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 June 30, 2004             Commission file number 1-31763
                      -------------                                    -------




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




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


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



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




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


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


Number of shares of the Registrant's  common stock outstanding on July 30, 2004:
48,946,049.



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                          Page
                                                                         number

Part I.      FINANCIAL INFORMATION

  Item 1.    Financial Statements

             Consolidated Balance Sheets -
              December 31, 2003 and June 30, 2004                            3

             Consolidated Statements of Income -
              Three months and six months ended June 30, 2003 and 2004       5

             Consolidated Statements of Comprehensive Income -
              Six months ended June 30, 2003 and 2004                        6

             Consolidated Statement of Stockholders' Equity -
              Six months ended June 30, 2004                                 7

             Consolidated Statements of Cash Flows -
              Six months ended June 30, 2003 and 2004                        8

             Notes to Consolidated Financial Statements                     10

  Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                           17

  Item 4.    Controls and Procedures                                        26

Part II.     OTHER INFORMATION

  Item 1.    Legal Proceedings                                              28

  Item 4.    Submission of Matters to a Vote of Security Holders            28

  Item 6.    Exhibits and Reports on Form 8-K                               28




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>

               ASSETS                                              December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------

 Current assets:
<S>                                                                <C>                 <C>
   Cash and cash equivalents                                       $   55,876          $   88,434
   Restricted cash and cash equivalents                                 1,313               1,047
   Accounts and other receivables                                     156,212             200,845
   Refundable income taxes                                             35,336               1,332
   Receivable from affiliates                                           1,209                -
   Inventories                                                        266,020             209,816
   Prepaid expenses                                                     4,456               4,151
   Deferred income taxes                                                2,755               2,814
                                                                   ----------          ----------

       Total current assets                                           523,177             508,439
                                                                   ----------          ----------

 Other assets:
   Investment in TiO2 manufacturing joint venture                     129,011             120,711
   Deferred income taxes                                                 -                179,588
   Other                                                               28,040              29,517
                                                                   ----------          ----------

       Total other assets                                             157,051             329,816
                                                                   ----------          ----------

 Property and equipment:
   Land                                                                32,339              31,530
   Buildings                                                          179,472             174,946
   Equipment                                                          765,231             752,919
   Mining properties                                                   63,701              62,542
   Construction in progress                                             9,666              11,589
                                                                   ----------          ----------
                                                                    1,050,409           1,033,526
   Less accumulated depreciation and amortization                     615,442             620,355
                                                                   ----------          ----------

       Net property and equipment                                     434,967             413,171
                                                                   ----------          ----------

                                                                   $1,115,195          $1,251,426
                                                                   ==========          ==========
</TABLE>






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)

<TABLE>

    LIABILITIES AND STOCKHOLDERS' EQUITY                           December 31,          June 30,
                                                                      2003                 2004
                                                                   ------------        ------------

 Current liabilities:
<S>                                                                <C>                 <C>
   Current maturities of long-term debt                            $      288          $      148
   Accounts payable                                                    97,446              65,634
   Accrued liabilities                                                 69,218              74,844
   Payable to affiliates                                                8,919               9,266
   Income taxes                                                        12,354               6,809
   Deferred income taxes                                                3,436                -
                                                                   ----------          ----------

       Total current liabilities                                      191,661             156,701
                                                                   ----------          ----------

 Noncurrent liabilities:
   Long-term debt                                                     356,451             346,682
   Note payable to affiliate                                          200,000             200,000
   Accrued pension costs                                               68,161              66,227
   Accrued postretirement benefits costs                               11,176              10,677
   Deferred income taxes                                              113,143              50,730
   Other                                                               14,727              13,408
                                                                   ----------          ----------

       Total noncurrent liabilities                                   763,658             687,724
                                                                   ----------          ----------

 Minority interest                                                        525                 505
                                                                   ----------          ----------

 Stockholders' equity:
   Common stock                                                           489                 489
   Additional paid-in capital                                       1,060,157           1,060,247
   Retained deficit                                                  (729,260)           (476,442)
   Accumulated other comprehensive loss:
     Currency translation                                            (133,009)           (138,772)
     Pension liabilities                                              (39,026)            (39,026)
                                                                   ----------          ----------

       Total stockholders' equity                                     159,351             406,496
                                                                   ----------          ----------

                                                                   $1,115,195          $1,251,426
                                                                   ==========          ==========
Commitments and contingencies (Notes 9 and 12)
</TABLE>




          See accompanying notes to consolidated financial statements.








                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)


<TABLE>

                                                            Three months ended               Six months ended
                                                                  June 30,                       June 30,
                                                            ------------------             --------------------
                                                            2003          2004             2003            2004
                                                            ----          ----             ----            ----

<S>                                                      <C>           <C>              <C>             <C>
Net sales                                                $ 266,631     $ 295,789        $ 519,604       $ 559,056
Cost of sales                                              197,649       227,505          386,066         429,736
                                                         ---------     ---------        ---------       ---------

    Gross margin                                            68,982        68,284          133,538         129,320

Selling, general and administrative expense                 30,975        34,970           60,354          70,214
Other operating income (expense):
  Currency transaction gains (losses), net                  (2,743)          302           (3,841)            556
  Disposition of property and equipment                         17            21              (44)             (2)
  Other income                                                   9         6,266              112           6,280
  Corporate expense                                           (913)         (841)          (1,684)         (1,279)
                                                         ---------     ---------        ---------       ---------

    Income from operations                                  34,377        39,062           67,727          64,661

Other income (expense):
  Trade interest income                                        198           206              361             412
  Interest income from affiliates                              365          -                 723            -
  Other interest income                                         38           222               74             373
  Interest expense to affiliates                              (319)       (4,476)            (703)         (8,951)
  Interest expense                                          (8,367)       (8,594)         (16,350)        (17,809)
                                                         ---------     ---------        ---------       ---------

    Income before income taxes and minority interest        26,292        26,420           51,832          38,686

 Income tax benefit                                        (15,525)     (241,075)          (6,674)       (238,625)

Minority interest in after-tax earnings                         19            12               43              20
                                                         ---------     ---------        ---------       ---------

    Net income                                           $  41,798     $ 267,483        $  58,463       $ 277,291
                                                         =========     =========        =========       =========

Basic and diluted net income per share                   $     .85     $    5.47        $    1.19       $    5.67
                                                         =========     =========        =========       =========

Basic and diluted weighted-average shares used in
   the calculation of net income per share                  48,943        48,944           48,943          48,944
                                                         =========     =========        =========       =========

</TABLE>

          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                     Six months ended June 30, 2003 and 2004

                                 (In thousands)


<TABLE>

                                                                      2003             2004
                                                                      ----             ----

<S>                                                               <C>               <C>
Net income                                                        $  58,463         $ 277,291

Other comprehensive income (loss), net of tax - currency
   translation adjustment                                            12,712            (5,763)
                                                                  ---------         ---------

