SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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





For the quarter ended   September 30, 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 October 31,
2006: 48,953,049.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                           Page
                                                                          number

Part I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets -
            December 31, 2005; September 30, 2006 (unaudited)                3

           Condensed Consolidated Statements of Income - Three and nine
            months ended September 30, 2005 and 2006 (unaudited)             5

           Condensed Consolidated Statements of Comprehensive Income -
            Nine months ended September 30, 2005 and 2006 (unaudited)        6

           Condensed Consolidated Statement of Stockholders' Equity -
            Nine months ended September 30, 2006 (unaudited)                 7

           Condensed Consolidated Statements of Cash Flows -
            Nine months ended September 30, 2005 and 2006 (unaudited)        8

           Notes to Condensed Consolidated Financial Statements
           (unaudited) 10

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

  Item 3.  Quantitative and Qualitative Disclosure About Market Risk        28

  Item 4.  Controls and Procedures                                          28

Part II.   OTHER INFORMATION

  Item 1.  Legal Proceedings                                                29

  Item 1A. Risk Factors                                                     29

  Item 6.  Exhibits                                                         29

  Items 2, 3, 4 and 5 of Part II are omitted because there is no information to
  report





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>

               ASSETS                                                  December 31,      September 30,
                                                                           2005              2006
                                                                      --------------    --------------
                                                                                          (unaudited)

 Current assets:
<S>                                                                   <C>                <C>
   Cash and cash equivalents                                          $    72,029        $    88,750

   Restricted cash                                                          1,355                933
   Accounts and other receivables, net                                    184,584            241,156
   Receivables from affiliate                                                   2                355
   Refundable income taxes                                                  1,053                 44
   Inventories, net                                                       259,844            247,048
   Prepaid expenses and other                                               4,290              7,452
   Deferred income taxes                                                    2,187                844
                                                                      -----------        -----------

       Total current assets                                               525,344            586,582
                                                                      -----------        -----------

 Other assets:
     Investment in TiO2 manufacturing joint venture                       115,308            114,808
     Deferred income taxes                                                213,722            227,481
     Other                                                                 25,638             25,467
                                                                      -----------        -----------

       Total other assets                                                 354,668            367,756
                                                                      -----------        -----------

 Property and equipment:
   Land                                                                    31,678             34,156
   Buildings                                                              184,800            198,411
   Equipment                                                              786,953            847,683
   Mining properties                                                       68,165             70,456
   Construction in progress                                                13,457             20,706
                                                                      -----------        -----------

                                                                        1,085,053          1,171,412
   Less accumulated depreciation and amortization                         666,133            733,972
                                                                      -----------        -----------

       Net property and equipment                                         418,920            437,440
                                                                      -----------        -----------

       Total assets                                                   $ 1,298,932        $ 1,391,778
                                                                      ===========        ===========
</TABLE>















                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>


    LIABILITIES AND STOCKHOLDERS' EQUITY                               December 31,      September 30,
                                                                           2005              2006
                                                                      --------------    --------------

 Current liabilities:
<S>                                                                   <C>                  <C>
   Current maturities of long-term debt                               $      958           $      933
   Accounts payable and accrued liabilities                              165,545              179,508
   Payable to affiliates                                                  10,382               10,807
   Income taxes                                                           24,014               19,334
   Deferred income taxes                                                   4,211                1,097
                                                                      ----------           ----------

          Total current liabilities                                      205,110              211,679
                                                                      ----------           ----------

 Noncurrent liabilities:
   Long-term debt                                                        464,365              528,266
   Deferred income taxes                                                  53,383               51,556
   Accrued pension costs                                                 139,786              139,363
   Accrued postretirement benefits costs                                  10,174                9,997
   Other                                                                  16,055               15,167
                                                                      ----------           ----------

       Total noncurrent liabilities                                      683,763              744,349
                                                                      ----------           ----------

 Minority interest                                                            75                   41
                                                                      ----------           ----------


 Stockholders' equity:
   Common stock                                                              489                  489
   Additional paid-in capital                                          1,061,539            1,061,644
   Retained deficit                                                     (441,295)            (437,806)
   Accumulated other comprehensive loss:
     Currency translation                                               (114,930)             (92,799)
     Pension liabilities                                                 (95,819)             (95,819)
                                                                      ----------           ----------

       Total stockholders' equity                                        409,984              435,709
                                                                      ----------           ----------

       Total liabilities, minority interest and
             stockholders' equity                                     $1,298,932           $1,391,778
                                                                      ==========           ==========
</TABLE>



Commitments and contingencies (Notes 7 and 11)







     See accompanying Notes to Condensed Consolidated Financial Statements.








                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)

<TABLE>

                                                                 Three months ended                     Nine months ended
                                                                    September 30,                         September 30,
                                                                ----------------------               -----------------------
                                                                2005              2006               2005               2006
                                                                ----              ----               ----               ----
                                                                                      (unaudited)

<S>                                                          <C>               <C>                 <C>               <C>
Net sales                                                    $ 292,113         $  331,653          $ 895,675         $  981,032
Cost of sales                                                  216,193            256,225            640,918            748,827
                                                             ---------         ----------          ---------         ----------

    Gross margin                                                75,920             75,428            254,757            232,205

Selling, general and administrative expense                     36,877             39,389            111,974            118,506
Other operating income (expense):
  Currency transaction gains (losses), net                         228                (37)             3,551             (2,907)
  Disposition of property and equipment                           (287)              (602)              (441)            (1,709)
  Other income                                                     307                204                419                261
  Corporate expense                                             (1,075)            (1,343)            (3,948)            (3,945)
                                                             ---------         ----------          ---------         ----------

    Income from operations                                      38,216             34,261            142,364            105,399

Other income (expense):
  Trade interest income                                            247                603                467              1,483
  Other interest income                                            160                181                780              1,212
  Securities transaction gain                                     -                  -                 5,439               -
  Loss on prepayment of debt                                      -                  -                  -               (22,311)
  Interest expense                                             (10,630)            (9,690)           (34,027)           (33,494)
                                                             ---------         ----------          ---------         ----------

    Income before income taxes and
      minority interest                                         27,993             25,355            115,023             52,289

Provision for income taxes                                      20,039             13,751             52,796             12,079

Minority interest in after-tax earnings                              2                  2                  9                  7
                                                             ---------         ----------          ---------         ----------

    Net income                                               $   7,952         $   11,602          $  62,218         $   40,203
                                                             =========         ==========          =========         ==========

Basic and diluted net income per share                       $     .16         $      .24          $    1.27        $      .82
                                                             =========         ==========          =========        ==========

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

Basic and diluted weighted-average
  shares used in the calculation
  of net income per share                                       48,950             48,953             48,948             48,951
                                                             =========         ==========          =========         ==========
</TABLE>




     See accompanying Notes to Condensed Consolidated Financial Statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                  Nine months ended September 30, 2005 and 2006

                                 (In thousands)


<TABLE>

                                                                           2005              2006
                                                                           ----              ----
                                                                               (unaudited)

<S>                                                                      <C>              <C>
Net income                                                               $  62,218        $  40,203

Other comprehensive income (loss), net of tax - currency
   translation adjustment                                                  (24,115)          22,131
                                                                         ---------        ---------

          Comprehensive income                                           $  38,103        $  62,334
                                                                         =========        =========
</TABLE>



     See accompanying Notes to Condensed Consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2006

                                 (In thousands)


<TABLE>

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

<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                           -                 -             40,203            -                 -                40,203

Other comprehensive income           -                 -               -             22,131              -                22,131

Dividends                            -                 -            (36,714)           -                 -               (36,714)

Issuance of common stock             -                  105            -               -                 -                   105
                                   ------        ----------       ---------       ---------          --------           --------

Balance at September 30, 2006      $  489        $1,061,644       $(437,806)      $ (92,799)         $(95,819)          $435,709
                                   ======        ==========       =========       =========          ========           ========
</TABLE>

     See accompanying Notes to Condensed Consolidated financial statements.



