THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993.
                                                 As amended through July 1, 1997

                               Kronos Incorporated
                        1992 Employee Stock Purchase Plan


SECTION 1.        PURPOSE OF PLAN

                  The Kronos Incorporated 1992 Employee Stock Purchase Plan 
(the "Plan") is intended to provide a method by which eligible employees of 
Kronos Incorporated ("Kronos") and of such of Kronos' subsidiaries as Kronos' 
Board of Directors (the "Board of Directors") may from time to time designate 
(such subsidiaries, together with Kronos, being hereinafter referred to as the 
"Company") may use voluntary, systematic payroll deductions to purchase shares 
of the Common Stock of Kronos (the "Stock") and thereby acquire an interest in 
the future of the Company.  For purposes of the Plan, a "subsidiary" is any 
corporation in which Kronos owns, directly or indirectly, stock possessing 50% 
or more of the total combined voting power of all classes of stock.

SECTION 2.        OPTIONS TO PURCHASE STOCK

         Under the Plan, there is available an aggregate of not more than 
275,000(1) shares of Stock (subject to adjustment as provided in Section 15) for
sale pursuant to the exercise of options ("Options") granted under the Plan to 
employees of the Company ("Employees") who meet the eligibility requirements set
forth in Section 3 hereof ("Eligible Employees").  The Stock to be delivered
upon exercise of Options under the Plan may be either shares of authorized but 
unissued Stock or shares of reacquired Stock, as the Board of Directors may 
determine.

SECTION 3.        ELIGIBLE EMPLOYEES

         Except as otherwise provided below, each Employee whose customary 
employment for the Company is more than 20 hours per week and who has completed 
six months or more of continuous service in the employ of the Company will be 
eligible to participate in the Plan.

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         (a)      Any Employee who immediately after the grant of an option to 
him would (in accordance with the provisions of Sections 423 and 424(d) of the 
Internal Revenue Code of 1986, as amended (the "Code")) own stock possessing 5% 
or more of the total combined voting power or value of all classes of stock of 
the employer corporation or of its parent or subsidiary corporations, as defined
in Section 424 of the Code, will not be eligible to receive an option to 
purchase stock pursuant to the Plan.

         (b)      No Employee will be granted an option under the Plan which 
would permit his or her rights to purchase shares of stock under all employee 
stock purchase plans of the Company and parent and subsidiary corporations to 
accrue at a rate which exceeds $25,000 in fair market value of such stock 
(determined at the time the option is granted) for each calendar year during 
which any such Option granted to such Employee is outstanding at any time, as 
provided in Sections 423 and 424(d) of the Code.

SECTION 4.        METHOD OF PARTICIPATION

         Options may be granted hereunder during the "Option Periods" described 
below.  The initial Option Period shall be the three-month period commencing on 
October 1, 1992.  Subsequent Option Periods shall be the six month periods 
commencing on January 1 and July 1.  Each person who will be an Eligible 
Employee on the first day of an Option Period may elect to participate in the 
Plan by executing and delivering, at least 15 days prior to such day, a payroll 
deduction authorization in accordance with Section 5.  Such Employee will 
thereby become a participant ("Participant") on the first day of such Option 
Period and will remain a Participant until his or her participation is 
terminated as provided in the Plan.

SECTION 5.        PAYROLL DEDUCTION

         The payroll deduction authorization will request withholding at a rate 
(in whole percentages) of not less than 2% nor more than 10% of the 
Participant's Compensation paid in the Option Period in accordance with the 
Company's normal payroll practices. In no event shall more than $1,500 be 
withheld with respect to any Participant for the initial Option Period, and in 
no event shall more than $12,500 be withheld with respect to any participant for
subsequent Option Periods.  For purposes of the Plan, "Compensation" will mean 
all compensation paid to the participant by the Company and currently includible
in his or her income, including bonuses, commissions and other amounts 
includible in the definition of compensation provided in the Treasury 

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Regulations promulgated under Section 415 of the Code, plus any amount that 
would be so included but for an election under section 401(k) or 125 of the 
Code, but not including payments under stock option plans and other employee 
benefit plans or any other amounts excluded from the definition of compensation 
provided in the Treasury Regulations under Section 415 of the Code.  A 
Participant may increase or reduce the withholding rate of his or her payroll 
deduction authorization for a future Option Period by written notice delivered 
to the Company at least 15 days prior to the first day of the Option Period as
to which the change is to be effective.  All amounts withheld in accordance with
a Participant's payroll deduction authorization will be credited to a 
withholding account for such Participant.