          Comprehensive income                                    $  71,175         $ 271,528
                                                                  =========         =========


</TABLE>

          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         Six months ended June 30, 2004

                                 (In thousands)

<TABLE>

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

<S>                               <C>          <C>             <C>              <C>               <C>                <C>
 Balance at December 31, 2003     $  489       $1,060,157      $(729,260)       $(133,009)        $(39,026)          $159,351

 Net income                         -                -           277,291             -                -               277,291

 Dividends                          -                -           (24,473)            -                -               (24,473)

 Issuance of common stock           -                  90           -                -                -                    90

 Other comprehensive loss           -               -               -              (5,763)            -                (5,763)
                                  ------       ----------      ---------        ---------         --------           --------

 Balance at June 30, 2004         $  489       $1,060,247      $(476,442)       $(138,772)        $(39,026)          $406,496
                                  ======       ==========      =========        =========         ========           ========
</TABLE>

          See accompanying notes to consolidated financial statements.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Six months ended June 30, 2003 and 2004

                                 (In thousands)

<TABLE>


                                                                       2003             2004
                                                                       ----             ----


 Cash flows from operating activities:
<S>                                                                 <C>              <C>
   Net income                                                       $ 58,463         $277,291
   Depreciation and amortization                                      19,287           21,806
   Noncash interest expense                                            1,102            1,222
   Deferred income taxes                                               5,852         (245,059)
   Minority interest                                                      43               20
   Net loss from disposition of property and equipment                    44                2
   Pension cost, net                                                  (1,410)             227
   Distributions from TiO2 manufacturing joint venture, net              800            8,300
   Other postretirement benefits, net                                   (555)            (427)
   Other, net                                                           -                 949
   Change in assets and liabilities:
     Accounts and other receivables                                  (36,570)         (48,004)
     Inventories                                                      25,301           51,362
     Prepaid expenses                                                  2,901              414
     Accounts payable and accrued liabilities                        (27,168)         (26,059)
     Income taxes                                                    (24,131)          28,016
     Accounts with affiliates                                          5,244            1,858
     Other, net                                                          128           (4,461)
                                                                    --------         --------

         Net cash provided by operating activities                    29,331           67,457
                                                                    --------         --------

 Cash flows from investing activities:
   Capital expenditures                                              (13,766)         (10,828)
   Change in restricted cash equivalents                              (1,005)             273
   Other, net                                                             47               84
                                                                    --------         --------

         Net cash used in investing activities                       (14,724)         (10,471)
                                                                    --------         --------

 Cash flows from financing activities:
   Indebtedness:
     Borrowings                                                       16,106           99,968
     Principal payments                                              (11,615)         (99,994)
     Loans to affiliates                                               8,000             -
     Repayment of loans from affiliates                              (52,600)            -
   Dividends paid                                                     (7,000)         (24,473)
   Other capital transactions with affiliates, net                    19,700             -
                                                                    --------         --------

         Net cash used in financing activities                       (27,409)         (24,499)
                                                                    --------         --------

</TABLE>








                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     Six months ended June 30, 2003 and 2004

                                 (In thousands)

<TABLE>

                                                                       2003             2004
                                                                       ----             ----


 Cash and cash equivalents - net change from:
<S>                                                                <C>               <C>
   Operating, investing and financing activities                   $ (12,802)        $ 32,487
   Currency translation                                                1,682               71
 Cash and cash equivalents at beginning of period                     40,685           55,876
                                                                    --------         --------

 Cash and cash equivalents at end of period                         $ 29,565         $ 88,434
                                                                    ========         ========


 Supplemental disclosures - cash paid (received) for:
     Interest, net of amounts capitalized                          $  17,048         $ 25,638
     Income taxes, net                                                 7,534          (22,208)

</TABLE>






          See accompanying notes to consolidated financial statements.



                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                Note 1 - Organization and basis of presentation:

     Kronos Worldwide,  Inc.  ("Kronos") (NYSE: KRO) is a 50.5% owned subsidiary
of NL  Industries,  Inc.  (NYSE:  NL) at June 30, 2004. NL conducts its titanium
dioxide pigments  ("TiO2")  operations  through Kronos. At June 30, 2004, Valhi,
Inc.  and a  wholly-owned  subsidiary  of Valhi held  approximately  83% of NL's
outstanding  common stock,  and Contran  Corporation and its  subsidiaries  held
approximately 90% of Valhi's  outstanding  common stock. At June 30, 2004, Valhi
and a  wholly-owned  subsidiary  of Valhi  held an  additional  43.6% of Kronos'
outstanding  common stock.  Substantially  all of Contran's  outstanding  voting
stock is held by trusts  established  for the  benefit of certain  children  and
grandchildren of Harold C. Simmons,  of which Mr. Simmons is sole trustee, or is
held by Mr. Simmons or persons or other  entities  related to Mr.  Simmons.  Mr.
Simmons, the Chairman of the Board of Valhi, Contran, NL and the Company, may be
deemed to control each of such companies.

     The  consolidated  balance  sheet of Kronos at  December  31, 2003 has been
condensed from the Company's audited  consolidated  financial statements at that
date.  The  consolidated  balance sheet at June 30, 2004,  and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim  periods ended June 30, 2003 and 2004, have been prepared by the
Company,  without audit,  in accordance  with  accounting  principles  generally
accepted in the United States of America ("GAAP"). In the opinion of management,
all adjustments,  consisting only of normal recurring adjustments,  necessary to
present fairly the consolidated  financial  position,  results of operations and
cash flows have been made.

     The  results of  operations  for the interim  periods  are not  necessarily
indicative  of the  operating  results for a full year or of future  operations.
Certain  information  normally  included  in  financial  statements  prepared in
accordance  with GAAP has been  condensed  or omitted,  and  certain  prior year
amounts have been reclassified to conform to the current year presentation.  The
accompanying  consolidated  financial  statements  should be read in conjunction
with the Company's  Annual  Report on Form 10-K for the year ended  December 31,
2003 (the "2003 Annual Report").

     The  Company  has  complied  with the  consolidation  requirements  of FASB
Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," as amended, as of March 31, 2004. See Note 13.

     The Company  has not issued any stock  options to  purchase  Kronos  common
stock. However, certain employees of the Company have been granted options by NL
to purchase NL common stock. As disclosed in the 2003 Annual Report, the Company
accounts for  stock-based  employee  compensation  in accordance with Accounting
Principles  Board  Opinion  ("APBO")  No. 25,  "Accounting  for Stock  Issued to
Employees," and its various interpretations.  Under APBO No. 25, no compensation
cost is generally recognized for fixed stock options in which the exercise price
is greater than or equal to the market  price on the grant date.  Prior to 2003,
the  Company  commenced  accounting  for its stock  options  using the  variable
accounting  method of APBO No. 25,  which  requires the  intrinsic  value of all
unexercised  stock options  (including  stock options with an exercise  price at
least  equal to the  market  price on the date of  grant)  to be  accrued  as an
expense,  with subsequent  increases  (decreases) in the Company's  market price
resulting in recognition of additional compensation expense (income).  Aggregate
compensation income related to NL stock options held by employees of the Company
was approximately $200,000 and nil in the second quarter and first six months of
2003,  respectively,   and  aggregate  compensation  expense  was  approximately
$200,000  and  $900,000  in the  second  quarter  and first six  months of 2004,
respectively.

