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 March 29, 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 March 31, 1997,  8,204,572 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 March 29, 1997 and 
                    March 30, 1996                                        1

             Condensed Consolidated Balance Sheets at March 29, 1997
                    and September 30, 1996                                2

             Condensed Consolidated Statements of Cash Flows for the Six
                    Months Ended March 29, 1997 and March 30, 1996        3

             Notes to Condensed Consolidated Financial Statements         4

Item 2.      Management's Discussion and Analysis of Financial Condition 
                    and Results of Operations                             5

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
                                              ---------------------------    ------------------------------
                                                March 29,        March 30,     March 29,      March 30,
                                                  1997            1996           1997           1996
                                              --------------  ------------   --------------  --------------
<S>                                           <C>            <C>           <C>            <C>        
Net revenues:

     Product ..............................   $    26,121    $    23,236   $    51,839    $    45,774
     Service ..............................        13,282          9,866        24,674         18,795
                                              -----------    -----------   -----------    -----------
                                                   39,403         33,102        76,513         64,569
Cost of sales:
     Product ..............................         7,041          6,321        13,456         12,302
     Service ..............................         8,622          6,797        16,452         13,337
                                              -----------    -----------   -----------    -----------
                                                   15,663         13,118        29,908         25,639
                                              -----------    -----------   -----------    -----------
          Gross profit ....................        23,740         19,984        46,605         38,930
Expenses:
     Sales and marketing ..................        14,158         10,828        27,259         21,237
     Engineering, research and development          4,034          2,856         7,791          5,502
     General and administrative ...........         2,745          2,406         5,253          4,758
     Other (income) expense, net ..........           (75)            61          (112)           113
                                              -----------    -----------   -----------    -----------
                                                   20,862         16,151        40,191         31,610
                                              -----------    -----------   -----------    -----------
          Income before income taxes ......         2,878          3,833         6,414          7,320
Provision for income taxes ................         1,099          1,468         2,449          2,804
                                              -----------    -----------   -----------    -----------
          Net income ......................   $     1,779    $     2,365   $     3,965    $     4,516
                                              ===========    ===========   ===========    ===========


Net income per common share:
     Primary and fully diluted ............   $      0.21    $      0.28   $      0.47    $      0.54

Average common and common equivalent shares
     outstanding:
          Primary .........................     8,439,616      8,319,500     8,405,492      8,300,580
                                              ===========    ===========   ===========    ===========
          Fully diluted ...................     8,439,627      8,319,500     8,418,489      8,300,580
                                              ===========    ===========   ===========    ===========

     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

                                                                               March 29,    September 30,
                                                                                 1997           1996
                                                                               -----------  -------------
                                         ASSETS
<S>
Current assets:
                                                                               <C>          <C>      
   Cash and equivalents ....................................................   $  14,306    $  10,795
   Marketable securities ...................................................      18,200       21,995
   Accounts receivable, less allowances for doubtful accounts of $907
      at March 29, 1997 and $987 at September 30, 1996 .....................      29,674       30,622
   Inventories .............................................................       4,832        4,149
   Deferred income taxes ...................................................       3,025        3,025
   Other current assets ....................................................       4,304        3,765
                                                                               ---------    ---------
          Total current assets .............................................      74,341       74,351
Equipment, net .............................................................      16,980       14,738
Excess of cost over net assets of businesses acquired ......................       6,786        7,221
Other assets ...............................................................      12,284        8,556
                                                                               ---------    ---------
          Total assets .....................................................   $ 110,391    $ 104,866
                                                                               =========    =========

                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses ...................................   $  12,328    $  11,894
   Accrued compensation ....................................................       6,831        8,445
   Federal and state income taxes payable ..................................         654        1,367
   Unearned service revenue ................................................      19,067       16,388
                                                                               ---------    ---------
          Total current liabilities ........................................      38,880       38,094
Deferred income taxes ......................................................       2,236        2,236
Unearned service revenue ...................................................       2,806        2,721
Other liabilities ..........................................................         592          717
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,
     8,205,350 shares and 8,124,133 shares issued at March 29, 1997 and
      September 30, 1996, respectively .....................................          82           81
   Additional paid-in capital ..............................................      28,375       27,512
   Retained earnings .......................................................      37,737       33,773
   Equity adjustment from translation ......................................        (293)        (251)
   Cost of Treasury Stock  (778 shares and 583
      shares at March 29, 1997 and September 30, 1996, respectively) .......         (24)         (17)
                                                                               ---------    ---------
          Total shareholders' equity .......................................      65,877       61,098
                                                                               ---------    ---------
          Total liabilities and shareholders' equity .......................   $ 110,391    $ 104,866
                                                                               =========    =========

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

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

                                                                                 Six Months Ended
                                                                               ----------------------
                                                                               March 29,    March 30,
                                                                                 1997         1996
                                                                               ---------    ---------

