SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

(X)     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
              SECURITIES  EXCHANGE  ACT  OF  1934

                  For the quarterly period ended June 28, 1997

                                       OR

(   )   TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
              SECURITIES  EXCHANGE  ACT  OF  1934

For the transition period from                        to
                                -------------------         --------------------
Commission file number                           0-20109
                                ------------------------------------------------
                               Kronos Incorporated
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Massachusetts                                   04-2640942
----------------------------------------      ----------------------------------
        (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                    Identification No.)

     400 Fifth Avenue,  Waltham,  MA                             02154
--------------------------------------------------------------------------------
 (Address of principal executive offices)                    (Zip Code)

                                 (617) 890-3232
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     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  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                      Yes    X                        No
                         ---------                      ---------

         As of June 30, 1997, 8,238,118 shares of the registrant's Common Stock,
     $.01 par value, were outstanding.



<PAGE>


                               KRONOS INCORPORATED

                                      INDEX



PART I. FINANCIAL INFORMATION                                               Page

Item 1. Condensed Consolidated Financial Statements (Unaudited)

        Condensed Consolidated Statements of Income for the Three
            Months and Nine Months Ended June 28, 1997 and June 29, 1996       1

        Condensed Consolidated Balance Sheets at June 28, 1997
            and September 30, 1996                                             2

        Condensed Consolidated Statements of Cash Flows for the Nine
            Months Ended June 28, 1997 and June 29, 1996                       3

        Notes to Condensed Consolidated Financial Statements                   4

Item 2. Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                              6

PART II.OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Signatures

Exhibit Index

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                                                     KRONOS INCORPORATED
                                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                      (In thousands, except share and per share amounts)
                                                          UNAUDITED

                                                               Three Months Ended            Nine Months Ended
                                                           -------------------------    --------------------------
                                                             June 28,      June 29,       June 28,       June 29,
                                                               1997          1996           1997           1996
                                                           -----------   -----------    -----------    -----------
<S>                                                        <C>           <C>            <C>            <C>        
Net revenues:
     Product ...........................................   $    29,106   $    25,018    $    80,945    $    70,792
     Service ...........................................        14,193        11,232         38,867         30,027
                                                           -----------   -----------    -----------    -----------
                                                                43,299        36,250        119,812        100,819
Cost of sales:
     Product ...........................................         7,964         6,595         21,420         18,897
     Service ...........................................         9,080         7,229         25,532         20,566
                                                           -----------   -----------    -----------    -----------
                                                                17,044        13,824         46,952         39,463
                                                           -----------   -----------    -----------    -----------
          Gross profit .................................        26,255        22,426         72,860         61,356
Expenses:
     Sales and marketing ...............................        15,450        11,896         42,709         33,133
     Engineering, research and development .............         3,790         3,197         11,581          8,699
     General and administrative ........................         2,905         2,572          8,158          7,330
     Other (income) expense, net .......................            10           (28)          (102)            85
                                                           -----------   -----------    -----------    -----------
                                                                22,155        17,637         62,346         49,247
                                                           -----------   -----------    -----------    -----------
          Income before income taxes ...................         4,100         4,789         10,514         12,109
Provision for income taxes .............................         1,567         1,835          4,016          4,639
                                                           -----------   -----------    -----------    -----------
          Net income ...................................   $     2,533   $     2,954    $     6,498    $     7,470
                                                           ===========   ===========    ===========    ===========


Net income per common share:
     Primary and fully diluted .........................   $      0.30   $      0.35    $      0.77    $      0.90

Average common and common equivalent shares outstanding:
          Primary ......................................     8,400,771     8,351,419      8,403,917      8,317,527
                                                           ===========   ===========    ===========    ===========
          Fully diluted ................................     8,400,787     8,380,359      8,412,587      8,332,036
                                                           ===========   ===========    ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       1
<PAGE>

<TABLE>
<CAPTION>


                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (In thousands, except share and per share amounts)
                                                         UNAUDITED

