SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





For the quarter ended   March 31, 2004           Commission file number 1-31763
                        --------------                                  -------




                             KRONOS WORLDWIDE, INC.
- -------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)




           Delaware                                             76-0294959
- -------------------------------                            -------------------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                            Identification No.)


             5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
- -------------------------------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)



Registrant's telephone number, including area code:             (972) 233-1700
                                                                --------------




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 and (2) has been subject to such filing requirements for
the past 90 days. Yes _X_  No___



Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes___   No_X_



Number of shares of the Registrant's common stock outstanding on April 30, 2004:
48,943,049.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                                      INDEX




                                                                     Page
                                                                    number

Part I.     FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Consolidated Balance Sheets -
             December 31, 2003 and March 31, 2004                      3

            Consolidated Statements of Income -
             Three months ended March 31, 2003 and 2004                5

            Consolidated Statements of Comprehensive Income -
             Three months ended March 31, 2003 and 2004                6

            Consolidated Statement of Stockholders' Equity -
             Three months ended March 31, 2004                         7

            Consolidated Statements of Cash Flows -
             Three months ended March 31, 2003 and 2004                8

            Notes to Consolidated Financial Statements                10

  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                      16

  Item 4.   Controls and Procedures                                   23

Part II.    OTHER INFORMATION

  Item 1.   Legal Proceedings                                         24

  Item 6.   Exhibits and Reports on Form 8-K                          24




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)



              ASSETS                                                              December 31,         March 31,
                                                                                      2003                2004
                                                                                  ------------        -----------

Current assets:
                                                                                                
  Cash and cash equivalents                                                       $   55,876          $   90,360
  Restricted cash and cash equivalents                                                 1,313                 845
  Accounts and other receivables                                                     156,212             183,583
  Refundable income taxes                                                             35,336              14,428
  Receivable from affiliates                                                           1,209                 601
  Inventories                                                                        266,020             227,530
  Prepaid expenses                                                                     4,456               4,520
  Deferred income taxes                                                                2,755               3,118
                                                                                  ----------          ----------

      Total current assets                                                           523,177             524,985
                                                                                  ----------          ----------

Other assets:
  Investment in TiO2 manufacturing joint venture                                     129,011             127,211
  Other                                                                               28,040              27,182
                                                                                  ----------          ----------

      Total other assets                                                             157,051             154,393
                                                                                  ----------          ----------

Property and equipment:
  Land                                                                                32,339              31,461
  Buildings                                                                          179,472             175,143
  Equipment                                                                          765,231             750,086
  Mining properties                                                                   63,701              61,160
  Construction in progress                                                             9,666               9,108
                                                                                  ----------          ----------
                                                                                   1,050,409           1,026,958
  Less accumulated depreciation and amortization                                     615,442             609,637
                                                                                  ----------          ----------

      Net property and equipment                                                     434,967             417,321
                                                                                  ----------          ----------

                                                                                  $1,115,195          $1,096,699
                                                                                  ==========          ==========







                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)



   LIABILITIES AND STOCKHOLDERS' EQUITY                                           December 31,         March 31,
                                                                                      2003               2004
                                                                                  ------------         ---------

Current liabilities:
                                                                                                
  Current maturities of long-term debt                                            $      288          $      279
  Accounts payable                                                                    97,446              61,908
  Accrued liabilities                                                                 69,218              75,784
  Payable to affiliates                                                                8,919               8,250
  Income taxes                                                                        12,354              12,681
  Deferred income taxes                                                                3,436               1,407
                                                                                  ----------          ----------

      Total current liabilities                                                      191,661             160,309
                                                                                  ----------          ----------

Noncurrent liabilities:
  Long-term debt                                                                     356,451             377,531
  Note payable to affiliate                                                          200,000             200,000
  Accrued pension costs                                                               68,161              67,846
  Accrued postretirement benefits costs                                               11,176              10,895
  Deferred income taxes                                                              113,143             108,796
  Other                                                                               14,727              14,318
                                                                                  ----------          ----------

      Total noncurrent liabilities                                                   763,658             779,386
                                                                                  ----------          ----------

Minority interest                                                                        525                 518
                                                                                  ----------          ----------

Stockholders' equity:
  Common stock                                                                           489                 489
  Additional paid-in capital                                                       1,060,157           1,060,157
  Retained deficit                                                                  (729,260)           (731,688)
  Accumulated other comprehensive loss:
    Currency translation                                                            (133,009)           (133,446)
    Pension liabilities                                                              (39,026)            (39,026)
                                                                                  ----------          ----------

      Total stockholders' equity                                                     159,351             156,486
                                                                                  ----------          ----------

                                                                                  $1,115,195          $1,096,699
                                                                                  ==========          ==========

Commitments and contingencies (Notes 8 and 10)


          See accompanying notes to consolidated financial statements.







                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 2003 and 2004

                      (In thousands, except per share data)


                                                                                   2003                2004
                                                                                   ----                ----

                                                                                              
Net sales                                                                       $ 252,973           $  263,267
Cost of sales                                                                     188,417              202,231
                                                                                ---------           ----------

    Gross margin                                                                   64,556               61,036

Selling, general and administrative expense                                        29,379               35,244
Other operating income (expense):
  Currency transaction gains (losses), net                                         (1,098)                 254
  Disposition of property and equipment                                               (61)                 (23)
  Other income                                                                        103                   14
  Corporate expense                                                                  (771)                (438)
                                                                                ---------           ----------

    Income from operations                                                         33,350               25,599

Other income (expense):
  Trade interest income                                                               163                  206
  Interest income from affiliates                                                     358                    -
  Other interest income                                                                36                  151
  Interest expense to affiliates                                                     (384)              (4,475)
  Interest expense                                                                 (7,983)              (9,215)
                                                                                ---------           ----------

    Income before income taxes and minority interest                               25,540               12,266

Provision for income taxes                                                          8,851                2,450

Minority interest in after-tax earnings                                                24                    8
                                                                                ---------           ----------

    Net income                                                                  $  16,665           $    9,808
                                                                                ---------           ----------

Basic and diluted net income per share                                          $     .34           $      .20
                                                                                =========           ==========

Basic and diluted weighted-average shares used in the calculation of
   net income per share                                                            48,943               48,943
                                                                                =========           ==========

          See accompanying notes to consolidated financial statements.




                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)




                                                                                   2003                2004
                                                                                   ----                ----

                                                                                               
Net income                                                                      $  16,665            $   9,808

Other comprehensive income (loss), net of tax - currency
   translation adjustment                                                           3,699                 (437)
                                                                                ---------            ---------

          Comprehensive income                                                  $  20,364            $   9,371
                                                                                =========            =========


          See accompanying notes to consolidated financial statements.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2004

                                 (In thousands)



                                                                                Accumulated other
                                                                                comprehensive loss
                                               Additional                   --------------------------         Total
                                   Common        paid-in      Retained       Currency         Pension      stockholders'
                                    stock        capital       deficit      translation     liabilities       equity
                                  --------    -----------    -----------   -------------   ------------    -------------

                                                                                           
 Balance at December 31, 2003      $  489      $1,060,157     $(729,260)     $(133,009)      $(39,026)       $159,351

 Net income                          -               -            9,808           -              -              9,808

 Dividends                           -               -          (12,236)          -              -            (12,236)

 Other comprehensive loss            -               -             -              (437)          -               (437)
                                   ------      ----------     ---------      ---------       --------        --------

 Balance at March 31, 2004         $  489      $1,060,157     $(731,688)     $(133,446)      $(39,026)       $156,486
                                   ======      ==========     =========      =========       ========        ========

          See accompanying notes to consolidated financial statements.





