NL INDUSTRIES INC
8-K, 1998-07-07
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): July 2, 1998


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



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



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



Registrant's telephone number, including area code   (281) 423-3300
                                                     -------------- 

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




<PAGE>


Item 5.           Other Events.


         On July 2,  1998,  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 July 2, 1998.



                              *      *      *      *      *




                                        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/ David B. Garten
                                                      ------------------------
                                                      David B. Garten
                                                      Vice President, Secretary
                                                      & General Counsel



Dated: July 7, 1998



                                                            Dennis G. Newkirk
                                                               (281) 423-3332


                                                                EXHIBIT  99.1


FOR IMMEDIATE RELEASE



             NL INDUSTRIES, INC. ANNOUNCES COMPLETION OF SETTLEMENT
                             OF SHAREHOLDER LAWSUIT



HOUSTON, TEXAS -- July 2, 1998 -- NL Industries,  Inc. (NYSE:NL) announced today
that NL and Valhi, Inc. have completed the previously  reported  settlement of a
shareholder  derivative action (Seinfeld v. Simmons, et al) which was pending in
the Chancery Division of the New Jersey Superior Court.  Under the final,  court
approved  settlement,  Valhi has transferred $14.4 million in cash to NL, and NL
will pay plaintiffs' attorneys' fees and expenses of $3.2 million.

NL  Industries,  Inc. is a major  international  producer  of  titanium  dioxide
pigments.


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