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 2005 and 2006

                                 (In thousands)

<TABLE>

                                                                          2005              2006
                                                                          ----              ----
                                                                                (unaudited)

 Cash flows from operating activities:
<S>                                                                    <C>               <C>
   Net income                                                          $ 62,218          $ 40,203
   Depreciation and amortization                                         32,711            32,862
   Loss on prepayment of debt                                              -               22,311
   Call premium paid                                                       -              (20,898)
   Noncash interest expense                                               2,241             1,568
   Deferred income taxes                                                 29,476            (7,650)
   Minority interest                                                          9                 7
   Net loss from disposition of property and equipment                      441             1,709
   Distributions from (contributions to) TiO2 manufacturing
    joint venture, net                                                    5,100               500
   Securities transaction gain                                           (5,439)             -
   Benefit plan expense greater (less) than cash funding:
     Defined benefit pension plans                                       (3,251)              594
     Other postretirement benefits                                         (658)             (370)
   Other, net                                                            (1,026)             (894)
   Change in assets and liabilities:
     Accounts and other receivables, net                                (26,478)          (44,927)
     Inventories, net                                                   (36,713)           28,293
     Prepaid expenses and other                                          (3,253)           (2,805)
     Accounts payable and accrued liabilities                            13,672             6,675
     Income taxes                                                         1,438            (5,487)
     Accounts with affiliates                                             3,528               (72)
     Other, net                                                          (4,723)           (1,286)
                                                                       --------          --------

         Net cash provided by operating activities                       69,293            50,333
                                                                       --------          --------

 Cash flows from investing activities:
   Capital expenditures                                                 (20,868)          (26,794)
   Change in restricted cash equivalents                                    592               487
   Proceeds from disposal of interest in Norwegian
     smelting operation                                                   3,542              -
   Other, net                                                                37                40
                                                                       --------          --------

         Net cash used in investing activities                          (16,697)          (26,267)
                                                                       --------          --------

 Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                           8,600           722,200
     Principal payments                                                 (21,655)         (686,621)
     Deferred financing costs paid                                         -               (8,863)
   Dividends paid                                                       (36,712)          (36,714)
   Other, net                                                             1,208               105
                                                                       --------          --------

         Net cash used in financing activities                          (48,559)           (9,893)
                                                                       --------          --------
</TABLE>




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 2005 and 2006

                                 (In thousands)



<TABLE>
                                                                         2005              2006
                                                                         ----              ----
                                                                                (unaudited)


 Cash and cash equivalents - net change from:
  <S>                                                                  <C>               <C>
   Operating, investing and financing activities                       $  4,037          $ 14,173
   Currency translation                                                  (1,912)            2,548
 Cash and cash equivalents at beginning of period                        60,790            72,029
                                                                       --------          --------

 Cash and cash equivalents at end of period                            $ 62,915          $ 88,750
                                                                       ========          ========


 Supplemental disclosures:
   Cash paid for:
     Interest                                                          $ 21,601          $ 16,107
     Income taxes, net                                                   20,724            25,622

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



     See accompanying Notes to Condensed Consolidated Financial Statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2006

                                   (Unaudited)

Note 1 - Organization and basis of presentation:

     Organization - We are a  majority-owned  subsidiary of Valhi,  Inc.  (NYSE:
VHI). At September 30, 2006,  Valhi held  approximately  59% of our  outstanding
common stock and NL Industries,  Inc.  (NYSE:  NL) held an additional 36% of our
common stock.  Valhi owns  approximately  83% of NL's outstanding  common stock.
Approximately  92% of  Valhi's  outstanding  common  stock  is held  by  Contran
Corporation and its  subsidiaries.  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 these companies.

     Basis of  presentation  - The unaudited  Condensed  Consolidated  Financial
Statements  contained in this  Quarterly  Report have been  prepared on the same
basis as the audited  Consolidated  Financial Statements in our Annual Report on
Form 10-K for the year ended December 31, 2005 that we filed with the Securities
and Exchange Commission ("SEC") on March 16, 2006 (the "2005 Annual Report"). In
our opinion,  we have made all necessary  adjustments (which include only normal
recurring  adjustments) in order to state fairly, in all material respects,  our
consolidated financial position,  results of operations and cash flows as of the
dates and for the periods presented.  We have condensed the Consolidated Balance
Sheet at December 31, 2005 contained in this Quarterly Report as compared to our
audited  Consolidated  Financial  Statements  at that date,  and we have omitted
certain  information and footnote  disclosures  (including  those related to the
Consolidated  Balance Sheet at December 31, 2005) normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United  States of America  ("GAAP").  Our results of  operations  for the
interim  periods ended September 30, 2006 may not be indicative of our operating
results  for the full year.  The  Condensed  Consolidated  Financial  Statements
contained in this Quarterly  Report should be read in conjunction  with our 2005
Consolidated Financial Statements contained in our 2005 Annual Report.

     Unless  otherwise  indicated,  references  in this report to "we",  "us" or
"our" refer to Kronos Worldwide,  Inc. and its subsidiaries (NYSE: KRO) taken as
a whole.

Note 2 - Accounts and other receivables, net:
<TABLE>

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                             (In thousands)

<S>                                                                   <C>                 <C>
Trade receivables                                                     $170,619            $219,160
Recoverable VAT and other receivables                                   15,930              24,003
Allowance for doubtful accounts                                         (1,965)             (2,007)
                                                                      --------            --------

     Total                                                            $184,584            $241,156
                                                                      ========            ========
</TABLE>


<TABLE>

Note 3 - Inventories, net:

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                             (In thousands)

<S>                                                                   <C>                <C>
Raw materials                                                         $ 52,343            $ 47,865
Work in process                                                         17,959              22,178
Finished products                                                      149,900             131,907
Supplies                                                                39,642              45,098
                                                                      --------            --------

     Total                                                            $259,844            $247,048
                                                                      ========            ========
</TABLE>

Note 4 - Other noncurrent assets:
<TABLE>

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                              (In thousands)

<S>                                                                   <C>                 <C>
Unrecognized net pension obligations                                  $ 11,916            $ 12,539
Deferred financing costs                                                 8,150               9,186
Restricted marketable debt securities                                    2,572               2,692
Other                                                                    3,000               1,050
                                                                      --------            --------

     Total                                                            $ 25,638            $ 25,467
                                                                      ========            ========
</TABLE>

Note 5 - Accounts payable and accrued liabilities:

<TABLE>

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                              (In thousands)

<S>                                                                   <C>                <C>
Accounts payable                                                      $ 91,397            $ 78,725
Employee benefits                                                       35,610              35,760
Interest                                                                   191              15,728
Other                                                                   38,347              49,295
                                                                      --------            --------

     Total                                                            $165,545            $179,508
                                                                      ========            ========
</TABLE>

Note 6 - Long-term debt:
<TABLE>

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                              (In thousands)
Kronos International, Inc.:
  <S>                                                                 <C>                 <C>
  8.875% Senior Secured Notes                                         $449,298            $   -
  6.5% Senior Secured Notes                                               -                505,241
Revolving credit facilities:
    Kronos U.S. subsidiaries                                            11,500              14,850
    Kronos Canada                                                         -                  4,495
Other                                                                    4,525               4,613
                                                                      --------            --------

     Total debt                                                        465,323             529,199
Less current maturities                                                    958                 933
                                                                      --------            --------

     Total long-term debt                                             $464,365            $528,266
                                                                      ========            ========
</TABLE>

     Senior  Secured  Notes - On April 11, 2006,  our  wholly-owned  subsidiary,
Kronos  International,  Inc.  ("KII")  issued an  aggregate  of euro 400 million
principal  amount of new 6.5% Senior Secured Notes due April 2013, at 99.306% of
their principal amount ($498.5 million when issued).  These Senior Secured Notes
were issued pursuant to an indenture that contains  covenants,  restrictions and
collateral substantially identical to the covenants, restrictions and collateral
of our 8.875%  Senior  Secured  Notes.  On May 11, 2006,  we redeemed all of our
8.875% Senior  Secured Notes at 104.437% of the  aggregate  principal  amount of
euro 375 million for an aggregate of $491.4 million, including the $20.9 million
call premium.  We used the proceeds from the 6.5% Senior Secured Notes issued in
April  2006 to fund  the  redemption.  We  recognized  a $22.3  million  pre-tax
interest  charge in the second  quarter of 2006 related to the prepayment of the
8.875% Senior Secured Notes, consisting of the call premium on the notes and the
write-off of deferred  financing  costs and  unamortized  premium related to the
notes.

