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   March 31, 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
                                                                  ---   ---



Number of shares of the Registrant's common stock outstanding on April 29, 2005:
48,946,049.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                          Page
                                                                         number

Part I.       FINANCIAL INFORMATION

  Item 1.     Financial Statements

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

              Consolidated Statements of Income -
               Three months ended March 31, 2004 and 2005 (Unaudited)       5

              Consolidated Statements of Comprehensive Income -
               Three months ended March 31, 2004 and 2005 (Unaudited)       6

              Consolidated Statement of Stockholders' Equity -
               Three months ended March 31, 2005 (Unaudited)                7

              Consolidated Statements of Cash Flows -
               Three months ended March 31, 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                         16

  Item 4.     Controls and Procedures                                      25

Part II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                            26

  Item 6.     Exhibits                                                     26




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>

               ASSETS                                     December 31,        March 31,
                                                              2004              2005
                                                          ------------      -----------
                                                                              (Unaudited)
 Current assets:
<S>                                                       <C>               <C>
   Cash and cash equivalents                               $   60,790       $   38,406
   Restricted cash                                              1,529              965
   Accounts and other receivables                             190,319          213,702
   Refundable income taxes                                      3,272            1,121
   Receivables from affiliates                                     16                -
   Inventories                                                233,858          239,384
   Prepaid expenses                                             4,529            6,551
   Deferred income taxes                                        1,205            1,995
                                                           ----------       ----------

       Total current assets                                   495,518          502,124
                                                           ----------       ----------

 Other assets:
   Investment in TiO2 manufacturing joint venture             120,251          121,101
   Deferred income taxes                                      238,284          235,909
   Other                                                       32,340           30,287
                                                           ----------       ----------

       Total other assets                                     390,875          387,297
                                                           ----------       ----------

 Property and equipment:
   Land                                                        35,511           33,869
   Buildings                                                  196,983          189,371
   Equipment                                                  857,714          823,381
   Mining properties                                           71,980           68,596
   Construction in progress                                    16,753           18,752
                                                           ----------       ----------
                                                            1,178,941        1,133,969
   Less accumulated depreciation and amortization             712,051          692,216
                                                           ----------       ----------

       Net property and equipment                             466,890          441,753
                                                           ----------       ----------

                                                           $1,353,283       $1,331,174
                                                           ==========       ==========
</TABLE>



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

    LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,       March 31,
                                                              2004             2005
                                                          -----------       -----------
                                                                            (Unaudited)

 Current liabilities:
<S>                                                        <C>              <C>
   Current maturities of long-term debt                    $   13,792       $   13,108
   Accounts payable and accrued liabilities                   170,009          168,571
   Payable to affiliates                                        9,231           11,209
   Income taxes                                                17,129           18,406
   Deferred income taxes                                        2,722            2,386
                                                           ----------       ----------

                                                              212,883          213,680
                                                           ----------       ----------
       Total current liabilities

 Noncurrent liabilities:
   Long-term debt                                             519,403          493,145
   Deferred income taxes                                       60,081           58,900
   Accrued pension costs                                       61,300           57,027
   Accrued postretirement benefits costs                       11,288           11,024
   Other                                                       17,407           15,022
                                                           ----------       ----------

       Total noncurrent liabilities                           669,479          635,118
                                                           ----------       ----------

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


 Stockholders' equity:
   Common stock                                                   489              489
   Additional paid-in capital                               1,060,643        1,060,644
   Retained deficit                                          (463,352)        (454,187)
   Accumulated other comprehensive loss:
     Currency translation                                     (88,181)         (85,892)
     Pension liabilities                                      (38,754)         (38,754)
                                                           ----------       ----------

       Total stockholders' equity                             470,845          482,300
                                                           ----------       ----------

                                                           $1,353,283       $1,331,174
                                                           ==========       ==========
</TABLE>

Commitments and contingencies (Notes 8 and 10)


          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 2004 and 2005

                      (In thousands, except per share data)

                                   (Unaudited)
<TABLE>

                                                               2004             2005
                                                               ----             ----

