SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





For the quarter ended   September 30, 2005       Commission file number 1-31763
                     ---------------------                              -------




                                  KRONOS WORLDWIDE, INC.
-------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)




           Delaware                                             76-0294959
-------------------------------                            --------------------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                            Identification No.)


            5430 LBJ Freeway, Suite 1700, Dallas, Texas  75240-2697
-------------------------------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)



Registrant's telephone number, including area code:             (972) 233-1700
                                                                ---------------




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X  No
                     ---   ---



Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X  No
                                                                  ---   ---

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes    No X
                                    ---   ---

Number of shares of the  Registrant's  common stock  outstanding  on October 31,
2005: 48,949,549.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                            Page
                                                                          number

Part I.       FINANCIAL INFORMATION

  Item 1.     Financial Statements

              Consolidated Balance Sheets -
               December 31, 2004; September 30, 2005 (Unaudited)              3

              Consolidated Statements of Income -
               Three months and nine months ended
                September 30, 2004 and 2005 (Unaudited)                       5

              Consolidated Statements of Comprehensive Income -
               Nine months ended September 30, 2004 and 2005 (Unaudited)      6

              Consolidated Statement of Stockholders' Equity -
               Nine months ended September 30, 2005 (Unaudited)               7

              Consolidated Statements of Cash Flows -
               Nine months ended September 30, 2004 and 2005 (Unaudited)      8

              Notes to Consolidated Financial Statements (Unaudited)         10

  Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                           18

  Item 4.     Controls and Procedures                                        28

Part II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                              30

  Item 6.     Exhibits                                                       30


                                      - 2 -


                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
<TABLE>


               ASSETS                                           December 31,       September 30,
                                                                   2004                2005
                                                               -------------      --------------
                                                                                    (Unaudited)
 Current assets:
<S>                                                            <C>                  <C>
   Cash and cash equivalents                                   $    60,790          $   62,915
   Restricted cash                                                   1,529                 915
   Accounts and other receivables                                  190,319             199,304
   Refundable income taxes                                           3,272                 866
   Receivable from affiliates                                           16                   -
   Inventories                                                     233,858             251,445
   Prepaid expenses and other                                        4,529               7,280
   Deferred income taxes                                             1,205               4,299
                                                               -----------          ----------

       Total current assets                                        495,518             527,024
                                                               -----------          ----------

 Other assets:
   Investment in TiO2 manufacturing joint venture                  120,251             115,151
   Deferred income taxes                                           238,284             178,553
   Other                                                            32,340              27,550
                                                               -----------          ----------

       Total other assets                                          390,875             321,254
                                                               -----------          ----------

 Property and equipment:
   Land                                                             35,511              32,140
   Buildings                                                       196,983             183,976
   Equipment                                                       857,714             787,043
   Mining properties                                                71,980              66,607
   Construction in progress                                         16,753              22,577
                                                               -----------          ----------
                                                                 1,178,941           1,092,343
   Less accumulated depreciation and amortization                  712,051             677,913
                                                               -----------          ----------

       Net property and equipment                                  466,890             414,430
                                                               -----------          ----------

                                                               $ 1,353,283          $1,262,708
                                                               ===========          ==========
</TABLE>


                                      - 3 -





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

    LIABILITIES AND STOCKHOLDERS' EQUITY                        December 31,       September 30,
                                                                   2004                2005
                                                               -------------      --------------
                                                                                    (Unaudited)
 Current liabilities:
<S>                                                            <C>                  <C>
   Current maturities of long-term debt                        $   13,792           $      158
   Accounts payable and accrued liabilities                       170,009              168,711
   Payable to affiliates                                            9,231               10,651
   Income taxes                                                    17,129               13,486
   Deferred income taxes                                            2,722                  906
                                                               -----------          ----------

       Total current liabilities                                  212,883              193,912
                                                               -----------          ----------


 Noncurrent liabilities:
   Long-term debt                                                 519,403              457,620
   Deferred income taxes                                           60,081               58,335
   Accrued pension costs                                           61,300               55,468
   Accrued postretirement benefits costs                           11,288               10,742
   Other                                                           17,407               13,425
                                                               -----------          ----------

       Total noncurrent liabilities                               669,479              595,590
                                                               -----------          ----------

 Minority interest                                                     76                   73
                                                               -----------          ----------


 Stockholders' equity:
   Common stock                                                       489                  489
   Additional paid-in capital                                   1,060,643            1,061,540
   Retained deficit                                              (463,352)            (437,846)
   Accumulated other comprehensive loss:
     Currency translation                                         (88,181)            (112,296)
     Pension liabilities                                          (38,754)             (38,754)
                                                               -----------          ----------

       Total stockholders' equity                                 470,845              473,133
                                                               -----------          ----------

                                                               $1,353,283           $1,262,708
                                                               ===========          ==========
</TABLE>



Commitments and contingencies (Notes 10 and 12)



          See accompanying notes to consolidated financial statements.



                                      - 4 -





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)

                                   (Unaudited)
<TABLE>

                                                            Three months ended               Nine months ended
                                                               September 30,                   September 30,
                                                          -----------------------          ----------------------
                                                           2004            2005             2004            2005
                                                           ----            ----             ----            ----
                                                                                         (Restated)

<S>                                                      <C>            <C>              <C>             <C>
Net sales                                                $ 286,058      $ 292,113        $ 845,114       $ 895,675
Cost of sales                                              219,382        216,193          649,118         640,918
                                                         ---------      ---------        ---------       ---------

    Gross margin                                            66,676         75,920          195,996         254,757

Selling, general and administrative expense                 35,777         36,877          105,991         111,974
Other operating income (expense):
  Currency transaction gains (losses), net                  (1,414)           228             (858)          3,551
  Disposition of property and equipment                       (197)          (287)            (199)           (441)
  Other income                                                 234            307            6,514             419
  Corporate expense                                           (589)        (1,075)          (1,868)         (3,948)
                                                         ---------      ---------        ---------       ---------

    Income from operations                                  28,933         38,216           93,594         142,364

Other income (expense):
  Trade interest income                                        287            247              699             467
  Other interest income                                        284            160              657             780
  Securities transaction gain                                    -              -                -           5,439
  Interest expense to affiliates                            (4,529)             -          (13,480)           -
  Interest expense                                          (8,720)       (10,630)         (26,529)        (34,027)
                                                         ---------      ---------        ---------       ---------

    Income before income taxes and
        minority interest                                   16,255         27,993           54,941         115,023

 Provision for income taxes (benefit)                        6,189         20,039         (249,742)         52,796

Minority interest in after-tax earnings                         18              2               38               9
                                                         ---------      ---------        ---------       ---------

    Net income                                           $  10,048      $   7,952        $ 304,645       $  62,218
                                                         =========      =========        =========       =========

Cash dividend per share                                  $     .25      $     .25        $     .75       $     .75
                                                         =========      =========        =========       =========

Basic and diluted net income per share                   $     .21      $     .16        $    6.22       $    1.27
                                                         =========      =========        =========       =========

Basic and diluted weighted-average shares used in
   the calculation of net income per share                  48,946         48,950           48,945          48,948
                                                         =========      =========        =========       =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      - 5 -

                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                  Nine months ended September 30, 2004 and 2005

                                 (In thousands)

                                   (Unaudited)
<TABLE>

                                                       2004             2005
                                                       ----             ----
                                                    (Restated)

<S>                                                  <C>              <C>
Net income                                           $ 304,645        $  62,218

Other comprehensive income (loss) -
    currency translation adjustment                      2,476          (24,115)
                                                     ---------        ---------

          Comprehensive income                       $ 307,121        $  38,103
                                                     =========        =========
</TABLE>



          See accompanying notes to consolidated financial statements.



                                      - 6 -



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2005

                                 (In thousands)

                                   (Unaudited)
<TABLE>

                                                                                    Accumulated other
                                                                                   comprehensive loss
                                              Additional                      ------------------------------          Total
                                 Common         paid-in        Retained         Currency          Pension         stockholders'
                                 stock          capital         deficit       translation       liabilities           equity
                                -------       ----------       --------       -----------       -----------       -------------

<S>                             <C>           <C>              <C>             <C>                <C>                <C>
Balance at December 31, 2004    $  489        $1,060,643       $(463,352)      $ (88,181)         $(38,754)          $470,845

Net income                        -                 -             62,218            -                 -                62,218

Dividends                         -                 -            (36,712)           -                 -               (36,712)

Other comprehensive loss          -                 -               -            (24,115)             -               (24,115)

Other                             -                  897            -               -                 -                   897
                                ------        ----------       ---------       ---------          --------           --------

Balance at September 30, 2005   $  489        $1,061,540       $(437,846)      $(112,296)         $(38,754)          $473,133
                                ======        ==========       =========       =========          ========           ========

</TABLE>


          See accompanying notes to consolidated financial statements.