                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)




                                                                                      2003           2004
                                                                                     ------         ------


Cash flows from operating activities:
                                                                                           
  Net income                                                                       $ 16,665      $  9,808
  Depreciation and amortization                                                       9,520        11,038
  Noncash interest expense                                                              528           619
  Deferred income taxes                                                               4,246        (1,357)
  Minority interest                                                                      24             8
  Net loss from disposition of property and equipment                                    61            23
  Pension cost, net                                                                  (1,051)        1,027
  Distributions from (contributions to) TiO2 manufacturing joint venture, net        (1,250)        1,800
  Other postretirement benefits, net                                                   (314)         (258)
  Other, net                                                                              -           700
  Change in assets and liabilities:
    Accounts and other receivables                                                  (28,457)      (31,008)
    Inventories                                                                      18,702        33,494
    Prepaid expenses                                                                  1,581           (66)
    Accounts payable and accrued liabilities                                        (29,577)      (27,339)
    Income taxes                                                                        405        21,286
    Accounts with affiliates                                                          2,077           279
    Other, net                                                                          801          (940)
                                                                                   --------      --------

        Net cash provided by (used in) operating activities                          (6,039)       19,114
                                                                                   --------      --------

Cash flows from investing activities:
  Capital expenditures                                                               (6,503)       (4,501)
  Change in restricted cash equivalents                                              (1,009)          556
  Other, net                                                                             42            30
                                                                                   --------      --------

        Net cash used in investing activities                                        (7,470)       (3,915)
                                                                                   --------      --------

Cash flows from financing activities:
  Indebtedness:
    Borrowings                                                                       16,106        99,968
    Principal payments                                                                 (342)      (67,468)
    Repayment of loans from affiliates                                                8,000          -
  Dividends paid                                                                       -          (12,236)
  Other capital transactions with affiliates, net                                   (11,400)         -
                                                                                   --------      --------
        Net cash provided by financing activities                                    12,364        20,264
                                                                                   --------      --------












                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 2003 and 2004

                                 (In thousands)



                                                                     2003              2004
                                                                   ------             ------


Cash and cash equivalents - net change from:
                                                                              
  Operating, investing and financing activities                   $ (1,145)         $ 35,463
  Currency translation                                                 421              (979)
Cash and cash equivalents at beginning of period                    40,685            55,876
                                                                  --------          --------

Cash and cash equivalents at end of period                        $ 39,961          $ 90,360
                                                                  ========          ========


Supplemental disclosures - cash paid (received) for:
    Interest, net of amounts capitalized                          $  1,056          $  5,559
    Income taxes, net                                                3,041           (18,165)




          See accompanying notes to consolidated financial statements.






                     KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Organization and basis of presentation:

     Kronos Worldwide,  Inc.  ("Kronos") (NYSE: KRO) is a 50.5% owned subsidiary
of NL Industries,  Inc.  (NYSE:  NL) at March 31, 2004. NL conducts its titanium
dioxide pigments ("TiO2")  operations  through Kronos. At March 31, 2004, Valhi,
Inc. and a  wholly-owned  subsidiary of Valhi,  held  approximately  83% of NL's
outstanding  common stock,  and Contran  Corporation and its  subsidiaries  held
approximately 90% of Valhi's  outstanding common stock. At March 31, 2004, Valhi
and a  wholly-owned  subsidiary  of Valhi  held an  additional  43.3% of Kronos'
outstanding  common stock.  Substantially  all of Contran's  outstanding  voting
stock is held by trusts  established  for the  benefit of certain  children  and
grandchildren of Harold C. Simmons,  of which Mr. Simmons is sole trustee, or is
held by Mr. Simmons or persons or other  entities  related to Mr.  Simmons.  Mr.
Simmons,  the Chairman of the Board of Valhi,  Contran and the  Company,  may be
deemed to control each of such companies.

     The  consolidated  balance  sheet of Kronos at  December  31, 2003 has been
condensed from the Company's audited  consolidated  financial statements at that
date. The  consolidated  balance sheet at March 31, 2004,  and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim periods ended March 31, 2003 and 2004, have been prepared by the
Company,  without audit,  in accordance  with  accounting  principles  generally
accepted in the United States of America ("GAAP"). In the opinion of management,
all adjustments,  consisting only of normal recurring adjustments,  necessary to
present fairly the consolidated  financial  position,  results of operations and
cash flows have been made.

     The  results of  operations  for the interim  periods  are not  necessarily
indicative  of the  operating  results for a full year or of future  operations.
Certain  information  normally  included  in  financial  statements  prepared in
accordance  with GAAP has been  condensed  or omitted,  and  certain  prior year
amounts have been reclassified to conform to the current year presentation.  The
accompanying  consolidated  financial  statements  should be read in conjunction
with the Company's  Annual  Report on Form 10-K for the year ended  December 31,
2003 (the "2003 Annual Report").

     The Company  has not issued any stock  options to  purchase  Kronos  common
stock. However, certain employees of the Company have been granted options by NL
to purchase NL common stock. As disclosed in the 2003 Annual Report, the Company
accounts for  stock-based  employee  compensation  in accordance with Accounting
Principles  Board  Opinion  ("APBO")  No. 25,  "Accounting  for Stock  Issued to
Employees," and its various interpretations.  Under APBO No. 25, no compensation
cost is generally recognized for fixed stock options in which the exercise price
is greater than or equal to the market  price on the grant date.  Prior to 2003,
the  Company  commenced  accounting  for its stock  options  using the  variable
accounting  method of APBO No. 25,  which  requires the  intrinsic  value of all
unexercised  stock options  (including  stock options with an exercise  price at
least  equal to the  market  price on the date of  grant)  to be  accrued  as an
expense,  with subsequent  increases  (decreases) in the Company's  market price
resulting in recognition of additional compensation expense (income).  Aggregate
compensation  expense  related  to NL stock  options  held by  employees  of the
Company was $200,000 in the first quarter of 2003 and approximately  $700,000 in
the first quarter of 2004.

     The following  table presents what the Company's  consolidated  net income,
and related per share amounts,  would have been in the first quarter of 2003 and
2004 if the Company and its  subsidiaries  and  affiliates  had each  elected to
account for their respective  stock-based employee compensation related to stock
options in accordance with the fair value-based  recognition  provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  for all awards  granted
subsequent to January 1, 1995.




                                                                                Three months ended March 31,
                                                                              ------------------------------
                                                                                2003                  2004
                                                                              -------               -------
                                                                                   (In millions, except
                                                                                    per share amounts)

                                                                                               
Net income as reported                                                          $16.6                $ 9.8

Adjustments, net of applicable income
 tax effects and minority interest:
  Stock-based employee compensation expense
   determined under APBO No. 25                                                    .2                   .5
  Stock-based employee compensation expense
   determined under SFAS No. 123                                                  (.1)                  -
                                                                                -----                -----

Pro forma net income                                                            $16.7                $10.3
                                                                                =====                =====

Basic and diluted earnings per share:
  As reported                                                                   $ .34                $ .20
  Pro forma                                                                       .34                  .21


     The  Company  has  complied  with the  consolidation  requirements  of FASB
Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," as amended, as of March 31, 2004. See Note 11.

Note 2 - Accounts and other receivables:


                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

                                                                                                
Trade receivables                                                                 $147,029            $176,130
Recoverable VAT and other receivables                                               12,103              10,348
Allowance for doubtful accounts                                                     (2,920)             (2,895)
                                                                                  --------            --------

                                                                                  $156,212            $183,583
                                                                                  ========            ========


Note 3 - Inventories:


                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

                                                                                                
Raw materials                                                                     $ 61,959            $ 31,591
Work in process                                                                     19,855              18,135
Finished products                                                                  147,270             142,175
Supplies                                                                            36,936              35,629
                                                                                  --------            --------

                                                                                  $266,020            $227,530
                                                                                  ========            ========




Note 4 - Other noncurrent assets:


                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

                                                                                                
Deferred financing costs, net                                                     $ 10,417            $  9,695
Restricted marketable debt securities                                                2,586               2,458
Unrecognized net pension obligations                                                13,747              13,747
Other                                                                                1,290               1,282
                                                                                  --------            --------

                                                                                  $ 28,040            $ 27,182
                                                                                  ========            ========


Note 5 - Accrued liabilities:



                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

                                                                                                
Employee benefits                                                                 $ 31,732            $ 28,800
Interest                                                                               207               8,043
Other                                                                               37,279              38,941
                                                                                  --------            --------

                                                                                  $ 69,218            $ 75,784
                                                                                  ========            ========



Note 6 - Long-term debt:


                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

Kronos International, Inc. and subsidiaries:
                                                                                                
  Senior Secured Notes                                                            $356,136            $345,848
  Revolving credit facility                                                              -              31,551
  Other                                                                                603                 411
                                                                                  --------            --------

                                                                                   356,739             377,810
Less current maturities                                                                288                 279
                                                                                  --------            --------

                                                                                  $356,451            $377,531
                                                                                  ========            ========


     During the first quarter of 2004, certain of Kronos' operating subsidiaries
in Europe  borrowed a net Euro 26 million ($32 million when borrowed)  under the
European revolving credit facility at an interest rate of 3.8%.

