EXHIBIT 10.22





                      AMENDMENT NO. 1 TO OFFTAKE AGREEMENT


          AMENDMENT dated as of December 20, 1995 between KRONOS LOUISIANA, INC.
("Kronos Louisiana") and LOUISIANA PIGMENT COMPANY, L.P. (the "Joint Venture").


                              W I T N E S S E T H :


          WHEREAS, the parties hereto have heretofore entered into an Offtake
Agreement dated as of October 18, 1993 (the "Agreement"); and

          WHEREAS, the parties hereto desire to amend the Agreement to provide
for one or more prepayments of Tranche B Facility (as defined in the Agreement)
by Kronos Louisiana.

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1.     Definitions; References.  Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement.  Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.

          SECTION 2.     Amendment of Article 1 of the Agreement.  Article 1
(Definitions) of the Agreement is hereby amended by:

          (a) adding the following new definitions in alphabetical order:

          "Kronos Loan Costs"  shall mean, for any period, the aggregate of
principal, interest and other payments payable during such period by the Joint
Venture under any Kronos Partner Note.

          "Kronos Partner Note" shall have the meaning ascribed to such term in
Section 1.01 of the Joint Venture Agreement.
          "Tioxide Partner Note" shall have the meaning ascribed to such term in
Section 1.01 of the Joint Venture Agreement.

          (b)  amending the first sentence of the definition of "Fixed Operating
Costs" by adding at the end thereof the phrase "or any Tioxide Partner Note or
any Kronos Partner Note".

          (c) amending the last sentence of the definition of "Fixed Operating
Costs" by adding at the end thereof the phrase "and Kronos Loan Costs."

          (d) amending the proviso beginning on the fifth line of the definition
of "Principal Repayment Amount" to read as follows:

          "provided, however, such amount shall be calculated as if all payments
under this Agreement in respect of principal of the Tranche B Facility and all
proceeds of any Kronos Partner Note were applied to reduce such principal,
without regard to whether so applied."

          SECTION 3.  Amendment of Section 6.1 of the Agreement.  Section 6.1 of
the Agreement is hereby amended by adding the phrase ", Kronos Loan Costs" in
front of the phrase "and Variable Costs" in clause (ii) of such Section.

          SECTION 4.  Amendment of Section 6.2 of the Agreement.  Section 6.2 of
the Agreement is hereby amended by adding the following proviso at the end of
such section: "provided, however, that all payments with respect to Kronos Loan
Costs shall be made pursuant to Section 6.9 below".

          SECTION 5.  Amendment of Section 6.9 of the Agreement.  A new section
6.9 is hereby added to the Agreement to read in its entirety as follows:  

          "6.9.  Kronos Louisiana agrees to make full payment by wire
     transfer to the Joint Venture of the Kronos Loan Costs payable on any
     date on or before such date or, instead of making any such payments by
     wire transfer, upon written notice to the Joint Venture and to Tioxide
     Americas not less than three (3) business days prior to such date,
     such amounts may be set-off on such date directly by Kronos Louisiana
     and the indebtedness evidenced by the Kronos Partner Note(s) shall be
     deemed satisfied as of such date to the extent of such set-off."

          SECTION 6.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 7.  Counterparts.  This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.



                         KRONOS LOUISIANA, INC.


                         By:  /s/ Susan E. Alderton  
                              Title: Vice President



                         LOUISIANA PIGMENT COMPANY, L.P.

                         By:  KRONOS LOUISIANA, INC.,
                              its general partner


                         By:  /s/ Susan E. Alderton    
                              Title: Vice President


                         By:  TIOXIDE AMERICAS INC.,
                              its general partner


                         By:  /s/ John Collingwood    
                              Title: President & CEO