                                      - 7 -

                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 2004 and 2005

                                 (In thousands)
                                   (Unaudited)


<TABLE>

                                                                 2004            2005
                                                                 ----            ----
                                                              (Restated)
 Cash flows from operating activities:
<S>                                                            <C>            <C>
   Net income                                                  $304,645       $ 62,218
   Depreciation and amortization                                 32,588         32,711
   Noncash interest expense                                       1,852          2,241
   Deferred income taxes                                       (261,228)        29,476
   Minority interest                                                 38              9
   Net loss from disposition of property and equipment              199            441
   Securities transaction gain                                        -         (5,439)
   Distributions from TiO2 manufacturing joint venture, net       9,100          5,100
   Pension cost, net                                                461         (3,251)
   Other postretirement benefits, net                              (506)          (658)
   Other, net                                                     1,942         (1,632)
   Change in assets and liabilities:
     Accounts and other receivables                             (49,582)       (26,478)
     Inventories                                                 61,122        (36,107)
     Prepaid expenses                                            (4,729)        (3,253)
     Accounts payable and accrued liabilities                    (6,351)        13,672
     Income taxes                                                33,290          1,438
     Accounts with affiliates                                     1,297          3,528
     Other, net                                                  (4,310)        (4,723)
                                                               --------       --------

         Net cash provided by operating activities              119,828         69,293
                                                               --------       --------

 Cash flows from investing activities:
   Capital expenditures                                         (21,417)       (20,868)
   Change in restricted cash equivalents                            409            592
   Proceeds from disposal of interest in
     Norwegian smelting operation                                     -          3,542
   Other, net                                                        83             37
                                                               --------       --------

         Net cash used in investing activities                  (20,925)       (16,697)
                                                               --------       --------

 Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                  99,968          8,600
     Principal payments                                        (100,030)       (21,655)
   Dividends paid                                               (36,710)       (36,712)
   Other, net                                                      -             1,208
                                                               --------       --------

         Net cash used in financing activities                  (36,772)       (48,559)
                                                               --------       --------
</TABLE>

                                      - 8 -


                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 2004 and 2005

                                 (In thousands)
                                   (Unaudited)
<TABLE>


                                                                 2004            2005
                                                                 ----            ----
                                                              (Restated)

 Cash and cash equivalents - net change from:
<S>                                                            <C>            <C>
   Operating, investing and financing activities               $ 62,131       $  4,037
   Currency translation                                             497         (1,912)
 Cash and cash equivalents at beginning of period                55,876         60,790
                                                               --------       --------

 Cash and cash equivalents at end of period                    $118,504       $ 62,915
                                                               ========       ========


 Supplemental disclosures:
   Cash paid (received) for:
     Interest, net of amounts capitalized                      $ 30,369       $ 21,601
     Income taxes, net                                          (22,433)        20,724

     Noncash investing activity - inventory
        received as partial consideration for
        disposal of interest in Norwegian
        smelting operation                                     $   -          $  1,897
</TABLE>





          See accompanying notes to consolidated financial statements.


                                      - 9 -



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

Note 1 -       Organization and basis of presentation:

     Kronos  Worldwide,  Inc.  ("Kronos")  (NYSE: KRO) is a subsidiary of Valhi,
Inc.  (NYSE:  VHI).  Kronos'  sole  business  segment  is  associated  with  the
production  and sale of titanium  dioxide  pigments  ("TiO2").  At September 30,
2005, (i) Valhi held  approximately 57% of Kronos'  outstanding common stock and
NL  Industries,  Inc.  (NYSE:NL) held an additional 36% of Kronos' common stock,
(ii) Valhi owned  approximately  83% of NL's outstanding  common stock and (iii)
Contran  Corporation  and its  subsidiaries  held  approximately  92% of Valhi's
outstanding  common stock.  Substantially  all of Contran's  outstanding  voting
stock is held by trusts  established  for the  benefit of certain  children  and
grandchildren of Harold C. Simmons,  of which Mr. Simmons is sole trustee, or is
held by Mr.  Simmons  or  persons  or other  entities  related  to Mr.  Simmons.
Consequently, Mr. Simmons may be deemed to control each of such companies.

     The  consolidated  balance  sheet of Kronos at  December  31, 2004 has been
condensed from the Company's audited  consolidated  financial statements at that
date. The consolidated balance sheet at September 30, 2005, and the consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim periods ended September 30, 2004 and 2005, have been prepared by
the Company,  without audit, in accordance with accounting  principles generally
accepted in the United States of America ("GAAP"). In the opinion of management,
all adjustments,  consisting only of normal recurring adjustments,  necessary to
state fairly the consolidated financial position, results of operations and cash
flows have been made.

     The  results of  operations  for the interim  periods  are not  necessarily
indicative  of the  operating  results for a full year or of future  operations.
Certain  information  normally  included  in  financial  statements  prepared in
accordance   with  GAAP  has  been  condensed  or  omitted.   The   accompanying
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's  Annual Report on Form 10-K for the year ended  December 31, 2004 (the
"2004 Annual Report").

     During the fourth quarter of 2004,  Kronos  determined  that it should have
recognized an additional $17.3 million,  or $.35 per diluted share, net deferred
income tax benefit during the second quarter of 2004,  primarily  related to the
amount of the valuation  allowance  related to Kronos' German  operations  which
should have been  reversed.  While the additional tax benefit is not material to
the Company's second quarter 2004 results, the Company's year-to-date results of
operations  for the nine months ended  September 30, 2004, as presented  herein,
reflects this additional income tax benefit.

     The Company  has not issued any stock  options to  purchase  Kronos  common
stock. However, certain employees of the Company have been granted options by NL
to purchase NL common stock. As disclosed in the 2004 Annual Report, the Company
accounts for  stock-based  employee  compensation  in accordance with Accounting
Principles  Board  Opinion  ("APBO")  No. 25,  "Accounting  for Stock  Issued to
Employees," and its various interpretations.  See Note 13. Under APBO No. 25, no
compensation  cost is generally  recognized for fixed stock options in which the
exercise  price is greater  than or equal to the market price on the grant date.
Prior to 2004,  and following the cash  settlement of certain stock options held
by employees of NL and the Company,  the Company  commenced  accounting  for its
stock options using the variable accounting method of APBO No. 25 because Kronos

                                      - 10 -

could not overcome the  presumption  that it would not similarly cash settle the
remaining stock options.  Under the variable  accounting  method,  the intrinsic
value of all unexercised stock options (including stock options with an exercise
price at least equal to the market  price on the date of grant) is accrued as an
expense,  with subsequent  increases  (decreases) in the Company's  market price
resulting  in the  recognition  of  additional  compensation  expense  (income).
Aggregate  compensation expense related to NL stock options held by employees of
the Company was  approximately  $1 million and $1.9 million in the third quarter
and first nine months of 2004,  respectively and aggregate  compensation expense
(income) was  approximately  $500,000 and  ($400,000)  in the third  quarter and
first nine months of 2005, respectively.

     The following  table presents what the Company's  consolidated  net income,
and  related  per share  amounts,  would have been in the 2004 and 2005  periods
presented  if the Company and its  subsidiaries  had each elected to account for
their respective  stock-based employee  compensation related to stock options in
accordance  with the fair  value-based  recognition  provisions  of Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation," for all awards granted subsequent to January 1, 1995.

<TABLE>
                                                       Three months ended          Nine months ended
                                                         September 30,                September 30,
                                                      -------------------          ------------------
                                                      2004           2005          2004          2005
                                                      ----           ----          ----          ----
                                                            (In millions, except per share amounts)

<S>                                                  <C>            <C>           <C>            <C>
Net income as reported                               $ 10.0         $ 8.0         $304.6         $62.2

Adjustments, net of applicable income
 tax effects and minority interest:
  Stock-based employee compensation
   expense determined under APBO No. 25                  .6            .3            1.2          (.3)
  Stock-based employee compensation
   expense determined under SFAS No. 123                 -             -              -             -
                                                     ------         -----         ------         -----

Pro forma net income                                 $ 10.6         $ 8.3         $305.8         $61.9
                                                     ======         =====         ======         =====

Basic and diluted earnings per share:
  As reported                                        $  .21         $ .16         $ 6.22         $1.27
  Pro forma                                             .22           .17           6.25          1.26
</TABLE>


Note 2 - Accounts and other receivables:
<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

<S>                                                               <C>                 <C>
 Trade receivables                                                $176,332            $187,676
 Insurance claims                                                       32                  21
 Recoverable VAT and other receivables                              16,332              14,124
 Allowance for doubtful accounts                                    (2,377)             (2,517)
                                                                  --------            --------

                                                                  $190,319            $199,304
                                                                  ========            ========
</TABLE>

                                      - 11 -



Note 3 - Inventories:
<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

<S>                                                               <C>                 <C>
 Raw materials                                                    $ 45,962            $ 43,934
 Work in process                                                    16,612              19,480
 Finished products                                                 130,385             148,977
 Supplies                                                           40,899              39,054
                                                                  --------            --------