     Revolving credit facilities - For the nine months ended September 30, 2006,
we borrowed an aggregate of Cdn. $5.0 million ($4.5 million when borrowed) under
our Canadian  revolving  credit  facility and a net $3.4 million  under our U.S.
bank credit facility.  The average interest rates on the outstanding  borrowings
under these facilities at September 30, 2006 were 6.75% and 8.25%, respectively.

Note 7 - Income taxes:
<TABLE>

                                                                          Nine months ended
                                                                            September 30,
                                                                       ------------------------
                                                                       2005                2006
                                                                       ----                ----
                                                                             (In millions)

<S>                                                                    <C>                <C>
Expected tax expense                                                   $40.3              $18.3
Incremental U.S. tax and rate differences on
 equity in earnings of non-tax group companies                            .8                 .7
Non-U.S. tax rates                                                        .3               (1.1)
Loss of German tax attribute                                            17.5                 -
Nondeductible expenses                                                   2.7                2.6
U.S. state income taxes, net                                             3.9                 .7
Contingency reserve adjustment, net                                    (12.5)              (8.1)
Canadian tax rate change                                                 -                 (1.1)
Other, net                                                               (.2)                .1
                                                                       -----              -----

     Total                                                             $52.8              $12.1
                                                                       =====              =====
</TABLE>

     In June 2006,  Canada enacted a 2% reduction in the Canadian federal income
tax rate and the  elimination  of the federal  surtax.  The 2% reduction will be
phased in from 2008 to 2010,  and the federal surtax will be eliminated in 2008.
As a result,  during the first nine months of 2006 we  recognized a $1.1 million
income  tax   benefit   related  to  the  effect  of  such   reduction   on  our
previously-recorded net deferred income tax liability.

     Due to the favorable resolution of certain income tax audits related to our
German and Belgian operations during the first six months of 2006, we recognized
a $2.0 million  income tax benefit  related to  adjustments of prior year income
taxes.  Due to an  unfavorable  resolution  of certain  income tax audit  issues
related to our German operations during the third quarter of 2006, we recognized
a $2.0 million  provision  for income taxes  related to prior year income taxes,
which offset the $2.0 million benefit  recognized in the first six months of the
year.

     Tax authorities are examining certain of our non-U.S.  tax returns and have
or may propose tax deficiencies, including penalties and interest. For example:

o    We previously  received a preliminary  tax assessment  related to 1993 from
     the Belgian tax authorities  proposing tax deficiencies,  including related
     interest,  of  approximately  euro 6 million.  The Belgian tax  authorities
     filed  a lien  on the  fixed  assets  of our  Belgian  TiO2  operations  in
     connection with their assessment. This lien did not interfere with on-going
     operations at the facility.  We filed a protest to this assessment,  and in
     July 2006 the Belgian tax authorities withdrew the assessment. The lien was
     subsequently released.

o    The Norwegian  tax  authorities  previously  notified us of their intent to
     assess tax deficiencies of approximately  kroner 12 million relating to the
     years 1998 through 2000. We objected to this  proposed  assessment,  and in
     May 2006 the Norwegian tax authorities withdrew the assessment.

     Principally  as a result of the  withdrawal  of the Belgian  and  Norwegian
assessments  discussed above, we recognized a $9.5 million income tax benefit in
the first six months of 2006  related to the total  reduction  in our income tax
contingency reserve. Principally as a result of our ongoing income tax audits in
Germany,  we  recognized a $1.4 million  increase in our income tax  contingency
reserve in the third quarter of 2006. Other income tax  examinations  related to
our operations continue,  and we cannot guarantee that these tax matters will be
resolved in our favor due to the inherent  uncertainties  involved in settlement
initiatives and court and tax proceedings.  We believe we have adequate accruals
for additional taxes and related interest expense which could ultimately  result
from tax examinations.  We believe the ultimate  disposition of tax examinations
should  not  have  a  material  adverse  effect  on our  consolidated  financial
position, results of operations or liquidity.

Note 8 - Employee benefit plans:

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

                                                           Three months ended                Nine months ended
                                                               September 30,                   September 30,
                                                          ---------------------            --------------------
                                                          2005             2006            2005            2006
                                                          ----             ----            ----            ----
                                                              (In thousands)                   (In thousands)

<S>                                                      <C>             <C>              <C>            <C>
Service cost                                             $ 1,974         $ 1,982          $ 5,875        $ 5,817
Interest cost                                              4,311           4,825           13,345         14,145
Expected return on plan assets                            (3,884)         (4,083)         (12,002)       (12,001)
Amortization of prior service cost                           145             117              449            343
Amortization of net transition obligations                     -             145              310            428
Recognized actuarial losses                                  900           2,196            2,778          6,426
                                                         -------         -------          -------        -------

     Total                                               $ 3,446         $ 5,182          $10,755        $15,158
                                                         =======         =======          =======        =======
</TABLE>


     Postretirement  benefits - The  components  of net periodic  postretirement
benefit costs are presented in the table below.
<TABLE>

                                                           Three months ended                Nine months ended
                                                               September 30,                   September 30,
                                                          ---------------------            --------------------
                                                          2005             2006            2005            2006
                                                          ----             ----            ----            ----
                                                             (In thousands)                   (In thousands)

<S>                                                      <C>             <C>              <C>            <C>
Service cost                                             $    56         $   73           $   165        $  215
Interest cost                                                146            158               435           471
Amortization of prior service credit                        (159)           (50)             (479)         (150)
Recognized actuarial losses                                   18             29                53            86
                                                         -------         ------           -------        ------

     Total                                               $    61         $  210           $   174        $  622
                                                         =======         ======           =======        ======
</TABLE>

     Contributions  - We  expect  our 2006  contributions  for our  pension  and
postretirement  benefit plans to be  consistent  with the amount we disclosed in
our 2005 Annual Report.

Note 9 - Other noncurrent liabilities:
<TABLE>

                                                                     December 31,      September 30,
                                                                         2005              2006
                                                                     ------------      -------------
                                                                               (In thousands)

<S>                                                                   <C>                 <C>
Employee benefits                                                     $  4,735            $  6,371
Insurance claims and expenses                                            1,733               1,431
Asset retirement obligations                                               934               1,050
Other                                                                    8,653               6,315
                                                                      --------            --------

     Total                                                            $ 16,055            $ 15,167
                                                                      ========            ========
</TABLE>


Note 10 - Accounts with affiliates:
<TABLE>

                                                                      December 31,      September 30,
                                                                          2005              2006
                                                                      ------------      -------------
                                                                               (In thousands)

Current receivables from affiliates:
  <S>                                                                  <C>                  <C>
  Valhi - Income taxes, net                                            $  -                 $   355
  Other                                                                      2                 -
                                                                       -------              -------

     Total                                                             $     2              $   355
                                                                       =======              =======

Current payables to affiliates:
  Louisiana Pigment Company                                            $ 9,803              $10,674
  Valhi - Income taxes, net                                                434                 -
  NL                                                                       145                  133
                                                                       -------              -------

     Total                                                             $10,382              $10,807
                                                                       =======              =======

Note 11 - Commitments and contingencies:
</TABLE>

     Litigation  matters  - As  reflected  in our 2005  Annual  Report,  Kronos'
Belgian  subsidiary  and certain of its employees  were the subject of civil and
criminal  proceedings relating to an accident that resulted in two fatalities at
our Belgian facility in 2000. In June 2006, the appellate court upheld a finding
of civil responsibility against the subsidiary, reduced by approximately 50% the
fine that had been  imposed  against  the  subsidiary  by the lower  court,  and
reversed the finding of  responsibility  as it related to the individual  Kronos
employees. No appeal was taken of the appellate court's decision.