     The following  table presents what the Company's  consolidated  net income,
and  related  per share  amounts,  would have been in the 2003 and 2004  periods
presented if the Company and its subsidiaries and affiliates had each elected to
account for their respective  stock-based employee compensation related to stock
options in accordance with the fair value-based  recognition  provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  for all awards  granted
subsequent to January 1, 1995.

<TABLE>

                                                            Three months ended               Six months ended
                                                                  June 30,                       June 30,
                                                            ------------------             --------------------
                                                            2003          2004             2003            2004
                                                            ----          ----             ----            ----
                                                                    (In millions, except per share amounts)

<S>                                                        <C>           <C>               <C>            <C>
Net income as reported                                     $41.8         $267.5            $58.5          $277.3

Adjustments,  net of  applicable  income tax  effects and
    minority    interest,    of   stock-based    employee
    compensation determined under:
     APBO No. 25                                             (.2)            .1               -               .6
     SFAS No. 123                                            (.1)            -               (.2)             -
                                                           -----         ------            -----          ------

Pro forma net income                                       $41.5         $267.6            $58.3          $277.9
                                                           =====         ======            =====          ======

Basic and diluted net income per share:
         As reported                                       $ .85         $ 5.47            $1.19          $ 5.67
         Pro forma                                           .85           5.47             1.19            5.68
</TABLE>


Note 2 - Accounts and other receivables:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                            (In thousands)

<S>                                                                  <C>                 <C>
 Trade receivables                                                   $147,029            $192,788
 Recoverable VAT and other receivables                                 12,103              10,906
 Allowance for doubtful accounts                                       (2,920)             (2,849)
                                                                     --------            --------

                                                                     $156,212            $200,845
                                                                     ========            ========
</TABLE>

Note 3 - Inventories:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

<S>                                                                  <C>                 <C>
Raw materials                                                        $ 61,959            $ 35,409
 Work in process                                                       19,855              17,078
 Finished products                                                    147,270             121,659
 Supplies                                                              36,936              35,670
                                                                     --------            --------

                                                                     $266,020            $209,816
                                                                     ========            ========

</TABLE>



Note 4 - Other noncurrent assets:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

<S>                                                                  <C>                 <C>
 Deferred financing costs, net                                       $ 10,417            $ 9,100
 Restricted marketable debt securities                                  2,586              2,548
 Unrecognized net pension obligations                                  13,747             13,426
 Other                                                                  1,290              4,443
                                                                     --------            --------

                                                                     $ 28,040            $ 29,517
                                                                     ========            ========
</TABLE>

Note 5 - Accrued liabilities:

<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

<S>                                                                  <C>                 <C>
 Employee benefits                                                   $ 31,732            $ 28,217
 Interest                                                                 207                 306
 Other                                                                 37,279              46,321
                                                                     --------            --------

                                                                     $ 69,218            $ 74,844
                                                                     ========            ========
</TABLE>


Note 6 - Long-term debt:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

 Kronos International, Inc. and subsidiaries:
<S>                                                                  <C>                 <C>
   Senior Secured Notes                                              $356,136            $346,446
   Other                                                                  603                 384
                                                                     --------            --------

                                                                      356,739             346,830
 Less current maturities                                                  288                 148
                                                                     --------            --------

                                                                     $356,451            $346,682
                                                                     ========            ========
</TABLE>

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

Note 7 - Other noncurrent liabilities:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

<S>                                                                  <C>                 <C>
 Employee benefits                                                   $  4,849            $  4,622
 Insurance                                                              1,673               1,047
 Other                                                                  8,205               7,739
                                                                     --------            --------

                                                                     $ 14,727            $ 13,408
                                                                     ========            ========
</TABLE>



Note 8 - Other income:
<TABLE>

                                                                      Six months ended
                                                                           June 30,
                                                                  ---------------------------
                                                                  2003                   2004
                                                                  ----                   ----
                                                                        (In thousands)

<S>                                                              <C>                  <C>
 Contract dispute settlement                                     $   -                $  6,289
 Other income (expense)                                               112                   (9)
                                                                 --------             --------

                                                                 $    112             $  6,280
                                                                 ========             ========
</TABLE>


     The contract dispute settlement relates to the Company's  settlement with a
customer. As part of the settlement, the customer agreed to make payments to the
Company through 2007 aggregating $7.3 million.  The $6.3 million gain recognized
represents  the present value of the future  payments to be paid by the customer
to the Company.

Note 9 - Income tax benefit:
<TABLE>

                                                                      Six months ended
                                                                           June 30,
                                                                  ---------------------------
                                                                  2003                   2004
                                                                  ----                   ----
                                                                         (In millions)

<S>                                                              <C>                   <C>
 Expected tax expense                                            $18.1                 $  13.5
 Change in deferred income tax valuation                                                (254.3)
   allowance, net                                                  (.1)
 Refund of prior year income taxes                               (24.6)                   (3.1)
 Incremental U.S. tax and rate differences on                                               -
   equity in earnings of non-tax group companies                    .1
 Non-U.S. tax rates                                                 -                       .1
 Other, net                                                        (.2)                    5.2
                                                                 -----                 -------

                                                                 $(6.7)                $(238.6)
                                                                 =====                 =======
</TABLE>

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

o    Kronos has received a preliminary  tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of  approximately  euro 6 million ($7 million at June 30, 2004).
     Kronos  has  filed  a  protest  to  this  assessment  and  believes  that a
     significant  portion of the  assessment is without  merit.  The Belgian tax
     authorities  have filed a lien on the fixed assets of Kronos'  Belgian TiO2
     operations  in  connection  with this  assessment.  In April  2003,  Kronos
     received a notification from the Belgian tax authorities of their intent to
     assess a tax  deficiency  related  to 1999  that,  including  interest,  is
     expected to be approximately euro 13 million ($16 million). Kronos believes
     the proposed  assessment is  substantially  without  merit,  and Kronos has
     filed a written  response.

o    The  Norwegian  tax  authorities  have  notified  Kronos of their intent to
     assess tax deficiencies of  approximately  kroner 12 million ($2 million at
     June 30, 2004)  relating to the years 1998 to 2000.  Kronos has objected to
     this proposed assessment.

