As filed with the Securities and Exchange Commission on January 24, 2005

                                           Registration No. 333-______________

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            Delaware                                          76-029459
  (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                       Identification No.)

                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697
                                 (972) 233-1700
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                Robert D. Graham
                       Vice President and General Counsel
                             Kronos Worldwide, Inc.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697
                                 (972) 233-1700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                               Don M. Glendenning
                                 Toni Weinstein
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000
                           (214) 740-8800 (facsimile)

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement as determined by
market conditions.

     If the only  securities  being  registered  on this form are being  offered
pursuant to divided or interest  reinvestment  plans, please check the following
box. |_|

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|



     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|



===================================================================================================================
                                            CALCULATION OF REGISTRATION FEE
===================================================================================================================
 Title of Each Class of                          Proposed Maximum          Proposed Maximum         Amount of
    Securities to be         Amount to be     Offering Price per Unit     Aggregate Offering     Registration Fee
       Registered           Registered (1)              (2)                   Price (3)                (4)
-------------------------- ----------------- -------------------------- ----------------------- -------------------
-------------------------- ----------------- -------------------------- ----------------------- -------------------
Debt Securities
                                                                                             
Preferred Stock              $100,000,000               n/a                  $100,000,000            $11,770
Common Stock
Securities Warrants
===================================================================================================================


(1)  The  amount  to  be  registered  consists  of  up  to  $100,000,000  of  an
     indeterminate amount of debt securities,  shares of preferred stock, shares
     of common stock and/or securities warrants as may be sold from time to time
     by the Registrant.  There is also being registered hereunder such currently
     indeterminable number of shares of common and preferred stock issuable upon
     the conversion of debt  securities or preferred  stock as  appropriate,  or
     upon exercise of securities warrants.
(2)  The proposed  maximum  offering price per unit has been omitted pursuant to
     Securities Act Release No. 6964.
(3)  Estimated  solely for the purpose of  computing  the  registration  fee. No
     separate  consideration will be received for common or preferred stock that
     is issued upon conversion of debt securities or preferred stock  registered
     hereunder, as the case may be. (4) Calculated pursuant to Rule 457(o) under
     the Securities Act.

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.






                  Subject to completion, dated January 24, 2005

PROSPECTUS


                                  [KRONOS LOGO]

                             KRONOS WORLDWIDE, INC.


     By this prospectus, we may offer up to $100,000,000 of our debt securities,
shares of preferred stock, shares of common stock and warrants.  We will provide
the specific terms of these  securities in supplements to this  prospectus.  You
should read this prospectus and the supplements carefully before you invest.

     You should  carefully  consider  the risks set forth under  "Risk  Factors"
starting on page 1 of this prospectus.

     These  securities  have not been approved or  disapproved by the Securities
and  Exchange  Commission  or any  state  securities  commission.  None of those
authorities  has determined  that this  prospectus is accurate or complete.  Any
representation to the contrary is a criminal offense.

     We may offer the  securities  directly or through  underwriters,  agents or
dealers.  The supplement  will describe the terms of that plan of  distribution.
The section entitled "Plan of Distribution" below also provides more information
on this topic.
















               The date of this prospectus is ____________, 2005.




                                TABLE OF CONTENTS

                                                                  Page

THE COMPANY ........................................................1

RISK FACTORS .......................................................1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS .........7

USE OF PROCEEDS ....................................................9

DESCRIPTION OF CAPITAL STOCK .......................................9

DESCRIPTION OF WARRANTS ...........................................12

DESCRIPTION OF DEBT SECURITIES ....................................12

PLAN OF DISTRIBUTION ..............................................13

WHERE YOU CAN FIND MORE INFORMATION ...............................14

LEGAL MATTERS .....................................................15

EXPERTS ...........................................................15













                                       i




                                   THE COMPANY

     We are one of the leading  global  producers and  marketers of  value-added
titanium dioxide pigments ("TiO2").  Our TiO2 products are sold under the widely
recognized  Kronos  brand name and are  utilized in a diverse  range of customer
applications and end-use markets, including coatings,  plastics, paper and other
industrial  and  consumer  markets.  Our  broad  range  of over 40 TiO2  pigment
products  are  "quality-of-life"  products  that  significantly  enhance the key
characteristics   of  our  customers'   end-products  by  imparting   whiteness,
brightness  and  opacity.  We serve  over  4,000  customers  located in over 400
countries from our production facilities located in Europe and North America.

