As filed with the Securities and Exchange Commission on October 19, 2006 Registration No. 033-48145 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- NL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) New Jersey 13-5267260 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas 75240-2697 (Address of principal (Zip Code) executive offices) -------------------- NL INDUSTRIES, INC. 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) -------------------- A. Andrew R. Louis, Esq. Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas 75240-2697 (972) 233-1700 (Name, address and telephone number including area code of agent for service) ================================================================================ DEREGISTRATION There are no outstanding stock options or other rights issued under the NL Industries, Inc. 1992 Non-Employee Director Stock Option Plan (the "Plan") and the Plan has terminated according to its terms. Accordingly, the registrant hereby deregisters any and all shares of the registrant's common stock, par value $0.125 per share, registered pursuant to this registration statement that will never be issued or sold under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, Texas on October 19, 2006. NL INDUSTRIES, INC. By: /s/ Gregory M. Swalwell --------------------------- Gregory M. Swalwell Vice President, Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date -------------------- ----------------- ---------------- /s/ Harold C. Simmons Chairman of the Board and Chief October 19, 2006 ----------------------- Executive Officer Harold C. Simmons (Principal Executive Officer) /s/ Gregory M. Swalwell Vice President, Finance and October 19, 2006 ----------------------- Chief Financial Officer Gregory M. Swalwell (Principal Financial Officer) /s/ Tim C. Hafer Vice President and Controller October 19, 2006 ----------------------- (Principal Accounting Officer) Tim C. Hafer /s/ Glenn R. Simmons Director October 19, 2006 ----------------------- Glenn R. Simmons /s/Cecil H. Moore, Jr. Director October 19, 2006 ----------------------- Cecil H. Moore, Jr. /s/ Thomas P. Stafford Director October 19, 2006 ----------------------- Thomas P. Stafford /s/ Steven L. Watson Director October 19, 2006 ----------------------- Steven L. Watson /s/ Terry N. Worrell Director October 19, 2006 ----------------------- Terry N. Worrell