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

     At December 31, 2003, Kronos had a significant amount of net operating loss
carryforwards for German corporate and trade tax purposes,  all of which have no
expiration date. These net operating loss carryforwards were generated by Kronos
International,  Inc.  ("KII")  principally  during  the  1990's  when  KII had a
significantly  higher  level  of  outstanding  indebtedness  than  is  currently
outstanding.  For financial reporting purposes, however, the benefit of such net
operating loss  carryforwards had not previously been recognized  because Kronos
did not believe they met the  "more-likely-than-not"  recognition criteria,  and
accordingly  Kronos  had  a  deferred  income  tax  asset  valuation   allowance
offsetting  the benefit of such net  operating  loss  carryforwards  and Kronos'
other tax attributes in Germany. Prior to the end of 2003, Kronos believed there
was significant  uncertainty regarding its ability to utilize such net operating
loss  carryforwards  under  German  tax law  and,  principally  because  of this
uncertainty,  Kronos  had  concluded  the  benefit  of the  net  operating  loss
carryforwards did not meet the  "more-likely-than-not"  criteria.  By the end of
2003,  and primarily as a result of a favorable  German court ruling in 2003 and
the  procedures  Kronos had completed  during 2003 with respect to the filing of
certain  amended German tax returns (as discussed  below),  Kronos had concluded
that the  significant  uncertainty  regarding  its  ability to utilize  such net
operating loss carryforwards under German tax law had been eliminated.  However,
at the end of 2003,  Kronos  believed  that it would  generate a taxable loss in
Germany  during 2004.  Such  expectation  was based  primarily upon then current
levels of prices for TiO2, and the fact that Kronos was  experiencing a downward
trend in its TiO2 selling prices and Kronos did not have any indication that the
downward trend would improve.  Accordingly,  Kronos continued to conclude at the
end of 2003 that the benefit of the German net operating loss  carryforwards did
not meet the "more-likely-than-not" criteria. The expectation for a taxable loss
in Germany continued through the end of the first quarter of 2004. By the end of
the second quarter of 2004, however,  Kronos' TiO2 selling prices had started to
increase,  and Kronos  believes  its selling  prices  will  continue to increase
during the second half of 2004 after Kronos and its major competitors  announced
an  additional   round  of  price  increases.   Consequently,   Kronos'  revised
projections  now  reflect  taxable  income for  Germany in 2004 as well as 2005.
Accordingly,  based on all available evidence, Kronos concluded that the benefit
of the net operating loss carryforwards and other German tax attributes now meet
the  "more-likely-than-not"   recognition  criteria,  and  Kronos  reversed  the
deferred income tax asset valuation  allowance related to Germany.  Accordingly,
in the first six months of 2004,  Kronos  recognized a $254.3 million income tax
benefit  related to the  reversal of such  deferred  income tax asset  valuation
allowance  attributable to Kronos' income tax attributes in Germany (principally
the net operating  loss  carryforwards).  Of such $254.3  million,  $8.7 million
relates   primarily  to  the  utilization  of  the  German  net  operating  loss
carryforwards  during  the first six  months of 2004,  the  benefit of which had
previously not met the  "more-likely-than-not"  recognition criteria, and $245.6
million  relates to the German  deferred  income tax asset  valuation  allowance
attributable to the remaining German net operating loss  carryforwards and other
tax  attributes  as of June 30, 2004,  the benefit of which Kronos has concluded
now meet the "more-likely-than-not"  recognition criteria. At June 30, 2004, the
net operating  loss  carryforwards  for German  corporate and trade tax purposes
aggregated the equivalent of $594 million and $255 million, respectively, all of
which have no expiration date.

     In the first quarter of 2003, KII was notified by the German Federal Fiscal
Court that the Court had ruled in KII's favor concerning a claim for refund suit
in which KII sought  refunds of prior taxes paid during the periods 1990 through
1997. KII and KII's German  operating  subsidiary  were required to file amended
tax returns with the German tax  authorities to receive  refunds for such years,
and all of such amended  returns were filed  during 2003.  Such amended  returns
reflected an aggregate  net refund of taxes and related  interest to KII and its
German  operating  subsidiary  of euro 26.9  million  ($32.1  million),  and the
Company  recognized  the benefit  for these net  refunds in its 2003  results of
operations.  During  the first six  months of 2004,  the  Company  recognized  a
benefit of euro 2.5 million ($3.1  million)  related to additional  net interest
which has accrued on the  outstanding  refund  amounts.  Assessments and refunds
will be  processed  by year as the  respective  returns are  reviewed by the tax
authorities.  Certain interest components may also be refunded  separately.  The
German tax  authorities  have  reviewed and  accepted  the amended  returns with
respect  to the 1990 and  1991  tax  years.  Through  June  2004,  KII's  German
operating  subsidiary  had  received  net  refunds of euro 24.5  million  ($28.4
million when  received).  KII believes it will receive the  remainder of the net
refunds  of taxes and  related  interest  for the  remaining  years  during  the
remainder of 2004. In addition to the refunds for the 1990 to 1997 periods,  the
court  ruling also  resulted in a refund of 1999 income  taxes and  interest for
which KII received euro 21.5 million  ($24.6  million) in 2003,  and the Company
recognized the benefit of this refund in the second quarter of 2003.

Note 10 - Employee benefit plans:

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

                                                            Three months ended               Six months ended
                                                                  June 30,                       June 30,
                                                            ------------------             --------------------
                                                            2003          2004             2003            2004
                                                            ----          ----             ----            ----
                                                                            (In thousands)

<S>                                                      <C>             <C>             <C>              <C>
 Service cost benefits                                   $ 1,279         $1,446          $ 2,518          $3,057
 Interest cost on projected benefit obligations            3,836          4,287            7,528           8,615
 Expected return on plan assets                           (3,713)        (3,788)          (7,855)         (7,620)
 Amortization of prior service cost                           88            140              175             281
 Amortization of net transition obligations                  197            163              384             323
 Recognized actuarial losses                                 312            746              619           1,488
                                                         -------        -------          -------         -------

                                                         $ 1,999        $ 2,994          $ 3,369         $ 6,144
                                                         =======        =======          =======         =======
</TABLE>

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

                                                            Three months ended               Six months ended
                                                                  June 30,                       June 30,
                                                            ------------------             --------------------
                                                            2003          2004             2003            2004
                                                            ----          ----             ----            ----
                                                                            (In thousands)

<S>                                                      <C>            <C>              <C>             <C>
 Service cost                                            $    38        $    56          $    73         $   113
 Interest cost                                               170            179              336             360
 Amortization of prior service credit                       (264)          (183)            (528)           (366)
 Recognized actuarial losses                                  22             39               42              78
                                                         -------        -------          -------         -------

                                                         $   (34)       $    91          $   (77)        $   185
                                                         =======        =======          =======         =======
</TABLE>

