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NL INDUSTRIES INC Director's Dealing 2004

May 24, 2004

33327_dirs_2004-05-24_2eb8b454-d936-4251-b9e1-1c3bacf60ddc.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NL INDUSTRIES INC (NL)
CIK: 0000072162
Period of Report: 2004-05-20

Reporting Person: SIMMONS HAROLD C (Director, Chairman of the Board and CEO, 10% Owner)
Reporting Person: TIMET FINANCE MANAGEMENT CO (10% Owner)
Reporting Person: TITANIUM METALS CORP (10% Owner)
Reporting Person: TREMONT LLC (10% Owner)
Reporting Person: VALHI INC /DE/ (10% Owner)
Reporting Person: NATIONAL CITY LINES INC (10% Owner)
Reporting Person: NOA INC (10% Owner)
Reporting Person: DIXIE RICE AGRICULTURE CORP INC (10% Owner)
Reporting Person: SOUTHWEST LOUISIANA LAND CO INC (10% Owner)
Reporting Person: CONTRAN CORP (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-05-20 Common Stock, $0.125 par value A 1000 Acquired 24800 Direct
2004-05-21 Common Stock, $0.125 par value J 17000 $11.4176 Acquired 202100 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $0.125 par value 30135390 Indirect
Common Stock, $0.125 par value 10215541 Indirect
Common Stock, $0.125 par value 69475 Indirect

Footnotes

F1: Shares issued for no cash consideration to directors under the NL Industries, Inc. 1998 Long-Term Incentive Plan.

F2: Directly held by Valhi, Inc. See the Additional Information filed as an exhibit to this statement for a description of the
relationships among the persons joining in this filing.

F3: Directly held by Tremont LLC. See the Additional Information filed as an exhibit to this statement for a description of the
relationships among the persons joining in this filing.

F4: Mr. Harold C. Simmon's spouse directly holds 69,475 shares of the common stock of the issuer. Mr. Simmons disclaims
beneficial ownership of the shares of the issuer's common stock that his spouse owns.

F5: Open market purchase by TIMET Finance Management Company. See the Additional Information filed as an exhibit to this
statement for a description of the relationships among the persons joining in this filing.

F6: Directly held by TIMET Finance Management Company. See the Additional Information filed as an exhibit to this statement for
a description of the relationships among the persons joining in this filing.