     We and our affiliates are involved in various  environmental,  contractual,
product  liability,  patent (or  intellectual  property),  employment  and other
claims and disputes incidental to our present and former businesses.  In certain
cases,  we have  insurance  coverage for these items.  We currently  believe the
disposition of all claims and disputes, individually or in the aggregate, should
not have a  material  adverse  effect on our  consolidated  financial  position,
results of operations or liquidity beyond the accruals already provided for.

     Please refer to our 2005 Annual  Report for a discussion  of certain  other
legal proceedings to which we are a party.

Note 12 - Recent accounting pronouncements:

     Inventory costs - Statement of Financial  Accounting Standards ("SFAS") No.
151,  Inventory  Costs, an amendment of ARB No. 43, Chapter 4, became  effective
for us for inventory  costs  incurred on or after January 1, 2006.  SFAS No. 151
requires that the allocation of fixed production  overhead costs to inventory be
based on normal  capacity of the production  facilities,  as defined by SFAS No.
151. SFAS No. 151 also  clarifies the  accounting  for abnormal  amounts of idle
facility  expense,  freight handling costs and wasted material,  requiring those
items be recognized as  current-period  charges.  Our existing  production  cost
policies complied with the requirements of SFAS No. 151,  therefore the adoption
of SFAS No. 151 did not affect our Consolidated Financial Statements.

     Stock  options - We adopted  the fair value  provisions  of SFAS No.  123R,
"Share-Based  Payment,"  on  January  1, 2006,  using the  modified  prospective
application  method.  SFAS No. 123R,  among other  things,  requires the cost of
employee  compensation paid with equity  instruments to be measured based on the
grant-date  fair value.  That cost is then  recognized  over the vesting period.
Using the  modified  prospective  method,  we will apply the  provisions  of the
standard to all new equity  compensation  granted  after January 1, 2006 and any
existing  awards  vesting  after  January 1, 2006.  We have not issued any stock
options to purchase Kronos common stock. However,  certain of our employees have
been granted options by NL to purchase NL common stock. The number of non-vested
equity awards issued by NL as of December 31, 2005 is not material. Prior to the
adoption of SFAS No. 123R we accounted  for equity  compensation  in  accordance
with APBO No. 25,  Accounting  for Stock Issued to  Employees.  Our affiliate NL
accounted for their equity awards under the variable  accounting  method whereby
the equity  awards  were  revalued  based on the current  trading  price at each
balance sheet date.  We now account for these awards using the liability  method
under SFAS No. 123R, which is substantially identical to the variable accounting
method we previously  used. We recorded  compensation  expense of  approximately
$500,000 in the  quarter  ended  September  30,  2005 for  stock-based  employee
compensation and no material income or compensation  expense was recorded in the
quarter ended September 30, 2006. We recorded  income for  stock-based  employee
compensation of  approximately  $400,000 in each of the nine month periods ended
September 30, 2005 and 2006.  If we grant a significant  number of equity awards
or modify, repurchase or cancel existing equity awards in the future, the amount
of equity compensation expense in our Consolidated Financial Statements could be
material.

     Effective  January 1, 2006,  SFAS No.  123R  requires  the cash  income tax
benefit resulting from the exercise of stock options in excess of the cumulative
income tax benefit previously  recognized for GAAP financial  reporting purposes
to be reflected as a component of cash flows from  financing  activities  in our
Consolidated  Financial  Statements.  Because  we account  for these  options to
purchase NL common stock under the liability  method of SFAS No. 123R,  the cash
income tax benefit resulting from the exercise of such stock options will always
be  equal  to the  cumulative  income  tax  benefit  we  would  have  previously
recognized for GAAP financial  reporting  purposes.  SFAS No. 123R also requires
certain  expanded  disclosures  regarding equity  compensation,  and we provided
these expanded disclosures in our 2005 Annual Report.

     Uncertain  tax  positions  - In the second  quarter  of 2006 the  Financial
Accounting  Standards Board ("FASB") issued FASB  Interpretation No. ("FIN") 48,
Accounting  for Uncertain Tax Positions,  which will become  effective for us on
January  1,  2007.  FIN 48  clarifies  when  and how  much of a  benefit  we can
recognize in our Consolidated  Financial  Statements for certain positions taken
in our income tax returns under SFAS No. 109,  Accounting for Income Taxes,  and
enhances the disclosure  requirements  for our income tax policies and reserves.
Among other things,  FIN 48 will prohibit us from  recognizing the benefits of a
tax position  unless we believe it is  more-likely-than-not  our  position  will
prevail with the applicable tax authorities and limits the amount of the benefit
to the largest  amount for which we believe the  likelihood  of  realization  is
greater  than  50%.  FIN 48 also  requires  companies  to accrue  penalties  and
interest on the difference  between tax positions taken on their tax returns and
the amount of benefit recognized for financial  reporting purposes under the new
standard.  Our current income tax accounting policies comply with this aspect of
the new standard.  We will also be required to  reclassify  any reserves we have
for uncertain tax positions from deferred income tax liabilities, where they are
currently recognized,  to a separate current or noncurrent liability,  depending
on the nature of the tax position. We are currently evaluating the impact of FIN
48 on our Consolidated Financial Statements,  we expect to complete our analysis
in the fourth quarter of 2006.

     Planned Major  Maintenance  Activities - In September 2006 FASB issued FASB
Staff Position ("FSP") No. AUG AIR-1,  Accounting for Planned Major  Maintenance
Activities, which will become effective for us on January 1, 2007 although early
adoption is  permitted.  Under FSP No. AUG AIR-1,  accruing in advance for major
maintenance is no longer permitted. Companies that previously accrued in advance
for major maintenance activities will be required to restate retroactively their
financial  statements  to reflect a permitted  method of expense for all periods
presented.  In the past we accrued in advance for our planned major maintenance.
We will restate  retroactively our financial statements in the fourth quarter of
2006 to reflect the direct expense method of accounting. The adoption of the FSP
will have the following effect on our previously reported net income for periods
indicated:
<TABLE>

                                                 Increase (decrease) in net income
                                                 ---------------------------------
                                                   2005                     2006
                                                   ----                     ----
Quarter Ended:                                             (In millions)

<S>                                                <C>                      <C>
March 31                                           $ 1.3                    $  .7
June 30                                              (.7)                     (.2)
September 30                                         (.1)                      -
December 31                                          (.5)                      na
                                                   -----                    -----

      Total                                        $  -                     $  .5
                                                   =====                    =====
</TABLE>

     Quantifying  Financial Statement  Misstatements - In September 2006 the SEC
issued  Staff  Accounting  Bulletin  ("SAB")  No.  108  expressing  their  views
regarding the process of quantifying financial statement misstatements.  The SAB
is effective for us no later than the fourth  quarter of 2006.  According to SAB
No. 108 both the  "rollover" and "iron  curtain"  approaches  must be considered
when evaluating a misstatement for materiality. We do not expect the adoption of
SAB No. 108 to have any material effect on our previously-reported  consolidated
financial position or results of operations at the date of adoption.

     Fair Value  Measurements  - In September 2006 the FASB issued SFAS No. 157,
Fair Value Measurements,  which will become effective for us on January 1, 2007.
SFAS No. 157 generally  provides a consistent,  single fair value definition and
measurement techniques for GAAP pronouncements.  SFAS No. 157 also establishes a
fair value hierarchy for different measurement techniques based on the objective
nature of the inputs in various valuation methods. We will be required to ensure
all of our fair  value  measurements  are in  compliance  with SFAS No. 157 on a
prospective  basis beginning in the first quarter of 2007. In addition,  we will
be required to expand our disclosures  regarding the valuation methods and level
of inputs we utilize in the first quarter of 2007. The adoption of this standard
will not have a material effect on our Consolidated Financial Statements.