<S>                                                        <C>             <C>
Net sales                                                  $  263,267      $   291,874
Cost of sales                                                 202,231          207,677
                                                           ----------       ----------

    Gross margin                                               61,036           84,197

Selling, general and administrative expense                    35,244           37,253
Other operating income (expense):
  Currency transaction gains, net                                 254              928
  Disposition of property and equipment                           (23)             (34)
  Other income                                                     14               36
  Corporate expense                                              (438)          (1,425)
                                                           ----------       ----------

    Income from operations                                     25,599           46,449

Other income (expense):
  Trade interest income                                           206               78
  Other interest income                                           151              341
  Interest expense to affiliates                               (4,475)               -
  Interest expense                                             (9,215)         (11,772)
                                                           ----------       ----------

    Income before income taxes and minority interest           12,266           35,096

Provision for income taxes                                      2,450           13,691

Minority interest in after-tax earnings                             8                4
                                                           ----------       ----------

    Net income                                             $    9,808       $   21,401
                                                           ==========       ==========

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

Basic and diluted net income per share                     $      .20       $      .44
                                                           ==========       ==========

Basic and diluted weighted-average shares
   used in the calculation of net income per share             48,943           48,946
                                                           ==========       ==========
</TABLE>

See accompanying notes to consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 2004 and 2005

                                 (In thousands)

                                   (Unaudited)
<TABLE>

                                                              2004             2005
                                                              ----             ----

<S>                                                        <C>              <C>
Net income                                                 $    9,808       $   21,401

Other comprehensive income (loss), net of tax - currency
   translation adjustment                                        (437)           2,289
                                                           ----------       ----------

          Comprehensive income                             $    9,371       $   23,690
                                                           ==========       ==========
</TABLE>


          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

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

 Net income                           -              -        21,401             -              -          21,401

 Dividends                            -              -       (12,236)            -              -         (12,236)

 Other comprehensive income           -              -             -         2,289              -           2,289

 Other                                -              1             -             -              -               1
                                 ------     ----------     ---------      --------       --------        --------

 Balance at March 31, 2005       $  489     $1,060,644     $(454,187)     $(85,892)      $(38,754)       $482,300
                                 ======     ==========     =========      ========       ========        ========
</TABLE>

          See accompanying notes to consolidated financial statements.



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2004 and 2005

                                 (In thousands)
                                   (Unaudited)


<TABLE>

                                                             2004             2005
                                                             ----             ----

 Cash flows from operating activities:
<S>                                                        <C>              <C>
   Net income                                              $  9,808         $ 21,401
   Depreciation and amortization                             11,038           11,182
   Noncash interest expense                                     619              780
   Deferred income taxes                                     (1,357)           4,963
   Minority interest                                              8                4
   Net loss from disposition of property and equipment           23               34
   Distributions from (contributions to) TiO2
    manufacturing joint venture, net                          1,800             (850)
   Pension cost, net                                          1,027           (1,737)
   Other postretirement benefits, net                          (258)            (265)
   Other, net                                                   700                2
   Change in assets and liabilities:
     Accounts and other receivables                         (31,008)         (39,179)
     Inventories                                             33,494          (14,232)
     Prepaid expenses                                           (66)          (2,003)
     Accounts payable and accrued liabilities               (27,339)          13,746
     Income taxes                                            21,286            4,004
     Accounts with affiliates                                   279            1,763
     Other, net                                                (940)          (4,570)
                                                           --------         --------

         Net cash provided by (used in)
          operating activities                               19,114           (4,957)
                                                           --------         --------

 Cash flows from investing activities:
   Capital expenditures                                      (4,501)          (5,203)
   Change in restricted cash equivalents                        556              529
   Other, net                                                    30               21
                                                           --------         --------

         Net cash used in investing activities               (3,915)          (4,653)
                                                           --------         --------

 Cash flows from financing activities:
   Indebtedness:
     Borrowings                                              99,968             -
     Principal payments                                     (67,468)             (41)
   Dividends paid                                           (12,236)         (12,236)
                                                           --------         --------

         Net cash provided by (used in)
          financing activities                               20,264          (12,277)
                                                           --------         --------
</TABLE>





