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, 2006           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 a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer (as defined in Rule 12b-2 of the
Securities  Exchange Act of 1934).
Large accelerated filer    Accelerated filer X  Non-accelerated filer
                       ---                  ---                      ---

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

Number of shares of the Registrant's common stock outstanding on April 28, 2006:
48,949,549.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                           Page
                                                                          number

Part I.       FINANCIAL INFORMATION

  Item 1.     Financial Statements

              Consolidated Balance Sheets -
               December 31, 2005; March 31, 2006 (Unaudited)                 3

              Consolidated Statements of Income -
               Three months ended March 31, 2005 and 2006 (Unaudited)        5

              Consolidated Statements of Comprehensive Income -
               Three months ended March 31, 2005 and 2006 (Unaudited)        6

              Consolidated Statement of Stockholders' Equity -
               Three months ended March 31, 2006 (Unaudited)                 7

              Consolidated Statements of Cash Flows -
               Three months ended March 31, 2005 and 2006 (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 3.     Quantitative and Qualitative Disclosure About Market Risk     26

  Item 4.     Controls and Procedures                                       26

Part II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                             27

  Item 1A.    Risk Factors                                                  27

  Item 6.     Exhibits                                                      27





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>

               ASSETS                                        December 31,         March 31,
                                                                 2005                2006
                                                             ------------        -----------
                                                                                 (Unaudited)

 Current assets:
<S>                                                           <C>                 <C>
   Cash and cash equivalents                                  $   72,029          $   61,702
   Restricted cash                                                 1,355                 951
   Accounts and other receivables, net                           184,584             229,766
   Receivables from affiliate                                          2                   -
   Refundable income taxes                                         1,053                 864
   Inventories, net                                              259,844             253,669
   Prepaid expenses                                                4,290               5,713
   Deferred income taxes                                           2,187               1,642
                                                              ----------          ----------

       Total current assets                                      525,344             554,307
                                                              ----------          ----------

 Other assets:
     Investment in TiO2 manufacturing joint venture              115,308             118,058
     Deferred income taxes                                       213,722             213,083
     Other                                                        25,638              25,473
                                                              ----------          ----------

       Total other assets                                        354,668             356,614
                                                              ----------          ----------

 Property and equipment:
   Land                                                           31,678              32,139
   Buildings                                                     184,800             188,212
   Equipment                                                     786,953             801,307
   Mining properties                                              68,165              68,949
   Construction in progress                                       13,457               7,555
                                                              ----------          ----------

                                                               1,085,053           1,098,162
   Less accumulated depreciation and amortization                666,133             681,308
                                                              ----------          ----------

       Net property and equipment                                418,920             416,854
                                                              ----------          ----------

                                                              $1,298,932          $1,327,775
                                                              ==========          ==========
</TABLE>









                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

    LIABILITIES AND STOCKHOLDERS' EQUITY                     December 31,         March 31,
                                                                 2005                2006
                                                             ------------        -----------
                                                                                 (Unaudited)

 Current liabilities:
<S>                                                           <C>                 <C>
   Current maturities of long-term debt                       $      958          $      959
   Accounts payable and accrued liabilities                      165,545             159,081
   Payable to affiliates                                          10,382              12,992
   Income taxes                                                   24,014              24,521
   Deferred income taxes                                           4,211                 679
                                                              ----------          ----------

          Total current liabilities                              205,110             198,232
                                                              ----------          ----------

 Noncurrent liabilities:
   Long-term debt                                                464,365             493,309
   Deferred income taxes                                          53,383              54,035
   Accrued pension costs                                         139,786             137,888
   Accrued postretirement benefits costs                          10,174              10,031
   Other                                                          16,055              17,652
                                                              ----------          ----------

       Total noncurrent liabilities                              683,763             712,915
                                                              ----------          ----------

 Minority interest                                                    75                  78
                                                              ----------          ----------

 Stockholders' equity:
   Common stock                                                      489                 489
   Additional paid-in capital                                  1,061,539           1,061,539
   Retained deficit                                             (441,295)           (438,501)
   Accumulated other comprehensive loss:
     Currency translation                                       (114,930)           (111,158)
     Pension liabilities                                         (95,819)            (95,819)
                                                              ----------          ----------

       Total stockholders' equity                                409,984             416,550
                                                              ----------          ----------

                                                              $1,298,932          $1,327,775
                                                              ==========          ==========
</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, 2005 and 2006

                      (In thousands, except per share data)