                                                                                June 28,  September 30,
                                                                                  1997         1996
                                                                               ---------    ---------

                                         ASSETS
<S>                                                                            <C>          <C>      
Current assets:
   Cash and equivalents ....................................................   $  15,235    $  10,795
   Marketable securities ...................................................      20,025       21,995
   Accounts receivable, less allowances for doubtful accounts of $944
      at June 28, 1997 and $987 at September 30, 1996 ......................      32,585       30,622
   Inventories .............................................................       5,366        4,149
   Deferred income taxes ...................................................       3,025        3,025
   Other current assets ....................................................       5,812        3,765
                                                                               ---------    ---------
          Total current assets .............................................      82,048       74,351
Equipment, net .............................................................      17,643       14,738
Excess of cost over net assets of businesses acquired ......................       7,985        7,221
Other assets ...............................................................      10,887        8,556
                                                                               ---------    ---------
          Total assets .....................................................   $ 118,563    $ 104,866
                                                                               =========    =========

                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses ...................................   $  14,291    $  11,894
   Accrued compensation ....................................................       9,028        8,445
   Federal and state income taxes payable ..................................       1,447        1,367
   Unearned service revenue ................................................      19,636       16,388
                                                                               ---------    ---------
          Total current liabilities ........................................      44,402       38,094
Deferred income taxes ......................................................       2,236        2,236
Unearned service revenue ...................................................       2,865        2,802
Other liabilities ..........................................................         548          636
Shareholders' equity:
   Preferred Stock, par value $1.00 per share:  authorized 1,000,000 shares,
      no shares issued and outstanding
   Common Stock, par value $.01 per share:  authorized 12,000,000 shares,
    8,215,181 shares and 8,124,133 shares issued at June 28, 1997 and
      September 30, 1996, respectively .....................................          82           81
   Additional paid-in capital ..............................................      28,435       27,512
   Retained earnings .......................................................      40,272       33,773
   Equity adjustment from translation ......................................        (277)        (251)
   Cost of Treasury Stock  (0 shares and 583
      shares at June 28, 1997 and September 30, 1996, respectively) ........         --           (17)
                                                                               ---------    ---------
          Total shareholders' equity .......................................      68,512       61,098
                                                                               ---------    ---------
          Total liabilities and shareholders' equity .......................   $ 118,563    $ 104,866
                                                                               =========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>



<TABLE>
<CAPTION>

                                      KRONOS INCORPORATED
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (In thousands)
                                            UNAUDITED

                                                                                 Nine Months Ended
                                                                               --------------------
                                                                               June 28,    June 29,
                                                                                 1997        1996
                                                                               --------    --------

<S>                                                                            <C>         <C>     
Operating activities:
     Net income ............................................................   $  6,498    $  7,470
     Adjustments to reconcile net income to net cash and equivalents
        provided by operating activities:
             Depreciation ..................................................      4,636       3,392
             Amortization of deferred software development costs and
                excess of cost over net assets of businesses acquired ......      3,401       2,400
             Changes in certain operating assets and liabilities:
                Accounts receivable, net ...................................     (1,942)      1,752
                Inventories ................................................     (1,210)       (265)
                Unearned service revenue ...................................      3,332       3,720
                Accounts payable, accrued compensation
                   and other liabilities ...................................      2,821       4,189
                Net investment in sales-type leases ........................     (2,991)     (2,806)
             Other .........................................................       (381)       (795)
                                                                               --------    --------
                   Net cash and equivalents provided by operating activities     14,164      19,057

Investing activities:
     Purchase of equipment .................................................     (7,534)     (7,220)
     Capitalization of software development costs ..........................     (3,877)     (2,703)
     (Increase) decrease in marketable securities ..........................      1,970     (12,793)
     Acquisitions of businsesses ...........................................     (1,276)       (727)
     Other .................................................................         (7)       (217)
                                                                               --------    --------
                   Net cash and equivalents used in investing activities ...    (10,724)    (23,660)