<S>
  Operating activities:
                                                                               <C>         <C>     
     Net income ............................................................   $  3,965    $  4,516
     Adjustments to reconcile net income to net cash and equivalents
        provided by operating activities:
             Depreciation ..................................................      3,020       2,155
             Amortization of deferred software development costs and
                excess of cost over net assets of businesses acquired ......      2,179       1,562
             Changes in certain operating assets and liabilities:
                Accounts receivable, net ...................................        932       1,885
                Inventories ................................................       (687)        (13)
                Unearned service revenue ...................................      2,689       2,968
                Accounts payable, accrued compensation
                   and other liabilities ...................................     (1,690)        685
                Net investment in sales-type leases ........................     (2,676)       (756)
             Other .........................................................       (844)       (403)
                                                                               --------    --------
                   Net cash and equivalents provided by operating activities      6,888      12,599

Investing activities:
     Purchase of equipment .................................................     (5,177)     (4,905)
     Capitalization of software development costs ..........................     (2,552)     (1,537)
     (Increase) decrease in marketable securities ..........................      3,795      (3,675)
     Acquisitions of businsesses ...........................................       (422)       (339)
     Other .................................................................         (5)        164
                                                                               --------    --------
                   Net cash and equivalents used in investing activities ...     (4,361)    (10,292)

Financing activities:
     Net proceeds from exercise of stock option and employee stock .........        889
        purchase plans
     Other .................................................................       --           (20)
                                                                               --------    --------
                   Net cash and equivalents provided by financing activities        968         869

Effect of exchange rate changes on cash and equivalents ....................         16         (24)
                                                                               --------    --------
Increase in cash and equivalents ...........................................      3,511       3,152
Cash and equivalents at the beginning of the period ........................     10,795      17,727
                                                                               --------    --------
Cash and equivalents at the end of the period ..............................   $ 14,306    $ 20,879
                                                                               ========    ========

     See accompanying notes to condensed consolidated financial statements.
</TABLE>
<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 six month  periods  ended  March 29,  1997 and March 30, 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 fiscalyear 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):
                                             March 29,         September 30,
                                                1997                1996
                                         ------------------- -------------------
                                                         
Finished goods                                $2,584             $2,148
Work - in - process                              289                283
Raw materials                                  1,959              1,718
                                         ------------------- -------------------
                                              $4,832             $4,149
                                         =================== ===================


<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 for the three month periods ended March 29, 1997 and March 30, 1996, 
respectively, and approximately $.03 per share and $.02 per share for the six 
month periods ended March 29, 1997 and March 30, 1996, respectively. The impact 
of Statement 128 on the calculation of diluted earnings per share for these 
quarters is not expected to be material.
<PAGE>
 


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

Results of Operations

       Revenues.  Revenues  for the second  quarter of fiscal 1997  amounted to 
$39.4  million as compared  with $33.1  million for the second  quarter of the 
prior year.  Revenues for the first six months of fiscal 1996 were $76.5  
million as compared with $64.6 million for the first six months of the prior 
year.  Revenue  growth of 19% and 18% in the three and six month  periods  ended
March 29,  1997, respectively, increased from 13% and 17% for comparable periods
of the prior year.

       Product  revenues for the second  quarter of fiscal 1997 amounted to 
$26.1 million as compared with $23.2 million for the second quarter of the prior
year.  Product  revenues  for the first six  months of fiscal  1997 were $51.8  
million  as  compared  with $45.8 million for the first six months of the prior 
year.  Product  revenue  growth of 12% for the second  quarter of fiscal 1997  
increased from 9% for the comparable  period of the prior year.  Product  
revenue growth was 13% in each of the six month periods ended March 29, 1997 and
March 30,  1996.  The growth in product  revenues in the three and six month  
periods  ended  March 29,  1997 was  principally driven by customer demand.  
While revenues  increased over comparable periods of the prior year, the growth 
rate was below management's expectations.  The  shortfall in revenue  growth 
from  management's  expectations  is  attributable  to a variety of factors,  
the most significant of which includes the impact of recent product  transitions
and less than  anticipated  sales volume in the  international and government 
and education  markets.  During the quarter the Company  continued its 
transition of its core products from DOS and UNIX platforms to the Windows and 
client/server  environments.  Sales of the Company's  client/server  product to 
the  manufacturing  sector were below  expectations  due to a longer than  
anticipated  sales cycle as a result of the complexity and size of these  
transactions.  Sales in both the  government  and  education and  international 
markets also fell short of  expectations.  Sales to these markets may vary from 
quarter to quarter as the Company  invests in these  markets by building  the  
infrastructure  necessary  to support  future growth.  Revenue  growth over the 
remainder 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  penetration  into the  international  and  government 
and education markets.