                                   (Unaudited)
<TABLE>

                                                                    2005               2006
                                                                    ----               ----


<S>                                                             <C>                <C>
Net sales                                                       $  291,874         $  304,279
Cost of sales                                                      207,677            229,495
                                                                ----------         ----------

    Gross margin                                                    84,197             74,784

Selling, general and administrative expense                         37,253             37,819
Other operating income (expense):
  Currency transaction gains (losses), net                             928               (840)
  Disposition of property and equipment                                (34)              (432)
  Other income                                                          36                  9
  Corporate expense                                                 (1,425)            (1,319)
                                                                ----------         ----------

    Income from operations                                          46,449             34,383

Other income (expense):
  Trade interest income                                                 78                475
  Other interest income                                                341                104
  Interest expense                                                 (11,772)           (10,709)
                                                                ----------         ----------

    Income before income taxes and minority interest                35,096             24,253

Provision for income taxes                                          13,691              9,220

Minority interest in after-tax earnings                                  4                  2
                                                                ----------         ----------

    Net income                                                  $   21,401         $   15,031
                                                                ==========         ==========

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

Basic and diluted net income per share                          $      .44         $      .31
                                                                ==========         ==========

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




          See accompanying notes to consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 2005 and 2006

                                 (In thousands)

                                   (Unaudited)
<TABLE>

                                                                    2005               2006
                                                                    ----               ----

<S>                                                             <C>                <C>
Net income                                                      $   21,401         $   15,031

Other comprehensive income, net of tax - currency translation
   adjustment                                                        2,289              3,772
                                                                ----------         ----------

          Comprehensive income                                  $   23,690         $   18,803
                                                                ==========         ==========
</TABLE>





          See accompanying notes to consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2006

                                 (In thousands)

                                   (Unaudited)
<TABLE>

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

<S>                             <C>         <C>             <C>           <C>             <C>              <C>
Balance at December 31, 2005    $  489      $1,061,539      $(441,295)    $(114,930)      $(95,819)        $409,984

Net income                        -               -            15,031          -              -              15,031

Dividends                         -               -           (12,237)         -              -             (12,237)

Other comprehensive income        -               -              -            3,772           -               3,772
                                ------      ----------      ---------     ---------       --------         --------

Balance at March 31, 2006       $  489      $1,061,539      $(438,501)    $(111,158)      $(95,819)        $416,550
                                ======      ==========      =========     =========       ========         ========
</TABLE>



          See accompanying notes to consolidated financial statements.



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2005 and 2006

                                 (In thousands)
                                   (Unaudited)


<TABLE>

                                                                    2005               2006
                                                                    ----               ----

 Cash flows from operating activities:
<S>                                                             <C>                <C>
   Net income                                                   $   21,401         $   15,031
   Depreciation and amortization                                    11,182             10,625
   Noncash interest expense                                            780                614
   Deferred income taxes                                             4,963                404
   Minority interest                                                     4                  2
   Net loss from disposition of property and equipment                  34                432
   Contributions to TiO2 manufacturing joint venture, net             (850)            (2,750)
   Benefit plan expense less than cash funding:
     Defined benefit pension plans                                  (1,737)            (1,499)
     Other postretirement benefits, net                               (265)               (99)
   Other, net                                                            2               (350)
   Change in assets and liabilities:
     Accounts and other receivables                                (39,179)           (44,726)
     Inventories                                                   (14,232)             8,530
     Prepaid expenses                                               (2,003)            (1,395)
     Accounts payable and accrued liabilities                       13,746             (5,494)
     Income taxes                                                    4,004                245
     Accounts with affiliates                                        1,763              2,747
     Other, net                                                     (4,570)              (159)
                                                                ----------         ----------

         Net cash used in operating activities                      (4,957)           (17,842)
                                                                ----------         ----------

 Cash flows from investing activities:
   Capital expenditures                                             (5,203)            (4,075)
   Change in restricted cash equivalents                               529                411
   Other, net                                                           21                 31
                                                                ----------         ----------

         Net cash used in investing activities                      (4,653)            (3,633)
                                                                ----------         ----------

 Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                          -             72,635
     Principal payments                                                (41)           (50,039)
   Dividends paid                                                  (12,236)           (12,237)
                                                                ----------         ----------

         Net cash provided by (used in)
           financing activities                                    (12,277)            10,359
                                                                ----------         ----------
</TABLE>









                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 2005 and 2006

                                 (In thousands)
                                   (Unaudited)

<TABLE>

                                                                    2005               2006
                                                                    ----               ----