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 2004 and 2005

                                 (In thousands)
                                   (Unaudited)

<TABLE>

                                                             2004              2005
                                                             ----              ----


 Cash and cash equivalents - net change from:
<S>                                                        <C>              <C>
   Operating, investing and financing activities           $ 35,463         $(21,887)
   Currency translation                                        (979)            (497)
 Cash and cash equivalents at beginning of period            55,876           60,790
                                                           --------         --------

 Cash and cash equivalents at end of period                $ 90,360         $ 38,406
                                                           ========         ========


 Supplemental disclosures - cash paid (received) for:
     Interest, net of amounts capitalized                  $  5,559              171
     Income taxes, net                                      (18,165)        $  3,783
</TABLE>


          See accompanying notes to consolidated financial statements.




                     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). At March 31, 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  91% 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 March 31, 2005,  and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim periods ended March 31, 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").

     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 11. 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
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  $700,000  in the  first  quarter  of 2004  and
approximately $100,000 in the first quarter of 2005.

     The following  table presents what the Company's  consolidated  net income,
and related per share amounts,  would have been in the first quarter of 2004 and
2005 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 March 31,
                                                        ----------------------------
                                                           2004             2005
                                                           ----             ----
                                                           (In millions, except
                                                             per share amounts)

<S>                                                        <C>              <C>
Net income as reported                                     $ 9.8            $21.4

Adjustments, net of applicable income
 tax effects and minority interest:
  Stock-based employee compensation expense
   determined under APBO No. 25                               .5               .1
  Stock-based employee compensation expense
   determined under SFAS No. 123                              -                -
                                                           -----            -----

Pro forma net income                                       $10.3            $21.5
                                                           =====            =====

Basic and diluted earnings per share:
  As reported                                              $ .20            $ .44
  Pro forma                                                  .21              .44
</TABLE>

Note 2 - Accounts and other receivables:
<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

<S>                                                        <C>              <C>
 Trade receivables                                         $176,332         $200,183
 Insurance claims                                                32              113
 Recoverable VAT and other receivables                       16,332           15,608
 Allowance for doubtful accounts                             (2,377)          (2,202)
                                                           --------         --------

                                                           $190,319         $213,702
                                                           ========         ========
</TABLE>

Note 3 - Inventories:
<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

<S>                                                        <C>              <C>
 Raw materials                                             $ 45,962         $ 43,596
 Work in process                                             16,612           17,256
 Finished products                                          130,385          138,168
 Supplies                                                    40,899           40,364
                                                           --------         --------

                                                           $233,858         $239,384
                                                           ========         ========
</TABLE>




Note 4 - Other noncurrent assets:
<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

<S>                                                        <C>              <C>
 Deferred financing costs, net                             $ 10,921         $  9,742
 Restricted marketable debt securities                        2,877            2,741
 Unrecognized net pension obligations                        13,518           13,152
 Other                                                        5,024            4,652
                                                           --------         --------

                                                           $ 32,340         $ 30,287
                                                           ========         ========
</TABLE>

Note 5 - Accounts payable and accrued liabilities:

<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

<S>                                                        <C>              <C>
 Accounts payable                                          $ 91,713         $ 77,259
 Employee benefits                                           36,861           34,708
 Interest                                                       152           11,036
 Other                                                       41,283           45,568
                                                           --------         --------

                                                           $170,009         $168,571
                                                           ========         ========
</TABLE>


Note 6 - Long-term debt:
<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

 Kronos International, Inc. and subsidiaries:
<S>                                                        <C>              <C>
   8.875% Senior Secured Notes                             $519,225         $493,015
   European bank credit facility                             13,622           12,946
   Other                                                        348              292
                                                           --------         --------

                                                            533,195          506,253
 Less current maturities                                     13,792           13,108
                                                           --------         --------

                                                           $519,403         $493,145
                                                           ========         ========
</TABLE>

     In April 2005,  the Company  repaid euro 5.0 million ($6.5  million) on its
European bank credit facility.

