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, 2004           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___   No_X_



Number of shares of the Registrant's common stock outstanding on April 30, 2004:
48,943,049.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                     Page
                                                                    number

Part I.     FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Consolidated Balance Sheets -
             December 31, 2003 and March 31, 2004                      3

            Consolidated Statements of Income -
             Three months ended March 31, 2003 and 2004                5

            Consolidated Statements of Comprehensive Income -
             Three months ended March 31, 2003 and 2004                6

            Consolidated Statement of Stockholders' Equity -
             Three months ended March 31, 2004                         7

            Consolidated Statements of Cash Flows -
             Three months ended March 31, 2003 and 2004                8

            Notes to Consolidated Financial Statements                10

  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                      16

  Item 4.   Controls and Procedures                                   23

Part II.    OTHER INFORMATION

  Item 1.   Legal Proceedings                                         24

  Item 6.   Exhibits and Reports on Form 8-K                          24




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>

              ASSETS                                                              December 31,         March 31,
                                                                                      2003                2004
                                                                                  ------------        -----------

Current assets:
<S>                                                                               <C>                 <C>
  Cash and cash equivalents                                                       $   55,876          $   90,360
  Restricted cash and cash equivalents                                                 1,313                 845
  Accounts and other receivables                                                     156,212             183,583
  Refundable income taxes                                                             35,336              14,428
  Receivable from affiliates                                                           1,209                 601
  Inventories                                                                        266,020             227,530
  Prepaid expenses                                                                     4,456               4,520
  Deferred income taxes                                                                2,755               3,118
                                                                                  ----------          ----------

      Total current assets                                                           523,177             524,985
                                                                                  ----------          ----------

Other assets:
  Investment in TiO2 manufacturing joint venture                                     129,011             127,211
  Other                                                                               28,040              27,182
                                                                                  ----------          ----------

      Total other assets                                                             157,051             154,393
                                                                                  ----------          ----------

Property and equipment:
  Land                                                                                32,339              31,461
  Buildings                                                                          179,472             175,143
  Equipment                                                                          765,231             750,086
  Mining properties                                                                   63,701              61,160
  Construction in progress                                                             9,666               9,108
                                                                                  ----------          ----------
                                                                                   1,050,409           1,026,958
  Less accumulated depreciation and amortization                                     615,442             609,637
                                                                                  ----------          ----------

      Net property and equipment                                                     434,967             417,321
                                                                                  ----------          ----------

                                                                                  $1,115,195          $1,096,699
                                                                                  ==========          ==========
</TABLE>






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

   LIABILITIES AND STOCKHOLDERS' EQUITY                                           December 31,         March 31,
                                                                                      2003               2004
                                                                                  ------------         ---------

Current liabilities:
<S>                                                                               <C>                 <C>
  Current maturities of long-term debt                                            $      288          $      279
  Accounts payable                                                                    97,446              61,908
  Accrued liabilities                                                                 69,218              75,784
  Payable to affiliates                                                                8,919               8,250
  Income taxes                                                                        12,354              12,681
  Deferred income taxes                                                                3,436               1,407
                                                                                  ----------          ----------

      Total current liabilities                                                      191,661             160,309
                                                                                  ----------          ----------

Noncurrent liabilities:
  Long-term debt                                                                     356,451             377,531
  Note payable to affiliate                                                          200,000             200,000
  Accrued pension costs                                                               68,161              67,846
  Accrued postretirement benefits costs                                               11,176              10,895
  Deferred income taxes                                                              113,143             108,796
  Other                                                                               14,727              14,318
                                                                                  ----------          ----------

      Total noncurrent liabilities                                                   763,658             779,386
                                                                                  ----------          ----------

Minority interest                                                                        525                 518
                                                                                  ----------          ----------

Stockholders' equity:
  Common stock                                                                           489                 489
  Additional paid-in capital                                                       1,060,157           1,060,157
  Retained deficit                                                                  (729,260)           (731,688)
  Accumulated other comprehensive loss:
    Currency translation                                                            (133,009)           (133,446)
    Pension liabilities                                                              (39,026)            (39,026)
                                                                                  ----------          ----------

      Total stockholders' equity                                                     159,351             156,486
                                                                                  ----------          ----------

                                                                                  $1,115,195          $1,096,699
                                                                                  ==========          ==========

Commitments and contingencies (Notes 8 and 10)
</TABLE>

          See accompanying notes to consolidated financial statements.