 Cash and cash equivalents - net change from:
<S>                                                             <C>                <C>
   Operating, investing and financing activities                $  (21,887)        $  (11,116)
   Currency translation                                               (497)               789
 Cash and cash equivalents at beginning of period                   60,790             72,029
                                                                ----------         ----------

 Cash and cash equivalents at end of period                     $   38,406         $   61,702
                                                                ==========         ==========

 Supplemental disclosures - cash paid for:
     Interest, net of amounts capitalized                       $      171         $      117
     Income taxes, net                                               3,783              6,079
</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, 2006, (i) Valhi held approximately 59% of Kronos'
outstanding  common stock and NL Industries,  Inc.  (NYSE:NL) held an additional
36% of  Kronos'  common  stock,  (ii)  Valhi  owned  approximately  83% of  NL's
outstanding common stock and (iii) Contran Corporation and its subsidiaries held
approximately  92% of Valhi's  outstanding  common stock.  Substantially  all of
Contran's outstanding voting stock is held by trusts established for the benefit
of certain children and grandchildren of Harold C. Simmons, of which Mr. Simmons
is sole trustee,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  Consequently, Mr. Simmons may be deemed to control each of such
companies.

     The  consolidated  balance  sheet of Kronos at  December  31, 2005 has been
condensed from the Company's audited  consolidated  financial statements at that
date.  The  consolidated  balance sheet data as of December 31, 2005 was derived
from the Company's audited  consolidated  financial statements at that date, but
does not include all  disclosures  required by GAAP, as permitted by regulations
of the  SEC.  The  consolidated  balance  sheet  at  March  31,  2006,  and  the
consolidated  statements of income,  comprehensive income,  stockholders' equity
and cash flows for the interim  periods ended March 31, 2005 and 2006, 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, 2005 (the
"2005 Annual Report").

Note 2 - Accounts and other receivables, net:

<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Trade receivables                                              $170,619            $213,786
 Recoverable VAT and other receivables                            15,930              17,883
 Allowance for doubtful accounts                                  (1,965)             (1,903)
                                                                --------            --------

                                                                $184,584            $229,766
                                                                ========            ========
</TABLE>


Note 3 - Inventories, net:
<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Raw materials                                                  $ 52,343            $ 39,649
 Work in process                                                  17,959              19,483
 Finished products                                               149,900             152,361
 Supplies                                                         39,642              42,176
                                                                --------            --------

                                                                $259,844            $253,669
                                                                ========            ========
</TABLE>

Note 4 - Other noncurrent assets:
<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Deferred financing costs, net                                  $  8,150            $  7,650
 Restricted marketable debt securities                             2,572               2,635
 Unrecognized net pension obligations                             11,916              11,979
 Other                                                             3,000               3,209
                                                                --------            --------

                                                                $ 25,638            $ 25,473
                                                                ========            ========
</TABLE>

Note 5 - Accounts payable and accrued liabilities:

<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Accounts payable                                               $ 91,397            $ 77,166
 Employee benefits                                                35,610              30,099
 Interest                                                            191              10,474
 Other                                                            38,347              41,342
                                                                --------            --------

                                                                $165,545            $159,081
                                                                ========            ========
</TABLE>


Note 6 - Long-term debt:
<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Kronos U.S. subsidiaries - bank credit facility                $ 11,500            $ 29,800
 Kronos Canada bank credit facility                                 -                  4,264
 Kronos International, Inc. and subsidiaries:
   8.875% Senior Secured Notes                                   449,298             455,609
   Other                                                           4,525               4,595
                                                                --------            --------

                                                                 465,323             494,268
 Less current maturities                                             958                 959
                                                                --------            --------

                                                                $464,365            $493,309
                                                                ========            ========
</TABLE>

     During the first quarter of 2006, the Company borrowed an aggregate of Cdn.
$5.0 million ($4.3 million) under its Canadian  revolving credit  facility,  and
also  borrowed  an  additional  net $18.3  million  under its U.S.  bank  credit
facility.