                                                                  $233,858            $251,445
                                                                  ========            ========
</TABLE>

Note 4 - Other noncurrent assets:
<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

<S>                                                               <C>                 <C>
 Deferred financing costs, net                                    $ 10,921            $  8,886
 Restricted marketable debt securities                               2,877               2,682
 Unrecognized net pension obligations                               13,518              12,994
 Other                                                               5,024               2,988
                                                                  --------            --------

                                                                  $ 32,340            $ 27,550
                                                                  ========            ========
</TABLE>

Note 5 - Accounts payable and accrued liabilities:

<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

<S>                                                               <C>                <C>
 Accounts payable                                                 $ 91,713           $ 71,935
 Employee benefits                                                  36,861             34,625
 Interest                                                              152             10,244
 Other                                                              41,283             51,907
                                                                  --------            --------

                                                                  $170,009            $168,711
                                                                  ========            ========
</TABLE>


Note 6 - Long-term debt:
<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

 Kronos International, Inc. and subsidiaries:
<S>                                                               <C>                 <C>
   8.875% Senior Secured Notes                                    $519,225            $457,572
   European bank credit facility                                    13,622                   -
   Other                                                               348                 206
                                                                  --------            --------

                                                                   533,195             457,778
 Less current maturities                                            13,792                 158
                                                                  --------            --------

                                                                  $519,403            $457,620
                                                                  ========            ========
</TABLE>

                                      - 12 -

     As previously reported in the 2004 Annual Report,  Kronos International has
pledged 65% of the common stock or other  ownership  interests of certain of its
first-tier  operating  subsidiaries  as collateral for its Senior Secured Notes.
Such operating  subsidiaries  are Kronos Titan GmbH,  Kronos Denmark ApS, Kronos
Limited and Societe Industrielle Du Titane, S.A.

     During the first nine months of 2005,  the Company  repaid an  aggregate of
euro 10 million ($12.9 million when repaid) under its European Credit  Facility.
During the second quarter of 2005, the Company extended the respective  maturity
dates of its European  and U.S.  Credit  Facilities  each by three years to June
2008 and September 2008, respectively.

Note 7 - Other noncurrent liabilities:
<TABLE>

                                                                December 31,        September 30,
                                                                    2004                 2005
                                                                ------------        -------------
                                                                         (In thousands)

<S>                                                               <C>                 <C>
 Employee benefits                                                $  5,107            $  4,615
 Insurance claims and expenses                                       1,927               1,424
 Asset retirement obligations                                          958                 941
 Other                                                               9,415               6,445
                                                                  --------            --------

                                                                  $ 17,407            $ 13,425
                                                                  ========            ========
</TABLE>

Note 8 - Stockholders' equity:

     During the first nine months of 2005, Valhi purchased certain shares of the
Company's  common  stock in  market  transactions.  Within  six  months  of such
purchases,  NL had sold certain  shares of the Company's  common stock in market
transactions.  In settlement  of any alleged  short-swing  profits  derived from
these  transactions  as calculated  pursuant to Section 16(b) of the  Securities
Exchange Act of 1934,  as amended,  Valhi  remitted  approximately  $1.1 million
which amount, net of income taxes, has been recorded by the Company as a capital
contribution, increasing additional paid-in capital.

Note 9 - Other income:
<TABLE>

                                                                Nine months ended
                                                                  September 30,
                                                            ------------------------
                                                             2004              2005
                                                             ----              ----
                                                                 (In thousands)

<S>                                                         <C>               <C>
 Contract dispute settlement                                $6,289            $  -
 Other income                                                  225               419
                                                            ------            ------

                                                            $6,514            $  419
                                                            ======            ======
</TABLE>

     Securities  transaction  gain in the nine months ended  September 30, 2005,
classified as nonoperating income,  relates to the sale of the Company's passive
interest in a Norwegian smelting  operation,  which had a nominal carrying value
for financial reporting purposes,  for aggregate  consideration of approximately
$5.4 million  consisting of cash of $3.5 million and  inventory  with a value of
$1.9 million.

                                      - 13 -

Note 10 - Provision for income taxes (benefit):
<TABLE>

                                                                Nine months ended
                                                                  September 30,
                                                            ------------------------
                                                             2004              2005
                                                             ----              ----
                                                                  (In millions)

<S>                                                        <C>               <C>
 Expected tax expense                                      $ 19.2            $ 40.3
 Incremental U.S. tax and rate differences on                                    .8
  equity in earnings of non-tax group companies               (.1)
 Non-U.S. tax rates                                           (.3)               .3
 Loss of German tax attribute                                  -               17.5
 State income taxes, net                                       -                3.9
 Tax contingency reserve adjustments                           -              (12.5)
 Change in deferred income tax valuation allowance, net    (277.3)               -
 Refund of prior year income taxes                           (3.1)               -
 Nondeductible expenses                                       2.3               2.7
 Other, net                                                   9.6               (.2)
                                                           ------             -----

                                                          ($249.7)            $ 52.8
                                                           ======             ======
</TABLE>

     Certain of the Company's  U.S. and non-U.S.  tax returns are being examined
and tax authorities have or may propose tax  deficiencies,  including  penalties
and interest. For example:

o    Kronos  received  a  preliminary  tax  assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of  approximately  euro 6 million ($7 million at  September  30,
     2005).  Kronos  filed a protest to this  assessment,  and  believed  that a
     significant  portion of the assessment  was without merit.  The Belgian tax
     authorities  have filed a lien on the fixed assets of Kronos'  Belgian TiO2
     operations  in  connection  with this  assessment.  In April  2003,  Kronos
     received a notification from the Belgian tax authorities of their intent to
     assess a tax deficiency  related to 1999 that,  including  interest,  would
     have aggregated approximately euro 9 million ($11 million).  Kronos filed a
     written  response to the assessment,  and in September 2005 the Belgian tax
     authorities withdrew the assessment.

o    The  Norwegian  tax  authorities  have  notified  Kronos of their intent to
     assess tax  deficiencies  of  approximately  kroner 12 million ($2 million)
     relating  to the years  1998  through  2000.  Kronos has  objected  to this
     proposed assessment.

o    Kronos has received a tax  assessment  from the  Canadian  tax  authorities
     related to the years 1998 and 1999  proposing tax  deficiencies,  including
     interest,  of  approximately  Cdn. $5 million ($4 million).  Kronos filed a
     protest and in October 2005, the Canadian tax authorities  agreed to reduce
     the assessment and settle all issues, including interest, for approximately
     Cdn. $2 million ($1.7 million).

     During the third quarter of 2005,  Kronos reached an agreement in principle
with the German tax authorities regarding such tax authorities' objection to the
value assigned to certain intellectual property rights held by Kronos' operating
subsidiary in Germany.  Under the agreement in principle,  the value assigned to
such  intellectual  property  for  German  income tax  purposes  will be reduced
retroactively,  resulting in a reduction in the amount of Kronos' net  operating
loss  carryforward  in  Germany as well as a future  reduction  in the amount of
amortization  expense attributable to such intellectual  property.  As a result,

                                      - 14 -

Kronos  recognized a $17.5 million  non-cash  deferred income tax expense in the
third  quarter  of 2005  related  to  such  agreement.  The  $12.5  million  tax
contingency  adjustment  income tax  benefit  in the first  nine  months of 2005
relates  primarily to the withdrawal of the Belgium tax authorities'  assessment
related  to 1999  and the  Canadian  tax  authorities'  reduction  of one of its
assessments, as discussed above.

     No  assurance  can be given that these tax matters  will be resolved in the
Company's  favor in view of the inherent  uncertainties  involved in  settlement
initiatives  and court and tax  proceedings.  The Company  believes  that it has
provided  adequate  accruals for additional  taxes and related  interest expense
which may  ultimately  result from all such  examinations  and believes that the
ultimate  disposition of such  examinations  should not have a material  adverse
effect  on  its  consolidated  financial  position,  results  of  operations  or
liquidity.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  provided for a special 85%  deduction  for certain  dividends
received from a controlled foreign  corporation in 2005. In the third quarter of
2005, the Company  completed its evaluation of this new provision and determined
that it would not benefit from such special  dividends  received  deduction.  As
disclosed in the 2004 Annual Report,  the Company does not provide U.S. deferred
income taxes or foreign withholding taxes with respect to undistributed earnings
of foreign subsidiaries that the Company intends to permanently reinvest for the
foreseeable future.

