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 April 4, 1998

                                       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)

                               (781) 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 May 1, 1998,  8,294,986 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 Six Months Ended April 4, 1998 and March 29, 1997          1

         Condensed Consolidated Balance Sheets at April 4, 1998
            and September 30, 1997                                             2

         Condensed Consolidated Statements of Cash Flows for the Three
            Months and Six Months Ended April 4, 1998 and March 29, 1997       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 4.  Submission of Matters to a Vote of Security Holders

Item 6.  Exhibits and Reports on Form 8-K

Signatures

Exhibit Index

<PAGE>
<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

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

                                      Three Months Ended     Six Months Ended
                                     ---------  ---------  ---------  ---------   
                                      April 4,   March 29,  April 4,   March 29,
                                        1998       1997       1998       1997
                                     ---------  ---------  ---------  ---------
<S>                                  <C>       <C>       <C>       <C>        
Net revenues:
  Product .......................... $  30,111  $  26,121  $  59,872  $  51,839
  Service ..........................    16,361     13,282     31,173     24,674
                                     ---------  ---------  ---------  ---------
                                     ---------  ---------  ---------  ---------  
                                        46,472     39,403     91,045     76,513
                                     ---------  ---------  ---------  ---------
Cost of sales:
  Product ..........................     7,743      7,041     14,783     13,456
  Service ..........................    10,494      8,813     20,623     16,785
                                     ---------  ---------  ---------  ---------                  
                                        18,237     15,854     35,406     30,241
                                     ---------  ---------  ---------  ---------                     
      Gross profit .................    28,235     23,549     55,639     46,272
Expenses:
  Sales and marketing ..............    15,878     13,835     31,929     26,579
  Engineering, research and development  4,557      4,166      8,881      8,138
  General and administrative .......     3,317      2,745      6,412      5,253
  Other (income) expense, net ......      (184)       (75)      (186)      (112)
                                     ---------  ---------  ---------  ---------
                                        23,568     20,671     47,036     39,858
                                     ---------  ---------  ---------  ---------                     
      Income before income taxes ...     4,667      2,878      8,603      6,414
Provision for income taxes .........     1,783      1,099      3,287      2,449
                                     ---------  ---------  ---------  ---------                     
      Net income ................... $   2,884  $   1,779  $   5,316  $   3,965
                                     =========  =========  =========  =========


Net income per common share:
      Basic ........................ $    0.35  $    0.22  $    0.65  $    0.49
                                     =========  =========  =========  =========
      Diluted ...................... $    0.34  $    0.21  $    0.63  $    0.47
                                     =========  =========  =========  =========                  

Average common and common equivalent shares outstanding:
      Basic ........................ 8,274,942  8,185,134  8,232,509  8,158,144
                                     =========  =========  =========  =========                    
      Diluted ...................... 8,527,857  8,439,627  8,484,485  8,418,489
                                     =========  =========  =========  =========                    

     See accompanying notes to condensed consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                April 4,  September 30,
                                                                                  1998         1997
                                                                               ---------    ---------
                                     ASSETS
<S>                                                                            <C>          <C>
Current assets:
   
   Cash and equivalents ....................................................   $  16,517    $  20,698
   Marketable securities ...................................................      24,451       15,530
   Accounts receivable, less allowances for doubtful accounts of $1,000
      at April 4, 1998 and $1,091 at September 30, 1997 ....................      36,965       38,817
   Inventories .............................................................       4,418        4,322
   Deferred income taxes ...................................................       4,277        4,277
   Other current assets ....................................................       7,515        6,539
                                                                               ---------    ---------
          Total current assets .............................................      94,143       90,183
Equipment, net .............................................................      16,414       17,038
Net investment in sales-type leases ........................................       5,924        5,312
Excess of cost over net assets of businesses acquired ......................      11,222        7,855
Other assets ...............................................................       8,724        7,726
                                                                               ---------    ---------
         Total assets ......................................................   $ 136,427    $ 128,114
                                                                               =========    =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses ...................................   $  12,759    $  13,217
   Accrued compensation ....................................................       9,466       10,105
   Federal and state income taxes payable ..................................       1,359        3,497
   Unearned service revenue ................................................      24,806       22,209
                                                                               ---------    ---------
         Total current liabilities .........................................      48,390       49,028
Deferred income taxes ......................................................       2,587        2,587
Unearned service revenue ...................................................       6,224        3,523
Other liabilities ..........................................................         435          503
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 20,000,000 shares,
   8,291,639 shares and 8,246,453 shares issued at April 4, 1998 and
      September 30, 1997, respectively .....................................          83           82
   Additional paid-in capital ..............................................      29,044       29,770
   Retained earnings .......................................................      50,362       45,045
   Equity adjustment from translation ......................................        (697)        (262)
   Cost of Treasury Stock  (23 shares and 86,493
      shares at April 4, 1998 and September 30, 1997, respectively) ........          (1)      (2,162)
                                                                               ---------    ---------
         Total shareholders' equity ........................................      78,791       72,473
                                                                               ---------    ---------
         Total liabilities and shareholders' equity ........................   $ 136,427    $ 128,114
                                                                               =========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                  Six Months Ended
                                                                                ---------------------
                                                                                April 4,    March 29,
                                                                                  1998        1997
                                                                                --------    --------
                                                                    