     In April 2006, the Company's wholly-owned subsidiary, Kronos International,
Inc.  ("KII")  called all of it's 8.875% Senior  Secured Notes for redemption on
May 11, 2006 at 104.437% of their aggregate principal amount of euro 375 million
(including  such call premium,  an aggregate of $470.2 million at March 31, 2006
exchange rates). Funds for such redemption were provided by KII's issuance of an
aggregate of euro 400 million  principal amount of new 6.5% Senior Secured Notes
due April 2013,  issued on April 11, 2006 at 99.306% of their principal  amount.
The new Senior Secured Notes were issued  pursuant to an indenture that contains
covenants, restrictions and collateral substantially identical to the covenants,
restrictions  and  collateral of the 8.875% Senior  Secured  Notes.  The Company
expects to recognize a $21 million  pre-tax charge in the second quarter related
to the early extinguishment of KII's 8.875% Senior Secured Notes,  consisting of
the call premium on such Notes and the net write-off of deferred financing costs
and existing unamortized premium related to such Notes.

Note 7 - Other noncurrent liabilities:
<TABLE>

                                                              December 31,          March 31,
                                                                  2005                2006
                                                              ------------         ----------
                                                                       (In thousands)

<S>                                                             <C>                 <C>
 Employee benefits                                              $  4,735            $  5,960
 Insurance claims and expenses                                     1,733               2,071
 Asset retirement obligations                                        934                 968
 Other                                                             8,653               8,653
                                                                --------            --------

                                                                $ 16,055            $ 17,652
                                                                ========            ========
</TABLE>

Note 8 - Provision for income taxes:
<TABLE>

                                                                     Three months ended
                                                                          March 31,
                                                                  ----------------------
                                                                  2005              2006
                                                                  ----              ----
                                                                      (In millions)

<S>                                                              <C>               <C>
 Expected tax expense                                            $12.3             $ 8.5
 Incremental U.S. tax and rate differences on                                         .5
  equity in earnings of non-tax group companies                     .2
 Non-U.S. tax rates                                                 .1               (.4)
 Nondeductible expenses                                            1.0               1.2
 Adjustment of prior year income taxes, net                         -                (.9)
 Other, net                                                         .1                .3
                                                                 -----             -----

                                                                 $13.7             $ 9.2
                                                                 =====             =====
</TABLE>

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

o    Kronos  received  a  preliminary  tax  assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of approximately  euro 6 million ($7 million at March 31, 2006).
     Kronos 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.

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.


     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,
                                                                  ----------------------
                                                                  2005              2006
                                                                  ----              ----
                                                                       (In thousands)

<S>                                                              <C>               <C>
 Service cost                                                    $ 1,987           $  1,844
 Interest cost                                                     4,580              4,573
 Expected return on plan assets                                   (4,114)            (3,891)
 Amortization of prior service cost                                  154                112
 Amortization of net transition obligations                          157                139
 Recognized actuarial losses                                         951              2,073
                                                                --------           --------

                                                                $  3,715           $  4,850
                                                                ========           ========
</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,
                                                                  ----------------------
                                                                  2005              2006
                                                                  ----              ----
                                                                       (In thousands)

<S>                                                             <C>                <C>
 Service cost                                                   $     55           $     71
 Interest cost                                                       145                156
 Amortization of prior service credit                               (160)               (50)
 Recognized actuarial losses                                          18                 28
                                                                --------           --------

                                                                $     58           $    205
                                                                ========           ========
</TABLE>

Note 10 - Commitments and contingencies:

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

     Reference  is made to the 2005 Annual  Report for a  discussion  of certain
other legal proceedings to which the Company is a party.

Note 11 - Accounting principles newly adopted in 2006:

     Inventory  costs.  The Company adopted SFAS No. 151,  "Inventory  Costs, an
amendment of ARB No. 43,  Chapter 4," as of January 1, 2006 for inventory  costs
incurred on or after such date.  Statement  of  Financial  Accounting  Standards
("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's   production  cost  accounting  had  already  complied  with  the
requirements  of SFAS No. 151,  and  therefore  adoption of SFAS No. 151 did not
have a material effect on its consolidated financial statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission ("SEC"), the Company adopted 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  Accounting  Principles Board Opinion
("APBO") No. 25,  "Accounting for Stock Issued to Employees." The Company is now
generally  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,  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 (referred to
as the  modified  prospective  method  in SFAS No.  123R).  Additionally,  as of
January 1, 2006, the Company recognizes 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 was not  material,
the effect of adopting SFAS No. 123R, in so far as it relates to existing  stock
options, did not have a material effect on the Company's  consolidated financial
statements.  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.