                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 2003 and 2004

                      (In thousands, except per share data)
<TABLE>

                                                                                   2003                2004
                                                                                   ----                ----

<S>                                                                             <C>                 <C>
Net sales                                                                       $ 252,973           $  263,267
Cost of sales                                                                     188,417              202,231
                                                                                ---------           ----------

    Gross margin                                                                   64,556               61,036

Selling, general and administrative expense                                        29,379               35,244
Other operating income (expense):
  Currency transaction gains (losses), net                                         (1,098)                 254
  Disposition of property and equipment                                               (61)                 (23)
  Other income                                                                        103                   14
  Corporate expense                                                                  (771)                (438)
                                                                                ---------           ----------

    Income from operations                                                         33,350               25,599

Other income (expense):
  Trade interest income                                                               163                  206
  Interest income from affiliates                                                     358                    -
  Other interest income                                                                36                  151
  Interest expense to affiliates                                                     (384)              (4,475)
  Interest expense                                                                 (7,983)              (9,215)
                                                                                ---------           ----------

    Income before income taxes and minority interest                               25,540               12,266

Provision for income taxes                                                          8,851                2,450

Minority interest in after-tax earnings                                                24                    8
                                                                                ---------           ----------

    Net income                                                                  $  16,665           $    9,808
                                                                                ---------           ----------

Basic and diluted net income per share                                          $     .34           $      .20
                                                                                =========           ==========

Basic and diluted weighted-average shares used in the calculation of
   net income per share                                                            48,943               48,943
                                                                                =========           ==========
</TABLE>
          See accompanying notes to consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)


<TABLE>

                                                                                   2003                2004
                                                                                   ----                ----

<S>                                                                             <C>                  <C>
Net income                                                                      $  16,665            $   9,808

Other comprehensive income (loss), net of tax - currency
   translation adjustment                                                           3,699                 (437)
                                                                                ---------            ---------

          Comprehensive income                                                  $  20,364            $   9,371
                                                                                =========            =========
</TABLE>

          See accompanying notes to consolidated financial statements.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2004

                                 (In thousands)
<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, 2003      $  489      $1,060,157     $(729,260)     $(133,009)      $(39,026)       $159,351

 Net income                          -               -            9,808           -              -              9,808

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

 Other comprehensive loss            -               -             -              (437)          -               (437)
                                   ------      ----------     ---------      ---------       --------        --------

 Balance at March 31, 2004         $  489      $1,060,157     $(731,688)     $(133,446)      $(39,026)       $156,486
                                   ======      ==========     =========      =========       ========        ========
</TABLE>
          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)


<TABLE>

                                                                                      2003           2004
                                                                                     ------         ------


Cash flows from operating activities:
<S>                                                                                <C>           <C>
  Net income                                                                       $ 16,665      $  9,808
  Depreciation and amortization                                                       9,520        11,038
  Noncash interest expense                                                              528           619
  Deferred income taxes                                                               4,246        (1,357)
  Minority interest                                                                      24             8
  Net loss from disposition of property and equipment                                    61            23
  Pension cost, net                                                                  (1,051)        1,027
  Distributions from (contributions to) TiO2 manufacturing joint venture, net        (1,250)        1,800
  Other postretirement benefits, net                                                   (314)         (258)
  Other, net                                                                              -           700
  Change in assets and liabilities:
    Accounts and other receivables                                                  (28,457)      (31,008)
    Inventories                                                                      18,702        33,494
    Prepaid expenses                                                                  1,581           (66)
    Accounts payable and accrued liabilities                                        (29,577)      (27,339)
    Income taxes                                                                        405        21,286
    Accounts with affiliates                                                          2,077           279
    Other, net                                                                          801          (940)
                                                                                   --------      --------

        Net cash provided by (used in) operating activities                          (6,039)       19,114
                                                                                   --------      --------

Cash flows from investing activities:
  Capital expenditures                                                               (6,503)       (4,501)
  Change in restricted cash equivalents                                              (1,009)          556
  Other, net                                                                             42            30
                                                                                   --------      --------

