NL INDUSTRIES INC — Director's Dealing 2005

Jan 31, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NL INDUSTRIES INC (NL)
CIK: 0000072162
Period of Report: 2005-01-31

Reporting Person: SIMMONS HAROLD C (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock	M	2000	$5.8125	Acquired	26800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-31	Non-Qualified Stock Option (right to buy)	$5.8125	M	2000	Disposed	2005-02-01	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40350931	Indirect
Common Stock	222100	Indirect
Common Stock	69475	Indirect

Footnotes

F1: Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the
relationships amoung the persons joining in the filing.

F2: Directly held by TIMET Finance Management Company ("TFMC"). See the Additional Information filed as Exhibit 99 to this
statement for a description of the relationships amoung the persons joining in the filing.

F3: The reporting person disclaims beneficial ownership of the the shares of the issuer's common stock that his spouse owns.

F4: Granted pursuant to the NL Industries, Inc. 1998 Long-Term Incentive Plan.