Note 7 - Other noncurrent liabilities:
<TABLE>

                                                         December 31,        March 31,
                                                             2004              2005
                                                         ------------       ----------
                                                                (In thousands)

<S>                                                        <C>              <C>
 Employee benefits                                         $  5,107         $  4,827
 Insurance claims and expenses                                1,927            2,204
 Asset retirement obligations                                   958              962
 Other                                                        9,415            7,029
                                                           --------         --------

                                                           $ 17,407         $ 15,022
                                                           ========         ========
</TABLE>





Note 8 - Provision for income taxes:
<TABLE>

                                                        Three months ended March 31,
                                                        ----------------------------
                                                           2004             2005
                                                           ----             ----
                                                               (In millions)

<S>                                                        <C>              <C>
 Expected tax expense                                      $ 4.3            $12.3
 Incremental U.S. tax and rate differences on
  equity in earnings of non-tax group companies              (.1)              .2
 Non-U.S. tax rates                                           .1               .1
 Change in deferred income tax valuation
   allowance, net                                           (3.0)              -
 Nondeductible expenses                                       .8              1.0
 Other, net                                                   .4               .1
                                                           -----            -----

                                                           $ 2.5            $13.7
                                                           =====            =====
</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 has received a preliminary  tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of approximately  euro 6 million ($8 million at March 31, 2005).
     Kronos  has  filed  a  protest  to this  assessment,  and  believes  that a
     significant  portion of the  assessment is 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,  is
     expected to be approximately euro 9 million ($12 million).  Kronos believes
     the proposed  assessment is  substantially  without  merit,  and Kronos has
     filed a written response.

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  preliminary  tax  assessment  from the Canadian tax
     authorities  related to the years 1998 and 1999 proposing tax  deficiencies
     of Cdn. $11 million ($9 million). Kronos has filed a protest and believes a
     significant portion of the assessment is without merit.

     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,  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.




Note 9 - Employee benefit plans:

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

                                                         Three months ended March 31,
                                                         ----------------------------
                                                           2004               2005
                                                           ----               ----
                                                                (In thousands)

<S>                                                        <C>              <C>
 Service cost                                              $ 1,611          $ 1,987
 Interest cost                                               4,328            4,580
 Expected return on plan assets                             (3,832)          (4,114)
 Amortization of prior service cost                            141              154
 Amortization of net transition obligations                    160              157
 Recognized actuarial losses                                   742              951
                                                           -------          -------

                                                           $ 3,150          $ 3,715
                                                           =======          =======
</TABLE>

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

                                                        Three months ended March 31,
                                                        ----------------------------
                                                           2004              2005
                                                           ----              ----
                                                               (In thousands)

<S>                                                        <C>              <C>
 Service cost                                              $  57            $  55
 Interest cost                                               181              145
 Amortization of prior service credit                       (183)            (160)
 Recognized actuarial losses                                  39               18
                                                           -----            -----

                                                           $  94            $  58
                                                           =====            =====
</TABLE>

Note 10 - Commitments and contingencies:

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

     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,  with approximately  one-third of the Company's current
TiO2  production  capacity,  is located within Bayer's  extensive  manufacturing
complex.  Rent  for 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 the  Leverkusen  facility;  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.

Note 11 - 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
award (generally, if 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,  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, 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.


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 (i) relative
changes in TiO2  average  selling  prices and (ii)  relative  changes in foreign
currency  exchange rates.  Selling prices for TiO2 (in billing  currencies) were
generally:  decreasing  during the first half of 2004 and increasing in the last
half of 2004 and the first quarter of 2005.

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.  The factors that could cause actual future results to
differ  materially 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,

o    The extent of the  dependence  of certain of the  Company's  businesses  on
     certain market sectors,

o    The cyclicality of the Company's businesses,

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 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.
<TABLE>

                                                             Three months ended
                                                                   March 31,
                                                           ----------------------           %
                                                            2004             2005          Change
                                                            ----             ----          ------
                                                                    (In millions, except
                                                                  percentages and volumes)

<S>                                                        <C>              <C>              <C>
 Net sales                                                 $263.3           $291.9          +11%
 Cost of sales                                              202.3            207.7           +3%