Financing activities:
     Net proceeds from exercise of stock option and employee stock
        purchase plans .....................................................        996       1,027
     Other .................................................................         --         (22)
                                                                               --------    --------
                   Net cash and equivalents provided by financing activities        996       1,005

Effect of exchange rate changes on cash and equivalents ....................          4         (24)
                                                                               --------    --------
Increase (decrease) in cash and equivalents ................................      4,440      (3,622)
Cash and equivalents at the beginning of the period ........................     10,795      14,727
                                                                               --------    --------
Cash and equivalents at the end of the period ..............................   $ 15,235    $ 11,105
                                                                               ========    ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>


                               KRONOS INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE A - General

The accompanying  unaudited condensed  consolidated financial statements include
all  adjustments,  consisting  of normal  recurring  accruals,  that  management
considers  necessary for a fair presentation of the Company's financial position
and results of operations as of and for the interim periods  presented  pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
the  disclosures  in  these  financial  statements  are  adequate  to  make  the
information  presented not misleading.  These condensed  consolidated  financial
statements  should be read in conjunction with the Company's  audited  financial
statements  for the  fiscal  year  ended  September  30,  1996.  The  results of
operations for the three and nine month periods ended June 28, 1997 and June 29,
1996 are not  necessarily  indicative  of the results  for a full  fiscal  year.
Certain amounts have been  reclassified in fiscal 1996 to permit comparison with
fiscal 1997.

NOTE B  -  Fiscal Quarters

The Company utilizes a system of fiscal quarters.  Under this system,  the first
three  quarters  of each  fiscal  year end on a  Saturday.  However,  the fourth
quarter of each fiscal year will always end on  September  30.  Because of this,
the number of days in the first and fourth quarters of each fiscal year may vary
slightly  from year to year.  The second and third  quarters of each fiscal year
will be exactly thirteen weeks long. This policy does not have a material effect
on the comparability of results of operations between quarters.

NOTE C - Inventories

Inventories consist of the following (in thousands):
                                             June 28,         September 30,
                                               1997                1996
                                       ------------------- -------------------
Finished goods                                $3,158             $2,148
Work - in - process                              437                283
Raw materials                                  1,770              1,718
                                       ------------------- -------------------
                                              $5,366             $4,149
                                       =================== ===================




                                       4
<PAGE>


NOTE D - Financial Accounting Standards Board Statement No. 128, Earnings per
               Share

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted in the first quarter of
fiscal  1998.  At that time,  the Company  will be required to change the method
currently  used to compute  earnings per share and to restate all prior periods.
Under the new  requirements  for  calculating  basic  earnings  per  share,  the
dilutive  effect of stock  options will be  excluded.  The impact is expected to
result in an  increase in basic  earnings  per share of  approximately  $.01 per
share and $.02 per share for the three  month  periods  ended June 28,  1997 and
June 29, 1996, respectively, and approximately $.02 per share and $.03 per share
for the nine month periods ended June 28, 1997 and June 29, 1996,  respectively.
The impact of Statement 128 on the calculation of diluted earnings per share for
these quarters is not expected to be material.



                                       5
<PAGE>



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

Results of Operations

       Revenues. Revenues for the third quarter of fiscal 1997 amounted to $43.3
million as compared  with $36.3 million for the third quarter of the prior year.
Revenues  for the first  nine  months of fiscal  1997  were  $119.8  million  as
compared  with  $100.8  million  for the first  nine  months of the prior  year.
Revenue  growth of 19% in the three and nine month  periods ended June 28, 1997,
respectively, increased from 17% for each of the comparable periods of the prior
year.  The growth in revenues in the three and nine month periods ended June 28,
1997 was principally  driven by customer  demand.  The Company is continuing its
transition of its core  products from DOS and UNIX  platforms to the Windows and
client/server  environments  and anticipates that revenue growth for fiscal year
1997 will approximate the growth rate  experienced in fiscal year 1996.  Revenue
growth  in the  fourth  quarter  of  fiscal  1997  will  depend  in  part on the
commercial  success of the Company's Windows and  client/server  versions of its
time and  attendance  products  as well as its  continued  penetration  into the
international and government and education markets.

