SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K / A


X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 (Fee Required) - For the fiscal year ended December 31, 1994
                                       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       
   (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:   (713) 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 Stock 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 

As of February 28, 1995, 51,052,443 shares of common stock were outstanding. 
The aggregate market value of the 15,091,253 shares of voting stock held by
nonaffiliates as of such date approximated $179 million.

                      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 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, 1994 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 Savings Plan for Employees of NL
        Industries, Inc. on Form 11-K for the year ended December 31, 1994
        (filed as an amendment to the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1994).

     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 27, 1995              By:  /s/ Dennis G. Newkirk         
                                        Dennis G. Newkirk
                                         Vice President
                                         and Controller