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 3, 1999

                                       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                     02451
--------------------------------------------------------------------------------
             (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, 1999,  12,521,928 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 3, 1999 and April 4, 1998      1

        Condensed Consolidated Balance Sheets at April 3, 1999
           and September 30, 1998                                           2

        Condensed Consolidated Statements of Cash Flows for the Six
           Months Ended April 3, 1999 and April 4, 1998                     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>
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                    Six Months Ended
                                                        --------------------------------    ---------------------------------
                                                           April 3,         April 4,           April 3,          April 4,
                                                             1999             1998               1999              1998   
                                                        ---------------   --------------    ---------------   ---------------
<S>                                                          <C>               <C>                <C>              <C>    
Net revenues:
      Product .....................................           $ 40,643         $ 30,111           $ 73,823          $ 59,872
      Service .....................................             21,043           16,361             40,978            31,173
                                                        ---------------   --------------    ---------------   ---------------
                                                                                            ---------------   ---------------
                                                                61,686           46,472            114,801            91,045
                                                        ---------------   --------------    ---------------   ---------------
Cost of sales:
      Product .....................................              9,474            7,743             17,313            14,783
      Service .....................................             12,744           10,494             24,857            20,623
                                                        ---------------   --------------    ---------------   ---------------
                                                                22,218           18,237             42,170            35,406
                                                        ---------------   --------------    ---------------   ---------------
          Gross profit                                          39,468           28,235             72,631            55,639
Expenses:
      Sales and marketing ..........................            21,676           15,878             40,364            31,929
      Engineering, research and development ........             6,625            4,557             12,628             8,881
      General and administrative ...................             3,842            3,317              7,216             6,412
      Other (income) expense, net ..................               561             (184)               465              (186)
                                                        ---------------   --------------    ---------------   ---------------
                                                                32,704           23,568             60,673            47,036
                                                        ---------------   --------------    ---------------   ---------------
          Income before income taxes ...............             6,764            4,667             11,958             8,603
Provision for income taxes .........................             2,213            1,783              4,197             3,287
                                                        ---------------   --------------    ---------------   ---------------
          Net income ...............................           $ 4,551          $ 2,884            $ 7,761           $ 5,316
                                                        ===============   ==============    ===============   ===============


Net income per common share:
          Basic ....................................            $ 0.36           $ 0.23             $ 0.62            $ 0.43
                                                        ===============   ==============    ===============   ===============
          Diluted ..................................            $ 0.35           $ 0.23             $ 0.60            $ 0.42
                                                        ===============   ==============    ===============   ===============

Average common and common
 equivalent shares outstanding:
          Basic ....................................         12,595,809       12,412,413         12,541,659        12,348,763
                                                        ===============   ==============    ===============   ===============
          Diluted ..................................         13,069,640       12,791,786         13,019,653        12,726,728
                                                        ===============   ==============    ===============   ===============
</TABLE>

    See  accompanying  notes to condensed  consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands, except share and per share amounts)
                                                     UNAUDITED

                                                                                    April 3,       September 30,
                                                                                      1999             1998
                                                                                  --------------   --------------
                                     ASSETS
<S>                                                                                    <C>              <C>   
Current assets:
   Cash and equivalents ........................................................       $ 17,481         $ 29,888
   Marketable securities .......................................................         21,817           17,501
   Accounts receivable, less allowances for doubtful accounts of $1,535
      at April 3, 1999 and $1,268 at September 30, 1998 ........................         50,655           50,904
   Deferred income taxes .......................................................          5,188            5,188
   Other current assets ........................................................         10,175            8,171
                                                                                  --------------   --------------
          Total current assets .................................................        105,316          111,652
Equipment, net .................................................................         15,542           15,816
Marketable securities ..........................................................         24,350            4,445
Excess of cost over net assets of businesses acquired ..........................         12,045           13,731
Deferred software development costs, net .......................................         10,922            9,541
Other assets ...................................................................          9,395            8,676
                                                                                  --------------   --------------
          Total assets .........................................................      $ 177,570        $ 163,861
                                                                                  ==============   ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................................................        $ 7,661          $ 6,427
   Accrued compensation ........................................................         14,556           14,503
   Accrued expenses and other current liabilities ..............................         17,226           18,570
   Deferred maintenance revenues ...............................................         31,986           27,065
                                                                                  --------------   --------------
          Total current liabilities ............................................         71,429           66,565
Deferred income taxes ..........................................................            911              911
Deferred maintenance revenues ..................................................         11,597            8,830
Other liabilities ..............................................................            279              352
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,
    12,634,728 shares and 12,465,719 shares issued at April 3, 1999 and
      September 30, 1998, respectively .........................................            126               83
   Additional paid-in capital ..................................................         29,962           29,617
   Retained earnings ...........................................................         67,526           59,765
   Equity adjustment from translation ..........................................           (564)          (1,162)
   Cost of Treasury Stock  (138,956 shares and 45,861
      shares at April 3, 1999 and September 30, 1998, respectively).............         (3,696)          (1,100)
                                                                                  --------------   --------------
          Total shareholders' equity ...........................................         93,354           87,203
                                                                                  --------------   --------------
          Total liabilities and shareholders' equity ...........................      $ 177,570        $ 163,861