SECTION 6.        GRANT OF OPTIONS

         Each person who is a Participant on the first day of an Option Period 
will as of such day be granted an Option for such Period.  Such Option will be 
for the number of whole shares (not in excess of the share maximum as 
hereinafter defined) of Stock to be determined by dividing (i) the balance in 
the Participant's withholding account on the last day of the Option Period, by 
(ii) the purchase price per share of the Stock determined under Section 7.  For 
purposes of the preceding sentence, the share maximum with respect to any Option
for any Option Period shall be the largest number of shares which, when 
multiplied by the fair market value of a share of Stock at the beginning of the 
Option Period, produces a dollar amount of $12,500 or less.  The number of 
shares of Stock receivable by each Participant upon exercise of his or her 
Option for an Option Period will be reduced, on a substantially proportionate 
basis, in the event that the number of shares then available under the Plan is 
otherwise insufficient.

SECTION 7.        PURCHASE PRICE

         The purchase price of Stock issued pursuant to the exercise of an 
Option will be 85% of the fair market value of the Stock at (a) the time of
grant of the Option or (b) the time at which the Option is deemed exercised, 
whichever is less.  Fair market value on any given day will mean the Closing 
Price of the Stock on such day or, if there was no Closing Price on such day, 
the latest day prior thereto on which there was a Closing Price.  The 
"Closing Price" of the Stock on any business day will be the last sale price
as reported on the principal market on which the Stock is traded or, if no last 
sale is reported, then the fair market value of the Stock as determined by the 
Board of Directors.  A good faith determination by the Board of Directors as to 

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fair market value shall be final and binding.

SECTION 8.        EXERCISE OF OPTIONS

         Each Employee who is a Participant in the Plan on the last day of an 
Option Period will be deemed to have exercised on the last day of the Option 
Period the Option granted to him or her for that Option Period.  Upon such 
exercise, the balance of the Participant's withholding account will be applied 
to the purchase of the number of whole shares of Stock determined under 
Section 6 and as soon as practicable thereafter certificates for said shares 
will be issued and delivered to the Participant.  In the event that the balance 
of the Participant's withholding account following an Option Period is in excess
of the total purchase price of the shares so issued, the balance of the account 
shall be returned to the Participant; provided, however, that if the balance 
left in the account consists solely of an amount equal to the value of a 
fractional share it will be retained in the withholding account and carried over
to the next Option Period.  The entire balance of the Participant's withholding 
account following the final Option Period shall be returned to the Participant. 
No fractional shares will be issued hereunder.

         Notwithstanding anything herein to the contrary, Kronos' obligation to 
issue and deliver shares of Stock under the Plan is subject to the approval 
required of any governmental authority in connection with the authorization,
issuance, sale or transfer of said shares, to any requirements of any national 
securities exchange applicable thereto, and to compliance by the Company with 
other applicable legal requirements in effect from time to time, including 
without limitation any applicable tax withholding requirements.

SECTION 9.        INTEREST

         No interest will be payable on withholding accounts.

SECTION 10.       CANCELLATION AND WITHDRAWAL

         A Participant who holds an Option under the Plan may at any time prior 
to exercise thereof under Section 8 cancel such Option as to all 
(but not less than all) the Shares subject or to be subject to such Option by 
written notice delivered to the Company.  Upon such cancellation, the balance in
his or her withholding account will be returned to him.

         A Participant may terminate his or her payroll deduction authorization 
as of any date by written notice delivered to the Company and will thereby cease

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to be a Participant as of such date.  Any Participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an 
Option Period will be deemed to have cancelled his or her Option.

         Any Participant who cancels an Option or terminates his or her payroll 
deduction authorization may at any time thereafter again become a Participant in
accordance with Section 4.

SECTION 11.       TERMINATION OF EMPLOYMENT

         Subject to Section 12, upon the termination of a Participant's service 
with the Company for any reason, he or she will cease to be a Participant, and 
any Option held by such Participant under the Plan will be deemed cancelled, the
balance of his or her withholding account will be returned to him or her, and he
or she will have no further rights under the Plan.

