NL INDUSTRIES INC
8-K, 1995-02-02
INDUSTRIAL INORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                     ______


                                    FORM 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 30, 1995


                       NL INDUSTRIES, INC.                       
  (Exact name of registrant as specified in charter)



New Jersey                       1-640                 13-5267260
(State or other jurisdiction (Commission File No.) (Employer ID No.)
of incorporation) 




16825 Northchase Dr., Suite 1200, Houston, Texas           77060
(Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code (713) 423-3300


                          Not Applicable                         
 (Former name or former address, if changed since last report)






ITEM 5.   OTHER EVENTS.


     On January 30, 1995, the Registrant issued the press release attached
hereto as Exhibit 99.1 and incorporated herein in its entirety by this
reference.




ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (C)  EXHIBITS

          (i)  Exhibit 99.1.  Press Release dated January 30, 1995.



                         *      *      *      *      *  




                                    SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   NL INDUSTRIES, INC.
                                   (Registrant)



                                   /s/ Dennis G. Newkirk      
                                   Dennis G. Newkirk
                                   Vice President & Controller







Dated: February 2, 1995






                                                            Dennis G. Newkirk   
                                                               (713) 423-3332   

                                                               EXHIBIT 99.1







FOR IMMEDIATE RELEASE


               NL REPORTS FIRST PROFITABLE QUARTER IN THREE YEARS


HOUSTON, TEXAS -- January 30, 1995 -- NL Industries, Inc. (NYSE:NL) returned to
profitability with net income for the fourth quarter of 1994 of $2.5 million, or
$.05 per share, on sales of $224 million compared to a net loss in the fourth
quarter of 1993 of $49.6 million, or $.97 per share, on sales of $183 million. 
NL's net loss for 1994 was $24.0 million, or $.47 per share, on sales of $888
million.  J. Landis Martin, President and CEO, stated, "After incurring losses
for the previous twelve quarters, we are pleased with NL's return to
profitability in the fourth quarter of 1994.  We expect 1995 to be profitable
with anticipated improvements in titanium dioxide pigments prices and demand." 
The improvement in NL's results was driven by higher prices and strong
production and sales volumes for titanium dioxide pigments ("TiO2").  The 1993
fourth quarter results include an extraordinary loss of $27.8 million related to
early extinguishment of debt.  

Operating income of Kronos' TiO2 business in 1994 was $80.5 million, an increase
of $44.4 million over 1993.  Kronos' operating income in the fourth quarter of
1994 of $28.7 million was $22.9 million higher than 1993.  Average TiO2 selling
prices in the quarter were 6% higher than the fourth quarter of 1993 and 3%
higher than the third quarter of 1994.  Average TiO2 prices at year-end 1994
were 10% above the low point reached in 1993.  Kronos' fourth quarter sales
volumes increased 13% over 1993.

Rheox's operating income rose 17% on higher volumes and lower costs.  Lower debt
and lower average interest rates also contributed to NL's improved results. 

Income taxes for the fourth quarter of 1994 include a $5 million benefit
resulting from the final settlement of certain U.S. income tax examinations.

NL also announced that it will spend approximately $25 million in capital
expenditures for a debottlenecking project at its Leverkusen, Germany chloride
process TiO2 facility.  The 20,000 metric ton expansion project is expected to
increase NL's annual attainable TiO2 production capacity to approximately
400,000 metric tons in 1997.

NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.
                               NL INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In millions, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                        Quarters ended              Years ended
                                                         December 31,              December 31,   
                                                        1993         1994         1993           1994
<S>                                                        <C>         <C>           <C>             <C>
Net sales:

  Kronos                                                   $157.7      $195.3        $ 697.0         $770.1
  Rheox                                                      25.6        28.5          108.3          117.9

                                                           $183.3      $223.8        $ 805.3         $888.0

Operating income:
  Kronos                                                   $  5.8      $ 28.7        $  36.1         $ 80.5
  Rheox                                                       5.6         7.0           26.3           30.8

    Operating income                                         11.4        35.7           62.4          111.3

General corporate income (expense):
  Securities earnings                                         2.8         1.8            8.5            3.9
  Expenses, net                                             (12.4)      (16.3)         (41.6)         (44.7)
  Interest expense                                          (23.2)      (20.9)         (99.1)         (83.9)

    Income (loss) before income taxes                       (21.4)         .3          (69.8)         (13.4)

Income tax benefit (expense)                                 (1.4)        2.4          (12.7)          (9.8)

Minority interest                                             (.2)        (.2)           (.7)           (.8)

    Income (loss) before extraordinary
     item and cumulative effect of
     change in accounting principle                         (23.0)        2.5          (83.2)         (24.0)

Extraordinary item                                          (27.8)         -           (27.8)            - 
Cumulative effect of change in
 accounting principle                                         1.2          -             1.2             - 

    Net income (loss)                                      $(49.6)     $  2.5        $(109.8)        $(24.0)

Per share of common stock:
  Before extraordinary item and
   cumulative effect of change
   in accounting principle                                 $ (.44)     $  .05        $ (1.63)        $ (.47)
  Extraordinary item                                         (.55)        -             (.55)           -  
  Cumulative effect of change
   in accounting principle                                    .02         -              .02            -  

    Net income (loss)                                      $ (.97)     $  .05        $ (2.16)        $ (.47)

Weighted average common shares
 outstanding                                                 50.9        51.0           50.9           51.0
</TABLE>



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