     The Medicare  Prescription Drug,  Improvement and Modernization Act of 2003
(the "Medicare 2003 Act") introduced a prescription  drug benefit under Medicare
(Medicare  Part D) as well as a federal  subsidy to sponsors  of retiree  health
care  benefit  plans  that  provide  a  benefit  that  is at  least  actuarially
equivalent to Medicare Part D. Detailed  regulations  necessary to implement the
Medicare 2003 Act have not been issued,  including  those that would specify the
manner in which actuarial equivalency would be determined, the evidence required
to  demonstrate  actuarial   equivalence  and  the  documentation   requirements
necessary to receive the subsidy.  Until such definitive regulations are issued,
the Company is unable to determine whether the prescription drug benefit offered
under its  postretirement  benefit plans is at least  actuarially  equivalent to
Medicare Part D. Accordingly,  the Company's accumulated  postretirement benefit
obligation  and net periodic  postretirement  benefit  cost, as reflected in the
accompanying consolidated financial statements, do not reflect any effect of the
federal  subsidy.  When such definitive  regulations are issued or at such other
time that the  Company  can  determine  whether the  prescription  drug  benefit
offered  under  its  postretirement   benefit  plans  is  at  least  actuarially
equivalent  to Medicare  Part D, the Company would account for the effect of the
federal subsidy,  if any,  prospectively  from that date, as permitted by and in
accordance with FASB Staff Position No. 106-2.

Note 11 - Accounts with affiliates:
<TABLE>

                                                                   December 31,          June 30,
                                                                       2003                2004
                                                                   ------------        ------------
                                                                           (In thousands)

 Current receivables from affiliates -
<S>                                                                  <C>                 <C>
   NL - income taxes                                                 $  1,209            $   -
                                                                     ========            ========

 Current payables to affiliates:
   NL                                                                $    359            $    117
   Income taxes payable to Valhi                                            -                 119
   Louisiana Pigment Company                                            8,560               9,030
                                                                     --------            --------

                                                                     $  8,919            $  9,266
                                                                     ========            ========

 Note payable to affiliate - NL                                      $200,000            $200,000
                                                                     ========            ========
</TABLE>

Note 12 - Commitments and contingencies:

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

Note 13 - Accounting principle newly adopted in 2004:

     The Company  complied with the  consolidation  requirements of FIN No. 46R,
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51,"
as amended, as of March 31, 2004. The Company does not have any involvement with
any variable interest entity (as that term is defined in FIN No. 46R) covered by
the scope of FIN No. 46R which had not  already  been  consolidated  under prior
applicable  GAAP,  and  therefore  the  impact to the  Company of  adopting  the
consolidation requirements of FIN No. 46R was not material.



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

RESULTS OF OPERATIONS:

Executive summary

     Relative  changes in the  Company's  TiO2 sales and income from  operations
during  the  second  quarter  and the  first  six  months  of 2003  and 2004 are
primarily  due to (i)  relative  changes in average TiO2  selling  prices,  (ii)
relative  changes in TiO2 sales  volumes and (iii)  relative  changes in foreign
currency  exchange rates.  Selling prices were generally  increasing  during the
first quarter of 2003,  were  generally  flat during the second quarter of 2003,
were generally  decreasing  during the third and fourth quarters of 2003 and the
first quarter of 2004 and were generally flat during the second quarter of 2004.

     The Company  reported  net income of $267.5  million,  or $5.47 per diluted
share, in the second quarter of 2004 compared to net income of $41.8 million, or
$.85 per diluted share,  in the second quarter of 2003. For the first six months
of 2004, the Company reported net income of $277.3 million, or $5.67 per diluted
share,  compared to net income of $58.5 million,  or $1.19 per diluted share, in
the first six months of 2003. The increase in the Company's diluted earnings per
share from the first quarter and first six months of 2003 to the same periods in
2004 is due primarily to the net effects of (i) significantly higher tax benefit
generated from the reversal of the Company's  German  deferred  income tax asset
valuation allowance, (ii) lower gross margins, (iii) higher selling, general and
administrative  expense,  (iv) income from a contract dispute settlement and (v)
higher interest  expense to affiliates.  Overall,  the Company  believes its net
income in 2004 will be higher  than 2003 as the  impact of the  reversal  of the
Company's deferred income tax asset valuation allowance is expected to more than
offset the effect of expected lower income from operations.

     The Company  believes the  analysis  presented  in the  following  table is
useful in understanding  the  comparability of its results of operations for the
periods  presented.  Each of these items are more fully  discussed  below in the
applicable  sections of this "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  - Results of  Operations"  or in the 2003
Annual Report.
<TABLE>

                                                                Net income - diluted earnings per share
                                                                ---------------------------------------
                                                            Three months ended               Six months ended
                                                                  June 30,                       June 30,
                                                            ------------------             --------------------
                                                            2003          2004             2003            2004
                                                            ----          ----             ----            ----

<S>                                    <C>                 <C>           <C>              <C>            <C>
 German valuation allowance adjustments(1)                 $  -          $ 5.02           $  -           $ 5.02
 Contract dispute settlement(2)                               -             .08              -              .08
 Refund of prior year
     German income taxes(3)                                  .50            -                .50            -
 Operations and other, net                                   .35            .37              .69            .57
                                                           -----         ------           ------         ------

                                                           $ .85         $ 5.47           $ 1.19         $ 5.67
                                                           =====         ======           ======         ======
_________________________
</TABLE>

1)   Reversal  of the  Company's  German  deferred  income  tax asset  valuation
     allowance as of June 30, 2004.
2)   Income from settlement of customer contract.
3)   Refund of prior year German income taxes received.

Forward-looking information

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

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

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

Net sales and income from operations
<TABLE>

                                                     Three months ended                     Six months ended
                                                          June 30,                              June 30,
                                             ----------------------------------   ------------------------------------
                                               2003        2004      % Change       2003         2004       % Change
                                               ----        ----      --------       ----         ----       --------
                                                          (In millions, except percentages and volumes)

<S>                                           <C>         <C>             <C>      <C>          <C>               <C>
    Net sales                                 $266.6      $295.8         +11%      $519.6       $559.1           +8%
    Cost of sales                              197.6       227.5         +15%       386.1        429.8          +11%
                                              ------      ------                   ------       ------

    Gross margin                                69.0        68.3          -1%       133.5        129.3           -3%

    Selling, general and administrative                    (35.0)                                (70.2)
        expense                                (31.0)                               (60.4)
    Currency transaction gains (losses),                      .3                                    .6
        net                                     (2.7)                                (3.8)
    Contract dispute settlement                   -          6.3                       -           6.3
    Other income                                  -           -                        .1           -
    Corporate expense                            (.9)        (.8)                    (1.7)        (1.3)
                                              ------      ------                   ------       ------

    Income from operations                    $ 34.4      $ 39.1         +14%      $ 67.7       $ 64.7           -4%
                                              ======      ======                   ======       ======

    TiO2 data:

      Percent change in average selling
          prices:
             Using actual foreign currency
                exchange rates                                            **%                                    +2%
             Impact of changes in foreign
                currency exchange rates                                   -5%                                    -7%
                                                                         ----                                   ----