        Net cash used in investing activities                                        (7,470)       (3,915)
                                                                                   --------      --------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                       16,106        99,968
    Principal payments                                                                 (342)      (67,468)
    Repayment of loans from affiliates                                                8,000          -
  Dividends paid                                                                       -          (12,236)
  Other capital transactions with affiliates, net                                   (11,400)         -
                                                                                   --------      --------
        Net cash provided by financing activities                                    12,364        20,264
                                                                                   --------      --------
</TABLE>











                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)

<TABLE>

                                                                     2003              2004
                                                                   ------             ------


Cash and cash equivalents - net change from:
<S>                                                               <C>               <C>
  Operating, investing and financing activities                   $ (1,145)         $ 35,463
  Currency translation                                                 421              (979)
Cash and cash equivalents at beginning of period                    40,685            55,876
                                                                  --------          --------

Cash and cash equivalents at end of period                        $ 39,961          $ 90,360
                                                                  ========          ========


Supplemental disclosures - cash paid (received) for:
    Interest, net of amounts capitalized                          $  1,056          $  5,559
    Income taxes, net                                                3,041           (18,165)
</TABLE>



          See accompanying notes to consolidated financial statements.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Organization and basis of presentation:

     Kronos Worldwide,  Inc.  ("Kronos") (NYSE: KRO) is a 50.5% owned subsidiary
of NL Industries,  Inc.  (NYSE:  NL) at March 31, 2004. NL conducts its titanium
dioxide pigments ("TiO2")  operations  through Kronos. At March 31, 2004, Valhi,
Inc. and a  wholly-owned  subsidiary of Valhi,  held  approximately  83% of NL's
outstanding  common stock,  and Contran  Corporation and its  subsidiaries  held
approximately 90% of Valhi's  outstanding common stock. At March 31, 2004, Valhi
and a  wholly-owned  subsidiary  of Valhi  held an  additional  43.3% of Kronos'
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.  Mr.
Simmons,  the Chairman of the Board of Valhi,  Contran and the  Company,  may be
deemed to control each of such companies.

     The  consolidated  balance  sheet of Kronos at  December  31, 2003 has been
condensed from the Company's audited  consolidated  financial statements at that
date. The  consolidated  balance sheet at March 31, 2004,  and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim periods ended March 31, 2003 and 2004, 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
present 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,  and  certain  prior year
amounts have been reclassified to conform to the current year presentation.  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,
2003 (the "2003 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 2003 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.  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 2003,
the  Company  commenced  accounting  for its stock  options  using the  variable
accounting  method of APBO No. 25,  which  requires 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)  to be  accrued  as an
expense,  with subsequent  increases  (decreases) in the Company's  market price
resulting in recognition of additional compensation expense (income).  Aggregate
compensation  expense  related  to NL stock  options  held by  employees  of the
Company was $200,000 in the first quarter of 2003 and approximately  $700,000 in
the first quarter of 2004.

     The following  table presents what the Company's  consolidated  net income,
and related per share amounts,  would have been in the first quarter of 2003 and
2004 if the Company and its  subsidiaries  and  affiliates  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 SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  for all awards  granted
subsequent to January 1, 1995.


<TABLE>

                                                                                Three months ended March 31,
                                                                              ------------------------------
                                                                                2003                  2004
                                                                              -------               -------
                                                                                   (In millions, except
                                                                                    per share amounts)

<S>                                                                            <C>                   <C>
Net income as reported                                                          $16.6                $ 9.8

Adjustments, net of applicable income
 tax effects and minority interest:
  Stock-based employee compensation expense
   determined under APBO No. 25                                                    .2                   .5
  Stock-based employee compensation expense
   determined under SFAS No. 123                                                  (.1)                  -
                                                                                -----                -----

Pro forma net income                                                            $16.7                $10.3
                                                                                =====                =====

Basic and diluted earnings per share:
  As reported                                                                   $ .34                $ .20
  Pro forma                                                                       .34                  .21
</TABLE>

     The  Company  has  complied  with the  consolidation  requirements  of FASB
Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," as amended, as of March 31, 2004. See Note 11.