 Gross margin                                                61.0             84.2          +38%

 Selling, general and administrative expense                (35.2)           (37.2)
 Currency transaction gains, net                               .2               .9
 Corporate expense                                            (.4)            (1.4)
                                                           ------           ------

 Income from operations                                    $ 25.6           $ 46.5          +81%
                                                           ======           ======
 TiO2 operating statistics:

   Percent change in average selling prices:
       Using actual foreign currency exchange rates                                         +13%
       Impact of changes in foreign currency
        exchange rates                                                                       -5%
                                                                                            ----

       In billing currencies                                                                 +8%
                                                                                            ====

   Sales volumes*                                           118              114            -3%
   Production volumes*                                      117              122            +4%
</TABLE>

________________________________

     *   Thousands of metric tons


     Kronos'  sales  increased  $28.6 million (11%) in the first quarter of 2005
compared to the first  quarter of 2004 due 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 $11 million,  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 first quarter
of 2005 were 8% higher as compared to the first quarter of 2004. 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 first quarter of 2005  increased 13% compared to the first quarter
of 2004.

     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
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 13%
increase in Kronos' average TiO2 selling prices during the first quarter of 2005
as compared to the first quarter of 2004 using actual foreign currency  exchange
rates prevailing  during the respective  periods (the GAAP measure),  and the 8%
increase in Kronos'  average  TiO2  selling  prices in billing  currencies  (the
non-GAAP measure) during 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 the first  quarter  of 2005  decreased  3%
compared to the first quarter of 2004,  due primarily to lower volumes in export
markets. Demand for TiO2 has remained strong throughout 2004 and 2005, and while
Kronos  believes that the strong demand for TiO2 is largely  attributable to the
end-use demand of its customers,  it is possible that some portion of the strong
demand  resulted from customers  increasing  their  inventory  levels of TiO2 in
advance of implementation  of announced or anticipated price increases.  Kronos'
income from operations  comparisons were favorably impacted by higher production
levels,  which increased 4% in the first quarter of 2005 as compared to the same
period in 2004. Kronos' operating rates were near full capacity in both periods,
and Kronos'  production volume in the first quarter of 2005 was a new record for
Kronos for a first quarter.

     The  Company's  cost of sales  increased  $5.4  million  (3%) in the  first
quarter of 2005 compared to the first quarter of 2004 largely due to the effects
of translating  foreign currencies  (primarily the euro) into U.S. dollars. 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 the
first quarter of 2004 to 71% in the first quarter of 2005.

     The Company's  gross margins for the first quarter of 2005 increased  $23.2
million  (38%)  from the first  quarter  of 2004 due to the net  effects  of the
aforementioned increases in net sales and cost of sales.

     Selling, general and administrative expenses increased $2.0 million (6%) in
the first quarter of 2005 as compared to the corresponding  period in 2004. This
increase is largely attributable to the impact of translating foreign currencies
(primarily the euro) into U.S. dollars. Corporate expense increased $1.0 million
in the  first  quarter  of 2005 as  compared  to the first  quarter  of 2004 due
primarily to higher  professional  fees and other costs  associated  with Kronos
being a public company.

     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 a net $11 million in the
first  quarter of 2005 as 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 first quarter of 2005 as compared to the
first  quarter  of 2004.  Overall,  the net  impact of  currency  exchange  rate
fluctuations  on  the  Company's   operating  income  comparisons   resulted  in
approximately a net $1 million  increase in the Company's income from operations
in the first quarter of 2005 as compared to the first quarter of 2004.

     In April  2005,  the  Company  sold its  passive  interest  in a  Norwegian
smelting  operation,  which had a nominal carrying value for financial reporting
purposes,  for approximately $5 million. The Company expects to recognize a gain
of  approximately $5 million related to such sale in the second quarter of 2005,
and will report such gain as part of income from operations.

