FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SIMMONS HAROLD C 		2. Issuer Name and Ticker or Trading Symbol

NL INDUSTRIES INC [ NL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

5430 LBJ FREEWAY, SUITE 1700 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2012
(Street)

DALLAS, TX 75240
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, $0.01 par value per share   12/20/2012     J (1)    222100   D   (1) 0   I   by TFMC   (2)
Common stock, $0.01 par value per share                  1054607   D  
 
Common stock, $0.01 par value per share                  426601   I   By Spouse   (3)
Common stock, $0.01 par value per share                  40387531   I   By Valhi   (4)
Common stock, $0.01 par value per share                  2000   I   By Kronos   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  See Exhibit 99.1 - Description of Transaction
( 2)  Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.
( 3)  Directly held by Annette C. Simmons. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.
( 4)  Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.
( 5)  Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.

Remarks:
Exhibit Index:
Exhibit 99.1 Description of Transaction
Exhibit 99.2 - Additional Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SIMMONS HAROLD C
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TX 75240 		X X Chairman of the Board

Signatures
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 12/21/2012
** Signature of Reporting Person Date

A. Andrew R. Louis, Attorney-in-fact, for Contran Corporation 12/21/2012
** Signature of Reporting Person Date

A. Andrew R. Louis, Attorney-in-fact, for Dixie Rice Agriculture Corporation, Inc. 12/21/2012
** Signature of Reporting Person Date

A. Andrew R. Louis, Attorney-in-fact, for Valhi Holding Company 12/21/2012
** Signature of Reporting Person Date

A. Andrew R. Louis, Attorney-in-fact, for Valhi, Inc. 12/21/2012
** Signature of Reporting Person Date

A. Andrew R. Louis, Attorney-in-fact, for Kronos Worldwide, Inc. 12/21/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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