<S>                                                                             <C>         <C>
Operating activities:
    Net income                                                                  $ 5,317     $ 3,965
    Adjustments to reconcile net income to net cash and equivalents
       provided by operating activities:
            Depreciation                                                          3,571       3,023
            Amortization of deferred software development costs and
               excess of cost over net assets of businesses acquired              3,010       2,149
            Changes in certain operating assets and liabilities:
               Accounts receivable, net                                           1,637         965
               Inventories                                                         (111)       (677)
               Unearned service revenue                                           5,347       2,680
               Accounts payable, accrued compensation
                  and other liabilities                                          (3,393)     (1,814)
               Net investment in sales-type leases                                 (812)     (2,684)
            Other                                                                  (828)       (721)
                                                                                --------    --------
                  Net cash and equivalents provided by operating activities      13,738       6,886

Investing activities:
    Purchase of equipment                                                        (3,000)     (5,124)
    Capitalization of software development costs                                 (3,023)     (2,552)
    (Increase) decrease in marketable securities                                 (8,921)      3,795
    Acquisitions of businsesses                                                  (4,360)       (422)
                                                                                --------    --------
                  Net cash and equivalents used in investing activities         (19,304)     (4,303)

Financing activities:
    Net proceeds from exercise of stock option and employee stock
       purchase plans                                                             1,463         939
    Purchase of treasury stock                                                      (27)        (27)
                                                                                --------    --------
                  Net cash and equivalents provided by financing activities       1,436         912

Effect of exchange rate changes on cash and equivalents                             (51)         16
                                                                                --------    --------
Increase (decrease) in cash and equivalents                                      (4,181)      3,511
Cash and equivalents at the beginning of the period                              20,698      10,795
                                                                                --------    --------
Cash and equivalents at the end of the period                                   $16,517     $14,306
                                                                                ========    ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

<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,  1997.  The  results of
operations  for the  three  and six month  periods  ended  April 4, 1998 are not
necessarily  indicative of the results for a full fiscal year.  Certain  amounts
have been reclassified in fiscal 1997 to permit comparison with fiscal 1998.

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  quarter  (95 days in fiscal 1998 and 89 days in
fiscal  1997) and fourth  quarter  (88 days in fiscal 1998 and 94 days in fiscal
1997) of each  fiscal  year  varies  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 - Earnings Per Share

In February 1997, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 128,  "Earnings  per Share." SFAS No. 128 replaced the  previously  reported
primary and fully diluted earnings per share with basic and diluted earnings per
share.  Unlike primary earnings per share, basic earnings per share excludes any
dilutive  effects of options,  warrants,  and  convertible  securities.  Diluted
earnings  per share is very similar to the  previously  reported  fully  diluted
earnings per share. All earnings per share amounts  presented have been restated
to conform to SFAS No. 128 requirements.