       Product  revenues for the third  quarter of fiscal 1997 amounted to $29.1
million as compared  with $25.0 million for the third quarter of the prior year.
Product  revenues for the first nine months of fiscal 1997 were $80.9 million as
compared with $70.8 million for the first nine months of the prior year. Product
revenue growth of 16% and 14% in the three and nine month periods ended June 28,
1997,  respectively,  increased from 10% and 12% for  comparable  periods of the
prior  year.  The  increase  in  revenue  growth  rate in the third  quarter  is
partially attributable to the unusually low growth rate experienced in the third
quarter  of fiscal  1996.  The  Company  continued  to  invest in its  corporate
marketing  and  international  organizations  during the  quarter.  Sales to the
international  markets  represented  approximately  11% of total  sales  for the
quarter as compared to  approximately  5% in the third  quarter of fiscal  1996.
Sales to  international  markets may vary from quarter to quarter as the Company
transitions   to  its   client/server   product  and  invests  by  building  the
infrastructure necessary to support future growth.

       Service  revenues for the third  quarter of fiscal 1997  increased 26% to
$14.2  million  from $11.2  million  for the third  quarter  of the prior  year.
Service revenues for the first nine months of fiscal 1997 increased 29% to $38.9
million  from $30.0  million for the first nine  months of the prior  year.  The
growth in service  revenues in the three and nine month  periods  ended June 28,
1997 reflects an increase in maintenance revenue from expansion of the installed
base.  The Company also continued its efforts to increase  revenue  arising from
maintenance and professional services. This effort has led to an increase in the
level of maintenance  contracts and professional services accompanying new sales
as well as services sold to existing customers.

                                       6
<PAGE>

       Gross  Profit.  Gross profit as a  percentage  of revenues was 61% in the
three and nine month  periods  ended June 28, 1997 as compared with 62% and 61%,
respectively, in the comparable periods of the prior year.

       Product  gross  profit as a  percentage  of revenues was 73% in the third
quarter of fiscal  1997 as compared  with 74% in the third  quarter of the prior
year. Product gross profit was negatively impacted by purchase discounts granted
to one of the Company's larger customers.  Excluding this  transaction,  product
gross margin in the third quarter of fiscal 1997 would have been 75% which is in
the high end of the 73% to 75% range  experienced  during  fiscal 1997.  Product
gross profit  increased  slightly to 74% in the first nine months of fiscal 1997
from 73% in the first nine months of the prior year.  The  increase is primarily
attributable to the mix of revenues  including a higher proportion of sales from
its direct  sales force than in the prior year.  Revenues  from the direct sales
force typically generate a higher gross profit than other distribution channels,
and as a result, have a favorable impact on product gross margin.  Service gross
profit as a percentage  of revenues was 36% in the third quarter of fiscal 1997,
consistent  with the prior year.  Service gross profit  increased to 34% for the
first nine  months of fiscal 1997 from 32% in the first nine months of the prior
year.  The increase in service  gross profit in the nine month period ended June
28,  1997 is  primarily  attributable  to growth in service  revenues  without a
proportionate increase in service expenses. The Company has continued to realize
the benefits of its service revenue  enhancement  programs,  as well as improved
efficiency in the delivery of services.

       Expenses.  Total operating  expenses as a percentage of revenues were 51%
and 52% for the three and nine month periods ended June 28, 1997,  respectively,
as compared  to 49% for each of the  comparable  periods in the prior year.  The
increase in expenses as a percentage  of revenues in the third  quarter  results
from increased spending in the Company's international  operations and corporate
marketing organization.  The increase in expenses as a percentage of revenues in
the nine month  period  ended June 28, 1997 is the result of the same factors as
for the quarter, as well as investments in the engineering organization.