     Pension and Other Postretirement Plans - In September, 2006 the FASB issued
SFAS No.  158,  Employers'  Accounting  for  Defined  Benefit  Pension and Other
Postretirement  Plans.  SFAS  No.  158  requires  us to  recognize  an  asset or
liability for the over or under funded status of each of our individual  defined
benefit pension and  postretirement  benefit plans on our  Consolidated  Balance
Sheets. We will recognize through other comprehensive  income prior unrecognized
gains and losses and prior service costs or credits,  net of tax, as of December
31, 2006 that we currently  amortize  through net  periodic  benefit  cost.  All
future  changes in the funded status of these plans will be  recognized  through
comprehensive  income,  net of tax  (either  net  income or other  comprehensive
income). We will also provide certain new disclosures related to these plans. In
addition,  we currently use  September 30 as a measurement  date for our pension
and postretirement benefit plans, but under this standard we will be required to
use December 31 as the  measurement  date for our plans.  The  measurement  date
requirement of SFAS No. 158 will become  effective for us by the end of 2008 and
provides two alternate  transition  methods;  we have not yet  determined  which
transition  method we will select.  This  standard  does not change the existing
recognition and measurement  requirements  that determine the amount of periodic
benefit cost recognized in net income.

     The asset and liability  recognition  and disclosure  requirements  of this
standard  will  become  effective  for us as of  December  31,  2006 and will be
adopted  prospectively.  We will not complete the 2006  assessment of the funded
status of our pension and postretirement  benefit plans until after December 31,
2006. At December 31, 2005, our pension and post  retirement  benefit plans were
under funded by $202.9 million in the aggregate, and we had a net $163.5 million
liability  recognized on our Consolidated  Balance Sheet related to these plans.
Our 2006 funded  status will be based in part on certain  actuarial  assumptions
that we cannot yet  determine  and  differences  between the actual and expected
return on plan assets during the year.  Therefore,  we are not able to determine
the impact this standard  will have on our  Consolidated  Financial  Statements;
however  we  believe  the net effect of  adopting  SFAS No. 158 will  reduce our
stockholders'  equity at December 31, 2006.  The full  disclosure  of the funded
status of our  defined  benefit  pension  and  postretirement  benefit  plans at
December 31, 2005 can be found in Note 14 to our 2005 Annual Report.


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

--------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Business and results of operations overview

     We are a leading  global  producer  and  marketer of  value-added  titanium
dioxide  pigments  ("TiO2").  TiO2  is  used  for  a  variety  of  manufacturing
applications,  including plastics,  paints, paper and other industrial products.
For the nine months  ended  September  30, 2006,  approximately  one-half of our
sales  volumes were into European  markets.  We believe we are the third largest
producer of TiO2 in Europe with an  estimated  20% share of European  TiO2 sales
volumes. In addition, we also have an estimated 15% share of North American TiO2
sales volumes. Our production facilities are located throughout Europe and North
America.

     We reported net income of $11.6 million,  or $.24 per diluted share, in the
third  quarter of 2006 as  compared to net income of $8.0  million,  or $.16 per
diluted share,  in the third quarter of 2005. For the first nine months of 2006,
we reported net income of $40.2 million, or $.82 per diluted share,  compared to
net  income of $62.2  million,  or $1.27 per  diluted  share,  in the first nine
months of 2005.  Our increased net income for the third quarter 2006 compared to
the third  quarter of 2005 is due to the  favorable  effects  of lower  interest
expense  and lower  income  taxes in 2006  related to our  European  operations,
offset somewhat by the effects of lower income from  operations.  Our net income
for the first nine  months of 2006  declined  from the first nine months of 2005
due  primarily  to the net effect of (i) lower income from  operations  in 2006,
(ii) a gain  from the  sale of our  passive  interest  in a  Norwegian  smelting
operation in 2005,  (iii) a charge from the 2006 redemption of our 8.875% Senior
Secured  Notes and the  favorable  effect of certain  net  income  tax  benefits
recognized in 2006.

     Our net income in the first nine  months of 2005  includes  (i) a net third
quarter  non-cash  income tax charge of $.10 per diluted share for  developments
with  respect to ongoing  income tax audits  primarily  in Germany,  Belgium and
Canada and (ii) a second  quarter gain of $.07 per diluted  share related to the
sale of our passive interest in a Norwegian smelting  operation.  Our net income
in the first nine months of 2006 includes (i) a second quarter charge related to
the  prepayment of our 8.875% Senior Secured Notes of $.30 per diluted share and
(ii) a net income tax  benefit of $.19 per  diluted  share  (expense of $.07 per
diluted share in the third quarter)  related to the net effect of the withdrawal
of certain income tax  assessments  previously made by the Belgian and Norwegian
tax  authorities,  the  resolution of certain  income tax issues  related to our
German and Belgian  operations  and the enactment of a reduction in the Canadian
federal income tax rate.

Forward-looking information

     This report contains  forward-looking  statements within the meaning of the
Private Securities  Litigation Reform Act of 1995.  Statements in this Quarterly
Report on Form 10-Q that are not  historical  in nature are  forward-looking  in
nature about our future that are not statements of historical  fact.  Statements
in this  report  including,  but not limited  to,  statements  found in Item 2 -
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  are  forward-looking  statements  that  represent  our beliefs and
assumptions  based on  currently  available  information.  In some cases you can
identify  these  forward-looking   statements  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 we
believe the expectations reflected in forward-looking statements are reasonable,
we do not know if these expectations will be correct. Forward-looking statements
by  their  nature  involve   substantial  risks  and  uncertainties  that  could
significantly  impact  expected  results.  Actual  future  results  could differ
materially  from those  predicted.  While it is not  possible  to  identify  all
factors,  we  continue to face many risks and  uncertainties.  Among the factors
that could  cause our actual  future  results  to differ  materially  from those
described  herein are the risks and  uncertainties  discussed in this  Quarterly
Report and those  described  from time to time in our other filings with the SEC
including, but not limited to, the following:

     o    Future  supply  and  demand  for our  products,
     o    The extent of our dependence on certain market sectors,
     o    The cyclicality of our businesses,
     o    Customer  inventory  levels (such as the extent to which our 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    Our ability 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  compliance  with
          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.  We
disclaim any  intention or  obligation  to update or revise any  forward-looking
statement  whether  as a result of  changes  in  information,  future  events or
otherwise.

Results of operations

     We consider TiO2 to be a "quality of life" product, with demand affected by
gross  domestic  product  (or "GDP") in various  regions of the world.  Over the
long-term,  we  expect  that  demand  for TiO2  will  grow by 2% to 3% per year,
consistent with our expectations for the long-term growth in GDP. However,  even
if we and our competitors  maintain  consistent  shares of the worldwide market,
demand  for TiO2 in any  interim  or annual  period  may not  change in the same
proportion  as the change in GDP,  in part due to  relative  changes in the TiO2
inventory  levels of our  customers.  We believe that our  customers'  inventory
levels are partly  influenced by their  expectation for future changes in market
TiO2 selling prices.

     The factors having the most impact on our reported operating results are:

     o    Our TiO2 selling prices,
     o    Foreign currency  exchange rates  (particularly  the exchange rate for
          the U.S. dollar relative to the euro and the Canadian  dollar),
     o    Our TiO2 sales and production volumes, and
     o    Manufacturing  costs,   particularly  maintenance  and  energy-related
          expenses.

     Our key performance indicators are our TiO2 average selling prices, and our
level of TiO2 sales and production volumes.

     Quarter ended September 30, 2005 compared to the
     Quarter ended September 30, 2006 -

<TABLE>

                                                                  Three months ended
                                                                     September 30,
                                                    ---------------------------------------------
                                                            2005                      2006
                                                    --------------------      -------------------
                                                                (Dollars in millions)

<S>                                                 <C>            <C>        <C>           <C>
Net sales                                           $292.1         100 %      $331.6        100 %
Cost of sales                                        216.2          74 %       256.2         77 %
                                                    ------         ----       ------        ----
  Gross margin                                        75.9          26 %        75.4         23 %
Other operating income and expenses, net              37.7          13 %        41.2         12 %
                                                    ------         ----       ------        ----
  Income from operations                            $ 38.2          13 %      $ 34.2         11 %
                                                    ======         ====       ======        ====

                                                                                              %
                                                                                           Change
Ti02 operating statistics:
  Sales volumes*                                     119                       132           11 %
  Production volumes*                                122                       126            3 %

  Percent change in net sales:
    TiO2 product pricing                                                                     (1)%
    TiO2 sales volumes                                                                       11 %
    TiO2 product mix                                                                          1 %
    Changes in currency exchange rates                                                        3 %
                                                                                            ----

    Total                                                                                    14 %
                                                                                            ====
</TABLE>

      * Thousands of metric tons

     Net sales - Net sales increased 14% or $39.5 million  compared to the third
quarter of 2005  primarily  due to an 11% increase in TiO2 sales volumes and the
impact of  currency  exchange  rates.  The benefit of higher  sales  volumes was
offset somewhat by a 1% decrease in average TiO2 selling prices. We estimate the
favorable  effect of changes in currency  exchange rates increased our net sales
by  approximately  $9 million,  or 3%,  compared to the same period in 2005.  We
expect average selling prices in the fourth quarter of 2006 to decline  slightly
from the third quarter of 2006.