             In billing currencies                                        -5%                                    -5%
                                                                         ====                                   ====

      Sales volumes*                            121         137                     240           255
      Production volumes*                       120         123                     237           240
________________________________
</TABLE>

  *   Thousands of metric tons
  **  Less than 1% decrease

     Kronos' sales  increased  $29.2 million (11%) in the second quarter of 2004
compared to the second  quarter of 2003 and increased  $39.5 million (8%) in the
first six months of 2004  compared to the same period in 2003,  as the favorable
effect of fluctuations in foreign currency exchange rates, which increased sales
by  approximately  $13 million  and $35  million,  respectively,  (as more fully
discussed  below) and increased  sales  volumes,  more than offset the impact of
lower average TiO2 selling  prices.  Excluding the effect of fluctuations in the
value of the U.S. dollar  relative to other  currencies,  the Company's  average
TiO2  selling  prices in billing  currencies  in each of the second  quarter and
first six months of 2004 were 5% lower than the comparable periods in 2003. When
translated  from billing  currencies  into U.S.  dollars  using  actual  foreign
currency  exchange  rates  prevailing  during the  respective  periods,  Kronos'
average TiO2 selling prices in the second quarter of 2004 were comparable to the
second  quarter of 2003 and 2% higher for the first six months of 2004  compared
to the first six  months of 2003.  Kronos'  TiO2  sales  volumes  in the  second
quarter  and  first  six  months  of 2004  increased  13% and 6%,  respectively,
compared to the same periods of 2003,  as higher  volumes in European and export
markets more than offset lower volumes in Canada.  Kronos' TiO2 sales volumes in
the first six months of 2004 were a new record for Kronos.

     The Company's  sales are denominated in various  currencies,  including the
U.S. dollar, the euro, other major European  currencies and the Canadian dollar.
The  disclosure of the percentage  change in the Company's  average TiO2 selling
prices in billing  currencies (which excludes the effects of fluctuations in the
value  of the  U.S.  dollar  relative  to  other  currencies)  is  considered  a
"non-GAAP" financial measure under regulations of the SEC. The disclosure of the
percentage  change in the  Company's  average TiO2  selling  prices using actual
foreign  currency  exchange rates  prevailing  during the respective  periods is
considered  the  most  directly   comparable   financial  measure  presented  in
accordance with accounting  principles  generally  accepted in the United States
("GAAP measure").  The Company discloses  percentage changes in its average TiO2
prices in billing  currencies  because  the  Company  believes  such  disclosure
provides  useful  information to investors to allow them to analyze such changes
without  the  impact of  changes in foreign  currency  exchange  rates,  thereby
facilitating  period-to-period  comparisons  of the relative  changes in average
selling prices in the actual various  billing  currencies.  Generally,  when the
U.S.  dollar  either  strengthens  or  weakens  against  other  currencies,  the
percentage change in average selling prices in billing currencies will be higher
or lower,  respectively,  than such  percentage  changes  would be using  actual
exchange rates prevailing during the respective periods.  The difference between
the less than 1% decrease and 2% increase in the Company's  average TiO2 selling
prices  during the second  quarter and first six months of 2004,  as compared to
the same periods in 2003 using actual foreign currency exchange rates prevailing
during the  respective  periods  (the GAAP  measure)  and the 5% decrease in the
Company's  average  TiO2  selling  price in  billing  currencies  (the  non-GAAP
measure)  during each of such periods is due to the effect of changes in foreign
currency  exchange rates. The above table presents (i) the percentage  change in
the Company's average TiO2 selling prices using actual foreign currency exchange
rates  prevailing  during the respective  periods (the GAAP  measure),  (ii) the
percentage  change in the  Company's  average  TiO2  selling  prices in  billing
currencies (the non-GAAP measure) and (iii) the percentage change due to changes
in foreign currency exchange rates (or the reconciling item between the non-GAAP
measure and the GAAP measure).

     The  Company's  cost of sales  increased  $29.9 million (15%) in the second
quarter of 2004  compared to the second  quarter of 2003,  and  increased  $43.7
million (11%) in the  year-to-date  period  largely due to the  increased  sales
volumes and the effects of translating  foreign currencies  (primarily the euro)
into U.S.  dollars.  As a result of the lower  average  TiO2  selling  prices in
billing  currencies,  the Company's cost of sales,  as a percentage of net sales
increased from 74% in each of the second quarter and first six months of 2003 to
77% in each of the second  quarter  and first six months of 2004.  Kronos'  TiO2
production  volumes in the second  quarter of 2004  increased 3% compared to the
second quarter of 2003,  and increased 1% in the first six months of 2004,  with
operating  rates near full capacity in those  periods.  Kronos' TiO2  production
volumes in the first six months of 2004 were also a new record for Kronos.

     Despite the  increase in net sales,  the  Company's  gross  margins for the
second quarter of 2004  decreased  $700,000 (1%) from the second quarter of 2003
and decreased $4.2 million (3%) from the first six months of 2003 as compared to
the first six months of 2004,  as the  unfavorable  effect of lower average TiO2
selling prices more than offset the favorable  effect on gross margin  resulting
from relative changes in foreign currency exchange rates.

     Reflecting  the impact of partial  implementation  of prior price  increase
announcements, Kronos' average TiO2 selling prices in the second quarter of 2004
were  generally  flat as compared to the first quarter of 2004.  Kronos has also
recently announced  additional price increases of 4 cents per pound in the U.S.,
Canadian 6 cents per pound in Canada and euro 120 per metric ton in Europe,  all
of which are targeted to be  implemented  later in 2004. The extent to which all
of such price  increase  announcements  will be realized  will depend on,  among
other things, economic factors.

     Selling,  general and administrative  expenses increased $4.0 million (13%)
and $9.8 million (16%), respectively, in the second quarter and first six months
of 2004 as compared to the  corresponding  periods in 2003.  These increases are
largely  attributable  to the  higher  sales  volumes  as well as the  impact of
translating foreign currencies (primarily the euro) into U.S. dollars.

     Kronos' income from  operations in the second quarter of 2004 also includes
$6.3 million of income related to the settlement of a certain  contract  dispute
with a customer. As part of the settlement, the customer agreed to make payments
to Kronos through 2007  aggregating  $7.3 million.  The $6.3 million  recognized
gain  represents  the  present  value of the future  payments  to be paid by the
customer to Kronos.