     Our  executive  offices  are  located  at Three  Lincoln  Centre,  5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697, and our telephone number is (972)
233-1700.

                                  RISK FACTORS

     The  following  sets  forth  the  most  significant  factors  that  make an
investment in our securities speculative or risky. You should carefully consider
the following information in conjunction with the other information contained or
incorporated by reference in this prospectus or any prospectus supplement before
making a decision to invest in our securities.

     Demand for, and prices of, our products are cyclical and we may  experience
prolonged  depressed  market  conditions  for our products,  which may result in
reduced earnings and/or operating losses.

     Substantially all of our revenue is attributable to sales of TiO2 pigments.
Pricing  within the global TiO2  industry  over the long term is  cyclical,  and
changes in industry economic  conditions,  especially in Western  industrialized
nations,  can significantly impact our earnings and operating cash flows. During
periods when prices are declining for TiO2, we may experience  reduced  earnings
and/or generate operating losses, which may in turn adversely affect our ability
to repay our debt securities and pay interest or dividends on our securities and
may also reduce the prices of our securities.

     Historically,  the  markets  for  many  of our  products  have  experienced
alternating  periods of tight  supply,  causing  prices  and  profit  margins to
increase,  followed  by  periods  of lower  demand  and/or  capacity  additions,
resulting in oversupply  and declining  prices and profit  margins.  Our average
TiO2 selling prices were  generally:  (i) decreasing  during all of 2001 and the
first  quarter  of 2002,  (ii) flat  during the  second  quarter of 2002,  (iii)
increasing during the last half of 2002 and the first quarter of 2003, (iv) flat
during the second quarter of 2003, (v) decreasing during the second half of 2003
and the first quarter of 2004,  (vi) flat during the second  quarter of 2004 and
(vii)  increasing  during the third  quarter of 2004.  Our overall  average TiO2
selling prices in billing currencies:

o    decreased by 9% during 2002 as compared to 2001;

o    increased by 3% in 2003 as compared to 2002; and

o    decreased  by 3% in the first nine  months of 2004 as  compared to the same
     period in 2003.

     Future  growth in the  worldwide  supply  for TiO2 could  exceed  growth in
worldwide  demand for TiO2.,  and  downward  pressures  on selling  prices could
result during such periods of excess supply.

     The demand for TiO2 during a given year is also subject to annual  seasonal
fluctuations. TiO2 sales are generally higher in the first half of the year than
in the second half of the year due in part to the  increase in paint  production
in the spring to meet the spring and summer painting season demand.

                                       1



As a global  business,  we are  exposed  to local  business  risks in  different
countries, which could result in operating losses.

     We conduct a substantial  portion of our business in several  jurisdictions
outside of the United States and are subject to risks normally  associated  with
international  operations.  Risks  of  international  operations  include  trade
barriers,  tariffs,  exchange  controls,  national and regional  labor  strikes,
social and political risks, general economic risks, seizures,  nationalizations,
compliance  with a  variety  of  foreign  laws,  including  tax  laws,  and  the
difficulty in enforcing  agreements and collecting  receivables  through foreign
legal  systems,  all of which may  expose us to risk of loss,  which may in turn
adversely  affect our ability to repay our debt  securities  and pay interest or
dividends on our securities and may also reduce the prices of our securities.

We may incur losses from fluctuations in currency exchange rates.

     We are  exposed  to risks  related to the  prices  that we receive  for our
products and the need to convert  currencies that we may receive for some of our
products into currencies required to pay some of our debt, or into currencies in
which we purchase  certain raw  materials or pay for certain  services and other
liabilities,  all of which could result in future foreign  currency  transaction
gains or losses  depending on fluctuations  in exchange rates.  These losses may
reduce our ability to repay our debt securities and pay interest or dividends on
our securities and may also reduce the prices of our securities.