Note 2 - Accounts and other receivables:
<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

<S>                                                                               <C>                 <C>
Trade receivables                                                                 $147,029            $176,130
Recoverable VAT and other receivables                                               12,103              10,348
Allowance for doubtful accounts                                                     (2,920)             (2,895)
                                                                                  --------            --------

                                                                                  $156,212            $183,583
                                                                                  ========            ========
</TABLE>

Note 3 - Inventories:
<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

<S>                                                                               <C>                 <C>
Raw materials                                                                     $ 61,959            $ 31,591
Work in process                                                                     19,855              18,135
Finished products                                                                  147,270             142,175
Supplies                                                                            36,936              35,629
                                                                                  --------            --------

                                                                                  $266,020            $227,530
                                                                                  ========            ========

</TABLE>


Note 4 - Other noncurrent assets:
<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

<S>                                                                               <C>                 <C>
Deferred financing costs, net                                                     $ 10,417            $  9,695
Restricted marketable debt securities                                                2,586               2,458
Unrecognized net pension obligations                                                13,747              13,747
Other                                                                                1,290               1,282
                                                                                  --------            --------

                                                                                  $ 28,040            $ 27,182
                                                                                  ========            ========
</TABLE>

Note 5 - Accrued liabilities:

<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

<S>                                                                               <C>                 <C>
Employee benefits                                                                 $ 31,732            $ 28,800
Interest                                                                               207               8,043
Other                                                                               37,279              38,941
                                                                                  --------            --------

                                                                                  $ 69,218            $ 75,784
                                                                                  ========            ========
</TABLE>


Note 6 - Long-term debt:
<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

Kronos International, Inc. and subsidiaries:
<S>                                                                               <C>                 <C>
  Senior Secured Notes                                                            $356,136            $345,848
  Revolving credit facility                                                              -              31,551
  Other                                                                                603                 411
                                                                                  --------            --------

                                                                                   356,739             377,810
Less current maturities                                                                288                 279
                                                                                  --------            --------

                                                                                  $356,451            $377,531
                                                                                  ========            ========
</TABLE>

     During the first quarter of 2004, certain of Kronos' operating subsidiaries
in Europe  borrowed a net Euro 26 million ($32 million when borrowed)  under the
European revolving credit facility at an interest rate of 3.8%.

Note 7 - Other noncurrent liabilities:
<TABLE>

                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

<S>                                                                               <C>                 <C>
Employee benefits                                                                 $  4,849            $  4,663
Insurance                                                                            1,673               1,957
Other                                                                                8,205               7,698
                                                                                  --------            --------

                                                                                  $ 14,727            $ 14,318
                                                                                  ========            ========
</TABLE>



Note 8 - Provision for income taxes:
<TABLE>

                                                                                     Three months ended
                                                                                          March 31,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In millions)

<S>                                                                              <C>                <C>
Expected tax expense                                                             $ 8.9              $ 4.3
Incremental U.S. tax and rate differences on                                                          (.1)
 equity in earnings of non-tax group companies                                      .9
Non-U.S. tax rates                                                                  .1                 .1
Change in deferred income tax valuation                                                              (3.0)
  allowance, net                                                                   (.7)
Other, net                                                                         (.4)               1.2
                                                                                 -----              -----

                                                                                 $ 8.8              $ 2.5
                                                                                 =====              =====
</TABLE>

     In the first quarter of 2003, Kronos  International,  Inc.  ("KII"),  which
conducts  Kronos' TiO2 operations in Europe,  was notified by the German Federal
Fiscal Court (the "Court") that the Court had ruled in KII's favor  concerning a
claim for refund suit in which KII sought refunds of prior taxes paid during the
periods 1990 through 1997.  KII and the Company's  German  operating  subsidiary
were  required to file  amended tax returns with the German tax  authorities  to
receive  refunds  for such years,  and all of such  amended  returns  were filed
during 2003.  Such amended  returns  reflected an aggregate  refund of taxes and
related  interest to the  Company's  German  operating  subsidiary of euro 103.2
million ($123.0  million),  and an aggregate  additional  liability of taxes and
related interest to KII of Euro 91.9 million ($109.6  million).  Assessments and
refunds will be processed by year as the respective  returns are reviewed by the
tax authorities.  Certain interest  components may also be refunded  separately.
The German tax  authorities  have reviewed and accepted the amended  return with
respect  to the 1990 tax  year.  Through  April  2004,  KII's  German  operating
subsidiary  received  net  refunds  of Euro 16.3  million  ($20.3  million  when
received).  KII believes it will receive the net refunds for the remaining years
during 2004. In addition to the refunds for the 1990 to 1997 periods,  the court
ruling also resulted in a refund of 1999 income taxes and interest for which the
Company  received euro 21.5 million ($24.6  million) in 2003. KII recognized the
aggregate  euro 32.8  million ($38  million)  benefit of such net refunds in its
2003 results of operations.