       Sales and marketing expenses as a percentage of revenues increased to 36%
in the  three  and  nine  month  periods  ended  June 28,  1997  from 33% in the
comparable  periods  of the prior  year.  The  increase  in sales and  marketing
expenses as a percentage of revenues is a result of the Company's  investment in
its international  sales  organization,  including  providing  corporate support
resources  and  investing  in its  direct  subsidiary  operations,  as  well  as
increased spending in its corporate marketing organization. The Company believes
such  spending is  necessary to penetrate  international  and specific  industry
markets successfully.

       Engineering,  research  and  development  expenses  as  a  percentage  of
revenues were 9% in the three month period ended June 28, 1997,  consistent with
the same  period  in the  prior  year.  Engineering,  research  and  development
expenses as a  percentage  of revenues  were 10% in the nine month  period ended


                                       7
<PAGE>

June 28, 1997 as compared  with 9% in the  comparable  period of the prior year.
The growth in engineering,  research and development expenses as a percentage of
revenues  in the  nine  month  period  ended  June  28,  1997  results  from the
development  of  new  products   primarily  in  the  Windows  and  client/server
environments.  Expenses of $3.8 million and $3.2 million in the third quarter of
fiscal 1997 and 1996 are net of capitalized  software  development costs of $1.3
million  and $1.2  million,  respectively.  Expenses  of $11.6  million and $8.7
million in the first nine months of fiscal 1997 and 1996 are net of  capitalized
software development costs of $3.9 million and $2.7 million,  respectively.  The
growth  in  spending  on  capitalized  software  development  costs  principally
reflects enhancements of products released in the past year.

       General and administrative  expenses as a percentage of revenues amounted
to 7% for all periods presented. Other (income) expense amounted to less than 1%
for all periods  presented.  Other  (income)  expense is composed  primarily  of
amortization of intangible  assets related to  acquisitions  made by the Company
which is offset by interest income earned on its investments.

         Income Taxes.  The provision for income taxes as a percentage of pretax
income was 38% for all periods presented The Company's effective income tax rate
may fluctuate  between periods as a result of various factors,  none of which is
material,  either individually or in aggregate,  to the consolidated  results of
operations.


Liquidity and Capital Resources

       Working  capital  as of June  28,  1997,  amounted  to $37.6  million  as
compared with $36.3  million at September 30, 1996. As of those dates,  cash and
equivalents  and  marketable  securities  amounted  to $35.3  million  and $32.8
million, respectively. Cash generated from operations decreased to $14.2 million
in the first nine  months of fiscal  1997 from  $19.1  million in the first nine
months of the prior year.  The decrease in cash  generated  from  operations  is
principally  due to changes in working  capital  items,  primarily  increases in
inventories  and  accounts  receivable  and a  reduction  in income tax  related
obligations.  The Company's  investment in equipment in the first nine months of
fiscal 1997 was  comparable  to its  investment  in the first nine months of the
prior year.

       Cash  generated  from  operations,  together  with  the  Company's  other
financial  resources,  was  sufficient  to fund  investments  in  equipment  and
capitalized  software  development  costs.  The  Company  expects  to  fund  its
investments in equipment and software development costs in the fourth quarter of
fiscal  1997  with  existing  cash  and  equivalents  together  with  internally
generated cash. The Company also has an informal $3.0 million credit facility in
which the bank may offer  credit to the  Company  at the bank's  discretion.  No
amounts were outstanding under the credit facility as of June 28, 1997.

                                       8
<PAGE>

Certain Factors That May Affect Future Operating Results

         The Company's actual operating  results may differ from those indicated
by forward  looking  statements  made in this Quarterly  Report on Form 10-Q and
presented  elsewhere  by  management  from time to time  because  of a number of
factors,  including the potential  fluctuations in quarterly results,  timing of
new product  announcements  or introductions by the Company and its competitors,
competitive  pricing  pressures,  the ability to attract  and retain  sufficient
technical personnel,  the dependence on alternate distribution channels, and the
dependence on the Company's time and attendance product line and on key vendors,
as further  described below and in the Company's  Annual Report on Form 10-K for
the fiscal  year ended  September  30,  1996,  which  factors  are  specifically
incorporated by reference herein.

