**Exhibit
        31.2**
 **CERTIFICATION**
 
 I,
        Mary
        Mikkelson, certify that:
 
 1.
              I
                  have reviewed this quarterly report on Form 10-Q of Tronox
                  Incorporated;
  2.
              Based
                  on my knowledge, this report does not contain any untrue statement
                  of a
                  material fact or omit to state a material fact necessary to make
                  the
                  statements made, in light of the circumstances under which such
                  statements
                  were made, not misleading with respect to the period covered by
                  this
                  report;
  3.
              Based
                  on my knowledge, the financial statements, and other financial
                  information
                  included in this report, fairly present in all material respects
                  the
                  financial condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  report;
  4.
              The
                  registrant’s other certifying officer and I are responsible for
                  establishing and maintaining disclosure controls and procedures
                  (as
                  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                  control over financial reporting (as defined in Exchange Act Rules
                  13a-15(f) and 15d-15(f)) for the registrant and
                  have:
  (a) 
        designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;
  (b) 
        designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;
  (c)  
        evaluated the effectiveness of the registrant’s disclosure controls and
        procedures and presented in this report our conclusions about the effectiveness
        of the disclosure controls and procedures, as of the end of the period covered
        by this report based on our evaluation; and
  (d) 
        disclosed in this report any change in the registrant’s internal control over
        financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
        that occurred during the registrant’s most recent fiscal quarter that has
        materially affected, or is reasonably likely to materially affect, the
        registrant’s internal control over financial reporting; and
  5.
              The
                  registrant’s other certifying officer and I have disclosed, based on our
                  most recent evaluation of internal control over financial reporting,
                  to
                  the registrant’s auditors and the audit committee of the registrant’s
                  board of directors:
  (a) 
        all significant deficiencies and material weaknesses in the design or operation
        of internal control over financial reporting which are reasonably likely
        to
        adversely affect the registrant’s ability to record, process, summarize and
        report financial information; and
  (b) 
        any fraud, whether or not material, that involves management or other employees
        who have a significant role in the registrant’s internal control over financial
        reporting.
 
 
 /s/
        Mary
        Mikkelson
 _____________________________
 
 Mary
        Mikkelson
 Chief
        Financial Officer
 May
        15,
        2006