We sell our products in a mature and highly competitive  industry and face price
pressures  in the  markets  in which we  operate,  which may  result in  reduced
earnings or operating losses.

     The global markets in which we operate our business are highly competitive.
Competition is based on a number of factors,  such as price, product quality and
service.  Some of our  competitors  may be able to  drive  down  prices  for our
products  because  their  costs are lower than ours.  In  addition,  some of our
competitors'  financial,  technological  and other resources may be greater than
ours,  and such  competitors  may be better able to withstand  changes in market
conditions.  Our  competitors may be able to respond more quickly than we can to
new or emerging  technologies  and changes in  customer  requirements.  Further,
consolidation  of our competitors or customers in any of the industries in which
we compete may result in reduced demand for our products.  The recurrence of any
of  these  events  could  have a  material  adverse  effect  on our  results  of
operations,  which may in turn  adversely  affect our  ability to repay our debt
securities  and pay interest or dividends on our  securities and may also reduce
the prices of our securities.

We have substantial debt that we may be unable to service and that restricts our
activities,  which could adversely affect our ability to meet our obligations or
to pay interest or dividends on our securities.

     As of September 30, 2004,  our total  consolidated  debt was  approximately
$550.5  million,  consisting  of (i)  $350.2  million  of Senior  Secured  Notes
(equivalent to euro 285 million) issued by Kronos  International,  Inc. ("KII"),
our  wholly-owned  subsidiary that conducts our operations in Europe,  (ii) $200
million of notes payable to affiliates and (iii) $348,000 of other indebtedness.
During October and November 2004, we repaid our $200 million of notes payable to
affiliates,  primarily  using  available  funds on hand and funds  obtained from
KII's  issuance of an additional  euro 90 million of its Senior  Secured  Notes.
Also as of September 30, 2004, we could incur  additional debt of  approximately
$144  million  under our  subsidiaries'  credit  facilities,  subject to certain
limitations.  Our  current  and  future  level  of  debt  could  have  important
consequences  to you that may result in reducing  our ability to pay interest or
dividends  on  our  securities  and  reducing  the  prices  of  our  securities,
including:

     o    increasing our  vulnerability to adverse general economic and industry
          conditions;

     o    requiring that a substantial  portion of our cash flow from operations
          be used for the payment of interest  on our debt,  therefore  reducing
          our  ability  to use our cash flow to fund  working  capital,  capital
          expenditures, acquisitions and general corporate requirements;

     o    limiting  our ability to obtain  additional  financing  to fund future
          working  capital,  capital  expenditures,   acquisitions  and  general
          corporate requirements;


                                       2

     o    limiting our  flexibility  in planning for, or reacting to, changes in
          our business and the industry in which we operate; and

     o    placing  us at a  competitive  disadvantage  relative  to  other  less
          leveraged competitors.

Higher  costs or limited  availability  of our raw  materials  may  decrease our
liquidity,  which may decrease our ability to repay our debt  securities and pay
interest or dividends on our securities.

     The number of sources for, and  availability  of,  certain raw materials is
specific to the particular  geographical  region in which a facility is located.
We purchase  titanium-bearing  ores from three suppliers in different  countries
under  multiple-year  agreements.  Political  and  economic  instability  in the
countries  from which we purchase  our raw  material  supplies  could  adversely
affect the  availability  of such  feedstock.  Should our vendors not be able to
meet their  contractual  obligations or should we be otherwise  unable to obtain
necessary raw  materials,  we may incur higher costs for raw materials or may be
required  to  reduce  production  levels,  either  of  which  may  decrease  our
liquidity,  which may in turn  adversely  affect  our  ability to repay our debt
securities  and pay interest or dividends on our  securities and may also reduce
the prices of our securities.

Our  principal  stockholder  is in a position to affect our ongoing  operations,
corporate  transactions and other matters,  which could reduce the prices of our
securities.