                                                                                  ==============   ==============
</TABLE>

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

                                  KRONOS INCORPORATED
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)
                                       UNAUDITED
<TABLE>
<CAPTION>

                                                                                  Six Months Ended
                                                                                --------------------
                                                                                  April 3,   April 4,
                                                                                   1999        1998
                                                                                 --------   ---------
<S>                                                                             <C>         <C>    
Operating activities:
     Net income ................................................................ $  7,761     $ 5,317
     Adjustments to reconcile net income to net cash and equivalents 
        provided by operating activities:
            Depreciation .......................................................   4,105       3,571
            Amortization of deferred software development costs and  
               excess of cost over net assets of businesses acquired ...........   4,711       3,010
            Changes in certain operating assets and liabilities:
               Accounts receivable, net ........................................     257       1,637
               Deferred maintenance revenues ...................................   7,736       4,791
               Accounts payable, accrued compensation
                  and other liabilities ........................................     648      (2,837)
            Other ..............................................................  (2,594)     (1,751)      
                                                                                  --------   ---------
                  Net cash and equivalents provided by operating activities ....  22,624      13,738

Investing activities:
     Purchase of equipment .....................................................  (3,982)     (3,000)
     Capitalization of software development costs ..............................  (4,159)     (3,023)
     Increase in marketable securities ......................................... (24,221)     (8,921)
     Acquisitions of businsesses ...............................................    (489)     (4,360)
                                                                                  --------   ---------
                  Net cash and equivalents used in investing activities ........ (32,851)    (19,304)

Financing activities:
     Net proceeds from exercise of stock option and employee stock
        purchase plans .........................................................   2,140       1,463
     Purchase of treasury stock ................................................  (4,347)        (27)
                                                                                  --------   ---------
                  Net cash and equivalents provided by financing actities ......  (2,207)      1,436

Effect of exchange rate changes on cash and equivalents ........................      27         (51)
                                                                                  --------   ---------
Decrease  in cash and equivalents .............................................. (12,407)     (4,181)
Cash and equivalents at the beginning of the period ............................  29,888      20,698
                                                                                  --------   ---------
Cash and equivalents at the end of the period ..................................$ 17,481    $ 16,517
                                                                                  ========   =========
</TABLE>
 
        See accompanying notes to condensed consolidated financial statements.

                                       4
<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,  1998.  The  results of
operations  for the  three  and six month  periods  ended  April 3, 1999 are not
necessarily  indicative of the results for a full fiscal year.  Certain  amounts
have been reclassified in fiscal 1998 to permit comparison with fiscal 1999.

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  (94 days in fiscal 1999 and 95 days in
fiscal  1998) and fourth  quarter  (89 days in fiscal 1999 and 88 days in fiscal
1998) 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 - Software Revenue Recognition

In November 1997, the Accounting  Standards  Executive  Committee (AcSEC) issued
Statement of Position  (SOP) 97-2,  "Software  Revenue  Recognition",  which the
Company  adopted in the first  quarter of fiscal 1999.  The adoption of SOP 97-2
did not have a material effect on the Company's financial statements.



<PAGE>



NOTE D - Comprehensive Income

In September 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
No. 130),  which the Company  adopted in the first quarter of fiscal 1999.  SFAS
No.  130  establishes  standards  for  reporting  comprehensive  income  and its
components.  Comprehensive  income  is  defined  as the  change  in  equity of a
business  enterprise  during a period  from  transactions  and other  events and
circumstances from non-owner sources and includes all changes in equity during a
period except those resulting from  investments by owners and  distributions  to
owners.