Note 7 - Other noncurrent liabilities:


                                                                                December 31,          March 31,
                                                                                   2003                 2004
                                                                                -----------          ----------
                                                                                         (In thousands)

                                                                                                
Employee benefits                                                                 $  4,849            $  4,663
Insurance                                                                            1,673               1,957
Other                                                                                8,205               7,698
                                                                                  --------            --------

                                                                                  $ 14,727            $ 14,318
                                                                                  ========            ========




Note 8 - Provision for income taxes:


                                                                                     Three months ended
                                                                                          March 31,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In millions)

                                                                                              
Expected tax expense                                                             $ 8.9              $ 4.3
Incremental U.S. tax and rate differences on                                                          (.1)
 equity in earnings of non-tax group companies                                      .9
Non-U.S. tax rates                                                                  .1                 .1
Change in deferred income tax valuation                                                              (3.0)
  allowance, net                                                                   (.7)
Other, net                                                                         (.4)               1.2
                                                                                 -----              -----

                                                                                 $ 8.8              $ 2.5
                                                                                 =====              =====


     In the first quarter of 2003, Kronos  International,  Inc.  ("KII"),  which
conducts  Kronos' TiO2 operations in Europe,  was notified by the German Federal
Fiscal Court (the "Court") that the Court had ruled in KII's favor  concerning a
claim for refund suit in which KII sought refunds of prior taxes paid during the
periods 1990 through 1997.  KII and the Company's  German  operating  subsidiary
were  required to file  amended tax returns with the German tax  authorities  to
receive  refunds  for such years,  and all of such  amended  returns  were filed
during 2003.  Such amended  returns  reflected an aggregate  refund of taxes and
related  interest to the  Company's  German  operating  subsidiary of euro 103.2
million ($123.0  million),  and an aggregate  additional  liability of taxes and
related interest to KII of Euro 91.9 million ($109.6  million).  Assessments and
refunds will be processed by year as the respective  returns are reviewed by the
tax authorities.  Certain interest  components may also be refunded  separately.
The German tax  authorities  have reviewed and accepted the amended  return with
respect  to the 1990 tax  year.  Through  April  2004,  KII's  German  operating
subsidiary  received  net  refunds  of Euro 16.3  million  ($20.3  million  when
received).  KII believes it will receive the net refunds for the remaining years
during 2004. In addition to the refunds for the 1990 to 1997 periods,  the court
ruling also resulted in a refund of 1999 income taxes and interest for which the
Company  received euro 21.5 million ($24.6  million) in 2003. KII recognized the
aggregate  euro 32.8  million ($38  million)  benefit of such net refunds in its
2003 results of operations.

     Certain of the Company's  U.S. and non-U.S.  tax returns are being examined
and tax authorities have or may propose tax  deficiencies,  including  penalties
and interest. For example:

o    Kronos has received a preliminary  tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of approximately  Euro 6 million ($8 million at March 31, 2004).
     Kronos  has  filed  a  protest  to  this  assessment  and  believes  that a
     significant  portion of the  assessment is without  merit.  The Belgian tax
     authorities  have filed a lien on the fixed assets of Kronos'  Belgian TiO2
     operations  in  connection  with this  assessment.  In April  2003,  Kronos
     received a notification from the Belgian tax authorities of their intent to
     assess a tax  deficiency  related  to 1999  that,  including  interest,  is
     expected to be approximately Euro 13 million ($16 million). Kronos believes
     the proposed  assessment is  substantially  without  merit,  and Kronos has
     filed a written  response.

o    The  Norwegian  tax  authorities  have  notified  Kronos of their intent to
     assess tax deficiencies of  approximately  kroner 12 million ($2 million at
     March 31,  2004)  relating  to the years  1998 to 2000.  Kronos has filed a
     written protest to this proposed assessment.

     No  assurance  can be given that these tax matters  will be resolved in the
Company's  favor in view of the inherent  uncertainties  involved in  settlement
initiatives,  court  and  tax  proceedings.  The  Company  believes  that it has
provided  adequate  accruals for additional  taxes and related  interest expense
which may  ultimately  result from all such  examinations  and believes that the
ultimate  disposition of such  examinations  should not have a material  adverse
effect  on  its  consolidated  financial  position,  results  of  operations  or
liquidity.

Note 9 - Employee benefit plans:

     The components of net periodic  defined  benefit pension cost are presented
in the table below.


                                                                                     Three months ended
                                                                                          March 31,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In thousands

                                                                                              
Service cost benefits                                                             $ 1,239           $ 1,611
Interest cost on projected benefit obligations                                      3,692             4,328
Expected return on plan assets                                                     (4,142)           (3,832)
Amortization of prior service cost                                                     87               141
Amortization of net transition obligations                                            187               160
Recognized actuarial losses                                                           307               742
                                                                                  -------           -------

                                                                                  $ 1,370           $ 3,150
                                                                                  =======           =======


     The components of net periodic  postretirement benefits other than pensions
("OPEB") cost are presented in the table below.


                                                                                     Three months ended
                                                                                          March 31,
                                                                                 --------------------------
                                                                                   2003              2004
                                                                                  -----             -----
                                                                                       (In thousands

                                                                                              
Service cost                                                                      $    35           $    57
Interest cost                                                                         166               181
Amortization of prior service credit                                                 (264)             (183)
Recognized actuarial losses                                                            20                39
                                                                                  -------           -------

                                                                                  $  (43)           $    94


Note 10 - Commitments and contingencies:

     In May 2004,  the court ruled and,  among other  things,  imposed a fine of
euro  200,000  against  the Company  and fines  ranging  from euro 1,000 to euro
25,000 against various employees of the Company, the liability of which has been
undertaken  by  the  Company,  in  the  previously-reported   matter  concerning
fatalities at the Company's  Belgian  facility.  The Company plans to appeal the
ruling.

     In addition to the litigation  described above, the Company is from time to
time  also  involved  in  various  other  environmental,   contractual,  product
liability,  patent (or intellectual  property),  employment and other claims and
disputes incidental to its present and former businesses.  In certain cases, the
Company has insurance  coverage for such items. The Company  currently  believes
the  disposition  of all claims and disputes  individually  or in the aggregate,
should  not  have  a  material  adverse  effect  on the  Company's  consolidated
financial condition, results of operations or liquidity.

Note 11 - Accounting principle newly adopted in 2004:

     The Company  complied with the  consolidation  requirements of FIN No. 46R,
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51,"
as amended, as of March 31, 2004. The Company does not have any involvement with
any variable interest entity (as that term is defined in FIN No. 46R) covered by
the scope of FIN No. 46R,  and  therefore  the impact to the Company of adopting
the consolidation requirements of FIN No. 46R was not material.






ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Executive summary

     Relative  changes in the  Company's  TiO2 sales and income from  operations
during the first three months of 2003 and 2004 are primarily due to (i) relative
changes in TiO2  average  selling  prices and (ii)  relative  changes in foreign
currency  exchange rates.  Selling prices were generally  increasing  during the
first quarter of 2003, were generally flat during the second quarter of 2003 and
were generally  decreasing  during the third and fourth quarters of 2003 and the
first quarter of 2004.

Forward-looking information

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "could,"  "anticipates,"  "expects" or comparable  terminology,  or by
discussions  of  strategies  or trends.  Although the Company  believes that the
expectations  reflected in such  forward-looking  statements are reasonable,  it
cannot give any  assurances  that these  expectations  will prove to be correct.
Such statements by their nature involve substantial risks and uncertainties that
could  significantly  impact expected  results,  and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors,  the Company  continues to face many
risks and  uncertainties.  Among the  factors  that could  cause  actual  future
results to differ materially are the risks and  uncertainties  discussed in this
Quarterly  Report and those  described from time to time in the Company's  other
filings with the Securities and Exchange  Commission ("SEC") including,  but not
limited to, the following:

o    Future supply and demand for the Company's products,
o    The cyclicality of the Company's businesses,
o    Customer  inventory  levels  (such as the  extent  to which  the  Company's
     customers may, from time to time,  accelerate  purchases of TiO2 in advance
     of  anticipated  price  increases or defer  purchases of TiO2 in advance of
     anticipated price decreases),
o    Changes in raw material and other operating costs (such as energy costs),
o    The possibility of labor disruptions,
o    General global  economic and political  conditions  (such as changes in the
     level of gross  domestic  product in  various  regions of the world and the
     impact of such changes on demand for TiO2),
o    Competitive products and substitute products,
o    Customer and competitor strategies,
o    The impact of pricing and production decisions,
o    Competitive technology positions,
o    Fluctuations  in currency  exchange  rates (such as changes in the exchange
     rate between the U.S. dollar and each of the euro, the Norwegian kroner and
     the Canadian dollar),
o    Operating  interruptions  (including,  but not limited to, labor  disputes,
     leaks,   fires,   explosions,   unscheduled   or  unplanned   downtime  and
     transportation interruptions),
o    The ability of the Company to renew or refinance credit facilities,
o    The ultimate  outcome of income tax audits,  tax settlement  initiatives or
     other tax matters,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
     standards for existing and new facilities),
o    Government laws and regulations and possible changes therein,
o    The ultimate resolution of pending litigation and
o    Possible future litigation.