Note 11 - Employee benefit plans:

     The components of net periodic  defined  benefit pension cost are presented
in the table below.
<TABLE>

                                                     Three months ended            Nine months ended
                                                        September 30,                September 30,
                                                     ------------------            -----------------
                                                     2004          2005            2004         2005
                                                     ----          ----            ----         ----
                                                                      (In thousands)

<S>                                                <C>           <C>             <C>          <C>
 Service cost                                      $ 1,772       $ 1,974         $ 4,829      $ 5,875
 Interest cost                                       4,267         4,311          12,882       13,345
 Expected return on plan assets                     (3,776)       (3,884)        (11,396)     (12,002)
 Amortization of prior service cost                    140           145             421          449
 Amortization of net transition obligations            159             -             482          310
 Recognized actuarial losses                           739           900           2,227        2,778
                                                   -------       -------         -------      -------

                                                   $ 3,301       $ 3,446         $ 9,445      $10,755
                                                   =======       =======         =======      =======
</TABLE>

     The components of net periodic  postretirement benefits other than pensions
("OPEB") cost are presented in the table below.

<TABLE>

                                                     Three months ended            Nine months ended
                                                        September 30,                September 30,
                                                     ------------------            -----------------
                                                     2004          2005            2004         2005
                                                     ----          ----            ----         ----
                                                                      (In thousands)

<S>                                                <C>           <C>             <C>          <C>
  Service cost                                     $    57       $    56         $   170      $   165
  Interest cost                                        180           146             540          435
  Amortization of prior service credit                (182)         (159)           (548)        (479)
  Recognized actuarial losses                           38            18             116           53
                                                   -------       -------         -------      -------

                                                   $    93       $    61         $   278      $   174
                                                   =======       =======         =======      =======
</TABLE>

                                      - 15 -

Note 12 - Commitments and contingencies:

     As  noted  in the  2004  Annual  Report,  the  Company's  principal  German
operating  subsidiary,  Kronos Titan GmbH,  leases the land under its Leverkusen
TiO2 production facility pursuant to a lease with Bayer AG that expires in 2050.
The  Leverkusen  facility  itself,  which  is  owned by the  Company  and  which
represents  approximately  one-third of the  Company's  current TiO2  production
capacity,  is located within Bayer's extensive  manufacturing  complex. Rent for
the  land  lease  associated  with  the  Leverkusen   facility  is  periodically
established by agreement with Bayer for periods of at least two years at a time.
The  lease  agreement  provides  for no  formula,  index or other  mechanism  to
determine  changes in the rent for such land  lease;  rather,  any change in the
rent is subject  solely to periodic  negotiation  between Bayer and the Company.
Any change in the rent based on such negotiations is recognized as part of lease
expense  starting from the time such change is agreed upon by both  parties,  as
any such change in the rent is deemed "contingent rentals" under GAAP.

     The Company and its  affiliates  are from time to time  involved in various
environmental,   contractual,   product   liability,   patent  (or  intellectual
property),  employment and other claims and disputes  incidental to its past and
current  operations.  In certain cases,  the Company has insurance  coverage for
such items.  The Company  currently  believes that the disposition of all claims
and  disputes,  individually  or in the  aggregate,  should  not have a material
adverse effect on its consolidated financial position,  results of operations or
liquidity.

     Reference  is made to the 2004 Annual  Report for a  discussion  of certain
other legal proceedings to which the Company is a party.

Note 13 - Accounting principles not yet implemented:

     Inventory costs. The Company will adopt SFAS No. 151,  "Inventory Costs, an
amendment of ARB No. 43,  Chapter 4," for inventory  costs  incurred on or after
January 1, 2006.  SFAS No. 151 requires that the allocation of fixed  production
overhead costs to inventory shall be based on normal  capacity.  Normal capacity
is not defined as a fixed amount;  rather,  normal capacity refers to a range of
production  levels expected to be achieved over a number of periods under normal
circumstances,  taking into account the loss of capacity  resulting from planned
maintenance  shutdowns.  The amount of fixed overhead  allocated to each unit of
production is not increased as a consequence of idle plant or production  levels
below the low end of normal  capacity,  but instead a portion of fixed  overhead
costs is charged to expense as incurred. Alternatively, in periods of production
above the high end of  normal  capacity,  the  amount  of fixed  overhead  costs
allocated to each unit of  production is decreased so that  inventories  are not
measured above cost.  SFAS No. 151 also clarifies  existing GAAP to require that
abnormal freight and wasted materials (spoilage) are to be expensed as incurred.
The Company  believes its production cost accounting  already  complies with the
requirements  of SFAS No. 151, and the Company does not expect  adoption of SFAS
No. 151 will have a material effect on its consolidated financial statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission ("SEC"), the Company will adopt SFAS No. 123R, "Share-Based Payment,"
as of January  1, 2006.  SFAS No.  123R,  among  other  things,  eliminates  the
alternative in existing GAAP to use the intrinsic value method of accounting for
stock-based  employee  compensation under APBO No. 25. Upon adoption of SFAS No.
123R,  the Company will  generally be required to recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date  fair value of the award,  with the cost  recognized  over the period
during  which an employee is  required to provide  services in exchange  for the

                                      - 16 -

award (generally, the vesting period of the award). No compensation cost will be
recognized in the aggregate for equity  instruments  for which the employee does
not render the  requisite  service  (generally,  if the  instrument is forfeited
before it has  vested).  The  grant-date  fair  value  will be  estimated  using
option-pricing  models  (e.g.  Black-Scholes  or a  lattice  model).  Under  the
transition  alternatives  permitted  under SFAS No. 123R, the Company will apply
the new standard to all new awards  granted on or after January 1, 2006,  and to
all awards  existing as of December  31, 2005 which are  subsequently  modified,
repurchased or cancelled.  Additionally, as of January 1, 2006, the Company will
be required to  recognize  compensation  cost for the portion of any  non-vested
award  existing  as of  December  31, 2005 over the  remaining  vesting  period.
Because the number of non-vested  awards as of December 31, 2005 with respect to
options  granted  by NL to  employees  of  the  Company  is not  expected  to be
material,  and  because  the  Company  has not  granted any options and does not
expect to grant any  options  prior to January 1, 2006,  the effect of  adopting
SFAS No.  123R is not  expected  to be  significant  in so far as it  relates to
existing stock options.  Should the Company or its  subsidiaries and affiliates,
however,  either  grant a  significant  number of  options to  employees  of the
Company or modify,  repurchase  or cancel  existing  options in the future,  the
effect on the Company's consolidated financial statements could be material.

                                      - 17 -

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Executive summary

     Relative  changes in the  Company's  TiO2 sales and income from  operations
during the 2004 and 2005 periods  presented are primarily due to the net effects
of (i) higher average TiO2 selling  prices,  (ii) lower TiO2 selling volumes and
(iii) relative  changes in foreign currency  exchange rates.  Selling prices for
TiO2 (in billing currencies) were generally  decreasing during the first half of
2004,  increasing  during the last half of 2004 and the first six months of 2005
and decreasing during the third quarter of 2005.

     The Company reported net income of $8.0 million, or $.16 per diluted share,
in the third quarter of 2005 as compared to net income of $10.0 million, or $.21
per diluted share, in the third quarter of 2004. The Company reported net income
of $62.2 million,  or $1.27 per diluted share,  in the first nine months of 2005
as compared to net income of $304.6 million,  or $6.22 per diluted share, in the
first nine months of 2004.  The Company  reported  lower net income in the third
quarter of 2005 as the favorable effect of higher income from operations in 2005
was more than offset by the effects of higher  income  taxes in 2005  related to
the Company's European  operations.  Net income in the first nine months of 2005
includes (i) a net third quarter  non-cash income tax charge of $.10 per diluted
share for recent developments with respect to ongoing non-U.S. income tax audits
primarily in Germany,  Belgium and Canada and (ii) a securities transaction gain
of $.07 per diluted share related to the sale of the Company's  passive interest
in a Norwegian smelting  operation.  Net income in the first nine months of 2004
includes  (i) a second  quarter  non-cash  income  tax  benefit  related  to the
reversal of Kronos' deferred income tax asset valuation  allowance in Germany of
$5.49 per diluted  share and (ii)  income  related to Kronos'  contract  dispute
settlement  of $.08  per  diluted  share.  Each of  these  items  is more  fully
discussed below and/or in the notes to the Consolidated Financial Statements.