     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, 2004).
     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 13 million ($16 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 at
     March 31,  2004)  relating  to the years  1998 to 2000.  Kronos has filed a
     written protest to this proposed assessment.

     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,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In thousands

<S>                                                                               <C>               <C>
Service cost benefits                                                             $ 1,239           $ 1,611
Interest cost on projected benefit obligations                                      3,692             4,328
Expected return on plan assets                                                     (4,142)           (3,832)
Amortization of prior service cost                                                     87               141
Amortization of net transition obligations                                            187               160
Recognized actuarial losses                                                           307               742
                                                                                  -------           -------

                                                                                  $ 1,370           $ 3,150
                                                                                  =======           =======
</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,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In thousands

<S>                                                                               <C>               <C>
Service cost                                                                      $    35           $    57
Interest cost                                                                         166               181
Amortization of prior service credit                                                 (264)             (183)
Recognized actuarial losses                                                            20                39
                                                                                  -------           -------

                                                                                  $  (43)           $    94
</TABLE>

Note 10 - Commitments and contingencies:

     In May 2004,  the court ruled and,  among other  things,  imposed a fine of
euro  200,000  against  the Company  and fines  ranging  from euro 1,000 to euro
25,000 against various employees of the Company, the liability of which has been
undertaken  by  the  Company,  in  the  previously-reported   matter  concerning
fatalities at the Company's  Belgian  facility.  The Company plans to appeal the
ruling.

     In addition to the litigation  described above, the Company is from time to
time  also  involved  in  various  other  environmental,   contractual,  product
liability,  patent (or intellectual  property),  employment and other claims and
disputes incidental to its present and former businesses.  In certain cases, the
Company has insurance  coverage for such items. The Company  currently  believes
the  disposition  of all claims and disputes  individually  or in the aggregate,
should  not  have  a  material  adverse  effect  on the  Company's  consolidated
financial condition, results of operations or liquidity.

Note 11 - Accounting principle newly adopted in 2004:

     The Company  complied with the  consolidation  requirements of FIN No. 46R,
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51,"
as amended, as of March 31, 2004. The Company does not have any involvement with
any variable interest entity (as that term is defined in FIN No. 46R) covered by
the scope of FIN No. 46R,  and  therefore  the impact to the Company of adopting
the consolidation requirements of FIN No. 46R was not 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 first three months of 2003 and 2004 are primarily due to (i) relative
changes in TiO2  average  selling  prices and (ii)  relative  changes in foreign
currency  exchange rates.  Selling prices were generally  increasing  during the
first quarter of 2003, were generally flat during the second quarter of 2003 and
were generally  decreasing  during the third and fourth quarters of 2003 and the
first quarter of 2004.

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,"  "expects" 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.  Among 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 Securities and Exchange  Commission ("SEC") including,  but not
limited to, the following:

o    Future supply and demand for the Company's products,
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    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    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 new information,  future events
or otherwise.

<TABLE>

                                                                             Three months ended
                                                                                 March 31,
                                                                           ------------------------          %
                                                                              2003            2004        Change
                                                                             -----           -----       -------
                                                                                     (In millions, except
                                                                                    percentage and volumes)

<S>                                                                         <C>             <C>               <C>
Net sales                                                                   $253.0          $263.3           +4%
Cost of sales                                                                188.4           202.3           +7%
                                                                            ------          ------

Gross margin                                                                  64.6            61.0           -6%

Selling, general and administrative expense                                  (29.4)          (35.2)
Currency transaction gains (losses), net                                      (1.1)             .2
Other income                                                                    .1              -
Corporate expense                                                              (.8)            (.4)
                                                                            ------          ------

Income from operations                                                      $ 33.4          $ 25.6          -23%
                                                                            ======          ======

TiO2 data:

  Percent change in average selling prices:
      Using actual foreign currency exchange rates                                                           +4%
      Impact of changes in foreign currency exchange rates                                                   -8%
                                                                                                            ----

      In billing currencies                                                                                  -4%
                                                                                                            ====