     Should one or more of these risks  materialize (or the consequences of such
a development  worsen),  or should the underlying  assumptions  prove incorrect,
actual results could differ  materially from those  forecasted or expected.  The
Company   disclaims  any  intention  or  obligation  to  update  or  revise  any
forward-looking statement whether as a result of new information,  future events
or otherwise.



                                                                             Three months ended
                                                                                 March 31,
                                                                           ------------------------          %
                                                                              2003            2004        Change
                                                                             -----           -----       -------
                                                                                     (In millions, except
                                                                                    percentage and volumes)

                                                                                                     
Net sales                                                                   $253.0          $263.3           +4%
Cost of sales                                                                188.4           202.3           +7%
                                                                            ------          ------

Gross margin                                                                  64.6            61.0           -6%

Selling, general and administrative expense                                  (29.4)          (35.2)
Currency transaction gains (losses), net                                      (1.1)             .2
Other income                                                                    .1              -
Corporate expense                                                              (.8)            (.4)
                                                                            ------          ------

Income from operations                                                      $ 33.4          $ 25.6          -23%
                                                                            ======          ======

TiO2 data:

  Percent change in average selling prices:
      Using actual foreign currency exchange rates                                                           +4%
      Impact of changes in foreign currency exchange rates                                                   -8%
                                                                                                            ----

      In billing currencies                                                                                  -4%
                                                                                                            ====

  Sales volumes*                                                             118             118
  Production volumes*                                                        117             117


________________________________

     *   Thousands of metric tons


     Kronos'  sales  increased  $10.3  million (4%) in the first quarter of 2004
compared to the first quarter of 2003, as the favorable  effect of  fluctuations
in foreign currency  exchange rates,  which increased sales by approximately $21
million (as more fully  discussed  below),  more than offset the impact of lower
average TiO2 selling  prices.  Excluding the effect of fluctuations in the value
of the U.S.  dollar  relative to other  currencies,  the Company's  average TiO2
selling prices in billing  currencies in the first quarter of 2004 were 4% lower
than the first quarter of 2003.  When  translated  from billing  currencies into
U.S. dollars using actual foreign currency  exchange rates prevailing during the
respective periods,  Kronos' average TiO2 selling prices in the first quarter of
2004 were 4% higher  compared to the first  quarter of 2003.  Kronos' TiO2 sales
volumes in the first quarter of 2004 approximated  Kronos' TiO2 sales volumes in
the first quarter of 2003.

     The Company's  sales are denominated in various  currencies,  including the
U.S. dollar, the euro, other major European  currencies and the Canadian dollar.
The  disclosure of the percentage  change in the Company's  average TiO2 selling
prices in billing  currencies (which excludes the effects of fluctuations in the
value  of the  U.S.  dollar  relative  to  other  currencies)  is  considered  a
"non-GAAP" financial measure under regulations of the SEC. The disclosure of the
percentage  change in the  Company's  average TiO2  selling  prices using actual
foreign  currency  exchange rates  prevailing  during the respective  periods is
considered  the  most  directly   comparable   financial  measure  presented  in
accordance with accounting  principles  generally  accepted in the United States
("GAAP measure").  The Company discloses  percentage changes in its average TiO2
prices in billing  currencies  because  the  Company  believes  such  disclosure
provides  useful  information to investors to allow them to analyze such changes
without  the  impact of  changes in foreign  currency  exchange  rates,  thereby
facilitating  period-to-period  comparisons  of the relative  changes in average
selling prices in the actual various  billing  currencies.  Generally,  when the
U.S.  dollar  either  strengthens  or  weakens  against  other  currencies,  the
percentage change in average selling prices in billing currencies will be higher
or lower,  respectively,  than such  percentage  changes  would be using  actual
exchange rates prevailing during the respective periods.  The difference between
the 4% increase in the  Company's  average TiO2 selling  prices during the first
quarter  2004 as  compared  to the same  period  in 2003  using  actual  foreign
currency  exchange  rates  prevailing  during the  respective  periods (the GAAP
measure) and the 4% decrease in the  Company's  average  TiO2  selling  price in
billing  currencies  (the  non-GAAP  measure)  during such periods is due to the
effect of changes in foreign  currency  exchange rates. The above table presents
in a tabular  format (i) the  percentage  change in the  Company's  average TiO2
selling prices using actual foreign currency  exchange rates  prevailing  during
the  respective  periods (the GAAP measure),  (ii) the percentage  change in the
Company's  average  TiO2  selling  prices in billing  currencies  (the  non-GAAP
measure)  and (iii) the  percentage  change due to  changes in foreign  currency
exchange  rates (or the  reconciling  item between the non-GAAP  measure and the
GAAP measure).

     The  Company's  cost of sales  increased  $13.9  million  (7%) in the first
quarter of 2004 compared to the first quarter of 2003 largely due to the effects
of translating  foreign currencies  (primarily the euro) into U.S. dollars. As a
result of the lower  average  TiO2  selling  prices in billing  currencies,  the
Company's cost of sales, as a percentage of net sales, increased from 74% in the
first  quarter  of  2003 to 77% in the  first  quarter  of  2004.  Kronos'  TiO2
production  volumes  in the first  quarter  of 2004  approximated  Kronos'  TiO2
production  volumes in the first quarter of 2003, with operating rates near full
capacity in both periods.

     The Company's  gross margins for the first quarter of 2004  decreased  $3.6
million (6%) from the first quarter of 2003 as the  unfavorable  effect of lower
average  TiO2  selling  prices  more than offset the  favorable  effect on gross
margin resulting from relative changes in foreign currency exchange rates.

     Selling,  general and administrative  expenses increased $5.9 million (20%)
in the first  quarter of 2004 as compared to the  corresponding  period in 2003.
This  increase  is largely  attributable  to the impact of  translating  foreign
currencies  (primarily  the  euro)  into  U.S.  dollars  as  well  as  increased
compensation  costs  associated with options to purchase NL common stock held by
employees of the Company.

     The Company  has  substantial  operations  and assets  located  outside the
United  States  (particularly  in  Germany,   Belgium,  Norway  and  Canada).  A
significant amount of the Company's sales generated from its non-U.S. operations
are denominated in currencies  other than the U.S.  dollar,  primarily the euro,
other major European currencies and the Canadian dollar. In addition,  a portion
of the Company's sales generated from its non-U.S. operations are denominated in
the  U.S.   dollar.   Certain  raw  materials,   primarily   titanium-containing
feedstocks,  are  purchased in U.S.  dollars,  while labor and other  production
costs  are  denominated  primarily  in  local  currencies.   Consequently,   the
translated  U.S.  dollar  value of the  Company's  foreign  sales and  operating
results are subject to currency exchange rate  fluctuations  which may favorably
or  adversely  impact  reported  earnings  and may affect the  comparability  of
period-to-period  operating results.  Overall,  fluctuations in the value of the
U.S. dollar  relative to other  currencies,  primarily the euro,  increased TiO2
sales in the first  quarter of 2004  approximately  $21 million  compared to the
same period in 2003.  Fluctuations  in the value of the U.S.  dollar relative to
other currencies  similarly impacted the Company's foreign  currency-denominated
operating  expenses.  The Company's  operating costs that are not denominated in
the U.S.  dollar,  when translated into U.S.  dollars,  were higher in the first
quarter of 2004 compared to the first quarter of 2003.  Overall,  the net impact
of  currency  exchange  rate  fluctuations  on the  Company's  operating  income
comparisons  was not significant in the first quarter of 2004 as compared to the
same period in 2003.