     Our 11% increase in sales volumes in the third quarter of 2006 is primarily
due to higher sales  volumes in Europe the United  States,  and export  markets,
which were somewhat  offset by lower sales volumes in Canada.  Our sales volumes
in  Canada  have  been  impacted  by  decreased  demand  for TiO2  used in paper
products.  We  expect  overall  demand  will  continue  to  remain  high for the
remainder of the year.

     Cost of sales - Cost of sales  increased  $40.0 million or 19% in the third
quarter of 2006 compared to 2005 primarily due to the impact of increased  sales
volumes, a 24% increase in utility costs (primarily energy costs), a 4% increase
in raw material costs and currency fluctuations (primarily the Canadian dollar).
The cost of sales as a  percentage  of net sales  increased  to 77% in the third
quarter of 2006  compared to 74% in the third  quarter of 2005  primarily due to
increases in operating costs.

     The  negative  impact  of the  increase  in other  operating  costs and raw
materials  was somewhat  offset by record  production  levels.  TiO2  production
volumes increased 3% in the third quarter of 2006 compared to the same period in
2005, which favorably impacted our operating income comparisons. We continued to
gain  operational  efficiencies at our existing TiO2 facilities by enhancing our
processes and debottlenecking production to meet long-term demand. Our operating
rates were near full capacity in both periods.

     Through our  debottlenecking  program,  we added finishing  capacity in the
German  chloride-process  facility  which,  along with  equipment  upgrades  and
enhancements  in  several  locations,  have  allowed us to reduce  downtime  for
maintenance  activities.  Our production capacity has increased by approximately
30% over the past ten years with only moderate capital expenditures.  We believe
our annual attainable TiO2 production capacity for 2006 is approximately 515,000
metric  tons,  with some  additional  capacity  expected to be available in 2007
through our continued debottlenecking efforts.

     Income from  operations - Income from  operations  for the third quarter of
2006  declined  by 10% to $34.2  million  compared  to the same  period in 2005;
income from operations as a percentage of net sales declined to 11% in the third
quarter of 2006 from 13% in the same period for 2005. This decrease is driven by
the decline in gross margin,  which fell to 23% in 2006 compared to 26% in 2005.
While our sales  volumes are higher in 2006,  our gross margin has  decreased as
pricing  has not  improved  to  offset  the  negative  impact  of our  increased
operating costs (primarily energy costs and raw materials).  Changes in currency
rates have also negatively  affected our gross margin.  We estimate the negative
effect of changes in foreign  currency  exchange  rates  decreased  income  from
operations by approximately $3 million. We expect income from operations for the
fourth quarter of 2006 will be lower than the fourth quarter of 2005.

     Other non-operating  income (expense) - Interest expense decreased $900,000
from  $10.6  million in the third  quarter of 2005 to $9.7  million in the third
quarter of 2006 due to the redemption of the 8.875% Senior Secured Notes and the
issuance of the 6.5% Senior Secured Notes in the second  quarter of 2006,  which
is partially  offset by unfavorable  changes in currency  exchange rates in 2006
compared to 2005.  Excluding the effect of currency  exchange  rates,  we expect
interest  expense  will be lower in fourth  quarter of 2006 as  compared  to the
fourth quarter of 2005.

     We have a  significant  amount  of  indebtedness  denominated  in the euro,
primarily the Senior Secured Notes.  The interest expense we recognize will vary
with fluctuations in the euro exchange rate.

     Provision  for income  taxes - Our  provision  for  income  taxes was $13.8
million in the third  quarter of 2006 compared to $20 million in the same period
last  year.  Our income tax  expense  for the third  quarter  2006  includes  an
aggregate   provision  for  income  taxes  of  $3.4  million,   principally  for
unfavorable  developments  with respect to ongoing income tax audits in Germany.
Our income  tax  expense in the third  quarter  of 2005  includes  an income tax
benefit of $12.5 million for the aggregate effect of favorable developments with
respect to income tax audits in Belgium  and Canada  offset by a charge of $17.5
million for the unfavorable  effect related to the loss of certain of our German
income  tax  attributes.  See  Note 7 to the  Condensed  Consolidated  Financial
Statements.

     Nine months ended September 30, 2005 compared to the
     Nine months ended September 30, 2006 -
<TABLE>

                                                                  Nine months ended
                                                                     September 30,
                                                    ---------------------------------------------
                                                            2005                      2006
                                                    --------------------      -------------------
                                                                (Dollars in millions)

<S>                                                 <C>            <C>        <C>           <C>
Net sales                                           $895.7         100 %      $981.0        100 %
Cost of sales                                        640.9          72 %       748.8         76 %
                                                    ------         ----       ------        ----
  Gross margin                                       254.8          28 %       232.2         24 %
Other operating income and expense, net              112.4          12 %       126.8         13 %
                                                    ------         ----       ------        ----
  Income from operations                            $142.4          16 %      $105.4         11 %
                                                    ======         ====       ======        ====


                                                                                         % Change
Ti02 operating statistics:
  Sales volumes*                                     356                       396           11 %
  Production volumes*                                371                       383            3 %

  Percent change in net sales:
    TiO2 product pricing                                                                      - %
    TiO2 sales volumes                                                                       11 %
    TiO2 product mix                                                                          - %
    Changes in currency exchange rates                                                       (1)%
                                                                                           ----

    Total                                                                                    10 %
                                                                                           ====
</TABLE>

      * Thousands of metric tons

     Net sales - Net sales  increased 10% or $85.3 million  compared to the nine
months ended September 30, 2005,  primarily due to an 11% increase in TiO2 sales
volumes,  offset somewhat by the impact of currency  exchange rates. We estimate
the unfavorable  effect of changes in currency  exchange rates decreased our net
sales by approximately $11 million, or 1%, compared to the same period in 2005.

     Our 11% increase in sales  volumes in the nine months ended  September  30,
2006 is primarily due to higher sales volumes in the United  States,  Europe and
in export markets,  which were somewhat offset by lower sales volumes in Canada.
Our sales volumes in the first nine months of 2006 was a new record for us.

     Cost of sales - Cost of sales  increased  $107.9 million or 17% in the nine
months ended September 30, 2006, compared to the same period in 2005,  primarily
due to the impact of increased  sales  volumes,  a 21% increase in utility costs
(primarily  energy  costs) and a 5% increase in raw material  costs and currency
fluctuations  (primarily the Canadian dollar). The cost of sales as a percentage
of net sales  increased  to 76% in the nine months  ended  September  30,  2006,
compared to 72% in the same period of 2005  primarily  due to  increases  in raw
material and other operating costs (including energy costs).

     The negative  impact of the increase in energy costs and raw  materials was
somewhat offset by record production  levels.  TiO2 production volumes increased
3% in the nine months ended  September  30, 2006  compared to the same period in
2005,  which  favorably  impacted our income from  operations  comparisons.  Our
operating rates were near full capacity in both periods. Production volume was a
record aided by enhancing our processes and continuing debottlenecking.