  Sales volumes*                                                             118             118
  Production volumes*                                                        117             117
</TABLE>

________________________________

     *   Thousands of metric tons


     Kronos'  sales  increased  $10.3  million (4%) in the first quarter of 2004
compared to the first quarter of 2003, as the favorable  effect of  fluctuations
in foreign currency  exchange rates,  which increased sales by approximately $21
million (as more fully  discussed  below),  more than offset the impact of lower
average TiO2 selling  prices.  Excluding the effect of fluctuations in the value
of the U.S.  dollar  relative to other  currencies,  the Company's  average TiO2
selling prices in billing  currencies in the first quarter of 2004 were 4% lower
than the first quarter of 2003.  When  translated  from billing  currencies into
U.S. dollars using actual foreign currency  exchange rates prevailing during the
respective periods,  Kronos' average TiO2 selling prices in the first quarter of
2004 were 4% higher  compared to the first  quarter of 2003.  Kronos' TiO2 sales
volumes in the first quarter of 2004 approximated  Kronos' TiO2 sales volumes in
the first quarter of 2003.

     The Company's  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 the Company's  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 the  Company's  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 accounting  principles  generally  accepted in the United States
("GAAP measure").  The Company discloses  percentage changes in its average TiO2
prices in billing  currencies  because  the  Company  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 4% increase in the  Company's  average TiO2 selling  prices during the first
quarter  2004 as  compared  to the same  period  in 2003  using  actual  foreign
currency  exchange  rates  prevailing  during the  respective  periods (the GAAP
measure) and the 4% decrease in the  Company's  average  TiO2  selling  price 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 the  Company's  average TiO2
selling prices using actual foreign currency  exchange rates  prevailing  during
the  respective  periods (the GAAP measure),  (ii) the percentage  change in the
Company's  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).

     The  Company's  cost of sales  increased  $13.9  million  (7%) in the first
quarter of 2004 compared to the first quarter of 2003 largely due to the effects
of translating  foreign currencies  (primarily the euro) into U.S. dollars. As a
result of the lower  average  TiO2  selling  prices in billing  currencies,  the
Company's cost of sales, as a percentage of net sales, increased from 74% in the
first  quarter  of  2003 to 77% in the  first  quarter  of  2004.  Kronos'  TiO2
production  volumes  in the first  quarter  of 2004  approximated  Kronos'  TiO2
production  volumes in the first quarter of 2003, with operating rates near full
capacity in both periods.

     The Company's  gross margins for the first quarter of 2004  decreased  $3.6
million (6%) from the first quarter of 2003 as the  unfavorable  effect of lower
average  TiO2  selling  prices  more than offset the  favorable  effect on gross
margin resulting from relative changes in foreign currency exchange rates.

     Selling,  general and administrative  expenses increased $5.9 million (20%)
in the first  quarter of 2004 as compared to the  corresponding  period in 2003.
This  increase  is largely  attributable  to the impact of  translating  foreign
currencies  (primarily  the  euro)  into  U.S.  dollars  as  well  as  increased
compensation  costs  associated with options to purchase NL common stock held by
employees of the 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,  primarily the euro,
other major European currencies and the Canadian dollar. In addition,  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 in the first  quarter of 2004  approximately  $21 million  compared to the
same period in 2003.  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 2004 compared to the first quarter of 2003.  Overall,  the net impact
of  currency  exchange  rate  fluctuations  on the  Company's  operating  income
comparisons  was not significant in the first quarter of 2004 as compared to the
same period in 2003.

Outlook

     The Company expects its TiO2 sales and production  volumes to be higher for
the full year 2004 as compared  to 2003.  The  Company's  average  Ti02  selling
price,  which  declined  during the second half of 2003 and the first quarter of
2004, is expected to cease to decline sometime during the second quarter of 2004
and should rise thereafter.  Nevertheless,  the Company expects its average TiO2
selling prices, in billing currencies,  to be lower in 2004 as compared to 2003.
Overall, the Company expects its gross margin in 2004 to be lower than 2003. The
Company's  expectations  as to the future  prospects of the Company and the TiO2
industry  are based  upon a number of  factors  beyond  its  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 the Company's  expectations,  the
Company's results of operations could be unfavorably affected.