Outlook

     The Company expects its TiO2 sales and production  volumes to be higher for
the full year 2004 as compared  to 2003.  The  Company's  average  Ti02  selling
price,  which  declined  during the second half of 2003 and the first quarter of
2004, is expected to cease to decline sometime during the second quarter of 2004
and should rise thereafter.  Nevertheless,  the Company expects its average TiO2
selling prices, in billing currencies,  to be lower in 2004 as compared to 2003.
Overall, the Company expects its gross margin in 2004 to be lower than 2003. The
Company's  expectations  as to the future  prospects of the Company and the TiO2
industry  are based  upon a number of  factors  beyond  its  control,  including
worldwide  growth of gross domestic  product,  competition  in the  marketplace,
unexpected  or   earlier-than-expected   capacity  additions  and  technological
advances.  If actual  developments differ from the Company's  expectations,  the
Company's results of operations could be unfavorably affected.

Other income (expense)


                                                                         Three months ended
                                                                               March 31,
                                                                     -------------------------
                                                                        2003            2004       Difference
                                                                       -----           -----      -----------
                                                                                    (In millions)

                                                                                           
Trade interest income                                                 $   .2         $   .2         $   -
Interest income from affiliates                                           .4             -             (.4)
Other interest income                                                   -                .2             .2
Interest expense to affiliates                                           (.4)          (4.5)          (4.1)
Other interest expense                                                  (8.0)          (9.2)          (1.2)
                                                                      ------         ------         ------

                                                                      $ (7.8)        $(13.3)        $ (5.5)
                                                                      ======         ======         ======


     Interest  expense  to  affiliates  increased  $4.1  million  from the first
quarter  of 2003 to $4.5  million  in the first  quarter of 2004 due to the $200
million  long-term  note payable to NL, which was  distributed to NL in December
2003. Because of such December 2003 distribution, interest expense to affiliates
is expected to continue to be higher during the remainder of 2004 as compared to
the same periods in 2003.

     Kronos has a significant amount of outstanding  indebtedness denominated in
the euro,  including  KII's Euro 285 million Senior Secured Notes.  Accordingly,
the reported amount of interest  expense will vary depending on relative changes
in foreign currency exchange rates.  Other interest expense in the first quarter
of 2004 was $9.2 million,  an increase of $1.2 million from the first quarter of
2003.  The increase was due  primarily to relative  changes in foreign  currency
exchange rates,  which increased the U.S. dollar  equivalent of interest expense
on the KII  Senior  Secured  Notes by  approximately  $1.1  million in the first
quarter  of  2004  as  compared  to the  first  quarter  of  2003.  Assuming  no
significant  change in interest rates or foreign currency exchange rates,  other
interest  expense for the full-year 2004 is expected to be slightly  higher than
amounts for the same periods in 2003.

Provision for income taxes

     The principal  reasons for the difference  between the Company's  effective
income tax rates and the U.S.  federal  statutory income tax rates are explained
in Note 8 to the Consolidated Financial Statements.

     During the first quarter of 2004, the Company  reduced its deferred  income
tax asset valuation  allowance by approximately $3 million primarily as a result
of  utilization  of certain  income tax attributes for which the benefit had not
previously been recognized.

     At March 31,  2004,  Kronos had the  equivalent  of $606  million of German
income tax loss  carryforwards  with no  expiration  date.  However,  Kronos has
provided a deferred income tax asset valuation  allowance against  substantially
all of this loss carryforward because Kronos does not currently believe it meets
the  "more-likely-than-not"  recognition criteria. Kronos periodically evaluates
the  "more-likely-than-not"  recognition  criteria with respect to such tax loss
carryforwards,  and it is possible  that in the future  Kronos may conclude such
carryforwards  do meet the  recognition  criteria,  at which time  Kronos  would
reverse all or a portion of such deferred tax asset valuation allowance.

     In  January  2004,  the  German  federal  government  enacted  new  tax law
amendments  that limit the annual  utilization of income tax loss  carryforwards
effective  January 1, 2004. While the new law did not  significantly  affect the
Company's income tax expense and cash tax payments in the first quarter of 2004,
it could  have a  significant  effect in the  future  depending  on the level of
income earned in Germany.

Recently adopted accounting principle

         See Note 11 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES:

Consolidated cash flows

     The  Company's  consolidated  cash  flows  from  operating,  investing  and
financing  activities  for the three  months  ended  March 31, 2003 and 2004 are
presented below:






                                                                                       Three months ended
                                                                                             March 31,
                                                                                    ------------------------
                                                                                     2003               2004
                                                                                    ------             -----
                                                                                          (In millions)

Net cash provided (used) by:
                                                                                                
  Operating activities                                                             $ (6.0)            $ 19.1
  Investing activities                                                               (7.5)              (3.9)
  Financing activities                                                               12.4               20.3
                                                                                   ------             ------

    Net cash provided (used) by operating, investing and financing activities      $ (1.1)            $ 35.5
                                                                                   ======             ======


Operating activities

     The TiO2 industry is cyclical and changes in economic conditions within the
industry  significantly  impact the  earnings  and  operating  cash flows of the
Company. Cash flow from operations is considered the primary source of liquidity
for the Company. Changes in TiO2 pricing, production volume and customer demand,
among other things, could significantly affect the liquidity of the Company.

     Relative changes in assets and liabilities generally result from the timing
of production,  sales, purchases and income tax payments.  Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period from when the underlying cash transaction  occurs. For example,
raw  materials  may be  purchased  in one  period,  but the payment for such raw
materials may occur in a subsequent period. Similarly,  inventory may be sold in
one period,  but the cash collection of the receivable may occur in a subsequent
period.

     Cash flows for operating activities increased from $6.0 million used in the
first quarter of 2003 to $19.1 million of cash provided by operating  activities
in the first quarter of 2004.  This $25.1 million  increase was due primarily to
the  net  effects  of  (i)  lower  net  income  of  $6.9  million,  (ii)  higher
depreciation expense of $1.5 million,  (iii) lower deferred income taxes of $5.6
million, (iv) higher net distributions from the TiO2 manufacturing joint venture
of $1.8  million  in the first  quarter  of 2004  compared  to $1.3  million  in
contributions  in the first quarter of 2003, (v) a lower amount of net cash used
in relative  changes in the  Company's  inventories,  receivables,  payables and
accruals and accounts  with  affiliates of $12.7 million in the first quarter of
2004 as  compared  to the first  quarter  of 2003 and (vi)  lower  cash paid for
income  taxes of $21.2  million.  Relative  changes in accounts  receivable  are
affected by, among other things,  the timing of sales and the  collection of the
resulting receivables.  Relative changes in inventories and accounts payable and
accrued  liabilities  are  affected by,  among other  things,  the timing of raw
material  purchases  and  the  payment  for  such  purchases  and  the  relative
difference between production volume and sales volume.

Investing and financing activities

     The Company's  capital  expenditures  were $6.5 million and $4.5 million in
the first three months of 2003 and 2004, respectively.

     In the first  quarter  of 2004 KII's  operating  subsidiaries  in  Germany,
Belgium and Norway  borrowed a net Euro 26 million ($32  million when  borrowed)
under the European revolving credit facility at an interest rate of 3.8%.

     In the first quarter of 2004, the Company paid a regular quarterly dividend
to  stockholders  of $.25 per  share,  aggregating  $12.2  million.

Cash,  cash  equivalents,   restricted  cash  and  restricted   marketable  debt
securities and borrowing availability

     At March 31, 2004,  the Company and its  subsidiaries  had (i) current cash
and cash equivalents  aggregating  $90.4 million ($40.4 million held by non-U.S.
subsidiaries),  (ii) current  restricted cash  equivalents of $800,000 and (iii)
noncurrent  restricted  marketable debt securities of $2.5 million. At March 31,
2004,  certain of the  Company's  subsidiaries  had  approximately  $121 million
available for borrowing with  approximately $76 million available under non-U.S.
credit facilities (including approximately $63 million under the European Credit
Facility and $9.7 million  under  Kronos'  Canadian  bank credit  facility)  and
approximately $45 million available under the U.S. Credit Facility. At March 31,
2004, KII had  approximately  $12 million available for payment of dividends and
other restricted payments as defined in the Senior Secured Notes indenture.

Litigation matters

     See Note 10 to the Consolidated  Financial  Statements and Part II, Item 1,
"Legal Proceedings."

