Exhibit 10.28

                                 PROMISSORY NOTE

euro 98,094,875.00               November 26, 2004                 Dallas, Texas

     FOR VALUE RECEIVED,  the undersigned,  Kronos  Worldwide,  Inc., a Delaware
corporation,   unconditionally   promises   to  pay  to  the   order  of  Kronos
International, Inc., a corporation duly organized under the laws of the state of
Delaware  in the  United  States of  America,  with its seat of  management  and
principal  place of business in Germany,  at its address  Peschstrasse  5, 51373
Leverkusen,  Germany and  offices in Dallas,  Texas at 5430 LBJ  Freeway,  Suite
1700,  Dallas,  Texas  75240-2697,  in lawful money of the European  Union,  the
principal sum of NINETY EIGHT MILLION NINETY FOUR THOUSAND EIGHT HUNDRED SEVENTY
FIVE and NO/100ths  EUROS (euro  98,094,875.00)  together with interest from the
date of this Note on the unpaid principal  balance from time to time pursuant to
the terms of this Note.  This Note shall be unsecured  and will bear interest on
the terms set forth in Section 4 below.  Capitalized terms not otherwise defined
shall have the meanings given to such terms in Section 14 of this Note.

     Section 1. Place of Payment.  All payments will be made at Payee's  address
at Peschstrasse 5, 51373 Leverkusen,  Germany,  or such other place as the Payee
may from time to time  designate in writing,  in  immediately  available  funds,
without setoff or counterclaim.

     Section 2. Payment.  The principal  balance of this Note and any unpaid and
accrued  interest  thereon shall be due and payable on the Maturity Date or upon
acceleration  as provided  herein.  Prior to the Maturity Date or  acceleration,
unpaid and accrued  interest on the outstanding  principal  balance of this Note
shall be due and  payable  quarterly  on March  31,  June 30,  September  30 and
December 31 of each year;  provided,  however,  that such day is a business day,
and if such day is not a business day, the quarterly  interest  payment shall be
due the next successive business day.

     Section 3.  Prepayment.  This Note may be prepaid in part or in full at any
time without penalty; provided,  however,  prepayments shall be first applied to
accrued and unpaid interest and then to principal.

     Section 4. Interest. The unpaid balance of this Note (exclusive of any past
due  principal)  shall bear  interest  at an annual rate of nine and one quarter
percent  (9.25%).  Ten business days after the Maturity Date or  acceleration as
provided in this Note,  all past due  principal and past due interest owed under
this Note will bear interest at an annual rate of twelve percent (12%).  Accrued
interest on the unpaid  principal of this Note shall be computed on the basis of
a 365 or 366-day year, as the case may be, for actual days elapsed. In no event,
however,  shall such  computation  result in an amount of accrued  interest that
would exceed accrued  interest on the unpaid  principal  balance during the same
period at the Maximum Rate.  Notwithstanding anything to the contrary, this Note
is expressly  limited so that in no  contingency or event  whatsoever  shall the
amount paid or agreed to be paid to the Payee exceed the Maximum Rate.  If, from
any circumstances whatsoever, the Payee shall ever receive as interest an amount
that would exceed the Maximum Rate, such amount received that would be in excess
of the Maximum Rate shall be applied to the  reduction  of the unpaid  principal
balance and not to the payment of interest,  and if the principal amount of this
Note is paid in full, any remaining  excess shall be paid to Maker,  and in such
event, the Payee shall not be subject to any penalties  provided by any laws for
contracting for, charging,  taking, reserving or receiving interest in excess of
the highest lawful rate permissible under applicable law.

     Section 5. Remedy.  Upon the occurrence and during the  continuation  of an
Event of Default,  Payee may, at its option, declare the entire unpaid principal
of this Note,  and all accrued  interest and other  amounts  payable  hereunder,
immediately due and payable without presentment, demand, protest or other notice
of any  kind,  all of which  are  expressly  waived  by  Maker,  and  upon  such
declaration, such amounts shall become and shall be immediately due and payable.
The Payee shall have all of the rights and remedies  provided in the  applicable
Uniform Commercial Code or in this Note or any other agreement between Maker and
in favor of the Payee,  as well as those  rights and  remedies  provided  by any
other  applicable law, rule or regulation.  All rights and remedies of the Payee
are cumulative and may be exercised singly or concurrently.  The exercise of any
right or remedy  will not be a waiver of any other  right or remedy.  Failure to
exercise any right or remedy upon the  occurrence  of an Event of Default  shall
not  constitute a waiver of the right to exercise  such right or remedy upon the
occurrence of a subsequent Event of Default.