     As of January 24, 2005, Valhi, Inc. ("Valhi"),  Tremont LLC, a wholly-owned
subsidiary of Valhi, and NL Industries, Inc. ("NL"), a majority-owned subsidiary
of Valhi,  owned a total of approximately  93% of the voting power of our common
stock.  Each of Valhi,  Tremont  and NL may be deemed  to be  controlled  by Mr.
Harold C. Simmons. As a result, Mr. Simmons may be able to determine the outcome
of all corporate actions  requiring  stockholder  approval.  Any exercise by Mr.
Simmons of his control  rights may be in his own best interest but may not be in
the best interest of us and our other stockholders, although, as a director, Mr.
Simmons  owes  fiduciary  duties of good  faith and fair  dealing  to all of our
stockholders.

     Mr.  Simmons'  ability  to  control  us  may  also  make  investing  in our
securities less  attractive.  These factors in turn may reduce the prices of our
securities.

     For example, Mr. Simmons may control decisions with respect to:

     o    the election and removal of our directors;

     o    mergers or other business combinations involving us;

     o    future issuances of our securities; and

     o    amendments to our certificate of incorporation and by-laws.

Our interests may conflict  with those of Mr.  Simmons and our other  affiliates
with  respect to past and  ongoing  business  relationships,  and because of our
affiliates' controlling ownership, we may not be able to resolve these conflicts
on terms commensurate with those possible in arms-length transactions.

     We may not be able to resolve any potential  conflicts  with our affiliates
and, even if we do, the resolution may be less favorable than if we were dealing
with an unaffiliated party. Although we have independent  non-employee directors
serving on our board of  directors,  a majority  of the  members of our board of
directors  also serve on the board of  directors  of certain of our  affiliates.
Currently,  two of our  non-employee  directors  do not  serve  on the  board of
directors of our  affiliates,  and these  non-employee  directors will generally
resolve any conflicts of interests  that may arise between us, on one hand,  and
our affiliates,  on the other hand. Certain of our executive officers also serve
as executive officers of certain of our affiliates.

     Furthermore, under intercorporate service agreements between our affiliates
and us, such affiliates provide certain management, financial and administrative

                                       3


services  to us on a fee basis.  These  fees were $3.5  million in 2001 and $3.7
million in each of 2002 and 2003, and $4.4 million in 2004. These  circumstances
could create  potential  conflicts of interest when our directors and management
are faced with decisions that could have different  implications  for us, on one
hand,  and our  affiliates,  on the  other  hand.  Examples  of  these  types of
decisions might include the resolution of disputes arising out of the agreements
governing   the  provision  of  services  to  us,  our  issuance  of  additional
securities,   our  payment  of  dividends,  the  pursuit  of  specific  business
opportunities  available to us or other circumstances in which there are adverse
interests.

     Also,  the  appearance  of  conflicts,   even  if  such  conflicts  do  not
materialize,  might adversely affect the public's  perception of us. No specific
procedures are in place that govern the treatment of  transactions  among us and
related entities,  although such entities may implement  specific  procedures as
appropriate  for  particular   transactions.   In  addition,   under  applicable
principles  of law, in the absence of  stockholder  ratification  or approval by
directors  who may be deemed  disinterested,  transactions  involving  contracts
among  companies  under common  control must be fair to all companies  involved.
Furthermore,  directors of companies owe fiduciary duties of good faith and fair
dealing to all stockholders of the companies for which they serve.

We are subject to many  environmental and safety  regulations that may result in
unanticipated   costs  or  liabilities.   If  these  costs  or  liabilities  are
significant,  our  ability  to repay our debt  securities  and pay  interest  or
dividends on our securities and the prices of our securities may decrease.

     We are  subject  to  extensive  laws,  regulations,  rules  and  ordinances
relating to the protection of the  environment,  including  those  governing the
discharge of pollutants in the air and water and the generation,  management and
disposal of hazardous  substances  and wastes or other  materials.  We may incur
substantial  costs,  including  fines,  damages and criminal  penalties or civil
sanctions,  or experience  interruptions in our operations for actual or alleged
violations or compliance  requirements  arising under  environmental  laws.  Our
operations could result in violations under environmental laws, including spills
or other  releases  of  hazardous  substances  to the  environment.  Some of our
operating facilities are in densely populated urban areas or in industrial areas
adjacent to other operating facilities. In the event of an accidental release or
catastrophic  incident,  we could incur material costs as a result of addressing
such an event and in implementing measures to prevent such incidents.  Given the
nature  of  our  business,  violations  of  environmental  laws  may  result  in
restrictions   imposed  on  our  operating   activities  or  substantial  fines,
penalties, damages or other costs, including as a result of private litigation.

