You are cordially invited to attend the 2008 Annual Meeting2011 annual meeting of Shareholdersshareholders of NL Industries, Inc., which will be held on Wednesday, May 21, 2008,18, 2011, at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas.  The matters to be acted upon at the meeting are described in the attached Noticenotice of Annual Meetingannual meeting of Shareholdersshareholders and Proxy Statement.proxy statement.

Whether or not you plan to attend the meeting, please complete, date, sign and return the enclosedcast your vote as instructed on your proxy card or voting instruction form in the accompanying envelopenotice of internet availability of proxy materials as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.  Your vote, whether given by proxy or in person at the meeting, will be held in confidence by the inspector of election as provided in our by-laws.

The 2008 Annual Meeting2011 annual meeting of Shareholdersshareholders of NL Industries, Inc. will be held on Wednesday, May 21, 2008,18, 2011, at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas, for the following purposes:

The close of business on March 31, 20082011 has been set as the record date for the meeting.  Only holders of our common stock at the close of business on the record date are entitled to notice of, and to vote at, the meeting.  A complete list of shareholders entitled to vote at the meeting will be available for examination during normal business hours by any of our shareholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.

You are cordially invited to attend the meeting.  Whether or not you plan to attend the meeting, please complete, date and signcast your vote as instructed on the accompanying proxy card or voting instruction formnotice of internet availability of proxy materials as promptly as possible to ensure that your shares are represented and return it promptlyvoted in the enclosed envelope.  If you choose, you may still vote in person at the meeting even though you previously submittedaccordance with your proxy card.wishes.

All of the nominees are currently members of our board of directors whose terms will expire at the 2011 annual meeting.  All of the nominees have agreed to serve if elected.  If any nominee is not available for election at the meeting, allyour shares represented by a proxy card will be voted FOR an alternate nominee to be selected by the board of directors, unless the shareholder executing such proxy card withholdsyou withhold authority to vote for such unavailable nominee.  The board of directors believes that all of its nominees will be available for election at the meeting and will serve if elected.

Set forth below is certain information relating to our executive officers.  Each executive officer serves at the pleasure of the board of directors.  Biographical information with respect to Harold C. Simmons is set forth under the Nominees for Director subsection above.

In determining that Mr. Worrell has no material relationship with us other than serving as our director, the board of directors considered the following relationship.

The board of directors has established and delegated authority to two standing committees, which are described below.  The board of directors is expected to elect the members of the standing committees at the board of directors annual meeting immediately following the annual shareholder meeting.  The board of directors has previously established, and from time to time may establish, other committees to assist it in the discharge of its responsibilities.

No member of our audit committee serves on more than three public company audit committees.  For further information on the role of our audit committee, see the Audit Committee Report in this proxy statement.  The current members of our audit committee are Thomas P. Stafford (chairman), Cecil H. Moore, Jr. and Terry N. Worrell.  Our audit committee held seven meetings in 2007.2010.

As discussed above, the board of directors has determined that each member of our management development and compensation committee is independent by applying the NYSE director independence standards (without additional categorical standards).  In certain instances under our 1998 Long-Term Incentive Plan, a plan allowing for grants of cash or equity performance awards, the management development and compensation committee may delegate its authority to administer this plan to certain individuals, which delegation authority the committee has not utilized.  With respect to the role of our executive officers in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this proxy statement.  With respect to director compensation, our executive officers make recommendations on such compensation directly to our board of directors for its consideration without involving the management development and compensation committee.  The current members of our management development and compensation committee are Thomas P. Stafford (chairman) and Terry N. Worrell.  Our management development and compensation committee held one meeting in 2007.2010.

The board of directors will consider the director nominee recommendations of our shareholders.  The boardshareholders in accordance with the process discussed above.  Our by-laws require that a nomination set forth the name and address of directors has no specific minimum qualifications for director candidates.  The boardthe nominating shareholder, a representation that the shareholder will be a shareholder of directors will considerrecord entitled to vote at the annual shareholder meeting and intends to appear in person or by proxy at the meeting to nominate the nominee, a potential director nominee’s abilitydescription of all arrangements or understandings between the shareholder and the nominee (or other persons pursuant to satisfywhich the need, if any, for anynomination is to be made), such other information regarding the nominee as would be required expertise on the board of directors or one of its committees.  Historically, our management has recommended director nomineesto be included in a proxy statement filed pursuant to the boardproxy rules of directors.  Because under the NYSE listing standards we may be deemedSEC and the consent of the nominee to serve as a director if elected.

For proposals or director nominations to be a controlled company,brought at the board2012 annual meeting of directors believesshareholders but not included in the proxy statement for such meeting, our by-laws require that additional policiesthe proposal or procedures with regardnomination must be delivered or mailed to the consideration of director candidates recommended by its shareholders are not appropriate.

Complaints or concerns regarding accounting, internal accounting controls and auditing matters, which may be made anonymously, should be sent to the attention of our general counsel with a copy to our chief financial officer at the same address as our corporate secretary.  These complaints or concerns will be forwarded to the chairman of our audit committee.  We will keep these complaints or concerns confidential and anonymous, to the extent feasible, subject to applicable law.  Information contained in such a complaint or concern may be summarized, abstracted and aggregated for purposes of analysis and investigation.