Forward-looking information

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "could," "anticipates,"  "expected" or comparable  terminology,  or by
discussions  of  strategies  or trends.  Although the Company  believes that the
expectations  reflected in such  forward-looking  statements are reasonable,  it
cannot give any  assurances  that these  expectations  will prove to be correct.
Such statements by their nature involve substantial risks and uncertainties that
could  significantly  impact expected  results,  and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors,  the Company  continues to face many
risks and  uncertainties.  Factors  that could cause  actual  future  results to
differ  materially from those described  herein are the risks and  uncertainties
discussed in this Quarterly  Report and those described from time to time in the
Company's  other  filings  with the SEC  include,  but are not  limited  to, the
following:

o    Future supply and demand for the Company's products,

                                      - 18 -

o    The extent of the  dependence  of certain of the  Company's  businesses  on
     certain market sectors,
o    The cyclicality of the Company's business,
o    Customer  inventory  levels  (such as the  extent  to which  the  Company's
     customers may, from time to time,  accelerate  purchases of TiO2 in advance
     of  anticipated  price  increases or defer  purchases of TiO2 in advance of
     anticipated price decreases),
o    Changes in raw material and other operating costs (such as energy costs),
o    The possibility of labor disruptions,
o    General global  economic and political  conditions  (such as changes in the
     level of gross  domestic  product in  various  regions of the world and the
     impact of such changes on demand for TiO2),
o    Competitive products and substitute products,
o    Customer and competitor strategies,
o    The impact of pricing and production decisions,
o    Competitive technology positions,
o    The introduction of trade barriers,
o    Fluctuations  in currency  exchange  rates (such as changes in the exchange
     rate between the U.S. dollar and each of the euro, the Norwegian kroner and
     the Canadian dollar),
o    Operating  interruptions  (including,  but not limited to, labor  disputes,
     leaks,   fires,   explosions,   unscheduled   or  unplanned   downtime  and
     transportation interruptions),
o    The timing and amounts of insurance recoveries,
o    The ability of the Company to renew or refinance credit facilities,
o    The ultimate  outcome of income tax audits,  tax settlement  initiatives or
     other tax matters,
o    The ultimate ability to utilize income tax attributes, the benefit of which
     has been recognized under the "more-likely-than-not" recognition criteria,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
     standards for existing and new facilities),
o    Government laws and regulations and possible changes therein,
o    The ultimate resolution of pending litigation, and
o    Possible future litigation.

     Should one or more of these risks  materialize (or the consequences of such
a development  worsen),  or should the underlying  assumptions  prove incorrect,
actual results could differ  materially from those  forecasted or expected.  The
Company   disclaims  any  intention  or  obligation  to  update  or  revise  any
forward-looking statement whether as a result of changes in information,  future
events or otherwise.

                                      - 19 -

<TABLE>

                                              Three months ended                       Nine months ended
                                                 September 30,                           September 30,
                                      -----------------------------------     ------------------------------------
                                       2004         2005       % Change        2004          2005        % Change
                                       ----         ----       --------        ----          ----        --------
                                                      (In millions, except percentages and volumes)

<S>                                   <C>          <C>              <C>       <C>            <C>             <C>
 Net sales                            $286.1       $292.1          +2%        $845.1         $895.7         +6%
 Cost of sales                         219.4        216.2          -1%         649.1          640.9         -1%
                                      ------       ------                     ------         ------

 Gross margin                           66.7         75.9         +14%         196.0          254.8        +30%

 Selling, general and
     administrative expense            (35.8)       (36.9)         +3%        (106.0)        (112.0)        +6%
 Currency transaction gains
     (losses), net                      (1.4)          .2                        (.8)           3.5
 Contract dispute settlement              -            -                         6.3             -
 Corporate expense                       (.6)        (1.0)                      (1.9)          (3.9)
                                      ------       ------                     ------         ------

 Income from operations               $ 28.9       $ 38.2         +32%        $ 93.6         $142.4        +52%
                                      ======       ======                     ======         ======

 TiO2 operating statistics:

   Percent change in average
     selling prices:
       Using actual foreign
         currency exchange rates                                   +8%                                     +12%
       Impact of changes in foreign
         currency exchange rates                                   -1%                                      -3%
                                                                 ----                                     ----

       In billing currencies                                       +7%                                      +9%
                                                                 ====                                     ====

   Sales volumes*                      128            119          -7%           383           356          -7%
   Production volumes*                 123            122          -1%           363           371          +2%
</TABLE>

________________________________

     *    Thousands of metric tons

     Kronos'  sales  increased  $6.0 million  (2%) in the third  quarter of 2005
compared to the third  quarter of 2004 and  increased  $50.6 million (6%) in the
first nine months of 2005 as  compared to the same period in 2004 due  primarily
to the net effects of higher  average  TiO2 selling  prices,  lower TiO2 selling
volumes and the favorable  effect of fluctuations in foreign  currency  exchange
rates,  which increased sales by approximately $2 million and $24 million in the
quarter and  year-to-date  periods,  respectively,  as further  discussed below.
Excluding the effect of fluctuations in the value of the U.S. dollar relative to
other currencies,  Kronos' average TiO2 selling prices in billing  currencies in
the  third  quarter  and  first  nine  months  of 2005  were 7% and 9% higher as
compared to the third quarter and first nine months of 2004, respectively.  When
translated from billing currencies to U.S. dollars using actual foreign currency
exchange rates prevailing  during the respective  periods,  Kronos' average TiO2
selling  prices in the third quarter of 2005  increased 8% compared to the third
quarter of 2004 and  increased 12% for the first nine months of 2005 compared to
the first nine months of 2004.  Kronos'  average TiO2 selling  prices in billing
currencies  in the third  quarter of 2005  decreased  1%  compared to the second
quarter of 2005.

     Kronos' sales are  denominated  in various  currencies,  including the U.S.
dollar,  the euro, other major European  currencies and the Canadian dollar. The
disclosure of the  percentage  change in Kronos'  average TiO2 selling prices in
billing  currencies  (which excludes the effects of fluctuations in the value of

                                      - 20 -

the U.S.  dollar  relative  to other  currencies)  is  considered  a  "non-GAAP"
financial measure under regulations of the SEC. The disclosure of the percentage
change in Kronos'  average TiO2 selling  prices  using actual  foreign  currency
exchange rates prevailing  during the respective  periods is considered the most
directly  comparable  financial measure presented in accordance with GAAP ("GAAP
measure").  Kronos  discloses  percentage  changes in its average TiO2 prices in
billing  currencies  because Kronos  believes such  disclosure  provides  useful
information  to  investors  to allow them to analyze  such  changes  without the
impact of changes in  foreign  currency  exchange  rates,  thereby  facilitating
period-to-period  comparisons of the relative  changes in average selling prices
in the actual various billing currencies. Generally, when the U.S. dollar either
strengthens  or weakens  against  other  currencies,  the  percentage  change in
average  selling  prices  in  billing   currencies  will  be  higher  or  lower,
respectively,  than such percentage changes would be using actual exchange rates
prevailing during the respective periods.  The difference between the 8% and 12%
increases in Kronos'  average TiO2 selling  prices  during the third quarter and
first nine months of 2005 as compared to the third quarter and first nine months
of 2004 using actual  foreign  currency  exchange  rates  prevailing  during the
respective  periods (the GAAP  measure),  and the 7% and 9% increases in Kronos'
average TiO2 selling prices in billing  currencies (the non-GAAP measure) during
each of such  periods  is due to the  effect  of  changes  in  foreign  currency
exchange rates.  The above table presents in a tabular format (i) the percentage
change in Kronos'  average TiO2 selling  prices  using actual  foreign  currency
exchange rates prevailing during the respective periods (the GAAP measure), (ii)
the  percentage  change in  Kronos'  average  TiO2  selling  prices  in  billing
currencies (the non-GAAP measure) and (iii) the percentage change due to changes
in foreign currency exchange rates (or the reconciling item between the non-GAAP
measure and the GAAP measure).

     Kronos' TiO2 sales  volumes in both the third quarter and first nine months
of 2005 decreased 7% compared to the corresponding periods in 2004, with volumes
lower in all regions of the world.  Kronos' production  levels,  decreased 1% in
the third  quarter of 2005 and increased 2% during the first nine months of 2005
as compared to the same periods in 2004.  Kronos' operating rates were near full
capacity in those periods,  and Kronos' production volumes were a new record for
Kronos for a first nine-month period.

     The  Company's  cost of sales  decreased  $3.2  million  (1%) in the  third
quarter of 2005  compared  to the third  quarter  of 2004,  and  decreased  $8.2
million (1%) in the year-to-date period largely due to lower sales volumes. As a
result of the higher  average TiO2  selling  prices in billing  currencies,  the
Company's  cost of sales,  as a percentage of net sales,  decreased  from 77% in
each of the third  quarter  and first nine  months of 2004 to 74% and 72% in the
third quarter and first nine months of 2005, respectively.

     The Company's  gross margins for the third quarter of 2005  increased  $9.2
million (14%) from the third  quarter of 2004 and increased  $58.8 million (30%)
in the first nine  months of 2005 as  compared  to the first nine months of 2004
due to the aforementioned increases in net sales.

     Selling,  general and  administrative  expenses increased $1.1 million (3%)
and $6.0 million (6%), respectively,  in the third quarter and first nine months
of 2005 as compared to the  corresponding  periods in 2004.  These increases are
largely attributable to the impact of translating foreign currencies  (primarily
the euro) into U.S.  dollars.  Corporate  expense  increased  $400,000  and $2.0
million,  respectively,  in the third  quarter  and first nine months of 2005 as
compared  to  the  corresponding   periods  of  2004  due  primarily  to  higher
professional fees and other costs associated with Kronos being a public company.