     The Company  has  substantial  operations  and assets  located  outside the
United  States  (particularly  in  Germany,   Belgium,  Norway  and  Canada).  A
significant amount of the Company's sales generated from its non-U.S. operations
are denominated in currencies  other than the U.S.  dollar,  primarily the euro,
other major European currencies and the Canadian dollar. In addition,  a portion
of the Company's sales generated from its non-U.S. operations are denominated in
the  U.S.   dollar.   Certain  raw  materials,   primarily   titanium-containing
feedstocks,  are  purchased in U.S.  dollars,  while labor and other  production
costs  are  denominated  primarily  in  local  currencies.   Consequently,   the
translated  U.S.  dollar  value of the  Company's  foreign  sales and  operating
results are subject to currency exchange rate  fluctuations  which may favorably
or  adversely  impact  reported  earnings  and may affect the  comparability  of
period-to-period  operating results.  Overall,  fluctuations in the value of the
U.S. dollar  relative to other  currencies,  primarily the euro,  increased TiO2
sales in the second quarter of 2004 by approximately $13 million compared to the
same period in 2003 and increased  TiO2 sales in the first six months of 2004 by
approximately  $35 million compared to the same period in 2003.  Fluctuations in
the value of the U.S. dollar relative to other currencies similarly impacted the
Company's  foreign   currency-denominated   operating  expenses.  The  Company's
operating  costs that are not  denominated in the U.S.  dollar,  when translated
into U.S.  dollars,  were  higher in the second  quarter and first six months of
2004  compared  to the second  quarter  and first six  months of 2003.  Overall,
currency exchange rate  fluctuations  resulted in net increases in the Company's
income from operations of  approximately $6 million and $8 million in the second
quarter  and first six months of 2004,  respectively,  as  compared  to the same
periods in 2003.



Outlook

     The Company expects its TiO2 sales and production  volumes in calendar 2004
will be higher for the full year 2004 as compared to 2003. The Company's average
TiO2  selling  price,  which  declined  during the second half of 2003 and first
quarter of 2004,  commenced to begin to rise during the second  quarter of 2004,
and should continue to rise during the remainder of the year. Nevertheless,  the
Company expects its average TiO2 selling prices, in billing currencies,  will be
lower in calendar  2004 as compared to 2003 and expects its gross margin in 2004
to be lower than 2003. The Company's  expectations as to the future prospects of
the Company and the TiO2 industry are based upon a number of factors  beyond its
control,  including  worldwide growth of gross domestic product,  competition in
the  marketplace,  unexpected or  earlier-than-expected  capacity  additions and
technological  advances.  If  actual  developments  differ  from  the  Company's
expectations, the Company's results of operations could be unfavorably affected.

Other income (expense)
<TABLE>

                                                     Three months ended                      Six months ended
                                                          June 30,                               June 30,
                                             ----------------------------------     -----------------------------------
                                               2003        2004     Difference       2003         2004      Difference
                                               ----        ----     ----------       ----         ----      ----------
                                                                           (In millions)

<S>                                           <C>         <C>         <C>           <C>          <C>          <C>
Trade interest income                         $   .2      $   .2      $  -          $   .4       $   .4      $   -
Interest income from affiliates                   .3          -         (.3)            .7           -          (.7)
Other interest income                             .1          .2         .1             .1           .4          .3
Interest expense to affiliates                   (.3)       (4.4)      (4.1)           (.7)        (9.0)       (8.3)
Other interest expense                          (8.3)       (8.6)       (.3)         (16.4)       (17.8)       (1.4)
                                              ------      ------      -----         ------       ------      ------

                                              $ (8.0)     $(12.6)     $(4.6)        $(15.9)      $(26.0)     $(10.1)
                                              ======      ======      =====         ======       ======      ======
</TABLE>

     Interest  expense to  affiliates  increased  $4.1  million  from the second
quarter of 2003 to $4.4  million in the second  quarter of 2004,  and  increased
$8.3  million in the first six  months of 2004 to $9.0  million in the first six
months of 2004,  due to the $200 million  long-term note payable to NL which the
Company  distributed  to NL in  December  2003.  Because  of this  distribution,
interest  expense to  affiliates is expected to continue to be higher during the
remainder of 2004 as compared to the same periods in 2003.

     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro,  including  KII's euro 285 million Senior Secured Notes.  Accordingly,
the reported amount of interest  expense will vary depending on relative changes
in foreign currency exchange rates. Other interest expense in the second quarter
and first six months of 2004 was $8.6 million and $17.8  million,  respectively,
increases of $300,000 and $1.4 million,  respectively,  from the second  quarter
and first six months of 2003.  The  increases  were due  primarily  to  relative
changes in foreign  currency  exchange  rates,  which  increased the U.S. dollar
equivalent of interest  expense on the KII Senior Secured Notes by approximately
$600,000 in the second  quarter and $1.7 million in the first six months of 2004
as  compared  to the second  quarter  and first six months of 2003.  Assuming no
significant  change in interest rates or foreign currency exchange rates,  other
interest  expense for the full-year 2004 is expected to be slightly  higher than
amounts for the same periods in 2003.

Provision for income taxes

     The principal  reasons for the difference  between the Company's  effective
income tax rates and the U.S.  federal  statutory income tax rates are explained
in Note 9 to the Consolidated Financial Statements.

     At June 30,  2004,  Kronos  had the  equivalent  of $594  million  and $255
million,  respectively, of net operating loss carryforwards for German corporate
and trade tax  purposes,  all of which have no  expiration  date.  As more fully
described  in  Note 9 to  the  Consolidated  Financial  Statements,  Kronos  had
previously  provided a deferred  income tax asset  valuation  allowance  against
substantially all of these tax loss carryforwards and other deductible temporary
differences   in  Germany   because   Kronos  did  not  believe   they  met  the
"more-likely-than-not"  recognition  criteria.  During  the first six  months of
2004,  Kronos  reduced its  deferred  income tax asset  valuation  allowance  by
approximately $8.7 million, primarily as a result of utilization of these German
net operating loss  carryforwards,  the benefit of which had not previously been
recognized.  At June 30, 2004, after considering all available evidence,  Kronos
concluded  that  these  German  tax  loss  carryforwards  and  other  deductible
temporary differences now meet the "more-likely-than-not"  recognition criteria.
Accordingly,  as of June 30, 2004,  Kronos reversed the remaining $245.6 million
valuation  allowance  related to such  items.  Because  the  benefit of such net
operating  loss  carryforwards  and other  deductible  temporary  differences in
Germany has now been recognized,  the Company's future effective income tax rate
will be higher than what it would have otherwise been,  although its future cash
income tax rate would not be affected.

     In  January  2004,  the  German  federal  government  enacted  new  tax law
amendments  that limit the annual  utilization of income tax loss  carryforwards
effective  January  1, 2004 to 60% of  taxable  income  after  the first  euro 1
million of taxable income. The new law will have a significant effect on Kronos'
cash tax  payments  in  Germany  going  forward,  the  extent  of which  will be
dependent on the level of income earned in Germany.