     Our  production  facilities  have  been  used  for a  number  of  years  to
manufacture products or conduct mining operations. We may incur additional costs
related  to  compliance  with  environmental  laws  applicable  to our  historic
operations  and  these  facilities.   In  addition,  we  may  incur  significant
expenditures  to comply  with  existing  or  future  environmental  laws.  Costs
relating  to  environmental  matters  will be  subject  to  evolving  regulatory
requirements  and will depend on the timing of  promulgation  and enforcement of
specific  standards that impose  requirements  on our  operations.  Costs beyond
those   currently   anticipated  may  be  required  under  existing  and  future
environmental laws.

Covenant restrictions may prevent us from capitalizing on business opportunities
and taking some actions  that  otherwise  might be in the best  interests of our
securityholders.

     Compliance  by our  subsidiaries'  with  their  obligations  under  various
financing arrangements, or a breach of these obligations, may reduce our ability
to pay interest or dividends on our securities and may also reduce the prices of
our  securities.   The  financing  arrangements  contain,  among  other  things,
covenants that may restrict our ability to finance future  operations or capital
needs or to engage in other business  activities.  In addition,  these financing
arrangements may require our subsidiaries to maintain specified financial ratios
and satisfy certain  financial tests,  which may require that action be taken to
reduce debt or to act in a manner contrary to our long-term business objectives.
Events beyond our control,  including  changes in general  business and economic
conditions,  may affect our ability to meet those  financial  ratios and satisfy
certain financial covenants.  A breach of any of these covenants would result in
a default under one or more of these financing arrangements,  in which event the
lenders could elect to declare all amounts outstanding thereunder, together with
accrued interest, to be immediately due and payable.

     These covenants, among other things, restrict our subsidiaries' ability to:

                                       4


     o    borrow money, pay dividends or interest or make distributions;

     o    purchase or redeem stock;

     o    make investments and extend credit;

     o    engage in transactions with affiliates;

     o    engage in sale-leaseback transactions;

     o    freely distribute the proceeds from certain asset sales;

     o    effect a consolidation or merger or sell, transfer, lease or otherwise
          dispose of all or substantially all of our assets; and

     o    create liens on our assets.

Our business may not generate cash flow from  operations or have adequate access
to credit  facilities  in amounts  sufficient  to enable us to pay  interest  or
dividends  on our  securities,  to repay our debt  securities  or to fund  other
liquidity needs.

     We may not be able to make interest or dividend payments on our securities,
to  make  payments  on  and  refinance  our  debt  or to  fund  planned  capital
expenditures if we do not generate  adequate cash flow, all of which may in turn
reduce the prices of our  securities.  To some  extent,  our ability to generate
cash  flow  from   operations  is  subject  to  general   economic,   financial,
competitive,  legislative  and  regulatory and other factors that are beyond our
control. In addition, our ability to borrow funds under our subsidiaries' credit
facilities in the future will depend on these subsidiaries'  ability to maintain
specified  financial ratios and satisfy certain financial covenants contained in
the credit  agreements.  Also,  we may need to refinance all or a portion of our
debt before  maturity,  and it is likely that we will need to refinance all or a
portion of our debt on maturity.  The European revolving credit facility and our
U.S.  subsidiaries'  credit  facility  both mature in 2005,  while the  Canadian
credit facility matures in 2009. We may not be able to refinance any of our debt
on favorable  terms,  if at all,  which would  increase the risk that we may not
have sufficient cash to pay interest or dividends on our securities.

     If our patents are declared  invalid or our trade  secrets  become known to
competitors, our ability to compete may be adversely affected.