Other income (expense)
<TABLE>

                                                                         Three months ended
                                                                               March 31,
                                                                     -------------------------
                                                                        2003            2004       Difference
                                                                       -----           -----      -----------
                                                                                    (In millions)

<S>                                                                   <C>            <C>            <C>
Trade interest income                                                 $   .2         $   .2         $   -
Interest income from affiliates                                           .4             -             (.4)
Other interest income                                                   -                .2             .2
Interest expense to affiliates                                           (.4)          (4.5)          (4.1)
Other interest expense                                                  (8.0)          (9.2)          (1.2)
                                                                      ------         ------         ------

                                                                      $ (7.8)        $(13.3)        $ (5.5)
                                                                      ======         ======         ======
</TABLE>

     Interest  expense  to  affiliates  increased  $4.1  million  from the first
quarter  of 2003 to $4.5  million  in the first  quarter of 2004 due to the $200
million  long-term  note payable to NL, which was  distributed to NL in December
2003. Because of such December 2003 distribution, interest expense to affiliates
is expected to continue to be higher during the remainder of 2004 as compared to
the same periods in 2003.

     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro,  including  KII's Euro 285 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 2004 was $9.2 million,  an increase of $1.2 million from the first quarter of
2003.  The increase was due  primarily to relative  changes in foreign  currency
exchange rates,  which increased the U.S. dollar  equivalent of interest expense
on the KII  Senior  Secured  Notes by  approximately  $1.1  million in the first
quarter  of  2004  as  compared  to the  first  quarter  of  2003.  Assuming  no
significant  change in interest rates or foreign currency exchange rates,  other
interest  expense for the full-year 2004 is expected to be slightly  higher than
amounts for the same periods in 2003.

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.

     During the first quarter of 2004, the Company  reduced its deferred  income
tax asset valuation  allowance by approximately $3 million primarily as a result
of  utilization  of certain  income tax attributes for which the benefit had not
previously been recognized.

     At March 31,  2004,  Kronos had the  equivalent  of $606  million of German
income tax loss  carryforwards  with no  expiration  date.  However,  Kronos has
provided a deferred income tax asset valuation  allowance against  substantially
all of this loss carryforward because Kronos does not currently believe it meets
the  "more-likely-than-not"  recognition criteria. Kronos periodically evaluates
the  "more-likely-than-not"  recognition  criteria with respect to such tax loss
carryforwards,  and it is possible  that in the future  Kronos may conclude such
carryforwards  do meet the  recognition  criteria,  at which time  Kronos  would
reverse all or a portion of such deferred tax asset valuation allowance.

     In  January  2004,  the  German  federal  government  enacted  new  tax law
amendments  that limit the annual  utilization of income tax loss  carryforwards
effective  January 1, 2004. While the new law did not  significantly  affect the
Company's income tax expense and cash tax payments in the first quarter of 2004,
it could  have a  significant  effect in the  future  depending  on the level of
income earned in Germany.

Recently adopted accounting principle

         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, 2003 and 2004 are
presented below:




<TABLE>

                                                                                       Three months ended
                                                                                             March 31,
                                                                                    ------------------------
                                                                                     2003               2004
                                                                                    ------             -----
                                                                                          (In millions)

Net cash provided (used) by:
<S>                                                                                <C>                <C>
  Operating activities                                                             $ (6.0)            $ 19.1
  Investing activities                                                               (7.5)              (3.9)
  Financing activities                                                               12.4               20.3
                                                                                   ------             ------

    Net cash provided (used) by operating, investing and financing activities      $ (1.1)            $ 35.5
                                                                                   ======             ======
</TABLE>

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.

     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 for operating activities increased from $6.0 million used in the
first quarter of 2003 to $19.1 million of cash provided by operating  activities
in the first quarter of 2004.  This $25.1 million  increase was due primarily to
the  net  effects  of  (i)  lower  net  income  of  $6.9  million,  (ii)  higher
depreciation expense of $1.5 million,  (iii) lower deferred income taxes of $5.6
million, (iv) higher net distributions from the TiO2 manufacturing joint venture
of $1.8  million  in the first  quarter  of 2004  compared  to $1.3  million  in
contributions  in the first quarter of 2003, (v) a lower amount of net cash used
in relative  changes in the  Company's  inventories,  receivables,  payables and
accruals and accounts  with  affiliates of $12.7 million in the first quarter of
2004 as  compared  to the first  quarter  of 2003 and (vi)  lower  cash paid for
income  taxes of $21.2  million.  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 volume and sales volume.