For the  three  and six  months  ended  April 3,  1999 and  April 4,  1998,  the
Company's comprehensive income was as follows (in thousands):
<TABLE>
<CAPTION>

                                                        Three Months Ended               Six Months Ended
                                                      April 3,        April 4,        April 3,        April 4,
                                                        1999            1998            1999            1998
                                                       ---------    ----------       ---------       --------
<S>                                                    <C>          <C>              <C>             <C>   
Comprehensive income:
    Net income                                         $  4,551      $  2,884        $  7,761        $  5,316
    Cumulative translation adjustment                       499           (73)            598            (435)
                                                       ---------    ----------       ---------       ---------
Total comprehensive income                             $  5,050      $  2,811        $  8,359        $  4,881
                                                       =========    ==========       =========       =========
</TABLE>

During the quarter  ended  April 3, 1999,  the  Company  sold its South  African
subsidiary  to an unrelated  third party.  As a result of the  transaction,  the
cumulative  equity  adjustment from  translation of the  subsidiary's  financial
statements  in the  amount of $.5  million  was  included  as a charge to pretax
income.

NOTE E - Stock Split

The Company's Board of Directors  approved a three-for-two  stock split effected
in the  form  of a 50%  stock  dividend  that  was  paid  on  March  9,  1999 to
stockholders of record on February 23, 1999.  Accordingly,  the  presentation of
shares  outstanding  and  amounts per share have been  restated  for all periods
presented  to reflect  the  split.  The par value of the  additional  shares was
transferred from additional paid-in capital to Common Stock.

On  November  17,  1995,  the  Company's  Board of  Directors  adopted  a Rights
Agreement.  Under the  Agreement,  the Company  distributed  to  stockholders  a
dividend of one Right for each outstanding share of Common Stock. As a result of
the stock split,  each  stockholder has forty  four-hundreds of a Right for each
share of Common Stock held as of the Record Date.


                                        6



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  1999  amounted to
$61.7 million as compared to $46.5  million for the second  quarter of the prior
year.  Revenues  for the first six months of fiscal 1999 were $114.8  million as
compared to $91.0  million  for the first six months of the prior year.  Revenue
growth was 33% and 26% in the three and six month  periods  ended April 3, 1999,
respectively,  as compared to 18% and 19% for each of the comparable  periods of
the prior year.  The  revenue  growth in the three and six month  periods  ended
April 3, 1999 was  principally  driven by  customer  demand in all  distribution
channels.

       Product  revenues for the second quarter of fiscal 1999 amounted to $40.6
million as compared to $30.1  million for the second  quarter of the prior year.
Product  revenues for the first six months of fiscal 1999 were $73.8  million as
compared to $59.9  million  for the first six months of the prior year.  Product
revenue  growth of 35% and 23% in the three and six month periods ended April 3,
1999, respectively,  increased from 15% in each of the comparable periods of the
prior year.  Product  revenue  growth in the three and six month  periods  ended
April 3, 1999 was principally  driven by sales of the Company's  products to new
customers  as well as sales into the  Company's  existing  customer  base in the
second quarter. Contributing significantly to this growth were software revenues
that  increased 58% in the three month period ended April 3, 1999 as compared to
34% in the comparable period of the prior year.

       Service  revenues for the second quarter of fiscal 1999 amounted to $21.0
million as compared to $16.4  million for the second  quarter of the prior year.
Service  revenues for the first six months of fiscal 1999 were $41.0  million as
compared with $31.2 million for the first six months of the prior year.  Service
revenue  growth of 29% and 31% in the three and six month periods ended April 3,
1999,  respectively,  increased from 23% and 26% for  comparable  periods of the
prior year.  The growth in service  revenues in the three and six month  periods
ending  April 3, 1999  reflects  an  increase in  maintenance  revenue  from the
expansion  of the  installed  base and an increase  in the level of  maintenance
contracts  and  professional  services  accompanying  sales to new customers and
sales to the Company's existing customer base.
       Gross Profit. Gross profit as a percentage of revenues was 64% and 62% in
the three and six month periods ended April 3, 1999,  respectively,  as compared
with 61% 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 was 77% and 76%
in the three and six month periods ended April 3, 1999, respectively, increasing
from 74% and 75% for the 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  products.  The software  component of
product sales  increased to 48% and 47% in the three and six month periods ended
April  3,  1999,  respectively,  as  compared  to 41% and  44%  for  each of the
comparable  periods of the prior year.  Service  gross profit as a percentage of
service revenues was 39% in the three and six month periods ended April 3, 1999,
respectively,  increasing from 36% and 34%, respectively, for comparable periods
of the prior year.  The  increase  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 in the delivery of
services.  The Company  anticipates that service gross profit as a percentage of
service revenues should be approximately 38% to 40% over the remainder of fiscal
1999.