We believe the cost of the services received under our ISA with Contran, after considering the quality of the services received, is fair to us and is no less favorable to us than we could otherwise obtain from an unrelated third party for comparable services, based solely on our collective business judgment and experience without performing any independent market research.

In the last quarter of the prior year and the early part of each current year, Contran’s senior management, including certain of our named executive officers, estimatedestimates the numberpercentage of hours (out of a standard 2,080-hour year)time that each Contran employee, including our named executive officers, wasis expected to devote in such currentthe upcoming year to Contran and its subsidiaries, including us.  Contran’s senior management then allocatedallocates Contran’s cost of employing each of its employees among Contran and its various subsidiaries based on the ratio of thesuch estimated hours of service devoted to each company and the total number of standard hours in the year.  Thepercentages.  Contran’s aggregate cost of employing each officer’s services that is allocated for 2006 and 2007 was the sum of the following:its employees comprises:

In the first quarter of each year, the proposed chargescharge for that year under these ISAs wereour ISA with Contran was presented to the respectiveour management development and compensation committees of CompX, Kronos Worldwidecommittee, and us to determine whether the committee wouldconsidered whether to recommend that itsour board of directors approve the applicable ISA charges.  Duringcharge.  Among other things during such presentations, eachpresentation, the committee was informed of:

In determining whether to recommend that the board of directors approve the proposed ISA fee, the management development and compensation committee considers the three elements of Contran’s cost of employing the personnel who provide services to us, including the cost of employing our named executive officers, in the aggregate and not individually.  After considering the information contained in such presentations, and following further discussion and review, theour management development and compensation committee of each of CompX, Kronos Worldwide and us recommended that their respective boardsour board of directors approve the proposed ISA fee after concluding that:

Based on the recommendation of our management development and compensation committee, as well as the concurrence of the applicable company.

For financial reporting and income tax purposes, the ISA fees arefee is expensed as incurred on a quarterly basis.  Contran has implemented a limit of $1.0 million on any individual’s charge to a publicly held company in order to enhance the deductibility by the company of the charge for tax purposes under Section 162(m) of the Internal Revenue Code of 1986, if such section were somehow to be deemed applicable.  Section 162(m) generally disallows a tax deduction to publicly held companies for non-performance based compensation over $1.0 million paid to the company’s chief executive officer and four other most highly compensated executive officers.  Because of this policy, the portion of the aggregate ISA fee we, Kronos and CompX each paid to Contran in each of the last three years that was attributable to the services of Harold C. Simmons was limited to such $1.0 million amount.

The following individuals, in the capacities indicated, hereby submit the foregoing report.

As discussed in footnote 2 to the 20072010 Grants of Plan-Based Awards table,Table, on the day of each annual shareholder meeting, each of our directors elected on that date receives a grant of shares of our common stock as determined by the closing price of a share of our common stock on the date of such meeting.  The following table provides information with respect to compensation certain of our directors earned or received for their 20072010 director services provided to us.

Section 16(a) of the Securities Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership with the SEC, the NYSE and us.  Based solely on the review of the copies of such forms and representations by certain reporting persons, we believe that for 20072010 our executive officers, directors and 10% shareholders, other than Harold C. Simmons, complied with all applicable filing requirements under section 16(a), except that Gen. Thomas P. Stafford.  Due to an unintentional oversight by our staff, Mr. Simmons filed on February 29, 2008 aone Form 4 after the required filing date reporting a sale of shares of our common stock on September 30, 2004 and Harold C. Simmons filed on February 28, 2008 a Form 4 after the required filing date reporting a purchase of shares of our common stock on November 26, 2007.one late transaction.

Our executive officers are responsible for applying this policy to related parties.  No specific procedures are in place, however, that govern the treatment of transactions among us and our related entities, although we and such entities may implement specific procedures as appropriate for particular transactions.  Provided, in our judgment, the standard set forth in the code of business conduct and ethics is satisfied, we believe, given the number of companies affiliated with Contran, that related party transactions with our affiliates, in many instances (such as achieving economies of scale), are in our best interest.  In certain instances, our executive officers may seek the approval or ratification of such transactions by our independent directors, but there is no quantified threshold for seeking this approval.

We periodically consider, review and evaluate and understand that Contran and related entities periodically consider, review and evaluate such transactions.  Depending upon the business, tax and other objectives then relevant and restrictions under indentures and other agreements, it is possible that we might be a party to one or more of such transactions in the future.  In connection with these activities, we may consider issuing additional equity securities or incurring additional indebtedness.  Our acquisition activities have in the past and may in the future include participation in acquisition or restructuring activities conducted by other companies that may be deemed to be related to Harold C. Simmons.

Certain directors or executive officers of CompX, Contran, Keystone, Kronos Worldwide, TIMET or Valhi also serve as our directors or executive officers.  Such relationships may lead to possible conflicts of interest.  These possible conflicts of interest may arise under circumstances in which such companies may have adverse interests. In such an event, we implement such procedures as appropriate for the particular transaction.

The following table sets forth the fees paid by us, and our subsidiaries or Kronos Worldwide to Contran in 20072010 and the amount anticipated to be paid to Contran in 20082011 for services Contran provided us, or our subsidiaries or Kronos Worldwide under the various ISAs.ISAs, including the services of all or our named executive officers.