Outlook

     Reflecting the continued  implementation  of price increase  announcements,
Kronos'  average TiO2 selling prices in billing  currencies in the first quarter
of 2005 were 4% higher than the fourth quarter of 2004.  Kronos expects its TiO2
production  volumes in the  remainder  of 2005 will be slightly  higher than its
2004  volumes,  with sales volumes  comparable  to or slightly  lower in 2005 as
compared to 2004. Kronos' average TiO2 selling prices, which started to increase
during  the  second  half of 2004 and  continued  to  increase  during the first
quarter of 2005,  are expected to continue to increase  during the  remainder of
2005,  and  consequently,  Kronos  currently  expects its average  TiO2  selling
prices, in billing  currencies,  will be higher in 2005 as compared to 2004. The
anticipated  higher  selling  prices  in 2005  reflect  the  expected  continued
implementation  of selling price  announcements,  including Kronos' latest price
increases  announced  in March  2005.  The  extent  to which  all of such  price
increases,   and  any  additional   price   increases  which  may  be  announced
subsequently  in 2005,  will be  realized  will depend on,  among other  things,
economic  factors.  Overall,  Kronos expects its income from  operations in 2005
will be higher than 2004,  due  primarily  to higher  expected  selling  prices.
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.

     The Company's  efforts to  debottleneck  its production  facilities to meet
long-term demand continues to prove  successful.  Such  debottlenecking  efforts
included,  among other things, the addition of back-end finishing capacity to be
able to  process a larger  quantity  of the base  TiO2  produced  and  equipment
upgrades  and  enhancements  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 is  approximately  500,000  metric  tons,  with  some  slight
additional  capacity  available  in 2006 through its  continued  debottlenecking
efforts.

Other income (expense)
<TABLE>

                                                             Three months ended
                                                                   March 31,
                                                           ----------------------
                                                            2004             2005      Difference
                                                            ----             ----      ----------
                                                                        (In millions)

<S>                                                        <C>              <C>         <C>
 Trade interest income                                     $   .2           $   .1      $  (.1)
 Other interest income                                         .2               .3          .1
 Interest expense to affiliates                              (4.5)             -           4.5
 Other interest expense                                      (9.2)           (11.8)       (2.6)
                                                           ------           ------      ------

                                                           $(13.3)          $(11.4)     $  1.9
                                                           ======           ======      ======
</TABLE>

     Interest  expense  to  affiliates  decreased  $4.5  million  from the first
quarter of 2004 to nil in the first  quarter of 2005 due to the  prepayment  and
cancellation,  in the fourth quarter of 2004 of the $200 million  long-term note
payable to NL.

     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 first  quarter of 2005 was $11.8  million,  an  increase  of $2.6
million from the first quarter of 2004. The increase was 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 increase in interest  expense was due to relative  changes in
foreign currency  exchange rates,  which increased the U.S. dollar equivalent of
interest  expense on the euro 285 million KII Senior  Secured Notes  outstanding
during both periods by  approximately  $500,000 in the first  quarter of 2005 as
compared  to the  first  quarter  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.


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 8 to the Consolidated Financial Statements.

     At March 31,  2005,  Kronos has the  equivalent  of $633  million  and $205
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. Because the benefit of such
net operating loss carryforwards and other deductible  temporary  differences in
Germany has now been recognized,  the Company's effective income tax rate in the
first quarter of 2005 is higher than its effective  income tax rate in the first
quarter of 2004,  although  its  current and future cash income tax rate was not
affected  by the  reversal of the  valuation  allowance.  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.

Accounting principles not yet implemented

     See Note 11 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 three  months  ended  March 31, 2004 and 2005 are
presented below:
<TABLE>

                                                         Three months ended March 31,
                                                         ----------------------------
                                                           2004               2005
                                                           ----               ----
                                                                (In thousands)

 Net cash provided (used) by:
<S>                                                        <C>              <C>
   Operating activities                                    $ 19.1           $ (5.0)
   Investing activities                                      (3.9)            (4.6)
   Financing activities                                      20.3            (12.3)
                                                           ------           ------

     Net cash provided (used) by operating,
        investing and financing activities                 $ 35.5           $(21.9)
                                                           ======           ======
</TABLE>