                                      - 21 -

     Income from operations in the nine months ended September 30, 2004 includes
income of $6.3 million ($4.1 million,  or $.08 per diluted share,  net of income
taxes) related to settlement of a contract dispute with a customer.

     The Company  has  substantial  operations  and assets  located  outside the
United  States  (particularly  in  Germany,   Belgium,  Norway  and  Canada).  A
significant amount of the Company's sales generated from its non-U.S. operations
are denominated in currencies other than the U.S. dollar,  principally the euro,
other  major  European  currencies  and the  Canadian  dollar.  A portion of the
Company's  sales  generated from its non-U.S.  operations are denominated in the
U.S. dollar. Certain raw materials,  primarily  titanium-containing  feedstocks,
are  purchased  in U.S.  dollars,  while  labor and other  production  costs are
denominated  primarily in local  currencies.  Consequently,  the translated U.S.
dollar value of the Company's foreign sales and operating results are subject to
currency  exchange rate  fluctuations  which may  favorably or adversely  impact
reported earnings and may affect the comparability of period-to-period operating
results. Overall, fluctuations in the value of the U.S. dollar relative to other
currencies,  primarily the euro,  increased TiO2 sales by approximately a net $2
million in the third  quarter of 2005 as compared to the same period in 2004 and
increased  TiO2  sales in the first  nine  months of 2005 by  approximately  $24
million  compared to the same period in 2004.  Fluctuations  in the value of the
U.S.  dollar  relative to other  currencies  similarly  impacted  the  Company's
foreign  currency-denominated  operating expenses. The Company's operating costs
that are not denominated in the U.S. dollar,  when translated into U.S. dollars,
were  higher in the third  quarter  and first nine months of 2005 as compared to
the third  quarter  and first nine  months of 2004.  Overall,  the net impact of
currency   exchange  rate   fluctuations  on  the  Company's   operating  income
comparisons resulted in approximately a net $2 million increase in the Company's
income  from  operations  in the first nine  months of 2005 as  compared  to the
corresponding period in 2004 (currency exchange rate fluctuations did not have a
significant effect on the quarter-to-quarter comparisons).

Outlook

     Kronos  expects its income from  operations  in 2005 will be  significantly
higher than 2004,  due primarily to higher overall  average  selling prices on a
year-to-year  comparison  basis.  While the  Company  expects  its  income  from
operations in calendar 2005 will be higher than calendar  2004,  Kronos  expects
its income from operations in the fourth quarter of 2005 will be consistent with
the third quarter of 2005,  exclusive of the effect of any insurance  recoveries
which might be  recognized as a result of Hurricane  Rita (as discussed  below).
Kronos'  expectations as to the future prospects of Kronos and the TiO2 industry
are based upon a number of factors beyond Kronos' control,  including  worldwide
growth of gross domestic product, competition in the marketplace,  unexpected or
earlier-than-expected  capacity additions and technological  advances. If actual
developments  differ from Kronos'  expectations,  Kronos'  results of operations
could be unfavorably affected.

     On September 22, 2005, the  chloride-process  TiO2 facility operated by the
Company's   50%-owned  joint  venture,   Louisiana   Pigment  Company   ("LPC"),
temporarily  halted  production due to Hurricane Rita.  Although storm damage to
core processing  facilities was not extensive,  a variety of factors,  including
loss  of  utilities,  limited  access  and  availability  of  employees  and raw
materials, prevented the resumption of partial operations until October 9, 2005.
Operations are expected to be restored in early November 2005. The joint venture
expects  the  majority of its  property  damage and  unabsorbed  fixed costs for
periods in which  normal  production  levels  were not  achieved  are covered by
insurance,   and  the  Company  believes   insurance  will  cover  its  business
interruption losses (subject to applicable deductibles) resulting from its share
of the lost  production  from LPC. The  Company's  results of  operations in the

                                      - 22 -

third  quarter of 2005  include  approximately  $1  million of costs  related to
hurricane Rita (primarily the Company's share of LPC's  unabsorbed  fixed costs)
for which no insurance  recovery has yet been  recognized as the amounts are not
presently  determinable.  The effect on the  Company's  financial  results  will
depend on the timing  and  amount of  insurance  recoveries.  The  Company-owned
warehouse  and  slurry  facilities  located  near to LPC's  facility  were  also
temporarily closed due to the storm, but property damage to these facilities was
not significant.

     The Company's  efforts to  debottleneck  its production  facilities to meet
long-term  demand continue to prove  successful.  Such  debottlenecking  efforts
included,  among other things,  the addition of finishing capacity in the German
facility and equipment  upgrades and enhancements in several  locations to allow
for reduced  downtime  for  maintenance  activities.  The  Company's  production
capacity  has  increased  by  approximately  30% over the past ten  years due to
debottlenecking  programs, with only moderate capital expenditures.  The Company
believes its annual attainable  production  capacity for 2005 (absent the effect
of the Hurricane  discussed  above) is  approximately  500,000 metric tons, with
approximately 10,000 metric tons additional capacity expected to be available in
2006 through its continued debottlenecking efforts.

Other income (expense)
<TABLE>

                                              Three months ended                       Nine months ended
                                                 September 30,                           September 30,
                                      -----------------------------------     ------------------------------------
                                       2004         2005      Difference        2004        2005       Difference
                                       ----         ----      ----------        ----        ----       ----------
                                                      (In millions, except percentages and volumes)

<S>                                  <C>           <C>         <C>             <C>         <C>           <C>
 Trade interest income               $   .3        $   .3      $   -           $   .7      $   .5        $  (.2)
 Other interest income                   .3            .1         (.2)             .6          .7            .1
 Securities transaction gain             -             -           -               -          5.4           5.4
 Interest expense to affiliates        (4.5)           -          4.5           (13.5)         -           13.5
 Other interest expense                (8.7)        (10.6)       (1.9)          (26.5)      (34.0)         (7.5)
                                     ------        ------      ------          ------      ------        ------

                                     $(12.6)       $(10.2)     $  2.4          $(38.7)     $(27.4)       $ 11.3
                                     ======        ======      ======          ======      ======        ======
</TABLE>

     Securities  transaction  gain in the second  quarter of 2005 relates to the
sale of the Company's passive interest in a Norwegian smelting operation,  which
had a nominal  carrying value for financial  reporting  purposes,  for aggregate
consideration of approximately  $5.4 million  consisting of cash of $3.5 million
and  inventory  with a value of $1.9  million.  See  Note 9 to the  Consolidated
Financial Statements.

     Interest  expense  to  affiliates  in 2004  relates to the  Company's  $200
million long-term notes payable to affiliates,  which were prepaid in the fourth
quarter of 2004.

     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro, including Kronos International, Inc.'s ("KII") euro 375 million Senior
Secured Notes.  Accordingly,  the reported amount of interest  expense will vary
depending on relative changes in foreign currency exchange rates. Other interest
expense in the third quarter and first nine months of 2005 was $10.6 million and
$34.0  million,  respectively,  or $1.9 million and $7.5 million higher than the
respective periods of 2004. The increases were due primarily to higher levels of
outstanding  indebtedness  resulting from the issuance of an additional  euro 90
million  principal  amount of KII's Senior  Secured  Notes in November  2004. In
addition,  the  increases in interest  expense  were due to relative  changes in
foreign currency  exchange rates,  which increased the U.S. dollar equivalent of

                                      - 23 -

interest  expense on the euro 285 million KII Senior  Secured Notes  outstanding
during both periods by  approximately  $100,000 in the third quarter of 2005 and
$1.0  million in the first nine months of 2005 as compared to the third  quarter
and first nine months of 2004.  Assuming no significant change in interest rates
or foreign  currency  exchange rates,  other interest  expense for the full-year
2005 is  expected to be higher  than  amounts  for the same  periods in 2004 due
primarily to the effect of the  additional  euro 90 million Senior Secured Notes
issued in November 2004.

Provision for income taxes

     The principal  reasons for the difference  between the Company's  effective
income tax rates and the U.S.  federal  statutory income tax rates are explained
in Note 10 to the Consolidated Financial Statements.

     At September 30, 2005,  Kronos has the  equivalent of $564 million and $146
million of income tax loss  carryforwards  for  German  corporate  and trade tax
purposes,  respectively,  all of which have no  expiration  date.  As more fully
described in the 2004 Annual Report, during 2004 Kronos concluded the benefit of
such income tax loss  carryforwards met the  "more-likely-than-not"  recognition
criteria of GAAP, and  accordingly in 2004 Kronos  reversed the deferred  income
tax asset valuation allowance related to such German carryforwards and other net
deductible  temporary  differences  related to  Germany.  Prior to the  complete
utilization  of such  carryforwards,  it is  possible  that  the  Company  might
conclude in the future that the  benefit of such  carryforwards  would no longer
meet the "more-likely-than-not" recognition criteria, at which point the Company
would be required to recognize a valuation  allowance against the then-remaining
tax benefit associated with the carryforwards.  The Company's income tax benefit
in the first nine months of 2004  includes a $277.3  million tax benefit  ($5.67
per diluted share) related to reversal of the German  deferred  income tax asset
valuation allowance  (including the $268.6 million tax benefit recognized in the
second quarter of 2004).