     Under the  requirements  of SFAS No.  123R,  the cash  income  tax  benefit
resulting from the exercise of stock options in excess of the cumulative  income
tax benefit  related to such options  previously  recognized  for GAAP financial
reporting purposes in the Company's  consolidated  statements of income, if any,
is  reflected  as a cash  inflow  from  financing  activities  in the  Company's
consolidated  statements  of cash  flows,  and the  Company's  cash  flows  from
operating activities reflects the effect of cash paid for income taxes exclusive
of such cash  income  tax  benefit.  The  aggregate  amount of such  income  tax
benefits  recognized as a component of cash flows from financing  activities was
nil in the first quarter of 2006.

     SFAS No. 123R also  requires  certain  expanded  disclosures  regarding the
Company's stock options, and such expanded disclosures were provided in the 2005
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.  The Company  accounted for  stock-based  employee
compensation  in accordance  with APBO No. 25, 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 2005, 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). Following adoption of SFAS No. 123R effective January 1, 2006,
the  Company  will  continue to account for NL's  remaining  stock  options in a
manner similar to the variable  accounting method of APBO No. 25, as required by
the guidance of SFAS No. 123R.

     Aggregate  compensation  expense  related  to  NL  stock  options  held  by
employees of the Company was approximately $100,000 in the first quarter of 2005
and compensation income was approximately $400,000 in the first quarter of 2006.
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 SFAS No. 123 for
all awards  granted  subsequent to January 1, 1995,  the effect on the Company's
results of operations in the first quarter of 2005 would not have been material.

Note 12 - Accounts with affiliates:
<TABLE>

                                                              December 31,           March 31,
                                                                  2005                 2006
                                                              ------------          ----------
                                                                       (In thousands)

 Current receivables from affiliates -
<S>                                                             <C>                 <C>
   Titanium Metals Corporation                                  $      2            $  -
                                                                ========            ========

 Current payable to affiliates:
   Income taxes payable to Valhi                                $    434            $  3,043
   NL                                                                145                 467
   Louisiana Pigment Company, L.P.                                 9,803               9,482
                                                                --------            --------


                                                                $ 10,382            $ 12,992
                                                                ========            ========
</TABLE>





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 2005 and 2006 periods  presented  are  primarily  due to (i) relative
changes in TiO2 average selling prices (ii) relative  changes in selling volumes
and (iii) relative  changes in foreign currency  exchange rates.  Selling prices
for TiO2 (in billing currencies) were generally: increasing in the first half of
2005,  decreasing  during the last half of 2005 and increasing  during the first
quarter of 2006.

     The  Company  reported  net income of $15.0  million,  or $.31 per  diluted
share,  in the first quarter of 2006 as compared to net income of $21.4 million,
or $.44 per diluted share,  in the first quarter of 2005.  The Company  reported
lower net income in the first  quarter  of 2006 as higher  sales  volumes  and a
modest increase in average selling prices were more than offset by the effect of
higher production costs, particularly raw material and energy costs.

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,  natural  disasters,  fires,  explosions,  unscheduled  or unplanned
     downtime and transportation interruptions),
o    The timing and amounts of insurance recoveries,
o    The ability of the Company to renew or refinance credit facilities,
o    The ultimate  outcome of income tax audits,  tax settlement  initiatives or
     other tax matters,
o    The ultimate ability to utilize income tax attributes, the benefit of which
     has been recognized under the "more-likely-than-not" recognition criteria,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
     standards for existing and new facilities),
o    Government laws and regulations and possible changes therein,
o    The ultimate resolution of pending litigation, and
o    Possible future litigation.

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


<TABLE>

                                                                   Three months ended
                                                                         March 31,
                                                                  ----------------------          %
                                                                  2005              2006        Change
                                                                  ----              ----        ------
                                                              (In millions, except percentages and volumes)

<S>                                                              <C>              <C>              <C>
 Net sales                                                       $291.9           $304.3          +4%
 Cost of sales                                                    207.7            229.5         +10%
                                                                 ------           ------

 Gross margin                                                      84.2             74.8         -11%

 Selling, general and administrative expense                      (37.2)           (37.8)         +2%
 Currency transaction gains (losses), net                            .9              (.8)
 Corporate expense                                                 (1.4)            (1.3)
 Other operating expense, net                                        -               (.5)
                                                                 ------           ------

 Income from operations                                          $ 46.5           $ 34.4         -26%
                                                                 ======           ======

 TiO2 operating statistics:

   Percent change in average selling prices:
       Using actual foreign currency exchange rates                                               -3%
       Impact of changes in foreign currency exchange rates                                       +5%
                                                                                                  ---

       In billing currencies                                                                      +2%
                                                                                                  ===

   Sales volumes*                                                   114          124              +9%
   Production volumes*                                              122          127              +4%
</TABLE>

________________________________

     *   Thousands of metric tons

     Kronos'  sales  increased  $12.4  million (4%) in the first quarter of 2006
compared to the first  quarter of 2005 due to the net effects of higher  average
TiO2 selling prices (in billing currencies), higher TiO2 selling volumes and the
unfavorable  effect of fluctuations in foreign  currency  exchange rates,  which
decreased  sales by  approximately  $16  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 2006 were 2% higher as  compared  to the first  quarter of
2005.  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 2006  decreased 3%
compared to the first quarter of 2005.