         Potential  Fluctuations in Quarterly Results.  The Company's  quarterly
operating  results may fluctuate as a result of a variety of factors,  including
the timing of the  introduction of new products and product  enhancements by the
Company and its competitors,  market acceptance of new products, mix of products
sold, the purchasing patterns of its customers, competitive pricing pressure and
general economic conditions.  The Company historically has realized a relatively
larger percentage of its annual revenues and profits in the fourth quarter and a
relatively smaller percentage in the first quarter of each fiscal year, although
there can be no assurance  that this pattern will continue.  In addition,  while
the  Company  has  contracts  to supply  systems  to certain  customers  over an
extended period of time,  substantially all of the Company's product revenue and
profits  in each  quarter  result  from  orders  received  in that  quarter.  If
near-term   demand  for  the  Company's   products  weakens  or  if  significant
anticipated  sales in any  quarter do not close  when  expected,  the  Company's
revenues for that quarter will be adversely affected.  The Company believes that
its  operating  results for any one quarter are not  necessarily  indicative  of
results for any future period.

         Product Development and Technological  Change. The markets for time and
attendance and data collection systems are characterized by continual change and
improvement in computer software and hardware  technology.  The Company's future
success will depend largely on its ability to enhance its existing product lines
and to develop new products and  interfaces to third party  products on a timely
basis for the increasingly  sophisticated  needs of its customers.  Although the
Company is continually  seeking to further enhance its product  offerings and to
develop  new  products  and  interfaces,  there can be no  assurance  that these
efforts will succeed, or that, if successful,  such product  enhancements or new
products  will  achieve  widespread  market  acceptance,  or that the  Company's
competitors  will not  develop  and market  products  which are  superior to the
Company's  products  or  achieve  greater  market  acceptance.  The  Company  is
transitioning  its product  offerings from DOS and Unix platforms to the Windows
and  client/server  environments.  The Company's  revenue  growth and results of
operations  in fiscal 1997 will  depend in part on the  success of this  product
transition.

                                       9
<PAGE>

         Competition. The time and attendance and data collection industries are
highly  competitive.   Competition  is  increasing  as  competitors  in  related
industries,  such as human resources and payroll, enter the market.  Advances in
software  development  tools have accelerated the software  development  process
and,  therefore,  can allow  competitors  to penetrate  certain of the Company's
markets.  Maintaining  the Company's  technological  and other  advantages  over
competitors  will require  continued  investment  by the Company in research and
development and marketing and sales programs. There can be no assurance that the
Company will have  sufficient  resources to make such  investments or be able to
achieve  the  technological  advances  necessary  to  maintain  its  competitive
advantages. Increased competition could adversely affect the Company's operating
results through price reductions and/or loss of market share.



                                       10
<PAGE>



PART II.           OTHER INFORMATION

Item 6.            Exhibits and Reports on Form 8-K

                   (a)           Exhibits

                   11            Statement re: Computation of Per Share Earnings

                   27            Financial Data Schedule

                   (b)           Reports on Form 8-K

                                 There were no reports on Form 8-K filed during
                                 the fiscal quarter ended June 28, 1997.
<PAGE>


                                   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 INCORPORATED



                                         By   /s/       Paul A. Lacy
                                                        Paul A. Lacy
                                              Vice President of Finance
                                                and Administration
                                            (Duly Authorized Officer and
                                             Principal Financial Officer)





August 11, 1997

<PAGE>



                               KRONOS INCORPORATED

                                  EXHIBIT INDEX



     Exhibit
      Number          Description

      11           Statement re: Computation of Per Share Earnings

      27           Financial Data Schedule