<PAGE>
<TABLE>
<CAPTION>


The following table sets forth the computation of basic and diluted earnings per
share:

                                                           Three Months Ended           Six Months Ended
                                                        -------------------------   -------------------------

                                                          April 4,.   March 29,       April 4,     March 29,
                                                            1998         1997           1998         1997
                                                        -----------   -----------   -----------   -----------

<S>                                                     <C>           <C>           <C>           <C>        
   Net income (in thousands) ........................   $     2,884   $     1,779   $     5,316   $     3,965
                                                        ===========   ===========   ===========   ===========


   Weighted average shares ..........................     8,274,942     8,185,134     8,232,509     8,158,144

Effect of dilutive securities:
   Employee stock options ...........................       252,915       254,493       251,976       260,345
                                                        -----------   -----------   -----------   -----------

   Adjusted weighted average shares
     and assumed conversions ........................     8,527,857     8,439,627     8,484,485     8,418,489
                                                        ===========   ===========   ===========   ===========

Basic earnings per share ............................   $      0.35   $      0.22   $      0.65   $      0.49
                                                        ===========   ===========   ===========   ===========

Diluted earnings per share ..........................   $      0.34   $      0.21   $      0.63   $      0.47
                                                        ===========   ===========   ===========   ===========                   
</TABLE>
<PAGE>


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

Forward Looking Statements

         This discussion includes certain  forward-looking  statements about the
Company's business and its expectations. Any such statements are subject to risk
that could cause the actual results to vary materially from expectations.  For a
further  discussion of the various risks that may affect the Company's  business
and expectations, see "Certain Factors That May Affect Future Operating Results"
at the end of  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations.

Results of Operations

       Revenues.  Revenues  for the second  quarter of fiscal  1998  amounted to
$46.5 million as compared with $39.4 million for the second quarter of the prior
year.  Revenues  for the first six months of fiscal  1998 were $91.0  million as
compared with $76.5 million for the first six months of the prior year.  Revenue
growth was 18% and 19% in the three and six month  periods  ended April 4, 1998,
respectively, as compared to 19% for each of the comparable periods of the prior
year.

       Product  revenues for the second quarter of fiscal 1998 amounted to $30.1
million as compared with $26.1 million for the second quarter of the prior year.
Product  revenues for the first six months of fiscal 1998 were $59.9  million as
compared with $51.8 million for the first six months of the prior year.  Product
revenue  growth of 15% in the three and six month  periods  ended April 4, 1998,
respectively,  increased  from 12% and 13% for  comparable  periods of the prior
year.  Product  revenue growth in the three and six month periods ended April 4,
1998, was principally  driven by customer  demand for the Company's  Windows and
client/server  products.  Service revenues for the second quarter of fiscal 1998
amounted to $16.4 million as compared with $13.2 million for the second  quarter
of the prior year. Service revenues for the first six months of fiscal 1998 were
$31.2  million as  compared  with $24.7  million for the first six months of the
prior  year.  Service  revenue  growth of 23% and 26% in the three and six month
periods  ended  April  4,  1998,  respectively,  decreased  from 35% and 31% for
comparable periods of the prior year. The growth in service revenues reflects an
increase in the level of professional services accompanying new sales as well as
an increase in maintenance revenue from expansion of the installed base. Revenue
growth rates  experienced in previous  periods  benefited  from service  revenue
enhancement programs implemented by the Company through fiscal 1997.  Management
anticipates  the growth in service revenue will continue to exceed the growth in
product revenue over the remainder of this fiscal year. However, as the customer
installed base continues to grow,  management  anticipates  that service revenue
growth rates will gradually  become more  consistent with product revenue growth
rates.


<PAGE>


       Gross  Profit.  Gross profit as a percentage  of revenues were 61% in the
three and six month  periods  ended April 4, 1998,  as compared  with 60% in the
comparable  periods  of the prior  year.  The  improvement  in gross  profit was
evidenced in both product and service gross profit.

       Product gross profit as a percentage  of product  revenues of 74% and 75%
in the three and six month periods ended April 4, 1998, respectively,  increased
from 73% and 74% for comparable  periods of the prior year.  The  improvement in
product gross profit in both periods is primarily  attributable  to an increased
proportion of product revenues generated by software,  which typically generates
higher gross profit than other product.  Service gross profit as a percentage of
service  revenues of 36% and 34% in the three and six month  periods ended April
4, 1998, respectively,  increased from 34% and 32% for comparable periods of the
prior year. The improvement in service gross profit in both periods is primarily
attributable to the growth in service revenues without a proportionate  increase
in service expenses. This has been accomplished by more fully leveraging service
resources  and improving the  efficiency of the system  implementation  process.
Management  expects service gross profit as a percentage of service  revenues to
decrease during the third quarter as the Company invests in service organization
personnel in response to increasing customer demand for its services.

