UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 5
               ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

( ) Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instructions 1(b).

1.   Name and Address of Reporting Person: David B. Garten, 16825 Northchase
     Dr., Suite 1200, Houston, TX 77060
2.   Issuer Name and Ticker or Trading Symbol: NL Industries, Inc. (NL)
3.   IRS or Social Security Number of Reporting Person, if an entity
     (Voluntary):
4.   Statement for Month/Day/Year: February 11, 2003
5.   If Amendment, Date of Original (Month/Day/Year):
6.   Relationship of Reporting Person(s) to Issuer (Check all applicable): ( )
     Director ( ) 10% Owner ( X ) Officer (give title below) ( ) Other (specify
     below) Vice President, Secretary and General Counsel
7.   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

LINE ONE:

1.   Title of Security (Instr. 3): Common Stock
2.   Transaction Date (Month/Day/Year): December 31, 2002
2A.  Deemed Execution Date if any (Month/Day/Year):
3.   Transaction Code (Instr. 8): Code G   V N/A
4.   Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5):
     Amount   1,500         (A) or (D)   (D)            Price
5.   Amount of Securities Beneficially Owned Following Reported Transaction(s)
     (Instr. 3 and 4): 20,835
6.   Ownership Form: Direct (D) or Indirect (I) (Instr. 4): D
7.   Nature of Indirect Beneficial Ownership (Instr. 4):


TABLE II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)


1.   Title of Derivative Security (Instr.3):

2.   Conversion or Exercise Price of Derivative Security:

3.   Transaction Date (Month/Day/Year):

3A.  Deemed Execution Date, if any (Month/Day/Year):

4.   Transaction Code (Instr. 8)   Code:                  V:

5.   Number of Derivative Securities Acquired (A) or Disposed of (D)
     (Instr. 3, 4 and 5) (A): (D):

6.   Date Exerciseable and Expiration Date (Month/Day/Year)
     Date Exercisable:               Expiration Date:

7.   Title and Amount of Underlying Securities (Instr. 3 and 4)
     Title:
     Amount or Number of Shares

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):



Explanation of Responses:





**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, on of which must be manually signed. If
space is insufficient, see Instruction 6 for procedure