       Service  revenues for the second  quarter of fiscal 1997  amounted to 
$13.3 million as compared with $9.9 million for the second quarter of the prior 
year.  Service  revenues  for the first six  months of fiscal  1997 were $24.7  
million  as  compared  with $18.8 million for the first six months of the prior 
year.  Service  revenue  growth of 35% and 31% in the three and six month  
periods  ended March 29, 1997,  respectively,  increased from 26% in each of the
comparable  periods of the prior year. The growth in service revenues in the 
three and six month  periods ended March 29, 1997 reflects an increase in  
maintenance  revenue from  expansion of the installed base. The Company also 

<PAGE>

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.

       Gross  Profit.  Gross profit as a percentage  of revenues was 62% in the 
second  quarter of fiscal 1997 as compared  with 60% in the second  quarter of 
the prior year.  Gross  profit as a  percentage  of revenues  for the first six 
months of fiscal 1997 was 61% as compared with 60% for the first six months of 
fiscal 1996.

       Product gross profit as a percentage of revenues was 73% in the quarter, 
consistent  with the prior year.  Product gross profit increased  slightly  to 
74% in the first six months of fiscal 1997 from 73% in the first six months of 
the prior  year.  Service  gross profit as a percentage of revenues  increased 
to 35% in the second  quarter of fiscal 1997 from 31% in the second  quarter of 
the prior year.  Service  gross  profit  increased  to 33% for the first six 
months of fiscal  1997 from 29% in the first six months of the prior year.  The 
increase in service  gross profit in the three and six month  periods  ended 
March 29, 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
53% for the second  quarter and six month period ended March 29, 1997 as 
compared  to 49% for  comparable  periods in the prior year.  The  increase in 
expenses as a  percentage  of revenues results from lower than expected  
revenues,  as well as  investments  made in the Company's  international  
operations,  government and education division and in engineering.

       Sales and  marketing  expenses as a percentage  of revenues  increased to
36% in the three and six month periods ended March 29, 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 the 
Company's  investment in the  government and education  division.  The Company 
believes such investments are necessary to penetrate these markets successfully.

       Engineering,  research and development expenses as a percentage of 
revenues increased to 10% in the second quarter and six month period  ended  
March 29,  1997 as  compared  with 9% in the  second  quarter  and six month  
period of the prior  year.  The  growth in engineering,  research and 
development  expenses as a percentage of revenues results from the development 
of new products  primarily in the Windows and  client/server  environments.  
Expenses of $4.0 million and $2.9 million in the second  quarter of fiscal 1997 
and 1996 are net of capitalized  software  development  costs of $1.4 million 
and $.8 million,  respectively.  Expenses of $7.8 million and $5.5 million in 
the first six months of fiscal 1997 and 1996 are net of  capitalized  software  

<PAGE>

development  costs of $2.6  million and $1.5 million,  respectively.  The growth
in  spending on  capitalized  software  development  costs  principally  
reflects  enhancements of products released in the past three quarters.

       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 March 29, 1997,  amounted to $35.5  million as 
compared  with $36.3  million at September 30, 1996. As of those  dates,  
cash and  equivalents  and  marketable  securities  amounted to $32.5  million  
and $32.8  million,  respectively.  Cash generated from  operations  decreased 
to $6.9 million in the first six months of fiscal 1997 from $12.6 million in the
first six months of the prior year. The decrease in cash generated from  
operations is principally  due to changes in working  capital items,  primarily
the  Company's  investment  in its internal  lease  program and a reduction in  
compensation  and income tax related  obligations.  The Company's  investment in
equipment in the first six months of fiscal 1997 was  comparable to its  
investment in the first six 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 over the remainder 
of its fiscal year 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 
March 29, 1997.

         On April 16, 1997, the Company  announced that its Board of Directors 
had approved a stock  repurchase  program covering up to 500,000  shares of the 
Company's  common stock.  The Company  intends to use the shares for issuance  
under its employee stock purchase and stock option plans.


<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

<PAGE>

product transition.

         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.


<PAGE>


PART II. OTHER INFORMATION

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

         (a)   The 1997 Annual Meeting of  Stockholders of Kronos Incorporated 
               was held on January 31, 1997.

         (b)   At the Annual Meeting, W. Patrick Decker was elected as a
               Class II Director for a three-year term expiring in 2000.  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 three Class III Directors:  
               Messrs. Mark S. Ain, Richard Dumler and Samuel Rubinovitz.
               The tabulation of votes for the Director nominee was as follows:

                                              FOR       WITHHELD
               W. Patrick Decker            7,521,335     6,575

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

                                                                        BROKER
                                            FOR      AGAINST  ABSTAIN  NON-VOTES
         (i)   Ratification of the        7,517,765   3,251    6,894     ----
               selection of Ernst &
               Young LLP

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

         10    1992 Employee Stock Purchase Plan, as amended and restated

         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 March 29, 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)





May 13, 1997
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                               KRONOS INCORPORATED

                                  EXHIBIT INDEX



     Exhibit
     Number          Description

      10           1992 Employee Stock Purchase Plan, as amended and restated

      11           Statement re: Computation of Per Share Earnings

      27           Financial Data Schedule