     Kronos' sales are  denominated  in various  currencies,  including the U.S.
dollar,  the euro, other major European  currencies and the Canadian dollar. The
disclosure of the  percentage  change in Kronos'  average TiO2 selling prices in
billing  currencies  (which excludes the effects of fluctuations in the value of
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 3% decrease
in Kronos'  average  TiO2  selling  prices  during the first  quarter of 2006 as
compared to the first  quarter of 2005 using actual  foreign  currency  exchange
rates prevailing  during the respective  periods (the GAAP measure),  and the 2%
increase in Kronos'  average  TiO2  selling  prices in billing  currencies  (the
non-GAAP  measure)  during  such  periods is due to the net 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 2006  increased  9%
compared to the first quarter of 2005,  due primarily to higher sales volumes in
the United  States and  slightly  higher  sales  volumes in Europe and in export
markets offsetting the effects of lower sales volumes in Canada. Demand for TiO2
has remained strong in the first quarter of 2006, 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 2006 as compared to the same period in 2005.  Kronos'
operating rates were near full capacity in both periods,  and Kronos' production
and sales volumes in the first quarter of 2006 were new records for Kronos for a
first quarter.

     The  Company's  cost of sales  increased  $21.8  million (10%) in the first
quarter of 2006  compared  to the first  quarter of 2005  largely  due to higher
sales  volumes.  As a result of lower  average TiO2 selling  prices using actual
foreign currency exchange rates as well as the unfavorable  effect of higher raw
material and other operating  costs  (including  energy),  the Company's cost of
sales, as a percentage of net sales,  increased from 71% in the first quarter of
2005 to 75% in the first quarter of 2006.

     The Company's  gross margins for the first quarter of 2006  decreased  $9.4
million  (11%)  from the first  quarter  of 2005 due to the net  effects  of the
aforementioned  increases  in net  sales  and  cost  of  sales  as  well  as the
unfavorable  effect of relative changes in foreign  currency  exchange rates, as
discussed below.

     Selling, general and administrative expenses increased $600,000 (2%) in the
first  quarter of 2006 as compared  to the  corresponding  period in 2005.  This
increase is largely attributable to the increased sales volumes.

     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, decreased TiO2 sales by a net $16 million in the
first  quarter of 2006 as compared to the same period in 2005.  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 2006 as compared to the
first  quarter  of 2005.  Overall,  the net  impact of  currency  exchange  rate
fluctuations  on  the  Company's   operating  income  comparisons   resulted  in
approximately a net $5 million  decrease in the Company's income from operations
in the first quarter of 2006 as compared to the first quarter of 2005.

Outlook

     On September  22, 2005,  the  chloride-process  TiO2  facility  operated by
Kronos' 50%-owned joint venture, Louisiana Pigment Company ("LPC"),  temporarily
halted  production  due  to  Hurricane  Rita.  Although  storm  damage  to  core
processing facilities was not extensive, a variety of factors, including loss of
utilities,  limited  access and  availability  of employees  and raw  materials,
prevented the  resumption of partial  operations  until October 9, 2005 and full
operations  until late 2005.  The joint  venture  expects  the  majority  of its
property  damage  and  unabsorbed  fixed  costs  for  periods  in  which  normal
production  levels were not achieved  will be covered by  insurance,  and Kronos
believes   insurance  will  cover  its  lost  profits   (subject  to  applicable
deductibles) resulting from its share of the lost production from LPC. Insurance
proceeds  from the lost profit for product that Kronos was not able to sell as a
result of the loss of  production  from LPC are  expected  to be  recognized  by
Kronos  during the  remainder  of 2006,  although  the amount and timing of such
insurance  recoveries  is not  presently  determinable.  The  effect on  Kronos'
financial results will depend on the timing and amount of insurance recoveries.