     Income from  operations - Income from  operations for the nine months ended
September 30, 2006 declined by 26% to $105.4 million compared to the same period
in 2005; the income from operations as a percentage of net sales declined to 11%
in the nine  months  ended  September  30,  2006 from 16% in the same period for
2005.  The decline in income from  operations  is driven by the decline in gross
margin,  which  fell to 24% in 2006  compared  to 28% in 2005.  While  our sales
volumes are higher in 2006,  our gross  margin has  decreased as pricing has not
improved  to  offset  the  negative  impact  of our  increased  operating  costs
(primarily  energy  and raw  materials).  Changes  in  currency  rates have also
negatively affected our gross margin. We estimate the negative effect of changes
in  foreign  currency   exchange  rates  decreased  income  from  operations  by
approximately $18 million.

     Other  non-operating  income  (expense) - In the second quarter of 2006, we
issued our euro 400 million  principal  amount of 6.5% Senior Secured Notes, and
used the  proceeds  to redeem our euro 375  million  principal  amount of 8.875%
Senior Secured Notes. As a result of our prepayment of the 8.875% Senior Secured
Notes, we recognized a $22.3 million pre-tax  interest charge ($14.8 million net
of income tax benefit) in the second  quarter of 2006 for the  prepayment of the
notes,  representing  (1) the call  premium on the notes,  (2) the  write-off of
deferred financing costs and (3) write off of the existing  unamortized  premium
on the notes.  See Note 6 to the Condensed  Consolidated  Financial  Statements.
Annual interest  expense on the 6.5% Senior Secured Notes will be  approximately
euro 6 million less than on the 8.875% Senior Secured Notes.

     Interest expense  decreased  $500,000 from $34.0 million in the nine months
ended September 30, 2005 to $33.5 million in the nine months ended September 30,
2006 due to the  redemption of the 8.875% Senior  Secured Notes and the issuance
of the 6.5%  Senior  Secured  Notes,  which is  partially  offset by  changes in
currency exchange rates in 2006 compared to 2005.

     Provision  for income  taxes - Our  provision  for  income  taxes was $12.1
million in the first nine months of 2006  compared to $52.8  million in the same
period  last year.  Our income tax  expense in 2006  includes  (i) an income tax
benefit of $2.0 million  related to the favorable  resolution of certain  income
tax audit  issues in Germany and  Belgium,  (ii) a $2.0  million  provision  for
income taxes related to the  unfavorable  resolution of certain income tax audit
issues in Germany,  (iii) an income tax benefit of $9.5 million  resulting  from
the  reduction  in our  income tax  contingency  reserves  related to  favorable
developments  with income tax audits in Belgium and Norway,  (iv) a $1.4 million
provision  for  income  taxes  resulting  from the  increase  in our  income tax
contingency  reserve  related to our ongoing  income tax audits,  principally in
Germany,  and (v) a $1.1  million  benefit  resulting  from the  enactment  of a
reduction in Canadian income tax rates. Our income tax expense in the first nine
months of 2005  includes  (i) an income  tax  benefit of $12.5  million  for the
aggregate effect of favorable  developments with respect to income tax audits in
Belgium and Canada and (ii) a charge of $17.5 million for the unfavorable effect
related to the loss of certain of our German income tax  attributes.  See Note 7
to the Condensed  Consolidated Financial Statements for a tabular reconciliation
of our statutory tax expense to our actual tax expense.

Currency exchange

     We have substantial operations and assets located outside the United States
(primarily in Germany,  Belgium, Norway and Canada). The majority of our foreign
operations' sales are denominated in foreign  currencies,  principally the euro,
other major European  currencies and the Canadian dollar. A portion of our sales
generated  from our  foreign  operations  are  denominated  in the U.S.  dollar.
Certain raw materials used worldwide, primarily titanium-containing  feedstocks,
are  purchased  in U.S.  dollars,  while  labor and other  production  costs are
purchased  primarily in local  currencies.  Consequently,  the  translated  U.S.
dollar value of our 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 foreign  currency  exchange  rates had the  following
effects on our sales and income from operations in 2006 as compared to 2005.
<TABLE>

                                              Three months ended            Nine months ended
                                              September 30, 2006           September 30, 2006
                                                   vs. 2005                     vs. 2005
                                              ------------------           ------------------
                                                      Increase (decrease), in millions
                                              -----------------------------------------------
Impact on:
<S>                                                    <C>                          <C>
  Net sales                                            $  9                         $ (11)
  Income from operations                               $ (3)                        $ (18)
</TABLE>

Outlook

     We expect  income from  operations  for the fourth  quarter of 2006 will be
lower  than the fourth  quarter  of 2005 due  primarily  to  continued  downward
pricing pressures and increased energy costs and raw materials. Our expectations
as to the future of the TiO2 industry are based upon a number of factors  beyond
our 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 our expectations, our
results of operations could be unfavorably affected.

Other

     On September 22, 2005, the  chloride-process  TiO2 facility operated by our
50%-owned joint venture,  Louisiana Pigment Company ("LPC"),  temporarily halted
production  due to Hurricane  Rita.  Although  there was minimal storm damage to
core processing facilities,  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. LPC 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 we  believe  insurance  will cover our lost  profits
(subject  to  applicable  deductibles)  resulting  from our share of the loss of
production  at LPC.  Both we and LPC have filed  claims  with our  insurers.  We
currently expect to recover our losses through the insurer in the fourth quarter
of 2006 or early  2007,  although  we do not know the  amount  and timing of the
insurance  recovery yet.  Accordingly,  we have not accrued a receivable for the
amount of the insurance  claim and will not record the claim until  negotiations
with the insurer are finalized.  The effect on our financial results will depend
on the timing and amount of insurance recoveries.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated cash flows

Operating activities

     Trends in cash flows as a result of our operating activities (excluding the
impact of  significant  asset  dispositions  and relative  changes in assets and
liabilities) are generally similar to trends in our earnings.

     Our cash flows from  operating  activities  provided  $50.3  million in the
first nine months of 2006,  compared to $69.3 million provided in the first nine
months of 2005.  This  decrease  was due  primarily  to the net  effects  of the
following  items:

     o    Lower income from operations in 2006 of $37.0 million;
     o    Payment of the $20.9  million call premium as a result of the May 2006
          prepayment of our 8.875% Senior Secured Notes, which is required to be
          included in cash flows from operating activities; and
     o    Higher cash paid for income taxes in 2006 of $4.9 million, in part due
          to the  net  payment  of $4.3  million  in 2006  associated  with  the
          settlement of prior year income tax audits; offset by
     o    Lower cash paid for interest in 2006 of $5.5  million,  primarily as a
          result of the May 2006  redemption of our 8.875% Senior  Secured Notes
          (which paid interest  semiannually  in September and December) and the
          April 2006  issuance of our 6.5% Senior  Secured Notes (which will pay
          interest semiannually in April and October); and
     o    Lower  net  cash  used  from  relative  changes  in  our  inventories,
          receivables,  payables and accruals of $20.0 million in the first nine
          months of 2006 as  compared  to the  first  nine  months of 2005,  due
          primarily to relative  changes in our inventory  levels,  as discussed
          below.

     Changes in  working  capital  were  affected  by  accounts  receivable  and
inventory changes.  Our average days sales outstanding ("DSO") increased from 55
days at December 31, 2005 to 65 days at September  30, 2006 due to the timing of
collection on higher accounts receivable  balances at the end of September.  For
comparative  purposes,  our average DSO  increased  from 60 days at December 31,
2004 to 61 days at  September  30,  2005.  Our average  days sales in  inventory
("DSI") decreased from 102 days at December 31, 2005 to 87 days at September 30,
2006, as our record TiO2 sales volumes in the first nine months of 2006 exceeded
our record TiO2 production volumes during the period. For comparative  purposes,
our TiO2 production volumes were higher than our TiO2 sales volumes in the first
nine months of 2005,  and our average DSI increased to 105 days at September 30,
2005 from 97 days at December 31, 2004.

Investing activities

     Capital  expenditures  were  $20.9  million  and $26.8  million in the nine
months ended September 30, 2005 and 2006, respectively. Capital expenditures are
primarily for improvements and upgrades to existing facilities.

Financing activities

     In the second  quarter of 2006 we redeemed  our euro 375 million  principal
amount of 8.875% Senior Secured Notes ($470.5  million when redeemed) and issued
euro 400  million  principal  amount of 6.5%  Senior  Secured  Notes at  99.306%
($498.5 million when issued). See Note 6 to the Condensed Consolidated Financial
Statements.  During  the  nine  months  ended  September  30,  2006,  we had net
borrowings of $3.4 million under our U.S. credit facility and $4.5 million under
our Canadian credit facility.