Investing and financing activities

     The Company's  capital  expenditures  were $6.5 million and $4.5 million in
the first three months of 2003 and 2004, respectively.

     In the first  quarter  of 2004 KII's  operating  subsidiaries  in  Germany,
Belgium and Norway  borrowed a net Euro 26 million ($32  million when  borrowed)
under the European revolving credit facility at an interest rate of 3.8%.

     In the first quarter of 2004, the Company paid a regular quarterly dividend
to  stockholders  of $.25 per  share,  aggregating  $12.2  million.

Cash,  cash  equivalents,   restricted  cash  and  restricted   marketable  debt
securities and borrowing availability

     At March 31, 2004,  the Company and its  subsidiaries  had (i) current cash
and cash equivalents  aggregating  $90.4 million ($40.4 million held by non-U.S.
subsidiaries),  (ii) current  restricted cash  equivalents of $800,000 and (iii)
noncurrent  restricted  marketable debt securities of $2.5 million. At March 31,
2004,  certain of the  Company's  subsidiaries  had  approximately  $121 million
available for borrowing with  approximately $76 million available under non-U.S.
credit facilities (including approximately $63 million under the European Credit
Facility and $9.7 million  under  Kronos'  Canadian  bank credit  facility)  and
approximately $45 million available under the U.S. Credit Facility. At March 31,
2004, KII had  approximately  $12 million available for payment of dividends and
other restricted payments as defined in the Senior Secured Notes indenture.

Litigation matters

     See Note 10 to the Consolidated  Financial  Statements and Part II, Item 1,
"Legal Proceedings."

Income tax contingencies

     See Note 8 to the Consolidated  Financial Statements for certain income tax
examinations  currently underway with respect to certain of the Company's income
tax returns in various U.S. and non-U.S. jurisdictions.

Other matters

     The Company periodically evaluates its liquidity requirements,  alternative
uses of  capital,  its  dividend  policy,  capital  needs  and  availability  of
resources in view of, among other things, its dividend policy,  debt service and
capital expenditure requirements and estimated future operating cash flows. As a
result of this  process,  the Company has in the past and may in the future seek
to reduce, refinance,  repurchase or restructure indebtedness,  raise additional
capital,  issue additional  securities,  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, the Company may review opportunities for the acquisition, divestiture,
joint venture or other business  combinations in the chemicals industry or other
industries,  as well as the acquisition of interests in related entities. In the
event of any such  transaction,  the Company may  consider  using its  available
cash, issuing its equity securities or increasing its indebtedness to the extent
permitted by the agreements governing the Company's existing debt.

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

     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, 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,  have
evaluated the Company's disclosure controls and procedures as of March 31, 2004.
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.

     The Company also  maintains a system of internal  controls  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
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could  have a  material  effect  on the  Company's  consolidated  financial
     statements.

     There has been no change to the Company's system of internal  controls over
financial  reporting during the quarter ended March 31, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls 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 2003 Annual Report for descriptions of certain legal proceedings.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The Company has retained a signed original of any exhibit listed below
          that  contains  signatures,  and the  Company  will  provide  any such
          exhibit to the SEC or its staff upon request.

          10.1 -  Intercorporate  Services  Agreement  by  and  between  Contran
               Corporation and the Registrant effective as of January 1, 2004

          10.2 - Summary of Consulting  Arrangement beginning August 1, 2003, as
               amended,  between Lawrence A. Wigdor and Kronos  Worldwide,  Inc.
               (management contract, compensatory plan or arrangement)

          31.1 - Certification

          31.2 - Certification

          32.1 - Certification

     (b)  Reports on Form 8-K

          Reports on Form 8-K for the quarter ended March 31, 2004.

          February 20, 2004 - Reported Item 9.
          February 24, 2004 - Reported Item 9.




                                   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 5, 2004                            By /s/ Gregory M. Swalwell
                                                ------------------------------
                                                Gregory M. Swalwell
                                                Vice President, Finance
                                                 (Principal Financial Officer)


Date   May 5, 2004                            By /s/ James W. Brown
                                                ------------------------------
                                                James W. Brown
                                                Vice President and Controller
                                                (Principal Accounting Officer)