UNITED STATES 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 the earliest event reported) September 3, 2004 NL Industries, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-640 13-5267260 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 5430 LBJ Freeway, Suite 1700 Dallas, Texas 75240-2697 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972) 233-1700 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 3, 2004, certain subsidiaries of Kronos Worldwide, Inc. ("Kronos"), which is a subsidiary of NL Industries, Inc., entered into the First Amendment Agreement Relating To A Facility Agreement dated June 25, 2002 (the "Amendment"). The Amendment added two wholly owned indirect subsidiaries of Kronos as additional borrowers under Kronos' euro 80 million European revolving credit facility, a copy of which can be found as Exhibit No. 10.1 to the Quarterly Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for the quarter ended June 30, 2002. 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 hereunto duly authorized. NL Industries, Inc (Registrant) By:/s/ Robert D. Graham ---------------------------- Robert D. Graham Vice President, General Counsel and Secretary Date: September 7, 2004