Income tax contingencies

     See Note 8 to the Consolidated  Financial Statements for certain income tax
examinations  currently underway with respect to certain of the Company's income
tax returns in various U.S. and non-U.S. jurisdictions.

Other matters

     The Company periodically evaluates its liquidity requirements,  alternative
uses of  capital,  its  dividend  policy,  capital  needs  and  availability  of
resources in view of, among other things, its dividend policy,  debt service and
capital expenditure requirements and estimated future operating cash flows. As a
result of this  process,  the Company has in the past and may in the future seek
to reduce, refinance,  repurchase or restructure indebtedness,  raise additional
capital,  issue additional  securities,  repurchase  shares of its common stock,
modify its dividend policy,  restructure ownership interests,  sell interests in
subsidiaries or other assets, or take a combination of such steps or other steps
to manage its  liquidity  and  capital  resources.  In the normal  course of its
business, the Company may review opportunities for the acquisition, divestiture,
joint venture or other business  combinations in the chemicals industry or other
industries,  as well as the acquisition of interests in related entities. In the
event of any such  transaction,  the Company may  consider  using its  available
cash, issuing its equity securities or increasing its indebtedness to the extent
permitted by the agreements governing the Company's existing debt.

Non-GAAP financial measures

     In an effort to provide investors with additional information regarding the
Company's results of operations as determined by GAAP, the Company has disclosed
certain  non-GAAP   information  which  the  Company  believes  provides  useful
information to investors.

o    The Company discloses percentage changes in its average TiO2 selling prices
     in billing  currencies,  which  excludes  the  effects of foreign  currency
     translation.  The Company  believes  disclosure of such percentage  changes
     allows  investors to analyze such changes  without the impact of changes in
     foreign  currency  exchange rates,  thereby  facilitating  period-to-period
     comparisons of the relative changes in average selling prices in the actual
     various  billing  currencies.   Generally,  when  the  U.S.  dollar  either
     strengthens or weakens against other  currencies,  the percentage change in
     average  selling  prices  in  billing  currencies  will be higher or lower,
     respectively,  than such percentage  changes would be using actual exchange
     rates prevailing during the respective periods.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term "disclosure controls and procedures," as defined by regulations of the SEC,
means controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits to the
SEC under the  Securities  Exchange  Act of 1934,  as amended  (the  "Act"),  is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed by the Company in the reports that it files or submits
to the SEC  under  the Act is  accumulated  and  communicated  to the  Company's
management,   including  its  principal  executive  officer  and  its  principal
financial officer, as appropriate to allow timely decisions to be made regarding
required  disclosure.  Each of Harold C. Simmons,  the Company's Chief Executive
Officer, and Gregory M. Swalwell,  the Company's Vice President,  Finance,  have
evaluated the Company's disclosure controls and procedures as of March 31, 2004.
Based upon their  evaluation,  these executive  officers have concluded that the
Company's  disclosure  controls and  procedures  are effective as of the date of
such evaluation.

     The Company also  maintains a system of internal  controls  over  financial
reporting.  The term "internal control over financial  reporting," as defined by
regulations  of the SEC, means a process  designed by, or under the  supervision
of, the  Company's  principal  executive and principal  financial  officers,  or
persons  performing  similar  functions,  and effected by the Company's board of
directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with GAAP, and includes
those policies and procedures that:

o    Pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of the
     assets of the Company,

o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with GAAP, and
     that  receipts  and  expenditures  of the  Company  are being  made only in
     accordance with  authorizations of management and directors of the Company,
     and

o    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could  have a  material  effect  on the  Company's  consolidated  financial
     statements.

     There has been no change to the Company's system of internal  controls over
financial  reporting during the quarter ended March 31, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.





                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

     Reference is made to Note 10 of the Consolidated  Financial  Statements and
to the 2003 Annual Report for descriptions of certain legal proceedings.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The Company has retained a signed original of any exhibit listed below
          that  contains  signatures,  and the  Company  will  provide  any such
          exhibit to the SEC or its staff upon request.

          10.1 -  Intercorporate  Services  Agreement  by  and  between  Contran
               Corporation and the Registrant effective as of January 1, 2004

          10.2 - Summary of Consulting  Arrangement beginning August 1, 2003, as
               amended,  between Lawrence A. Wigdor and Kronos  Worldwide,  Inc.
               (management contract, compensatory plan or arrangement)

          31.1 - Certification

          31.2 - Certification

          32.1 - Certification

     (b)  Reports on Form 8-K

          Reports on Form 8-K for the quarter ended March 31, 2004.

          February 20, 2004 - Reported Item 9.
          February 24, 2004 - Reported Item 9.




                                   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 Worldwide, Inc.
                                              --------------------------------
                                                       (Registrant)



Date   May 5, 2004                            By /s/ Gregory M. Swalwell
                                                ------------------------------
                                                Gregory M. Swalwell
                                                Vice President, Finance
                                                 (Principal Financial Officer)


Date   May 5, 2004                            By /s/ James W. Brown
                                                ------------------------------
                                                James W. Brown
                                                Vice President and Controller
                                                (Principal Accounting Officer)



                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Gregory M. Swalwell,  the Chief Financial Officer of Kronos Worldwide,  Inc.,
certify that:

1)   I have reviewed  this  quarterly  report on Form 10-Q of Kronos  Worldwide,
     Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  May 5, 2004

/s/  Gregory M. Swalwell
- -----------------------------------------
     Gregory M. Swalwell
       Chief Financial Officer

                                                                    Exhibit 32.1

                           CERTIFICATION PURSUANT TO
                                              18 U.S.C. SECTION 1350,
                                              AS ADOPTED PURSUANT TO
                                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Kronos Worldwide,  Inc. (the Company)
on Form 10-Q for the period  ended March 31,  2004 as filed with the  Securities
and Exchange  Commission on the date hereof (the Report),  I, Harold C. Simmons,
Chief  Executive  Officer of the  Company,  and I,  Gregory M.  Swalwell,  Chief
Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.




/s/ Harold C. Simmons
- ----------------------
Harold C. Simmons
   Chief Executive Officer


/s/ Gregory M. Swalwell
- ------------------------
Gregory M. Swalwell
   Chief Financial Officer


May 5, 2004


Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.




                                                                    Exhibit 10.2

                  [Summary of Informal Consulting Arrangement]

Set forth below is a summary of the material  terms of the  informal  consulting
arrangement between Kronos Worldwide, Inc. ("Kronos") and Dr. Larry A. Wigdor

Dr.  Wigdor  will  provide  ongoing  management   involvement  in  Kronos'  TiO2
operations.

The  consultancy  will begin on August 1, 2003 and may be  terminated  by either
party at any time.

Beginning  on August 1,  2003 Dr.  Wigdor  will  receive  a monthly  payment  of
$84,000.

Dr. Widgor received a payment of $461,000 on August 1, 2003.

Dr. Widgor received a payment of $461,000 on February 1, 2004 following  Kronos'
achievement  of 2003 segment profit of $130 million (as Kronos defines that term
internally).

Beginning in 2004, Dr. Wigdor will receive annual payments that are no less than
the  average  bonus  paid to the  three  executives  of NL and  Kronos  combined
receiving  the highest paid bonuses for 2004 and 2005,  respectively,  excluding
the Chief Executive Officer of NL.

If Kronos terminates the consultancy arrangement prior to December 31, 2006, Dr.
Wigdor will receive twelve months compensation,  and medical and dental coverage
through December 31, 2006. In addition, if the arrangement is terminated in 2004
or thereafter,  Dr. Wigdor will receive a pro-rata portion of the annual payment
for the year in which the termination occurs.

The arrangement  provides Dr. Wigdor various other benefits,  such as an office,
secretarial  support,  certain  indemnities  and health care and related welfare
benefits.



                        Intercorporate Services Agreement

                                     between

                               Contran Corporation

                                       and

                             Kronos Worldwide, Inc.