       Expenses.  Total operating  expenses as a percentage of revenues were 51%
and 52% in the three and six month periods ended April 4, 1998, respectively, as
compared to 52% in the comparable periods of the prior year. Sales and marketing
expenses as a percentage of revenues were 34% and 35% in the three and six month
periods ended April 4, 1998, respectively,  as compared to 35% in the comparable
periods of the prior year. The slight  decrease in sales and marketing  expenses
as a percentage  of revenues is primarily  attributable  to the delay of various
discretionary spending programs.  Management expects to incur this spending over
the remainder of the fiscal year.

       Engineering  expenses as a percentage  of revenues  were 10% in the three
and six month periods ended April 4, 1998,  respectively,  as compared to 11% in
the comparable periods of the prior year.  Engineering  expenses of $4.6 million
and $4.2  million in the second  quarter of fiscal 1998 and 1997,  respectively,
are net of  capitalized  software  development  costs of $1.6  million  and $1.4
million, respectively.  Engineering expenses of $8.9 million and $8.1 million in
the  first  six  months  of  fiscal  1998  and  1997,  respectively,  are net of
capitalized  software  development  costs  of $3.0  million  and  $2.6  million,
respectively.  The growth in  engineering,  research  and  development  expenses
results  primarily from efforts to standardize  products and the  development of
new products in the Windows and client/server environments.


<PAGE>


       General and administrative  expenses as a percentage of revenues amounted
to 7% for all periods  presented.  Other (income) expense,  net amounted to less
than 1% of revenues for all periods  presented.  Other (income) expense,  net 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 April 4,  1998,  amounted  to $45.8  million as
compared with $41.2  million at September 30, 1997. As of those dates,  cash and
equivalents  and  marketable  securities  amounted  to $41.0  million  and $36.2
million, respectively. Cash generated from operations increased to $13.7 million
in the first six months of fiscal 1998 from $6.9 million in the first six months
of the prior year,  principally due to increased  earnings and unearned  service
revenues as well as cash  provided  from the  Company's  lease  portfolio.  Cash
provided from those sources was partially  offset by the reduction in income tax
obligations.  During the  second  quarter of fiscal  1998 the  Company  invested
approximately  $4.4  million  to  acquire  labor  productivity   technology  and
distribution rights in a dealer territory. The Company's investment in equipment
in the first six months of the fiscal year  decreased from its investment in the
first six months of the prior year due to the  timing of capital  projects.  The
Company  anticipates  that  investment  in  equipment  in  fiscal  1998  will be
comparable to fiscal 1997.

       Cash  generated  from   operations  was  more  than  sufficient  to  fund
investments in equipment and capitalized software development costs. The Company
expects to fund its investments in equipment and software development costs over
the remainder of its fiscal year with  available  cash and  operating  cash flow
generated in fiscal 1998.


Certain Factors That May Affect Future Operating Results

         Except for historical matters,  the matters discussed in this Quarterly
Report on Form 10-Q are  "forward-looking  statements" within the meaning of the
Private  Securities  Litigation  Reform  Act of 1995 (the  "Act").  The  Company
desires  to take  advantage  of the  safe  harbor  provisions  of the Act and is
including  this  statement  for the express  purpose of  availing  itself of the
protection  of the safe harbor with  respect to all forward  looking  statements
that involve risks and uncertainties.


<PAGE>


         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 and
market  acceptance  of  new  product   introductions  by  the  Company  and  its
competitors,  competitive  pricing pressures,  rapid  technological  change, new
competitors  entering  the market,  the  dependence  on  alternate  distribution
channels,  potential effects  associated with the century change, the ability to
attract and retain  sufficient  technical  personnel,  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, 1997,  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 period are not  necessarily  indicative  of
results for any future period.

         Product Development and Technological  Change. The markets for time and
attendance,  labor management,  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.
Although management believes the Company has substantially completed the product
transition  from  DOS  and  UNIX  platforms  to the  Windows  and  client/server
environments,  the Company's  revenue growth and results of operations in fiscal
1998 will  depend in part on the  continuing  growth of sales of its Windows and
client/server products.

<PAGE>

         Competition.  The  time  and  attendance,  labor  management,  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.