     Kronos' efforts to debottleneck its production facilities to meet long-term
demand continue to prove  successful.  Such  debottlenecking  efforts  included,
among other things,  the addition of finishing  capacity in the German  chloride
process facility and equipment upgrades and enhancements in several locations to
allow for  reduced  downtime  for  maintenance  activities.  Kronos'  production
capacity  has  increased  by  approximately  30% over the past ten  years due to
debottlenecking  programs,  with  only  moderate  capital  expenditures.  Kronos
believes its annual  attainable  production  capacity for 2006 is  approximately
510,000 metric tons, with some additional  capacity  expected to be available in
2007 through its continued debottlenecking efforts.

     Kronos  expects  its income  from  operations  in 2006 will  continue to be
somewhat lower than 2005.  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.

Other income (expense)

     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro,  including  KII's euro 375 million Senior Secured Notes.  Accordingly,
the reported amount of interest  expense will vary depending on relative changes
in foreign  currency  exchange rates.  Interest  expense in the first quarter of
2006 was $10.7  million,  a decrease of $1.1 million  from the first  quarter of
2005.  The decrease was due  primarily to relative  changes in foreign  currency
exchange rates,  which decreased the U.S. dollar  equivalent of interest expense
on the euro 375 million KII Senior Secured Notes  outstanding  by  approximately
$1.1  million in the first  quarter of 2006 as compared to the first  quarter of
2005.

     In April  2006,  KII called all of it's  8.875%  Senior  Secured  Notes for
redemption on May 11, 2006 at 104.437% of their  aggregate  principal  amount of
euro 375  million (an  aggregate  of $470.2  million at March 31, 2006  exchange
rates).  Funds  for  such  redemption  were  provided  by KII's  issuance  of an
aggregate of euro 400 million  principal amount of new 6.5% Senior Secured Notes
due April 2013,  issued on April 11, 2006 at 99.306% of their principal  amount.
The Company  expects to  recognize a $21  million  pre-tax  charge in the second
quarter related to the early  extinguishment of the 8.875% Senior Secured Notes,
consisting  of the call premium on such Notes and the net  write-off of deferred
financing costs and existing unamortized premium related to such Notes. See Note
6.

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,  2006,  Kronos  has the  equivalent  of $597  million  and $93
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 2005 Annual Report, during 2004 Kronos concluded the benefit of
such income tax loss  carryforwards met the  "more-likely-than-not"  recognition
criteria of GAAP, and  accordingly in 2004 Kronos  reversed the deferred  income
tax asset valuation allowance related to such German carryforwards and other net
deductible  temporary  differences  related to  Germany.  Prior to the  complete
utilization  of such  carryforwards,  it is  possible  that  the  Company  might
conclude in the future that the  benefit of such  carryforwards  would no longer
meet the "more-likely-than-not" recognition criteria, at which point the Company
would be required to recognize a valuation  allowance against the then-remaining
tax benefit associated with the carryforwards.

Accounting principles newly adopted in 2006

     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, 2005 and 2006 are
presented below:

<TABLE>

                                                                     Three months ended
                                                                          March 31,
                                                                  ----------------------
                                                                  2005              2006
                                                                  ----              ----
                                                                      (In millions)

 Net cash provided by (used in) by:
<S>                                                             <C>                <C>
   Operating activities                                         $   (5.0)          $  (17.8)
   Investing activities                                             (4.6)              (3.6)
   Financing activities                                            (12.3)              10.3
                                                                --------           --------

     Net cash used in operating, investing
       and financing activities                                 $  (21.9)          $  (11.1)
                                                                ========           ========
</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 used in operating activities increased from $5.0 million used in
the first three months of 2005 to $17.8  million of cash used in the first three
months of 2006. This $12.8 million increase was due primarily to the net effects
of  (i)  lower  net  income  of  $6.4  million,   (ii)  lower  depreciation  and
amortization  expense of  $600,000,  (iii) lower  deferred  income taxes of $4.6
million,  (iv) higher net contributions to the TiO2 manufacturing  joint venture
of $2.8  million  in the first  three  months  of 2006  compared  to a  $850,000
contribution  in the first three months of 2005, (v) a higher amount of net cash
used from relative changes in the Company's inventories,  receivables,  payables
and  accruals of $1.0  million in the first three  months of 2006 as compared to
the first three  months of 2005 and (vi)  higher  cash paid for income  taxes of
$2.3 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  volumes  and  sales  volumes.   The  Company's  average  days  sales
outstanding  ("DSO")  increased  from 55 days at December 31, 2005 to 68 days at
March  31,  2006,  due to the  timing  of  collection  on  the  higher  accounts
receivable balance at the end of March. At March 31, 2006, the average number of
days in  inventory  ("DII")  decreased to 100 days from 102 days at December 31,
2005 due to the effects of higher sales volume.

