NL INDUSTRIES INC — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NL INDUSTRIES INC (NL)
CIK: 0000072162
Period of Report: 2012-05-24

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
2012-05-24	Common stock $0.125 par value	J	210	$12.35	Acquired	419601	Indirect
2012-05-24	Common stock $0.125 par value	J	1000	$12.37	Acquired	420601	Indirect
2012-05-24	Common stock $0.125 par value	J	1000	$12.49	Acquired	421601	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock $0.125 par value	1054607	Direct
Common stock $0.125 par value	40387531	Indirect
Common stock $0.125 par value	222100	Indirect
Common stock $0.125 par value	2000	Indirect

Footnotes

F1: Open market purchase by the reporting person's spouse. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.

F2: Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.

F3: Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

F4: Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

F5: Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.