Accounting principles not yet implemented

     See Note 13 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES:

Consolidated cash flows

     The  Company's  consolidated  cash  flows  from  operating,  investing  and
financing  activities for the nine months ended  September 30, 2004 and 2005 are
presented below:
<TABLE>

                                                        Nine months ended
                                                          September 30,
                                                   ----------------------------
                                                      2004               2005
                                                      ----               ----
                                                          (In millions)

 Net cash provided (used) by:
<S>                                                 <C>                <C>
   Operating activities                             $119.8             $ 69.3
   Investing activities                              (20.9)             (16.7)
   Financing activities                              (36.8)             (48.6)
                                                    ------             ------

     Net cash provided by operating,
      investing and financing activities            $ 62.1             $  4.0
                                                    ======             ======
</TABLE>

                                      - 24 -


Summary

     The  Company's  primary  source of liquidity on an ongoing  short-term  and
long-term basis is its cash flows from operating activities,  which is generally
used to (i) fund capital  expenditures,  (ii) repay any short-term  indebtedness
incurred  primarily  for  working  capital  purposes  and (iii)  provide for the
payment of  dividends.  In addition,  from  time-to-time  the Company will incur
indebtedness,  generally to (i) fund  short-term  working  capital  needs,  (ii)
refinance existing  indebtedness or (iii) fund major capital expenditures or the
acquisition of other assets outside the ordinary  course of business.  Also, the
Company  will from  time-to-time  sell  assets  outside the  ordinary  course of
business,  the  proceeds  of which  are  generally  used to (i)  repay  existing
indebtedness  (including  indebtedness which may have been collateralized by the
assets sold),  (ii) make investments in marketable and other  securities,  (iii)
fund major capital  expenditures  or the acquisition of other assets outside the
ordinary course of business or (iv) pay dividends.

Operating activities

     The TiO2 industry is cyclical and changes in economic conditions within the
industry  significantly  impact the  earnings  and  operating  cash flows of the
Company. Cash flow from operations is considered the primary source of liquidity
for the Company. Changes in TiO2 pricing, production volume and customer demand,
among other  things,  could  significantly  affect the liquidity of the Company.
Trends  in cash  flows  from  operating  activities  (excluding  the  impact  of
significant  asset  dispositions and relative changes in assets and liabilities)
are generally  similar to trends in the  Company's  earnings.  However,  certain
items included in the  determination  of net income are non-cash,  and therefore
such  items have no impact on cash flows  from  operating  activities.  Non-cash
items  included in the  determination  of net income  include  depreciation  and
amortization  expense,  deferred  income  taxes and non-cash  interest  expense.
Non-cash interest expense consists of amortization of original issue discount or
premium on certain indebtedness and amortization of deferred financing costs.

     Certain other items included in the determination of net income may have an
impact on cash flows from operating activities,  but the impact of such items on
cash  flows from  operating  activities  will  differ  from their  impact on net
income. For example, the amount of periodic defined benefit pension plan expense
and periodic OPEB expense  depends upon a number of factors,  including  certain
actuarial assumptions,  and changes in such actuarial assumptions will result in
a change in the  reported  expense.  In  addition,  the amount of such  periodic
expense  generally  differs from the  outflows of cash  required to be currently
paid for such benefits.

     Relative changes in assets and liabilities generally result from the timing
of production,  sales, purchases and income tax payments.  Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period from when the underlying cash transaction  occurs. For example,
raw  materials  may be  purchased  in one  period,  but the payment for such raw
materials may occur in a subsequent period. Similarly,  inventory may be sold in
one period,  but the cash collection of the receivable may occur in a subsequent
period.

     Cash flows from operating activities decreased from $119.8 million provided
by  operating  activities  in the first nine months of 2004 to $69.3  million of
cash  provided by operating  activities  in the first nine months of 2005.  This
$50.5  million  decrease  was due  primarily to the net effects of (i) lower net
income of $242.4  million,  (ii) higher deferred income taxes of $290.7 million,
(iii) lower net distributions from the TiO2 manufacturing  joint venture of $4.0

                                      - 25 -

million,  (iv) a higher  amount of net cash used from  relative  changes  in the
Company's  inventories,  receivables,  payables and accruals of $51.9 million in
the first nine  months of 2005 as  compared to the first nine months of 2004 and
(v) higher cash paid for income taxes of $43.2 million,  due in large part to an
aggregate $34.7 million of tax refunds  received during the first nine months of
2004.  Relative  changes in accounts  receivable  are  affected  by, among other
things,  the timing of sales and the  collection of the  resulting  receivables.
Relative changes in inventories and accounts payable and accrued liabilities are
affected by, among other  things,  the timing of raw material  purchases and the
payment  for such  purchases  and the  relative  difference  between  production
volumes and sales volumes.  The Company's average days sales outstanding ("DSO")
increased  from 60 days at December 31, 2004 to 61 days at  September  30, 2005,
due to the timing of  collection  on the  slightly  higher  accounts  receivable
balance at the end of September.  At September 30, 2005,  the average  number of
days in  inventory  ("DII")  increased  to 105 days from 97 days at December 31,
2004 due to the effects of higher production volume and lower sales volume.

Investing and financing activities

     The Company's capital  expenditures were $21.4 million and $20.9 million in
the first nine months of 2004 and 2005, respectively.  During the second quarter
of 2005, the Company received $3.5 million from the sale of its passive interest
in a Norwegian smelting operation.

     During the first nine months of 2005,  the  Company  repaid euro 10 million
($12.9 million when repaid) under its European Credit Facility. The Company also
borrowed and repaid $8.6 million under its U.S. credit facility during the first
nine months of 2005.  In each of the first,  second and third  quarters of 2005,
the Company paid a regular quarterly dividend to stockholders of $.25 per share,
aggregating $36.7 million.

     At September 30, 2005,  unused  credit  available  under  Kronos'  existing
credit facilities approximated $147 million, which was comprised of: $96 million
under its European  revolving  credit  facility,  $11 million under its Canadian
credit facility, $36 million under its U.S. credit facility and $4 million under
other non-US  facilities.  At  September  30, 2005,  KII had  approximately  $89
million  allowed  for payment of  dividends  and other  restrictive  payments as
permitted by the  provisions of the Senior Secured Notes  indenture.  Based upon
Kronos'  expectation  for the TiO2 industry and  anticipated  demands on Kronos'
cash resources as discussed herein,  Kronos expects to have sufficient liquidity
to meet its future obligations including operations, capital expenditures,  debt
service  and current  dividend  policy.  To the extent that actual  developments
differ from Kronos' expectations, Kronos' liquidity could be adversely affected.

     Provisions  contained in certain of Kronos' credit  agreements could result
in the acceleration of the applicable  indebtedness prior to its stated maturity
for reasons other than  defaults  from failing to comply with typical  financial
covenants. For example, certain credit agreements allow the lender to accelerate
the  maturity of the  indebtedness  upon a change of control (as defined) of the
borrower.   In  addition,   certain  credit   agreements  could  result  in  the
acceleration of all or a portion of the indebtedness  following a sale of assets
outside the ordinary course of business.  Other than operating  leases discussed
in the  2004  Annual  Report,  neither  Kronos  nor any of its  subsidiaries  or
affiliates are parties to any off-balance sheet financing arrangements.

                                      - 26 -

Other

     At September  30, 2005,  the Company and its  subsidiaries  had (i) current
cash and cash  equivalents  aggregating  $62.9  million  ($59.9  million held by
non-U.S.  subsidiaries),  (ii) current restricted cash of $1.0 million and (iii)
noncurrent restricted marketable debt securities of $2.7 million.

     At September 30, 2005, Kronos' outstanding debt was comprised of (i) $457.6
million related to KII's Senior Secured Notes and (ii) approximately $200,000 of
other indebtedness.  During the second quarter of 2005, the Company extended the
respective  maturity dates of its European and U.S.  Credit  Facilities  each by
three years to June 2008 and September 2008, respectively.

     KII's  assets   consist   primarily  of   investments   in  its   operating
subsidiaries, and its ability to service its parent level obligations, including
the  Senior  Secured  Notes,  depends  in large  part upon the  distribution  of
earnings  of its  subsidiaries,  whether in the form of  dividends,  advances or
payments on account of  intercompany  obligation,  or  otherwise.  None of KII's
subsidiaries have guaranteed the Senior Secured Notes,  although KII has pledged
65% of the  common  stock  or  other  ownership  interest  of  certain  of KII's
first-tier operating subsidiaries as collateral of such Senior Secured Notes.