       Expenses.  Total operating  expenses as a percentage of revenues were 53%
in each of the three and six month  periods  ended April 3, 1999, as compared to
51% and 52%,  respectively,  in the comparable  periods of the prior year. Sales
and marketing expenses as a percentage of revenues were 35% in the three and six
month periods  ended April 3, 1999 as compared to 34% and 35% in the  comparable
periods of the prior year. Engineering expenses as a percentage of revenues were
11% in each of the three and six month  periods ended April 3, 1999, as compared
to 10% in the comparable periods of the prior year. Engineering expenses of $6.6
million  and $4.6  million  in the  second  quarter  of  fiscal  1999 and  1998,
respectively,  are net of capitalized software development costs of $2.2 million
and $1.6 million,  respectively.  Engineering expenses of $12.6 million and $8.9
million in the first six months of fiscal 1999 and 1998,  respectively,  are net
of  capitalized  software  development  costs of $4.2 million and $3.0  million,
respectively.  The growth in  engineering,  research  and  development  expenses
results  primarily from the development of new products in the client/server and
Windows environments.

       General and  administrative  expenses as a percentage of revenues were 6%
in the three and six month  periods ended April 3, 1999 as compared to 7% in the
comparable  periods of the prior year. 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.  In the second quarter of fiscal 1999, other (income)  expense,
net also includes an immaterial  charge resulting from the Company's sale of its
South African subsidiary. This charge relates to the write off of the cumulative
equity adjustment from the translation of the subsidiary's financial statements.

       Income  Taxes.  The  provision for income taxes as a percentage of pretax
income was 33% and 35% in the three and six month  periods  ended April 3, 1999,
respectively,  as compared to 38% in each of the comparable periods of the prior
year. The reduction in the Company's  effective  income tax rate in both periods
is primarily  attributable to tax benefits  resulting from the Company's sale of
its South  African  subsidiary as well as  utilization  of foreign net operating
loss carryforwards. The Company anticipates the effective income tax rate should
be approximately 35% for the remainder of the fiscal year.

Liquidity and Capital Resources

         Working  capital  as of April 3,  1999,  amounted  to $33.9  million as
compared  with $45.1  million at  September  30,  1998.  The  decline in working
capital is primarily  attributable to the Company's  investment of $19.9 million
of its  cash  and  equivalents  in long  term  marketable  securities.  Cash and
equivalents and marketable  securities increased to $63.6 million as of April 3,
1999 as compared to $51.8 million at September  30, 1998.  Cash  generated  from
operations  increased  to $22.6  million in the first six months of fiscal  1999
from $13.7 million in the first six months of the prior year, principally due to
increased  earnings  and deferred  maintenance  revenues as well as increases in
depreciation and amortization  charges.  The Company's increase of approximately
$1.0  million  in its  investment  in  equipment  in the first six months of the
fiscal year as compared to the same period of the prior year is principally  due
to increased  investments in the Company's engineering and service organizations
as well as investments  related to the planned relocation of the Company's world
headquarters.  Cash generated from  operations was more than  sufficient to fund
investments in equipment and capitalized  software  development  costs. In April
1999, the Company acquired a parcel of land located in Chelmsford, Massachusetts
for  the  construction  of  a  new  approximately   129,000  square  foot  world
headquarters facility. The Company anticipates it will spend approximately $18.0
million in the construction of the facility over the next 12 months. The Company
is also assessing several  acquisition  opportunities that may be completed over
the next three months,  although there can be no assurance that these
acquisitions will be completed. 
The Company expects to fund its investments in equipment,  software  development
costs and  acquisitions  over the  remainder of its fiscal year as well as costs
related  to the  construction  of the  new  facility  with  available  cash  and
investments and operating cash flow.

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.

         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
acceptance  of new product  introductions  by the  Company and its  competitors,
competitive  pricing  pressures,   the  dependence  on  alternate   distribution
channels,  potential  effects of 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, 1998, 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.  Continual  change and
improvement  in computer  software  and  hardware  technology  characterize  the
markets for frontline labor  management  systems.  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.

