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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q/A
 (Amendment
    No. 1)
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended March 31, 2008
  Commission file number 1-32669
  TRONOX INCORPORATED
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

20-2868245(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification Number)   One Leadership Square, Suite 300
 211 N. Robinson Ave, Oklahoma City, Oklahoma
    73102
 (Address of principal executive
    offices)
  Registrants telephone number, including area code:
 (405) 775-5000
   þ o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-Q/A Form 10-Q




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##### 



Tronox
    Incorporated
  Form 10-Q/A
  Table of
    Contents
  PagePART I  FINANCIAL
    INFORMATIONItem 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


1PART II  OTHER INFORMATIONItem 6.


Exhibits


8Signatures


9Certification Pursuant to Section 302Certification Pursuant to Section 302




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PART I 
    FINANCIAL INFORMATION  Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  Overview
  2
        General
    Factors Affecting the Results of Operations
      
    We, along with our 50% joint venture partner, a subsidiary of
    Exxaro Resources Limited, have given final approval for the
    expansion of the Tiwest titanium dioxide
    (TiO2)
    pigment plant in Kwinana, Western Australia, which was announced
    last year. The project, which will increase the plants
    current annual capacity from 110,000 tonnes per year to
    approximately 150,000 tonnes per year is expected to cost
    approximately A$100 million. Construction is expected to
    begin in 2008, subject to appropriate regulatory approvals, with
    the additional capacity expected to come on line in early 2010.
    The joint venture partners have signed an agreement under which
    Exxaro will provide ongoing funding for the expansion. Tronox
    has the option to contribute its share of the capital at its
    discretion throughout the project and until a date two 1




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years from commissioning, which will be taken into account when
    calculating its final interest in the expanded production.  
    We signed a definitive agreement with RTI International Metals,
    Inc. under which RTI will purchase titanium tetrachloride
    (TiCl4) from our Hamilton, Mississippi, titanium dioxide plant.
    The TiCl4 will be used in the manufacture of titanium sponge at
    a new plant that RTI will build adjacent to our Hamilton
    facility. We expect to generate annual operating profits from
    TiCl4 sales and incremental cost savings in the range of
    $12 million to $15 million once the plant reaches full
    production. RTI estimates the plant will come on line in 2010,
    ramping up production over the next several years.  Results
    of Operations
  Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007
    Three Months EndedMarch 31,2008


2007


$ Change(In millions)Net salesPigment

$
321.6


$
315.4


$
6.2Electrolytic and other chemical products


27.5



23.7



3.8Total

$
349.1


$
339.1


$
10.0   2 2
       2




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Three Months EndedMarch 31,2008


2007


$ Change(In millions)Operating profit (loss)Pigment

$
(3.0
)

$
7.3


$
(10.3
)Electrolytic and other chemical products


1.7



(0.6
)


2.3Subtotal


(1.3
)


6.7



(8.0
)Provision for environmental remediation and restoration






(0.2
)


0.2Gain on land sales


5.3







5.3Corporate and nonoperating sites


(0.8
)


(4.5
)


3.7Total operating profit


3.2



2.0



1.2Interest and debt expense


(12.3
)


(12.3
)


Other income, net


6.1



1.7



4.4Loss from continuing operations before income taxes

$
(3.0
)

$
(8.6
)

$
5.6   2 three-day
         3




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Liquidity
    and Capital Resources
  General
            Cash Flows from Operating Activities.
 4




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Cash Flows from Investing Activities.
        Cash Flows from Financing Activities.
  Credit Agreement.
   5




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2008
    Credit Agreement Covenant Amendment
    Consolidated


ConsolidatedTotal


InterestLeverage Ratio


Coverage RatioFiscal Quarter EndedMarch 31, 2008


4.45:1



1.00:1June 30, 2008


4.90:1



1.00:1September 30, 2008


4.90:1



0.80:1December 31, 2008


4.90:1



0.80:1March 31, 2009


4.50:1



1.25:1June 30, 2009


4.35:1



1.25:1September 30, 2009


3.90:1



1.75:1December 31, 2009


3.50:1



1.75:1     Risk Factors, Form 10-K 2
  and/or
   6




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Senior Unsecured Notes. 1 2
  Note Payable due July 2014.
  Receivables Securitization.
  Off-Balance
    Sheet Arrangements
    Outlook
     7




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Risk Factors, Form 10-K
  New
    Accounting Pronouncements
  Fair Value Measurements FIN No. FAS 157-2
   PART II 
    OTHER INFORMATION  Item 6.
    Exhibits  31
.1*

Certification Pursuant to 15 U.S.C. Section 7241, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification Pursuant to 15 U.S.C. Section 7241, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Each document marked with an
    asterisk is filed herewith. 8




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SIGNATURES      By:
    /s/  Thomas
    W. Adams   Title:
    Chief Executive Officer  By:
    /s/  Mary
    Mikkelson   Title:
    Senior Vice President and    By:
    /s/  David
    J. Klvac   Title:
    Vice President and Controller  9