Recently adopted accounting principle

     See Note 13 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES:

Consolidated cash flows

     The  Company's  consolidated  cash  flows  from  operating,  investing  and
financing  activities  for the six  months  ended  June  30,  2003  and 2004 are
presented below:
<TABLE>

                                                                                Six months ended
                                                                                     June 30,
                                                                             -----------------------
                                                                             2003               2004
                                                                             ----               ----
                                                                                 (In millions)

 Net cash provided (used) by:
<S>                                                                        <C>                 <C>
   Operating activities                                                    $ 29.3              $ 67.5
   Investing activities                                                     (14.7)              (10.5)
   Financing activities                                                     (27.4)              (24.5)
                                                                           ------              ------

     Net cash provided (used) by operating, investing and financing
          activities                                                       $(12.8)             $ 32.5
                                                                           ======              ======
</TABLE>

Operating activities

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

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

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

     Cash flows from operating  activities increased from $29.3 million provided
in the first six months of 2003 to $67.5  million of cash  provided by operating
activities in the first six months of 2004. This $38.2 million  increase was due
primarily  to the net effects of (i) higher net income of $218.8  million,  (ii)
higher depreciation  expense of $2.5 million,  (iii) lower deferred income taxes
of $250.9 million,  (iv) higher net  distributions  from the TiO2  manufacturing
joint  venture of $8.3 million in the first half of 2004 compared to an $800,000
distribution  in the first half of 2003,  (v) a lower amount of net cash used in
relative  changes  in  the  Company's  inventories,  receivables,  payables  and
accruals and accounts with affiliates of $12.4 million in the first half of 2004
as compared to the first half of 2003 and (vi) lower cash paid for income  taxes
of $29.7 million. Relative changes in accounts receivable are affected by, among
other  things,  the  timing  of  sales  and  the  collection  of  the  resulting
receivables.  Relative  changes in inventories and accounts  payable and accrued
liabilities  are  affected by,  among other  things,  the timing of raw material
purchases and the payment for such purchases and the relative difference between
production volumes and sales volumes.

Investing and financing activities

     The Company's capital  expenditures were $13.8 million and $10.8 million in
the first six months of 2003 and 2004, respectively.

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

     In each of the  first and  second  quarters  of 2004,  the  Company  paid a
regular quarterly dividend to stockholders of $.25 per share,  aggregating $24.5
million.

     At June 30, 2004,  unused credit  available  under Kronos'  existing credit
facilities  approximated $150 million, which was comprised of: $95 million under
its European  revolving credit  facility,  $11 million under its Canadian credit
facility,  $40 million under its U.S. credit facility and $4 million under other
non-US  facilities.  At June  30,  2004,  KII  had  approximately  $220  million
available for payment of dividends and other restrictive  payments as defined in
the Senior Secured Notes indenture.

     Provisions  contained in certain of Kronos' credit  agreements could result
in the acceleration of the applicable  indebtedness prior to its stated maturity
for reasons other than  defaults  from failing to comply with typical  financial
covenants. For example, certain credit agreements allow the lender to accelerate
the  maturity of the  indebtedness  upon a change of control (as defined) of the
borrower.   In  addition,   certain  credit   agreements  could  result  in  the
acceleration of all or a portion of the indebtedness  following a sale of assets
outside the ordinary course of business.  Other than operating  leases discussed
in the  2003  Annual  Report,  neither  Kronos  nor any of its  subsidiaries  or
affiliates are parties to any off-balance sheet financing arrangements.

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

     At June 30, 2004, the Company and its subsidiaries had (i) current cash and
cash  equivalents  aggregating  $88.4  million  ($37.1  million held by non-U.S.
subsidiaries),  (ii) current  restricted  cash  equivalents  of $1.0 million and
(iii) noncurrent restricted marketable debt securities of $2.5 million.

     At June 30,  2004,  Kronos'  outstanding  debt was  comprised of (i) $346.4
million related to KII's Senior Secured Notes and (ii) approximately $400,000 of
other  indebtedness.  In  addition,  Kronos had a $200  million  long-term  note
payable to NL due in 2010.

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

     See Note 9 to the Consolidated  Financial Statements for certain income tax
examinations  currently  underway with respect to certain of Kronos'  income tax
returns in  various  U.S.  and  non-U.S.  jurisdictions,  and see Note 12 to the
Consolidated Financial Statements with respect to certain legal proceedings with
respect to Kronos.

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

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

Non-GAAP financial measures

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

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

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term "disclosure controls and procedures," as defined by regulations of the SEC,
means controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits to the
SEC under the  Securities  Exchange  Act of 1934,  as amended  (the  "Act"),  is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed by the Company in the reports that it files or submits
to the SEC  under  the Act is  accumulated  and  communicated  to the  Company's
management,   including  its  principal  executive  officer  and  its  principal
financial officer, as appropriate to allow timely decisions to be made regarding
required  disclosure.  Each of Harold C. Simmons,  the Company's Chief Executive
Officer,  and Gregory M.  Swalwell,  the Company's Vice  President,  Finance and
Chief Financial Officer,  have evaluated the Company's  disclosure  controls and
procedures as of June 30, 2004.  Based upon their  evaluation,  these  executive
officers have  concluded that the Company's  disclosure  controls and procedures
are effective as of the date of such evaluation.

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

o    Pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of the
     assets of the Company,
o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with GAAP, and
     that  receipts  and  expenditures  of the  Company  are being  made only in
     accordance with  authorizations of management and directors of the Company,
     and
o    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could  have a  material  effect  on the  Company's  consolidated  financial
     statements.

     There has been no change to the Company's system of internal  controls over
financial  reporting  during the quarter ended June 30, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.





                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

     Reference is made to Note 12 of the Consolidated Financial Statements,  the
2003  Annual  Report  and the  Company's  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 2004 for descriptions of certain legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company's 2004 Annual Meeting of Shareholders was held on May 20, 2004.
C.H.  Moore,  Jr.,  George E. Poston,  Glenn R. Simmons,  Harold C. Simmons,  R.
Gerald  Turner and Steven L. Watson were elected as  directors,  each  receiving
votes "For" their election from at least 97.7% of the 48.9 million common shares
eligible to vote at the Annual Meeting.

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

          The Company has retained a signed original of any exhibit listed below
          that  contains  signatures,  and the  Company  will  provide  any such
          exhibit to the SEC or its staff upon  request.  The Company  will also
          furnish,  without charge,  a copy of its Code of Business  Conduct and
          Ethics,  its Audit  Committee  Charter  and its  Corporate  Governance
          Guidelines,  each as approved by the Company's  board of directors and
          each  of  which  are  also  available  at  the  Company's  website  at
          www.kronosww.com,  upon request.  Such requests  should be directed to
          the  attention of the Company's  corporate  secretary at the Company's
          corporate  offices  located at 5430 LBJ Freeway,  Suite 1700,  Dallas,
          Texas 75240.

          31.1 - Certification

          31.2 - Certification

          32.1 - Certification

(b)       Reports on Form 8-K

          Reports on Form 8-K for the quarter ended June 30, 2004.

          May 6, 2004 - Reported Item 9.
          May 21, 2004 - Reported Item 9.




                                   SIGNATURES


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



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



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


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