     Protection of our proprietary  processes and other  technology is important
to our competitive position.  Consequently,  we rely on judicial enforcement for
protection  of our  patents,  and our  patents may be  challenged,  invalidated,
circumvented  or rendered  unenforceable.  Furthermore,  if any  pending  patent
application  filed by us does not result in an issued patent,  or if patents are
issued  to us but such  patents  do not  provide  meaningful  protection  of our
intellectual  property,  then the use of any such  intellectual  property by our
competitors  could result in decreasing  our cash flows,  which could  adversely
affect our ability to pay interest or dividends on our securities and the prices
of our  securities.  Additionally,  our  competitors  or other third parties may
obtain patents that restrict or preclude our ability to lawfully produce or sell
our products in a competitive manner, which could have the same effects.

     We  also  rely  on   unpatented   proprietary   know-how   and   continuing
technological  innovation  and other trade  secrets to develop and  maintain our
competitive position.  Although it is our practice to enter into confidentiality
agreements to protect our intellectual  property,  because these confidentiality
agreements  may  be  breached,   such  agreements  may  not  provide  sufficient
protection for our trade secrets or proprietary  know-how,  or adequate remedies
may not be available in the event of an  unauthorized  use or disclosure of such
trade secrets and know-how.  In addition,  others could obtain knowledge of such
trade secrets through independent development or other access by legal means.

                                       5



Loss of key personnel or our ability to attract and retain new qualified
personnel could hurt our business and inhibit our ability to operate and grow
successfully.

     Our  success in the  highly  competitive  markets in which we operate  will
continue to depend to a significant  extent on our leadership team and other key
management  personnel.  We generally do not have binding  employment  agreements
with any of these managers.  This increases the risks that we may not be able to
retain  our  current  management  personnel  and we may not be  able to  recruit
qualified   individuals  to  join  our  management  team,  including  recruiting
qualified  individuals to replace any of our current personnel that may leave in
the future.

Our  relationships  with our union  employees  could  deteriorate,  which  could
adversely impact our operations,  which may in turn adversely impact our ability
to repay our debt  securities,  pay interest or dividends on our  securities and
the prices of our securities.

     As of  September  30,  2004,  we  employed  approximately  2,370  full-time
persons.  A  significant  number  of  our  non-U.S.  employees  are  subject  to
arrangements similar to collective bargaining  arrangements.  We may not be able
to negotiate  labor  agreements  with respect to these employees on satisfactory
terms or at all. If our employees  were to engage in a strike,  work stoppage or
other slowdown,  we could experience a significant  disruption of our operations
or higher ongoing labor costs,  which could adversely  affect our ability to pay
interest or dividends on our  securities  and the prices of our  securities.  In
addition, if our other employees were to become unionized, we could experience a
disruption of our operations  and incur higher ongoing labor costs,  which could
have similar adverse affects.

It may be difficult  for a third party to acquire us, which could  discourage or
prevent a change of control or merger transaction.

     As of January 24, 2005,  parties related to us owned  approximately  93% of
the  voting  power of our  common  stock.  For as long as our  affiliates  own a
majority  of our common  stock,  a takeover of our company  will  require  their
approval.

     In addition,  provisions of our certificate of incorporation and bylaws may
discourage,  delay  or  prevent  a merger  or other  change  in  control  that a
stockholder may consider favorable.


                                       6



           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation Reform Act of 1995, statements in this prospectus 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,"  "expected" or
comparable  terminology,  or by discussions of strategies or trends. Although we
believe that the expectations  reflected in such forward-looking  statements are
reasonable,  we 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, we
continue  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  prospectus and those described from time to time in our other
filings with the SEC including, but not limited to, the following:

     o    future supply and demand for our products;

     o    the cyclicality of our businesses;

     o    customer  inventory  levels (such as the extent to which our 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 or shortages in raw materials;

     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    the introduction of trade barriers;

     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    our ability 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    the ultimate ability to utilize income tax attributes,  the benefit of

                                       7


          which has been recognized under the "more-likely-than-not" recognition
          criteria (such as our ability to utilize the benefit of our German net
          operating loss carryforwards);

     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.




                                       8



                                 USE OF PROCEEDS

     We  intend  to use the net  proceeds  from the sale of the  securities  for
general corporate purposes.  Those purposes include, but are not limited to, the
repayment or  refinancing of debt,  capital  expenditures,  working  capital and
other acquisition of assets.