                           Dated as of January 1, 2004





                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I.  AMENDS AND SUPERSEDES PRIOR AGREEMENT............................1


ARTICLE II.  RETENTION OF CONTRAN............................................1

         Section 2.1.  Performance of Services...............................1
         Section 2.2.  Director Services Not Included........................2
         Section 2.3.  Outside Services......................................2
         Section 2.4.  Disclaimer, Limited Liability; Indemnification........2

ARTICLE III.  COMPENSATION...................................................3

         Section 3.1.  Compensation for Services.............................3
         Section 3.2.  Out-of-Pocket Costs...................................3

ARTICLE IV.  CONFIDENTIALITY.................................................3

         Section 4.1.  Confidentiality.......................................3

ARTICLE V.  MISCELLANEOUS....................................................4

         Section 5.1.  Maintenance and Inspection of Records.................4
         Section 5.2.  Notices...............................................4
         Section 5.3.  Term; Renewal.........................................4
         Section 5.4.  Independent Contractor................................4
         Section 5.5.  Force Majeure.........................................4
         Section 5.6.  Entire Agreement......................................5
         Section 5.7.  Amendments............................................5
         Section 5.8.  Severability..........................................5
         Section 5.9.  Counterparts..........................................5
         Section 5.10.  Successors and Assigns...............................5
         Section 5.11.  Governing Law........................................5
         Section 5.12.  Submission to Jurisdiction; Service; Waivers.........5
         Section 5.13.  No Third-Party Beneficiaries.........................6
         Section 5.14.  Titles and Headings..................................6





                        INTERCORPORATE SERVICES AGREEMENT

     This  Intercorporate  Services  Agreement  ("Agreement")  is  entered  into
effective  as of  January  1,  2004  (the  "Effective  Date"),  between  Contran
Corporation,  a Delaware corporation ("Contran"),  and Kronos Worldwide, Inc., a
Delaware corporation ("Kronos Worldwide")

                                    Recitals

     A........Kronos Worldwide is an indirectly held subsidiary of Contran.

     B........Kronos  Worldwide  has and  will  have  the  need  for  executive,
          management,  financial, audit, accounting, tax, legal, insurance, risk
          management,    treasury,   aviation,   human   resources,   technical,
          consulting, administrative and other services as required from time to
          time  in  the   ordinary   course  of  Kronos   Worldwide's   business
          (collectively, the "Services"), but has determined that it is not cost
          effective  to  obtain  and  separately   maintain  the  infrastructure
          associated with the Services,  particularly  the costs associated with
          attracting and  maintaining on its payroll on a full time basis a full
          complement of skilled employees.

     C........Contran  is able and  willing to provide  the  Services  to Kronos
          Worldwide,  and  Kronos  Worldwide  desires  to engage  Contran  as an
          independent  contractor to provide the Services in accordance with the
          terms set forth in this Agreement.

                                    Agreement

     For  and in  consideration  of the  mutual  promises,  representations  and
covenants contained in this Agreement, the parties agree as follows.

                                   ARTICLE I.
                      AMENDS AND SUPERSEDES PRIOR AGREEMENT

     This  Agreement   amends  and  supersedes  in  its  entirety  that  certain
Intercorporate  Services  Agreement  effective  as of  November  6,  2003 by and
between Contran and Kronos Worldwide.

                                   ARTICLE II.
                              RETENTION OF CONTRAN

         Section 2.1.  Performance of Services.

               (a)  Kronos  Worldwide  hereby  engages  and  retains  Contran to
          perform the Services and Contran  hereby accepts and agrees to provide
          such Services to Kronos  Worldwide  upon the terms and  conditions set
          forth in this  Agreement.  All  Services  to be  provided  by  Contran
          hereunder shall be performed at the request and under the direction of
          Kronos  Worldwide,  and  Contran  shall  not  have  any  power  to act
          independently on behalf of Kronos Worldwide other than as specifically
          authorized  under  this  Agreement  or from  time  to  time by  Kronos
          Worldwide.  Contran shall provide  Services in connection with routine
          functions related to the ongoing ordinary course of Kronos Worldwide's
          business.  The  Services  rendered in  connection  with the conduct of
          Kronos  Worldwide's  business  will  be on a  scale  compared  to that
          existing  on the  effective  date  of  this  Agreement,  adjusted  for
          internal corporate growth or contraction,  but not for major corporate
          acquisitions or divestitures,  and that adjustments may be required to
          the  terms of this  Agreement  in the  event of such  major  corporate
          acquisitions, divestitures or special projects.

               (b) Contran shall  determine the corporate  facilities to be used
          in rendering  the Services  and the  individuals  who will render such
          Services.

               (c)  Contran  will use  reasonable  efforts to make the  Services
          available with  substantially the same degree of care as it employs in
          making similar services available for its own operations.

               (d) Those  employees  or agents of Contran  who  perform  similar
          services for Contran or for other affiliates of Contran, or both, will
          perform the Services.

               (e) Nothing  herein  shall be deemed to restrict  either party or
          its  directors,  officers,  employees  or agents from  engaging in any
          business, or from contracting with other parties,  including,  without
          limitation,  other  affiliates  of Contran,  for similar or  different
          services.

          Section  2.2.  Director  Services  Not  Included.  The Services do not
          include any services  that  employees of Contran may provide to Kronos
          Worldwide  in their  roles as members of Kronos  Worldwide's  board of
          directors or any other activity related to such board of directors.

          Section 2.3. Outside Services.  Kronos Worldwide will continue to bear
          all other costs  required  for  outside  services  including,  but not
          limited to, the outside  services of  attorneys,  auditors,  trustees,
          consultants,  transfer  agents  and  registrars,  and it is  expressly
          understood  that  Contran  assumes no  liability  for any  expenses or
          services other than those stated in this Article.

          Section 2.4. Disclaimer, Limited Liability; Indemnification.

               (a) Except as expressly  provided  elsewhere  in this  Agreement,
          Contran  makes no express or implied  representations,  warranties  or
          guarantees  relating to the  Services or the quality or results of the
          Services to be performed under this Agreement.

               (b) Contran, its directors, officers, employees,  stockholders or
          agents  shall not be liable to Kronos  Worldwide  or any third  party,
          including any governmental  agency, for any claims,  demands,  losses,
          liabilities,  damages,  costs or expenses,  including  attorneys'  and
          expert witness fees,  arising from or in connection with the Services,
          other  than  those  arising  from  or in  connection  with  the  gross
          negligence  or  willful   misconduct  of  Contran  or  its  directors,
          officers,  employees,   stockholders  or  agents  (collectively,   "No
          Liability Claims").

               (c) Kronos  Worldwide  assumes all  liability  for, and agrees to
          defend,  indemnify  and hold Contran  harmless from and against all No
          Liability  Claims.  Kronos  Worldwide  assumes all liability  for, and
          agrees to defend,  indemnify and hold Contran's  directors,  officers,
          employees,  stockholders or agents harmless from, No Liability  Claims
          to the same extent that Contran  could assume such  liability  for, or
          defend,  indemnify and hold  harmless,  such entity or person.  Kronos
          Worldwide shall promptly  advance  expenses as incurred by Contran its
          directors,  officers, employees,  stockholders or agents in connection
          with Kronos Worldwide's obligations under this Section.

                                  ARTICLE III.
                                  COMPENSATION

         Section 3.1.  Compensation for Services.

               (a) Contran  and Kronos  Worldwide  shall agree on the  aggregate
          annual amount that Kronos Worldwide shall pay Contran for the Services
          for a particular year.

               (b)  Kronos  Worldwide  shall pay to  Contran  one  fourth of the
          annual amount in advance  quarterly  around the first  business day of
          each quarter.

               (c) From time to time upon a change to the  annual  amount  for a
          particular year,  Contran or Kronos  Worldwide,  as applicable,  shall
          promptly make appropriate  payments to the other party to reflect such
          change.

               (d) All charges from Contran to Kronos  Worldwide are intended to
          be  equal to the  actual  cost of such  expenses  without  premium  or
          mark-up to Contran.

               Section 3.2.  Out-of-Pocket Costs. In addition to the fee paid to
          Contran by Kronos  Worldwide for the Services,  Kronos  Worldwide will
          promptly pay to Contran the amount of out-of-pocket  costs incurred by
          Contran in rendering such Services.