         Competition.   The  frontline  labor  management   industry  is  highly
competitive.  Competition is increasing as  competitors  in related  industries,
such as human resources  management,  payroll processing and enterprise resource
planning  (ERP) 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, 1998, approximately 20% 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.  The Company has an executive  level  steering  committee to
identify and resolve Year 2000 issues  associated  with the  Company's  internal
systems  (both  information  technology  ("IT") and non-IT),  the  Company's own
products and services,  the status of third party  products  distributed  by the
Company to its  customers as well as the Year 2000  readiness  of the  Company's
suppliers.  The Company has  completed an  assessment of all of its principal IT
systems,  which  include  manufacturing,   distribution,  customer  service  and
financial  systems.   The  Company  has,  with  the  assistance  of  an  outside
consultant,  tested its principal  internal  enterprise  resource planning (ERP)
system and believes it to be year 2000 compliant. This ERP system includes order
entry,  material resource planning,  master production  scheduling,  purchasing,
shipping and financial  systems.  The Company has identified Year 2000 issues in
other less  significant  IT systems,  and expects to resolve  those  issues,  by
replacements and/or upgrades,  by mid-1999.  The Company is currently performing
an  assessment  of certain  non-IT  systems and expects  that  assessment  to be
completed  by  mid-1999.  Examples of these  non-IT  systems  include the
Company's telephone systems. The Company will replace prior to the end of       
October, 1999, certain stand alone shop floor test equipment to ensure
year 2000 compliance.  The Company does not plan to
assess specifically its facility management systems, or the external forces such
as utility or transportation  Year 2000 compliance failures that might generally
affect industry and commerce. Although the Company is not currently aware of any
material  operational  issues or costs associated with preparing its internal IT
and non-IT  systems  for the Year 2000,  the  Company  may  experience  material
unanticipated problems and costs caused by undetected errors or defects in these
internal systems.

         The Company's Year 2000 compliance plan includes  designing its current
products to meet the Company's  definition of "Year 2000  Compliant" and testing
the most recent versions of its current products to determine  whether they meet
that definition.  Testing of products  currently  manufactured by the Company is
approximately  95%  completed  and is expected to be finished by the end of June
1999.  The  Company  has  warranted,  and may in the  future  warrant to certain
customers  that its products  will work in the Year 2000 and beyond.  Generally,
for products that have been identified to date as needing upgrades/new  versions
to  address  Year 2000  issues,  the  Company  has those  upgrades/new  versions
available to customers for purchase or under maintenance agreements. One of the
Company's products, which was sold in low volumes, has a Year 2000 deficiency   
for which there is no upgrade/new version currently available, but the Company
intends to correct that deficiency in the product's next
maintenance release.  Some of the
Company's  customers are using products and/or product versions that the Company
has not tested, and does not support,  for Year 2000 compliance.  The Company is
encouraging  these customers to migrate to current  products/versions  that meet
the Company's Year 2000 compliance  definition.  It is possible that the Company
may  experience  increased  expenses in  addressing  migration  issues for these
customers.  In  addition,  the Company does not intend to test any of its custom
software products for Year 2000 compliance.

         For  third  party  products  that  the  Company  distributes  with  its
products,   the  Company  has  sought   information   and  assurances  from  the
manufacturers  concerning  those  products' Year 2000  compliance  status.  As a
result,  the Company has  identified  certain  third  party  products  that will
require an upgrade to be Year 2000 compliant and is currently notifying affected
customers and encouraging  them to upgrade.  The Company expects to complete its
assessment of those third party products by mid-1999.

         Despite  the  testing  of  its  own  products  and  efforts  to  obtain
assurances on third party  products,  errors or defects in such  products  could
result in delay or loss of revenue,  diversion of development resources,  damage
to the Company's  reputation,  or increased  service and warranty costs,  any of
which could materially affect the Company's business,  results of operations, or
financial  condition.   In  addition,  the  unprecedented  nature  of  potential
litigation  regarding Year 2000 compliance issues makes it uncertain whether the
Company will be affected by such litigation.

         The Company has  completed its  systematic  inquiry of key suppliers to
assess their Year 2000 readiness.  The Company is not aware of any problems that
would  materially  affect its  business,  results  of  operations  or  financial
condition,  but the Company has no means of ensuring  that  assurances  received
from such  suppliers are accurate.  The inability of such suppliers to meet Year
2000 requirements  could materially impact the ability of the Company to procure
material from these  suppliers and to meet its obligations to supply products to
its customers.

