions  providing for the issuance of such series of shares  adopted by the
Board of Directors. The exact number of directors within the minimum and maximum
limitations  specified in this section and the  Certificate  shall be fixed from
time to time,  (i) except as provided in (ii) below,  by the Board of  Directors
pursuant to a resolution  adopted by a majority of the entire Board of Directors
or (ii) by the  shareholders  pursuant to a resolution  adopted by a majority of
the  shareholders  of the  Corporation  entitled  to vote  for the  election  of
directors.

Executed:  December 8, 2003.

                                                          NL Industries, Inc.




By:  /s/ Robert D. Graham
Robert D. Graham, Secretary