                                   ARTICLE IV.
                                 CONFIDENTIALITY

               Section  4.1.  Confidentiality.  Each party  shall hold and shall
          cause its directors,  officers,  employees,  agents,  consultants  and
          advisors   ("Representatives")   to  hold  in  strict  confidence  all
          information  concerning  the  other  party  unless  (i) such  party is
          compelled to disclose such  information by judicial or  administrative
          process or, in the opinion of its counsel,  by other  requirements  of
          law or (ii)  such  information  can be shown  to have  been (A) in the
          public domain through no fault of such party or (B) lawfully  acquired
          on a non-confidential  basis from other sources.  Notwithstanding  the
          foregoing,   such  party  may  disclose   such   information   to  its
          Representatives  so long as such persons are informed by such party of
          the  confidential  nature of such information and are directed by such
          party to treat such information  confidentially.  If such party or any
          of its  Representatives  becomes  legally  compelled  to disclose  any
          documents  or  information  subject to this  Section,  such party will
          promptly  notify  the other  party so that the other  party may seek a
          protective order or other remedy or waive such party's compliance with
          this Section.  If no such protective order or other remedy is obtained
          or waiver  granted,  such party will  furnish only that portion of the
          information that it is advised by counsel is legally required and will
          exercise its  reasonable  efforts to obtain  adequate  assurance  that
          confidential  treatment will be accorded such information.  Such party
          agrees to be responsible  for any breach of this Section by it and its
          Representatives.

                                   ARTICLE V.
                                  MISCELLANEOUS

               Section 5.1. Maintenance and Inspection of Records. Contran shall
          keep accurate  books,  accounts and records  regarding the Services as
          may be  reasonably  necessary for purposes of this  Agreement.  Kronos
          Worldwide  shall be  permitted  to inspect  such books,  accounts  and
          records at any reasonable time.

               Section  5.2.  Notices.  All  notices  and  other  communications
          hereunder  shall be in  writing,  and  shall be  delivered  by hand or
          mailed by registered or certified mail (return  receipt  requested) or
          transmitted by facsimile to the parties at the following addresses (or
          at such  other  addresses  for a party as shall be  specified  by like
          notice) and shall be deemed  given on the date on which such notice is
          received:

                If to Contran:              Contran Corporation.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4251
                                            Fax:  972.448.1445

                If to Kronos Worldwide:     Kronos Worldwide, Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4251
                                            Fax:  972.448.1445

               Section 5.3.  Term;  Renewal.  The initial term of this Agreement
          shall  commence as of the Effective Date and end on December 31, 2004,
          but shall be automatically renewed on a quarter-to-quarter basis after
          the  expiration of the initial term.  Either party may terminate  this
          Agreement by giving  written  notice of termination to the other party
          not less than  thirty  (30) days in  advance  of the first day of each
          successive  quarter.  In addition,  in the event of a material default
          hereunder by a party,  the  non-defaulting  party may  terminate  this
          Agreement  upon thirty (30) days prior written  notice if such default
          remains  uncured and is continuing  for twenty (20) days after receipt
          by the defaulting party of such written notice of intent to terminate.
          A final  accounting  and  payment  by one  party  to the  other of all
          amounts  payable  hereunder shall be made pursuant to the terms hereof
          within thirty (30) days following such termination.

               Section  5.4.  Independent   Contractor.   Contran  shall  be  an
          independent  contractor  and not an  employee  of, or partner or joint
          venturer with, Kronos Worldwide.

               Section 5.5. Force Majeure.  No party shall be in default of this
          Agreement  or liable to the other  party for any delay or  default  in
          performance where occasioned by any cause of any kind or extent beyond
          its control,  including but not limited to, armed conflict or economic
          dislocation  resulting therefrom;  embargoes;  shortages of labor, raw
          materials,    production    facilities   or   transportation;    labor
          difficulties;  civil  disorders  of any  kind;  action of any civil or
          military authorities (including,  priorities and allocations);  fires;
          floods and accidents.  The dates on which the obligations of the party
          are to be  fulfilled  shall be extended for a period equal to the time
          lost by reason of any delay arising, directly or indirectly from:

               (a)  Any of the foregoing causes, or

               (b)  Inability  of a party,  as a result  of  causes  beyond  its
          reasonable  control,  to obtain  instruction or  information  from the
          other party in time to perform its obligations by such dates.

               Section 5.6.  Entire  Agreement.  This Agreement  constitutes the
          entire  understanding  between the parties with respect to the subject
          matter  hereof and all prior  agreements  or  understandings  shall be
          deemed  merged   herein.   No   representations,   warranties  and  if
          certifications, express or implied, shall exist as between the parties
          except as stated herein.

               Section 5.7. Amendments. No amendments,  waivers or modifications
          hereof  shall be made or deemed to have been made  unless in  writing,
          executed by the party to be bound thereby.

               Section 5.8. Severability.  If any provision in this Agreement or
          the application of such provision to any person or circumstance  shall
          be invalid, illegal or unenforceable,  the remainder of this Agreement
          or the application of such provision to persons or circumstances other
          than those to which it is held invalid, illegal or unenforceable shall
          not be affected thereby.

               Section 5.9. Counterparts.  This Agreement may be executed in any
          number of counterparts, each of which when so executed shall be deemed
          to be  an  original  and  all  of  which  when  taken  together  shall
          constitute this Agreement.

               Section 5.10. Successors and Assigns. This Agreement shall not be
          assignable,  in whole or in part, directly or indirectly, by any party
          hereto  without the prior  written  consent of the other party hereto,
          and any  attempt to assign any rights or  obligations  arising,  under
          this  Agreement  without such consent  shall be void.  This  Agreement
          shall be binding,  upon and inure to the benefit of the parties hereto
          and their respective successors and permitted assigns.

               Section 5.11.  Governing Law. This Agreement shall be governed by
          and  construed in  accordance  with the domestic  laws of the state of
          Texas,  without  giving effect to any choice of law or conflict of law
          provision  or  rule  (whether  of the  state  of  Texas  or any  other
          jurisdiction)  that  would  cause the  application  of the laws of any
          jurisdiction other than the state of Texas.

               Section 5.12. Submission to Jurisdiction;  Service; Waivers. WITH
          RESPECT TO ANY CLAIM  ARISING  OUT OF THIS  AGREEMENT,  EACH PARTY (A)
          IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY,  TO THE JURISDICTION
          OF THE FEDERAL OR STATE  COURTS  LOCATED IN DALLAS  COUNTY,  TEXAS (B)
          AGREES THAT THE VENUE FOR ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT
          OF OR RELATING TO THIS  AGREEMENT  SHALL BE  EXCLUSIVE TO SUCH COURTS,
          AND (C)  IRREVOCABLY  WAIVES ANY  OBJECTION IT MAY HAVE AT ANY TIME TO
          THE LAYING OF VENUE OF ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF
          OR RELATING TO THIS AGREEMENT  BROUGHT IN ANY SUCH COURT,  IRREVOCABLY
          WAIVES ANY CLAIM THAT ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN
          ANY SUCH COURT HAS BEEN BROUGHT IN AN  INCONVENIENT  FORUM AND FURTHER
          IRREVOCABLY  WAIVES THE RIGHT TO OBJECT,  WITH  RESPECT TO SUCH CLAIM,
          SUIT,  ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT THAT SUCH COURT
          DOES NOT HAVE  JURISDICTION  OVER IT.  EACH PARTY  HEREBY  IRREVOCABLY
          CONSENTS  TO THE  SERVICE  OF  PROCESS  IN ANY SUCH  SUIT,  ACTION  OR
          PROCEEDING IN ANY OF THE AFORESAID  COURTS BY THE MAILING OF COPIES OF
          SUCH  PROCESS TO THE PARTY,  BY CERTIFIED  OR  REGISTERED  MAIL AT THE
          ADDRESS SPECIFIED IN SECTION 5.2.

               Section 5.13. No  Third-Party  Beneficiaries.  This  Agreement is
          solely for the benefit of the parties  hereto and should not be deemed
          to  confer  upon  third   parties  any   remedy,   claim,   liability,
          reimbursement,  claim of  action  or other  right in  excess  of those
          existing without reference to this Agreement.

               Section  5.14.  Titles  and  Headings.  Titles  and  headings  to
          sections herein are inserted for convenience of reference only and are
          not   intended   to  be  a  part  of  or  to  affect  the  meaning  or
          interpretation of this Agreement.

               Executed as of the Effective Date.

                                      Contran Corporation




                                      By:
                                           Bobby D. O'Brien, Vice President

                                      Kronos Worldwide, Inc.




                                      By:
                                           Robert D. Graham, Vice President

                                                                    Exhibit 31.1

                                 CERTIFICATION

I, Harold C. Simmons,  the Chief Executive  Officer of Kronos  Worldwide,  Inc.,
certify that:

1)   I have reviewed  this  quarterly  report on Form 10-Q of Kronos  Worldwide,
     Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  May 5, 2004


/s/  Harold C. Simmons
- ------------------------------------
     Harold C. Simmons
       Chief Executive Officer