     Pricing  within the TiO2  industry  is  cyclical,  and  changes in industry
economic  conditions  significantly  impact Kronos'  earnings and operating cash
flows.  Cash flows from operations is considered the primary source of liquidity
for Kronos.  Changes in TiO2 pricing,  production  volumes and customer  demand,
among other things, could significantly affect the liquidity of Kronos.

     Based upon  Kronos'  expectations  for the TiO2  industry  and  anticipated
demand for Kronos' cash  resources as discussed  herein,  Kronos expects to have
sufficient  short-term  (defined as the twelve-month period ending September 30,
2006) and long-term  (defined as the five-year  period ending December 31, 2009,
the time  period  for which the  Company  generally  does  long-term  budgeting)
liquidity to meet its obligations  including  operations,  capital expenditures,
debt service and dividends.  To the extent that actual  developments differ from
Kronos' expectations, Kronos' liquidity could be adversely affected.

     See Note 10 to the Consolidated Financial Statements for certain income tax
examinations  currently  underway with respect to certain of Kronos'  income tax
returns in various non-U.S.  jurisdictions,  and see Note 12 to the Consolidated
Financial Statements for discussion of certain legal proceedings with respect to
Kronos.

     Certain  of  Kronos'  sales  generated  by  its  non-U.S.   operations  are
denominated in U.S. dollars. Kronos periodically uses currency forward contracts
to manage a nominal  portion of its foreign  exchange rate risk  associated with
receivables  denominated  in a  currency  other  than  the  holder's  functional
currency or similar exchange rate risk associated with future sales.  Kronos has
not entered  into these  contracts  for trading or  speculative  purposes in the
past,  nor does Kronos  currently  anticipate  entering into such  contracts for
trading  or  speculative  purposes  in the  future.  Derivatives  used to  hedge
forecasted transactions and specific cash flows associated with foreign currency
denominated  financial assets and liabilities  which meet the criteria for hedge
accounting  are  designated  as cash flow hedges.  Consequently,  the  effective
portion of gains and losses is  deferred  as a component  of  accumulated  other
comprehensive  income and is  recognized in earnings at the time the hedged item
affects  earnings.  Contracts that do not meet the criteria for hedge accounting
are  marked-to-market at each balance sheet date with any resulting gain or loss
recognized  in income  currently as part of net currency  transactions.  For the

                                      - 27 -

periods  ended  September  30,  2004  and 2005 the  Company  has not used  hedge
accounting  for any of its  contracts.  To manage such  exchange  rate risk,  at
September 30, 2005,  Kronos held a series of contracts,  which mature at various
dates through  December 2005, to exchange an aggregate of U.S. $10.0 million for
an equivalent  amount of Canadian  dollars at exchange  rates of Cdn.  $1.25 per
U.S.  dollar to Cdn.  $1.26 per U.S.  dollar.  At September 30, 2005, the actual
exchange rate was Cdn. $1.18 per U.S.  dollar.  The estimated fair value of such
foreign currency forward contracts at September 30, 2005 was not material.

     Kronos periodically evaluates its liquidity requirements,  alternative uses
of capital,  capital needs and availability of resources in view of, among other
things,  its  dividend  policy,   its  debt  service  and  capital   expenditure
requirements  and estimated  future  operating  cash flows.  As a result of this
process, Kronos has in the past and may in the future seek to reduce, refinance,
repurchase or restructure  indebtedness,  raise additional  capital,  repurchase
shares of its common stock,  modify its dividend policy,  restructure  ownership
interests, sell interests in subsidiaries or other assets, or take a combination
of such steps or other steps to manage its liquidity and capital  resources.  In
the  normal  course  of  its  business,  Kronos  may  review  opportunities  for
acquisitions, divestitures, joint ventures or other business combinations in the
chemicals or other  industries,  as well as the acquisition of interests in, and
loans to, related  entities.  In the event of any such  transaction,  Kronos may
consider using its available cash,  issuing its equity  securities or increasing
its  indebtedness to the extent  permitted by the agreements  governing  Kronos'
existing debt.

     Kronos has  substantial  operations  located  outside the United States for
which the functional  currency is not the U.S. dollar. As a result, the reported
amounts of Kronos' assets and  liabilities  related to its non-U.S.  operations,
and therefore Kronos' consolidated net assets, will fluctuate based upon changes
in currency exchange rates.

Non-GAAP financial measures

     In an effort to provide investors with additional information regarding the
Company's results of operations as determined by GAAP, the Company has disclosed
certain  non-GAAP   information  which  the  Company  believes  provides  useful
information to investors.

o    The Company discloses percentage changes in its average TiO2 selling prices
     in billing  currencies,  which  excludes  the  effects of foreign  currency
     translation.  The Company  believes  disclosure of such percentage  changes
     allows  investors to analyze such changes  without the impact of changes in
     foreign  currency  exchange rates,  thereby  facilitating  period-to-period
     comparisons of the relative changes in average selling prices in the actual
     various  billing  currencies.   Generally,  when  the  U.S.  dollar  either
     strengthens or weakens against other  currencies,  the percentage change in
     average  selling  prices  in  billing  currencies  will be higher or lower,
     respectively,  than such percentage  changes would be using actual exchange
     rates prevailing during the respective periods. See page 20.

ITEM 4.  CONTROLS AND PROCEDURES

     Evaluation of Disclosure  Controls and Procedures.  The Company maintains a
system of disclosure controls and procedures.  The term "disclosure controls and
procedures,"  as defined by  regulations  of the SEC,  means  controls and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized

                                      - 28 -

and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  or persons
performing  similar  functions,  as appropriate to allow timely  decisions to be
made regarding  required  disclosure.  Each of Harold C. Simmons,  the Company's
Chief Executive Officer, and Gregory M. Swalwell,  the Company's Vice President,
Finance and Chief  Financial  Officer,  has evaluated  the Company's  disclosure
controls and procedures as of September 30, 2005.  Based upon their  evaluation,
these executive officers have concluded that the Company's  disclosure  controls
and procedures are effective as of the date of such evaluation.

     Internal  Control Over  Financial  Reporting.  The Company  also  maintains
internal  control over  financial  reporting.  The term  "internal  control over
financial  reporting,"  as defined by  regulations  of the SEC,  means a process
designed by, or under the supervision of, the Company's  principal executive and
principal  financial  officers,  or persons performing  similar  functions,  and
effected by the Company's board of directors, management and other personnel, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with GAAP, and includes those policies and procedures that:

o    Pertain to the maintenance of records that in reasonable  detail accurately
     and fairly reflect the  transactions  and dispositions of the assets of the
     Company,

o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with GAAP, and
     that  receipts  and  expenditures  of the  Company  are being  made only in
     accordance with  authorizations of management and directors of the Company,
     and

o    Provide reasonable assurance regarding prevention or timely detection of an
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could  have a  material  effect  on the  Company's  Consolidated  Financial
     Statements.

     As permitted by the SEC, the Company's  assessment of internal control over
financial  reporting  excludes (i) internal control over financial  reporting of
its equity method  investees and (ii) internal  control over the  preparation of
the Company's financial statement schedules required by Article 12 of Regulation
S-X.  However,  the  Company's  assessment  of internal  control over  financial
reporting with respect to the Company's  equity method investees did include the
Company's  controls  over the  recording  of amounts  related  to the  Company's
investments   that  are  recorded  in  the  Company's   consolidated   financial
statements,  including controls over the selection of accounting methods for the
Company's investments,  the recognition of equity method earnings and losses and
the determination,  valuation and recording of the Company's  investment account
balances.

     There has been no change to the Company's  internal  control over financial
reporting  during the  quarter  ended  September  30,  2005 that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

                                      - 29 -

                           Part II. OTHER INFORMATION

Item 1. Legal Proceedings

     Reference is made to Note 12 of the Consolidated  Financial  Statements and
to the 2004 Annual Report for descriptions of certain legal proceedings.

Item 6. Exhibits

     31.1 - Certification

     31.2 - Certification

     32.1 - Certification


     The Company  has  retained a signed  original of any of the above  exhibits
that  contains  signatures,  and the Company  will  provide  such exhibit to the
Commission or its staff upon request. Kronos will also furnish,  without charge,
a copy of its Code of Business Conduct and Ethics,  its Audit Committee  Charter
and its Corporate Governance Guidelines,  each as adopted by the Company's board
of directors, upon request. Such requests should be directed to the attention of
Kronos's  Corporate  Secretary at Kronos's corporate offices located at 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240.

                                      - 30 -

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                   Kronos Worldwide, Inc.
                                                ---------------------------
                                                       (Registrant)



Date   November 3, 2005                   By /s/ Gregory M. Swalwell
                                             ----------------------------------
                                             Gregory M. Swalwell
                                              Vice President, Finance and Chief
                                               Financial Officer (Principal
                                               Financial Officer)


Date   November 3, 2005                   By /s/ James W. Brown
                                             ----------------------------------
                                             James W. Brown
                                             Vice President and Controller
                                             (Principal Accounting Officer)

                                      - 31 -