SECTION 12.       DEATH OF PARTICIPANT

         A Participant may file a written designation of beneficiary specifying 
who is to receive any Stock and/or cash credited to the Participant under the 
Plan in the event of the Participant's death, which designation will also 
provide for the election by the Participant of either (i) cancellation of the 
Participant's Option upon his or her death, as provided in Section 10 or (ii)
application as of the last day of the Option Period of the balance of the 
deceased Participant's withholding account at the time of death to the exercise 
of his or her Option, pursuant to Section 8 of the Plan.  In the absence of a 
valid election otherwise, the death of a Participant will be deemed to effect a 
cancellation of his or her Option.  A designation of beneficiary and
election may be changed by the Participant at any time, by written notice.  In 
the event of the death of a Participant and receipt by Kronos of proof of the 
identity and existence at the Participant's death of a beneficiary validly 
designated by him or her under the Plan, Kronos will deliver to such beneficiary
such Stock and/or cash to which the beneficiary is entitled under the Plan.  In 
the event of the death of a Participant and in the absence of a beneficiary 
validly designated under the Plan who is living at the time of such 
Participant's death, Kronos will deliver such Stock and/or cash to the executor 
or administrator of the estate of the Participant, if Kronos is able to identify
such executor or administrator.  If Kronos is unable to identify such 
administrator or executor, Kronos, in its discretion, may deliver such stock 
and/or cash to the spouse or to any one or more dependents of a Participant as 
Kronos may determine.  No beneficiary will, prior to the death of the 
Participant by whom he has been designated, acquire any interest in any Stock or
cash credited to the Participant under the Plan.
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SECTION 13.       PARTICIPANT'S RIGHTS NOT TRANSFERABLE

         All Participants will have the same rights and privileges under the 
Plan.  Each Participant's rights and privileges under any Option may be 
exercisable during his or her lifetime only by him or her, and may not be sold, 
pledged, assigned, or transferred in any manner.  In the event any Participant 
violates the terms of this Section, any Option held by him or her may be 
terminated by the Company and upon return to the Participant of the balance of 
his or her withholding account, all his or her rights under the Plan will 
terminate.

SECTION 14.       EMPLOYMENT RIGHTS

         Nothing contained in the provisions of the Plan will be construed to 
give to any Employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any time.

SECTION 15.       CHANGE IN CAPITALIZATION

         In the event of any change in the outstanding Stock of Kronos by reason
of a stock dividend, split-up, recapitalization, merger, consolidation, 
reorganization, or other capital change, after the effective date of this Plan, 
the aggregate number of shares available under the Plan, the number of shares 
under Options granted but not exercised, and the Option price will be 
appropriately adjusted.

SECTION 16.       ADMINISTRATION OF PLAN

         The Plan will be administered by the Board of Directors, which will 
have the right to determine any questions which may arise regarding the 
interpretation and application of the provisions of the Plan and to make, 
administer, and interpret such rules and regulations as it will deem necessary 
or advisable.  The Board of Director's determinations hereunder shall be final 
and binding.

SECTION 17.       AMENDMENT AND TERMINATION OF PLAN

         Kronos reserves the right at any time or times to amend the Plan to any
extent and in any manner it may deem advisable by vote of the Board of 
Directors; provided, however, that any amendment relating to the aggregate 
number of shares which may be issued under the Plan (other than an adjustment 
provided for in Section 15) or to the Employees (or class of Employees) eligible
to receive Options under the Plan will have no force or effect unless it is 
approved by the shareholders within twelve months before or after its adoption.
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         The Plan shall terminate automatically following the end of the first 
Option Period beginning in 2002; provided, however, that the Board of Directors 
in its discretion may extend the Plan for one or more Option Periods.  The Plan 
may be earlier suspended or terminated by the Board of Directors, but no such 
suspension or termination will adversely affect the rights and privileges of
holders of outstanding Options.  The Plan will terminate in any case when all 
or substantially all the Stock reserved for the purposes of the Plan has been 
purchased.

SECTION 18.       APPROVAL OF SHAREHOLDERS

         The Plan is subject to the approval of the shareholders of Kronos, 
which approval must be secured within twelve months before or after the date the
Plan is adopted by the Board of Directors, and any Option granted hereunder 
prior to such approval is conditioned on such approval being obtained prior to 
the exercise thereof.



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(1)The 275,000 share total gives effect to the May 15, 1992 stock dividend.