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 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 $19.1 million provided
by  operating  activities  in the first three  months of 2004 to $5.0 million of
cash used in operating  activities in the first three months of 2005. This $24.1
million  decrease was due  primarily to the net effects of (i) higher net income
of $11.6 million, (ii) higher depreciation and amortization expense of $100,000,
(iii) higher deferred income taxes of $6.3 million, (iv) lower net contributions
to the TiO2 manufacturing joint venture of $850,000 in the first three months of
2005 compared to a $1.8 million  distribution in the first three months of 2004,
(v) a higher  amount of net cash used from  relative  changes  in the  Company's
inventories,  receivables,  payables and accruals of $13.3  million in the first
three  months of 2005 as  compared  to the first  three  months of 2004 and (vi)
higher cash paid for income taxes of $21.9 million, due in large part to a $20.1
million  tax refund  received  during the first three  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.

Investing and financing activities

     The Company's  capital  expenditures  were $4.5 million and $5.2 million in
the first three months of 2004 and 2005, respectively.

     In the first quarter of 2005, the Company paid a regular quarterly dividend
to stockholders of $.25 per share, aggregating $12.2 million.

     At March 31, 2005,  unused credit  available under Kronos'  existing credit
facilities  approximated $143 million, which was comprised of: $89 million under
its European  revolving credit  facility,  $11 million under its Canadian credit
facility,  $40 million under its U.S. credit facility and $3 million under other
non-US  facilities.  At  March  31,  2005,  KII had  approximately  $62  million
available for payment of dividends and other restrictive  payments as defined in
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 meets 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.

     At March 31, 2005,  the Company and its  subsidiaries  had (i) current cash
and cash equivalents  aggregating  $38.4 million ($18.8 million held by non-U.S.
subsidiaries),  (ii) current  restricted  cash of $965,000 and (iii)  noncurrent
restricted marketable debt securities of $2.7 million.

     At March 31, 2005,  Kronos'  outstanding  debt was  comprised of (i) $493.0
million  related to KII's Senior Secured Notes and (ii)  approximately  $13.3 of
other indebtedness,  principally $12.9 million related to the Company's European
revolving  bank credit  facility which matures in June 2005. KII expects to seek
to renew such facility during the second quarter of 2005.

     Kronos'   assets   consist   primarily  of  investments  in  its  operating
subsidiaries,  and  Kronos'  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 Kronos'
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.

     As  disclosed  in the 2004 Annual  Report,  KII may redeem up to 35% of the
Senior  Secured  Notes on or before  June 30,  2005 with the net  proceeds  of a
qualified  public  offering of equity  securities  of either  Kronos or KII. KII
currently has no plans to so redeem the Senior Secured Notes, although until the
June 30, 2005 date passes, KII retains the right to so redeem the 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 and long-term 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 8 to the Consolidated  Financial Statements for certain income tax
examinations  currently  underway with respect to certain of Kronos'  income tax
returns in  various  U.S.  and  non-U.S.  jurisdictions,  and see Note 10 to the
Consolidated Financial Statements with respect to 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 very nominal  portion of 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.  To manage
such  exchange  rate risk,  at March 31,  2005,  Kronos held a  contract,  which
matured in April  2005,  to  exchange  an  aggregate  of U.S.  $5 million for an
equivalent amount of Canadian dollars at an exchange rate of Cdn. $1.24 per U.S.
dollar.  At March 31, 2005,  the actual  exchange  rate was Cdn.  $1.21 per U.S.
dollar.  The estimated fair value of such foreign  currency  forward contract at
March 31, 2005 is insignificant.

     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.

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
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 March 31, 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
investment 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 March 31, 2005 that has materially  affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over financial reporting.

                           Part II. OTHER INFORMATION

Item 1.        Legal Proceedings

     Reference is made to Note 10 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.



                                   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   May 4, 2005                        By /s/ Gregory M. Swalwell
     ---------------                         ----------------------------------
                                             Gregory M. Swalwell
                                              Vice President, Finance and Chief
                                               Financial Officer (Principal
                                               Financial Officer)


Date   May 4, 2005                        By /s/ James W. Brown
     ---------------                         ----------------------------------
                                             James W. Brown
                                             Vice President and Controller
                                             (Principal Accounting Officer)