     Other than for general  corporate  purposes,  we will describe any proposed
use of proceeds in a supplement to this prospectus.

                          DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock consists of 60,000,000 shares of common stock,
par value $.01 per share,  and 100,000 shares of preferred stock, par value $.01
per  share.  At  January 1,  2005,  48,946,049  shares of our common  stock were
outstanding and held by approximately 5,300 holders of record.

     The following description of our capital stock is intended as a summary and
is qualified  in its  entirety by  reference  to our First  Amended and Restated
Certificate  of  Incorporation  (the  "Certificate  of  Incorporation")  and our
Amended and Restated Bylaws (the "Bylaws") and to Delaware corporate law.

Common Stock

     Voting Rights

     The holders of our common  stock are  entitled to one vote per share on all
matters to be voted on by  stockholders.  Holders  of our  common  stock are not
entitled to cumulate their votes in the election of directors.  Generally,  at a
meeting at which a quorum is  present,  all matters on which  stockholders  vote
must be approved by a majority of the votes entitled to be cast by all shares of
common stock present in person or  represented  by proxy,  subject to any voting
rights granted to holders of any preferred stock.  Except as otherwise  provided
by law, and subject to any voting rights  granted to holders of any  outstanding
preferred stock, amendments to the Certificate of Incorporation must be approved
by holders of a majority of all outstanding shares of common stock.

     Dividends

     Holders of common stock will share ratably in any dividend  declared by our
board of  directors,  subject  to any  preferential  rights  of any  outstanding
preferred stock.

     Other Rights

     In the event of any  merger  or  consolidation  of us with or into  another
company in connection  with which shares of common stock are  converted  into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of common stock will be entitled to receive the same kind and amount
of shares of stock and other securities and property (including cash).

     If we are liquidated,  dissolved or wound up after payment to creditors, we
will pay the full  amounts  required  to be paid to  holders  of  shares  of any
outstanding  preferred stock before we make any payments to holders of shares of
our common  stock.  All  holders of shares of our common  stock are  entitled to
share ratably in any assets available for  distribution to these holders,  after
all of our other creditors and preferred stockholders have been satisfied.

     No shares of our  common  stock may be  redeemed.  Holders of shares of our
common stock do not have any preemptive rights to purchase  additional shares of
our common stock.

                                       9


Preferred Stock

     We may issue up to 100,000 shares of preferred stock in one or more classes
or  series  and with the terms of each  class or  series  stated in the board of
director's  resolutions providing for the designation and issuance of that class
or series. The Certificate of Incorporation authorizes our board of directors to
determine the designations, preferences and relative, participating, optional or
other special  rights,  and such  qualifications,  limitations  or  restrictions
pertaining to each class or series of preferred stock that we issue.

     We believe  that the ability of our board of directors to issue one or more
series of  preferred  stock will  provide  us with  flexibility  in  structuring
possible  future  financings and  acquisitions,  and in meeting other  corporate
needs which might arise.  The authorized  shares of our preferred stock, as well
as  authorized  shares of our common stock,  are available for issuance  without
further action by our stockholders, unless such action is required by applicable
law or the rules of any stock  exchange or automated  quotation  system on which
our  securities may be listed or traded.  The New York Stock Exchange  currently
requires shareholder approval in several instances,  including where the present
or  potential  issuance of shares  could  result in an increase in the number of
shares of common stock, or in the amount of voting securities, outstanding of at
least 20%. If stockholder approval is not required for the issuance of shares of
preferred or common  stock,  our board of directors  may  determine  not to seek
stockholder approval.

Provisions That May Have an Anti-Takeover Effect

     Some  provisions  of  the  Certificate  of  Incorporation  and  the  Bylaws
summarized  below may be deemed to have an  anti-takeover  effect and may delay,
deter or prevent a tender offer or takeover attempt that some, or a majority, of
our  stockholders  might  believe  to be in  their  best  interests  or in which
stockholders  might  receive a premium  for their  stock  over the  then-current
market price of such stock.