Investing and financing activities

     The Company's  capital  expenditures  were $5.2 million and $4.1 million in
the first three months of 2005 and 2006, respectively.

     During the first three months of 2006,  the Company  borrowed $68.3 million
and repaid $50.0  million  under its U.S.  credit  facility  and  borrowed  $4.3
million under its Canadian credit facility.

     In each of the first  quarters of 2005 and 2006, the Company paid a regular
quarterly  dividend  to  stockholders  of $.25 per  share.  Such cash  dividends
aggregated  $12.2 million in each of the first quarters ended March 31, 2005 and
2006.

     At March 31, 2006,  unused credit  available under Kronos'  existing credit
facilities  approximated $124 million, which was comprised of: $94 million under
its European  revolving credit  facility,  $11 million under its Canadian credit
facility,  $15 million under its U.S. credit facility and $4 million under other
non-US  facilities.  At March  31,  2006,  KII had  approximately  $101  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.

Off-balance sheet financing arrangements.

     Other than operating  leases  discussed in the 2005 Annual Report,  neither
Kronos nor any of its  subsidiaries or affiliates are parties to any off-balance
sheet financing arrangements.

Other

     At March 31, 2006,  the Company and its  subsidiaries  had (i) current cash
and cash equivalents  aggregating  $61.7 million ($58.2 million held by non-U.S.
subsidiaries),  (ii) current  restricted  cash of $951,000 and (iii)  noncurrent
restricted marketable debt securities of $2.6 million.

     At March 31, 2006,  Kronos'  outstanding  debt was  comprised of (i) $455.6
million  related to KII's  Senior  Secured  Notes and (ii)  approximately  $38.7
million  of  other  indebtedness,  principally  $29.8  million  related  to  the
Company's  U.S. bank credit  facility  which matures in September  2008 and $4.3
million  related to its Canadian bank credit  facility  which matures in January
2009.

     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.

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

     Based upon  Kronos'  expectations  for the TiO2  industry  and  anticipated
demand for Kronos' cash  resources as discussed  herein,  Kronos expects to have
sufficient short-term (defined as the twelve-month period ending March 31, 2007)
and long-term  (defined as the five-year  period ending  December 31, 2010,  the
time period for which the Company generally does long-term  budgeting) liquidity
to meet its obligations including operations, capital expenditures, debt service
and  dividends.  To the extent that  actual  developments  differ  from  Kronos'
expectations, Kronos' liquidity could be adversely affected.

     See Note 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, 2006,  Kronos held a series of contracts,
with  expiration  dates  ranging  from April to September  2006,  to exchange an
aggregate of U.S. $25.5 million for an equivalent  amount of Canadian dollars at
exchange rates ranging from Cdn. $1.16 to Cdn. $1.17 per U.S.  dollar.  At March
31, 2006, the actual exchange rate was Cdn. $1.17 per U.S. dollar. The estimated
fair value of such  foreign  currency  forward  contracts  at March 31,  2006 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 TiO2 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 TiO2 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 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Reference is made to the 2005 Annual  Report for a discussion of the market
risks associated with changes in foreign currency exchange rates, interest rates
and security prices that affect the Company. There have been no material changes
in such market risks since the Company filed the 2005 Annual Report.

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,  have evaluated the Company's  disclosure
controls and procedures as of March 31, 2006. Based upon their evaluation, these
executive  officers have  concluded that the Company's  disclosure  controls and
procedures are effective as of March 31, 2006.

     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.

     Changes in Internal  Control Over  Financial  Reporting.  There has been no
change to the Company's  internal  control over financial  reporting  during the
quarter  ended March 31, 2006 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 2005 Annual Report for descriptions of certain legal proceedings.

Item 1A. Risk Factors.

     Reference  is made to the  2005  Annual  Report  for a  discussion  of risk
factors related to the Company's businesses. There have been no material changes
in such risk factors since the Company filed the 2005 Annual Report.

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 5, 2006                    By /s/ Gregory M. Swalwell
      -------------                      ------------------------------------
                                          Gregory M. Swalwell
                                           Vice President, Finance and Chief
                                            Financial Officer (Principal
                                            Financial Officer)


Date   May 5, 2006                    By /s/ James W. Brown
      -------------                      ------------------------------------
                                         James W. Brown
                                         Vice President and Controller
                                         (Principal Accounting Officer)