     In each of the nine months  ended  September  30, 2005 and 2006,  we paid a
quarterly  dividend to stockholders of $.25 per share for an aggregate  dividend
$36.7 million in each nine-month period.

Outstanding debt obligations

     At September 30, 2006, our consolidated debt was comprised of:

     o    euro 400 million  principal  amount of our 6.5% Senior  Secured  Notes
          ($505.2 million at September 30, 2006) due in 2013;
     o    $14.9 million under our U.S.  revolving  credit facility which matures
          in September 2008;
     o    Cdn. 5 million ($4.5 million at September 30, 2006) under our Canadian
          revolving credit facility which matures in January 2009; and
     o    Approximately $4.6 million of other indebtedness.

     Certain of our credit agreements  contain  provisions which could result in
the acceleration of indebtedness  prior to its stated maturity for reasons other
than  defaults  for failure to comply with  applicable  covenants.  For example,
certain  credit  agreements  allow the lender to accelerate  the maturity of the
indebtedness  upon a change of  control  (as  defined in the  agreement)  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.  We are in compliance  with all of our
debt covenants at September 30, 2006.  See Note 6 to the Condensed  Consolidated
Financial Statements.

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

Future cash requirements

Liquidity

     Our  primary  source of  liquidity  on an ongoing  basis is cash flows from
operating activities. From time-to-time we 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.  We will also from  time-to-time  sell
assets  outside  the  ordinary  course of  business,  the  proceeds of which are
generally  used to (i) repay  existing  indebtedness,  (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.

     Pricing  within the TiO2  industry  is  cyclical,  and  changes in industry
economic  conditions  significantly  impact  earnings and operating  cash flows.
Changes in TiO2 pricing,  production  volumes and customer  demand,  among other
things, could significantly affect our liquidity.

     We  routinely  evaluate our  liquidity  requirements,  alternative  uses of
capital,  capital  needs and  availability  of resources in view of, among other
things,  our  dividend  policy,   our  debt  service  and  capital   expenditure
requirements  and estimated  future  operating  cash flows.  As a result of this
process,  we have in the past and may in the future  seek to reduce,  refinance,
repurchase or restructure  indebtedness,  raise additional  capital,  repurchase
shares of our common stock,  modify our dividend policy,  restructure  ownership
interests,  sell  interests  in our  subsidiaries  or  other  assets,  or take a
combination  of these steps or other steps to manage our  liquidity  and capital
resources.  Such  activities  have in the  past  and may in the  future  involve
related  companies.  In the normal course of our business,  we may  investigate,
evaluate,   discuss  and  engage  in  acquisition,   joint  venture,   strategic
relationship and other business combination  opportunities in the TiO2 industry.
In the event of any future  acquisition  or joint  venture  opportunity,  we may
consider  using  then-available  liquidity,  issuing  our equity  securities  or
incurring additional indebtedness.

     At September 30, 2006,  unused credit  available  under all of our existing
credit facilities was approximately $137 million. Based upon our expectation for
the TiO2 industry and anticipated  demands on cash resources,  we expect to have
sufficient  liquidity  to meet  our  future  obligations  including  operations,
capital  expenditures,  debt  service and  current  dividend  policy.  If actual
developments  differ from our  expectations,  our  liquidity  could be adversely
affected.

Capital expenditures

     We intend to spend  approximately  $45 million for major  improvements  and
upgrades to our existing facilities during 2006,  including the $26.8 million we
have spent though September 30, 2006.

Off-balance sheet financing

     We do not have any off-balance  sheet financing  agreements  other than the
operating leases discussed in our 2005 Annual Report.

Commitments and contingencies

         See Notes 7 and 11 to the Condensed Consolidated Financial Statements
for a description of certain income tax examinations currently underway and
legal proceedings.

Recent accounting pronouncements

     See Note 12 to the Condensed Consolidated Financial Statements.

Critical accounting policies

     For a discussion of our critical accounting policies, refer to Part I, Item
7 - "Management's  Discussion and Analysis of Financial Condition and Results of
Operations"  in our 2005  Annual  Report.  There  have  been no  changes  in our
critical accounting policies during the first nine months of 2006.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We are exposed to market risk,  including  foreign currency exchange rates,
interest rates and security prices.  For a discussion of such market risk items,
refer to Part I,  Item 7A. -  "Quantitative  and  Qualitative  Disclosure  About
Market Risk" in our 2005 Annual Report.  There have been no material  changes in
these market risks during the first nine months of 2006.

     We have 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 our assets and liabilities  related to our non-U.S.  operations,  and
therefore our  consolidated  net assets,  will  fluctuate  based upon changes in
currency exchange rates.

     We  periodically  use currency  forward  contracts to manage a very nominal
portion  of  foreign  exchange  rate  risk  associated  with  trade  receivables
denominated in a currency other than the holder's functional currency or similar
exchange rate risk  associated  with future sales.  We had no forward  contracts
outstanding at September 30, 2006. We have not entered into these  contracts for
trading or  speculative  purposes in the past,  nor do we  currently  anticipate
entering into such contracts for trading or speculative purposes in the future.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

     We  maintain  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
we are  required  to  disclose in the reports we file or submit to the SEC under
the  Act is  accumulated  and  communicated  to our  management,  including  our
principal  executive  officer and our 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,  our Chief
Executive  Officer,  and Gregory M. Swalwell,  our Vice  President,  Finance and
Chief  Financial  Officer,  have evaluated the design and  effectiveness  of our
disclosure  controls and  procedures as of September 30, 2006.  Based upon their
evaluation, these executive officers have concluded that our disclosure controls
and procedures are effective as of September 30, 2006.

Internal control over financial reporting

     We also  maintain  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, our principal
executive  and  principal  financial  officers,  or persons  performing  similar
functions,  and  effected  by our  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 our
          assets,
     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with GAAP, and that our receipts and  expenditures are being made only
          in accordance with authorizations of our management and directors, and
     o    Provide reasonable  assurance regarding prevention or timely detection
          of an unauthorized acquisition,  use or disposition of our assets that
          could have a material effect on our Condensed  Consolidated  Financial
          Statements.

     As permitted by the SEC, our 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 our financial
statement  schedules  required by Article 12 of  Regulation  S-X.  However,  our
assessment  of internal  control over  financial  reporting  with respect to our
equity  method  investees did include our controls over the recording of amounts
related  to our  investment  that are  recorded  in our  Condensed  Consolidated
Financial  statements,  including  controls  over the  selection  of  accounting
methods for our  investments,  the  recognition  of equity  method  earnings and
losses and the determination,  valuation and recording of our investment account
balances.

Changes in internal control over financial reporting

     There has been no change to our internal  control over financial  reporting
during the quarter ended September 30, 2006 that has materially affected,  or is
reasonably  likely to materially  affect,  the internal  control over  financial
reporting.

                           Part II. OTHER INFORMATION

Item 1. Legal Proceedings

     Refer to Note 11 of the Condensed  Consolidated Financial Statements and to
the 2005 Annual Report for descriptions of certain legal proceedings.

Item 1A. Risk Factors

     For a discussion of the risk factors  related to our  businesses,  refer to
Part I, Item 1A., "Risk Factors," in our 2005 Annual report.  There have been no
material changes to such risk factors during the nine months ended September 30,
2006.

Item 6. Exhibits

     31.1 - Certification

     31.2 - Certification

     32.1 - Certification



                                   SIGNATURES


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



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



Date   November 6, 2006                 By /s/ Gregory M. Swalwell
     ------------------                    ------------------------------
                                             Gregory M. Swalwell
                                              Vice President, Finance and Chief
                                               Financial Officer (Principal
                                               Financial Officer)


Date   November 6, 2006                 By /s/ Tim C. Hafer
     ------------------                    -----------------------------
                                             Tim C. Hafer
                                              Vice President and Controller
                                              (Principal Accounting Officer)