     Section  6.  Right of  Offset.  The  Payee  shall  have the right of offset
against  amounts  that may be due by the  Payee  now or in the  future  to Maker
against amounts due under this Note.

     Section 7.  Record of  Outstanding  Principal.  The date and amount of each
repayment of principal outstanding under this Note shall be recorded by Payee in
its records.  The aggregate unpaid principal  balance so recorded by Payee shall
be the best evidence of the principal  balance owing and unpaid under this Note;
provided that the failure of Payee to so record any such balance or any error in
so  recording  any  such  balance  shall  not  limit  or  otherwise  affect  the
obligations of Maker under this Note to repay the principal balance  outstanding
and all accrued or accruing interest.

     Section 8. Waiver. Maker and each surety,  endorser,  guarantor,  and other
party now or  subsequently  liable for  payment of this  Note,  severally  waive
demand, presentment for payment, notice of dishonor, protest, notice of protest,
diligence in  collecting or bringing suit against any party liable on this Note,
and further agree to any and all extensions,  renewals,  modifications,  partial
payments,  substitutions of evidence of indebtedness,  and the taking or release
of any collateral with or without notice before or after demand by the Payee for
payment under this Note.

     Section 9. Costs and  Attorneys'  Fees. In the event the Payee incurs costs
in collecting on this Note, this Note is placed in the hands of any attorney for
collection,  suit is filed on this Note or if proceedings are had in bankruptcy,
receivership,  reorganization,  or other legal or judicial  proceedings  for the
collection, Maker and any guarantor jointly and severally agree to pay on demand
to the Payee all expenses and costs of  collection,  including,  but not limited
to,  attorneys' fees incurred in connection with any such  collection,  suit, or
proceeding, in addition to the principal and interest then due.

     Section 10. Time of Essence.  Time is of the essence with respect to all of
Maker's obligations and agreements under this Note.

     Section 11.  Applicable  Law,  Jurisdiction  and Venue.  This Note shall be
governed by and construed in  accordance  with the domestic laws of the state of
Delaware,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule  (whether of the state of Delaware or any other  jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
state of  Delaware.  Maker  consents  to  jurisdiction  and venue in the  courts
located in Dallas, Texas.

     Section  12.  Notice.  Any notice or demand  required by this Note shall be
deemed to have been given and  received on the earlier of (i) when the notice or
demand is actually  received by the  recipient or (ii) 72 hours after the notice
is deposited in the mail,  certified or registered,  with postage  prepaid,  and
addressed to the  recipient.  The address for giving notice or demand under this
Note (i) to the Payee  shall be the place of payment  specified  in Section 1 or
such  other  place as the Payee may  specify in writing to the Maker and (ii) to
the Maker shall be the address  below the Maker's  signature or such other place
as the Maker may specify in writing to the Payee.

     Section 13.  Successors  and Assigns.  All of the  covenants,  obligations,
promises  and  agreements  contained in this Note made by Maker shall be binding
upon its successors and assigns;  notwithstanding the foregoing, Maker shall not
assign this Note or its  performance  under this Note without the prior  written
consent of the Payee.

     Section 14.  Definitions.  For purposes of this Note,  the following  terms
shall have the following meanings:

(a)  "Event  of  Default"  shall  mean the  failure  by Maker to make when due a
     punctual  payment of principal  of, or interest on, this Note within thirty
     (30) days  following  the date  such  amount  becomes  due and  payable  in
     accordance with the terms of this Note.

(b)  "Maker" shall mean Kronos Worldwide, Inc., a corporation incorporated under
     the laws of the state of Delaware in the United States of America.

(c)  "Maturity Date" shall mean December 31, 2010.

(d)  "Maximum  Rate"  shall  mean the  highest  lawful  rate  permissible  under
     applicable law for the use, forbearance or detention of money.

(e)  "Note" shall mean this Promissory Note.

(f)  "Payee" shall mean Kronos International, Inc., or subsequent holder of this
     Note.

     EXECUTED effective November 26, 2004.

                                    MAKER:

                                    Kronos Worldwide, Inc.




                                   By:   /s/ John St. Wrba
                                         -----------------------------
                                         John St. Wrba
                                         Vice President & Treasurer

                                   Address:     Three Lincoln Centre
                                                5430 LBJ Freeway, Suite 1700
                                                Dallas, Texas   75240-2697