       Dependence on Alternate  Distribution  Channels.  The Company markets and
sells its products through its direct sales  organization,  independent  dealers
and OEMs. For the fiscal year ended September 30, 1997, approximately 22% of the
Company's revenue was generated through sales to dealers and OEMs.  Reduction in
the sales efforts of the Company's  major dealers and/or OEMs, or termination or
changes in their  relationships with the Company,  could have a material adverse
effect on the results of the Company's operations.

       Year  2000.  Many  currently  installed  computer  systems  and  software
products  will not function  properly in the year 2000 and beyond.  As a result,
computer  systems and/or software used by many companies may need to be upgraded
to comply with such "year 2000" requirements.  Significant uncertainty exists in
the software  industry  concerning  the potential  effects  associated  with the
century change. Although the Company currently offers software products that are
designed to work properly in the year 2000 and beyond, there can be no assurance
that the Company's  software  products  contain all necessary date code changes.
The Company has warranted,  and may in the future warrant,  to certain customers
that its  products  will  work in the year 2000 and  beyond.  In  addition,  the
Company  has  initiated  a program  to assess  the  products  offered by it, its
internal operating systems,  and third party products  incorporated into or used
to develop its products and to develop a timetable for correcting any issues, if
necessary. The Company is currently developing a complete cost estimate but does
not  anticipate  that  costs  associated  with this  program  will be  material.
However,  if the Company's  program is not completed on a timely basis, if there
is a failure of the products or systems of other  companies on which the Company
relies for use internally or in its products,  if customer demand is reduced due
to customers'  concerns about year 2000 issues, or if the Company's own products
fail in the year 2000 and beyond,  there could be a material  adverse  effect on
the Company's business, financial condition or results of operations.

<PAGE>


Part II.          OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

(a)      The 1998 Annual Meeting of Stockholders of Kronos  Incorporated  was 
         held on January 30, 1998.

(b)      At the Annual  Meeting,  Messrs.  Mark S. Ain,  Richard J. Dumler and 
         Samuel Rubinovitz were elected as Class III Directors for three-year  
         terms expiring in 2001.  In  addition,  the  Directors  whose terms of 
         office continue after the meeting are two Class I Directors:  Messrs.  
         D. Bradley McWilliams and Lawrence Portner and one Class II Director:  
         Messr. W. Patrick Decker.  The tabulation of votes for each Director 
         nominee was as follows: 

                                         FOR                 WITHHELD
                                      ---------              --------
           Mark S. Ain                7,433,579               165,286
           Richard J. Dumler          7,433,579               165,286
           Samuel Rubinovitz          7,433,556               165,309

(c)      The other items voted upon at the meeting were as follows:
<TABLE>
<CAPTION>
                                                                                                  BROKER
                                                        FOR        AGAINST        ABSTAIN        NON-VOTES
                                                     ---------     -------        -------        ---------   
<S>                                                  <C>          <C>             <C>             <C>   
           (i) Approval of an amendment              7,017,025      459,955       100,464          21,421
           to the Company's Restated
           Articles of Organization increasing
           the number of authorized shares
           of Common Stock from
           12,000,000 to 20,000,000 shares

           (ii) Approval of an amendment to          4,648,625    1,817,736       212,071         920,433
           the Company's 1992 Equity
           Incentive Plan (i) increasing from
           1,237,500 to 2,237,500 (subject to
           Adjustments for certain changes in
           the Company's capitalization) the
           Number of shares available for
           Issuance under the Plan; (ii)
           Increasing from 75,000 to 100,000
           (subject to adjustments for certain
           Changes in the Company's
           Capitalization) the number of shares
           for which Awards under the Plan
           may be granted in any calendar
           year to any one employee; and (iii)
           to continue the Plan.

           (iii) Ratification of the selection of    7,585,870        6,290         6,705           -----
           Ernst & Young LLP
</TABLE>

<PAGE>


Part II.          OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

           3.1  Restated Articles of Organization of the Registrant, as amended

          10.1  1992 Equity Incentive Plan, as amended and restated

          27.1  Financial Data Schedule

(b)       Reports of Form 8-K

          There were no reports on Form 8-K filed during the fiscal quarter 
          ended April 4, 1998.

<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)





May 15, 1998


<PAGE>


                               KRONOS INCORPORATED

                                  EXHIBIT INDEX



    Exhibit
     Number        Description

        3.1      Restated Articles of Organization of the Registrant, as amended

       10.1       1992 Equity Incentive Plan, as amended and restated

       27.1       Financial Data Schedule