         The Company does not currently have any information concerning the Year
2000  compliance  status of its  customers.  As with  other  similarly  situated
companies,  if the Company's  current or future  customers  fail to achieve Year
2000  compliance or if they divert  expenditures to address Year 2000 compliance
problems, the Company's business,  results of operations, or financial condition
could be materially affected.

         The  Company  has not yet  developed  a  contingency  plan on Year 2000
readiness.  The  Company  is  currently  assessing  the need for such a plan and
anticipates completing that assessment by mid-1999.

         The costs associated with the Company's Year 2000 plan have been funded
from  operating  cash flows and have been charged to  operations.  To date,  the
Company has incurred approximately $.8 million of incremental costs and expects,
on a cumulative  basis, total costs to be approximately  $1.2 million to address
its internal IT and non-IT  systems and to address Year 2000 compliance problems
in its own products and in third party products distributed with its 
products.  The Company does not separately  track the
internal costs associated with its Year 2000 plan,  which are primarily  payroll
costs for its information systems employees, support and technical personnel and
the Year 2000 steering  committee.  The costs described herein, and the costs to
accomplish the other elements of the Company's Year 2000 plan, have not been and
are not expected to be material to the Company's financial position,  results of
operations or cash flows. The cost of completing the Year 2000 plan and the date
on which  the  Company  believes  the  plan  will be  complete  are  based  upon
management's  best  estimates  derived by using  numerous  assumptions of future
events, including the continued availability of certain resources.  There can be
no guarantee  that these  estimates  will be achieved and the actual results may
differ  materially  from those  anticipated.  Specific  factors that might cause
these  differences  include without  limitation,  the  availability  and cost of
personnel  trained in this area,  the  ability  to make  timely and  appropriate
adjustments to all relevant computer codes and similar uncertainties.

Part II.          OTHER INFORMATION

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

(a) The 1999 Annual Meeting of Stockholders of Kronos  Incorporated  was held on
January 29, 1999.

(b)      At the Annual  Meeting,  Messrs.  D.  Bradley  McWilliams  and Lawrence
         Portner were elected as Class I Directors for three-year terms expiring
         in 2002.  In addition,  the  Directors  whose terms of office  continue
         after the meeting are three Class III Directors:  Messrs.  Mark S. Ain,
         Richard  J.  Dumler and Samuel  Rubinovitz  and one Class II  Director:
         Messr.  W. Patrick  Decker.  The  tabulation of votes for each Director
         nominee was as follows:

                                            FOR                    WITHHELD
        D. Bradley McWilliams             7,499,050                   6,230
        Lawrence Portner                  7,498,993                   6,287

(c) The other item voted upon at the meeting was as follows:

<TABLE>
<CAPTION>
                                                                                             BROKER 
                                              FOR             AGAINST        ABSTAIN        NON-VOTES
        <S>                               <C>                  <C>             <C>            <C>
        Ratification of the selection of
        Ernst & Young LLP                  7,488,945           14,983          1,352          -----

</TABLE>




Item 6.    Exhibits and Report on Form 8-K


   (a)     Exhibit

           10.1     Lease Agreement Between W/9TIB Real Estate Limited
                    Partnership, as Landlord, and Kronos Incorporated, as Tenant
                    Dated February 26, 1999.

           10.2     Contruction Agreement Between Cranshaw Construction of
                    New England Limited Partnership and Kronos, Inc. Dated
                    March 10, 1999.

           10.3     Agreement of Purchase and Sale By and Between W/9TIB
                    Real Estate Limited Partnership and Kronos Incorporated
                    Dated  March 29, 1999.

           27       Financial Data Schedule



   (b)     Reports of Form 8-K

           There were no  reports on Form 8-K filed  during  the fiscal  quarter
            ended April 3, 1999.

<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 18, 1999



<PAGE>


                               KRONOS INCORPORATED
                                  EXHIBIT INDEX







  Exhibit
  Number      Description

  10.1       Lease Agreement Between W/9TIB Real Estate Limited
             Partnership, as Landlord, and Kronos Incorporated, as Tenant
             Dated February 26, 1999.

  10.2       Contruction Agreement Between Cranshaw Construction of
             New England Limited Partnership and Kronos, Inc. Dated
             March 10, 1999.

  10.3       Agreement of Purchase and Sale By and Between W/9TIB
             Real Estate Limited Partnership and Kronos Incorporated
             Dated March 29, 1999.


  27         Financial Data Schedule