     Board of Directors

     The Bylaws  provide  that,  subject  to any rights of holders of  preferred
stock to elect additional directors under specified circumstances, the number of
directors  will  be  fixed  from  time  to time  by  resolution  adopted  by the
affirmative  vote of a majority  of the board of  directors  or  pursuant to the
action of the  stockholders.  In addition,  the Certificate of Incorporation and
the Bylaws provide that newly created directorships  resulting from any increase
in the authorized number of directors or any vacancies in the board of directors
resulting  from death,  resignation,  disqualification  or removal may be filled
only by a majority vote of the directors then in office.

     Amendments to the Certificate of Incorporation and Bylaws

     The  Certificate of  Incorporation  generally  provides that the Bylaws and
certain  provisions of the Certificate of Incorporation may be altered,  amended
or repealed by the affirmative vote of the holders of at least a majority of our
securities  entitled  to vote in the  election of  directors.  The Bylaws may be
altered, amended or repealed by a majority vote of our board of directors or our
stockholders.

     Preferred Stock

     Our board of directors  could issue a series of preferred stock that could,
depending  on the  terms of such  series,  delay,  defer or  prevent a change in
control of us. Our board of directors will make any  determination to issue such
shares  based  on  its  judgment  as  to  the  best  interests  of  us  and  our
stockholders.  Our board of directors, in so acting, could issue preferred stock
having terms that could  discourage  an  acquisition  attempt  through  which an
acquiror  may be able to  change  the  composition  of our  board of  directors,
including a tender offer or other  transaction that some, or a majority,  of our
stockholders   might  believe  to  be  in  their  best  interests  or  in  which
stockholders  might  receive a premium  for their  stock  over the  then-current
market price of such stock.

                                       10


     Advance Notice Provisions for Stockholder Proposals or Director Nominations

     For stockholder  proposals or director  nominations to be brought before an
annual  meeting  of  stockholders,  the  Bylaws  require  that the  proposal  or
nomination  must be delivered or mailed to our  principal  executive  offices no
later than 45 days prior to the earlier of the date (as if in the current  year)
on which  notice of the date of the last  annual  meeting  was  mailed or public
disclosure  of the date the  meeting  was made.  If we did not mail or  publicly
disclose  the date of the last  annual  meeting or we have moved the date of the
annual meeting by 30 days from the date of the last annual meeting (as if in the
current  year),  the  stockholder  proposal or  nomination  must be delivered or
mailed to our  principal  executive  offices no later than 120 days prior to the
meeting.  With  respect  to an  election  of  directors  to be held at a special
meeting of stockholders,  stockholder  director nominations must be delivered or
mailed to our principal  executive offices no later than the tenth day following
the date on which notice of such meeting is first given to stockholders.

Liability and Indemnification of Directors and Officers

     Delaware General  Corporation Law, the Certificate of Incorporation and the
Bylaws  contain   provisions   relating  to  the  limitation  of  liability  and
indemnification of our directors and officers.

     The  Certificate  of  Incorporation  provides  that our  directors  are not
personally  liable to us or our  stockholders for monetary damages for breach of
their fiduciary  duties as directors,  except for such liability as is expressly
not subject to limitation  under  Delaware  corporate law, as the same exists or
may be amended to further limit or eliminate such liability.  Existing  Delaware
law permits the elimination or limitation of directors' personal liability to us
or our stockholders for monetary damages for breach of their fiduciary duties as
directors, except liability for:

     o    any breach of a director's duty of loyalty to us or our stockholders;

     o    acts  or  omissions  not  in  good  faith  or  involving   intentional
          misconduct or a knowing violation of law;

     o    any  transaction  from  which a  director  derived  improper  personal
          benefit;

     o    the unlawful payment of dividends; and

     o    unlawful stock repurchases or redemptions.

     Because  of these  exculpation  provisions,  stockholders  may be unable to
recover  monetary  damages  against  directors  for  actions  taken by them that
constitute  negligence  or that  otherwise  violate  their  fiduciary  duties as
directors,  although it may be possible to obtain  injunctive or other equitable
relief with respect to such actions.  If equitable remedies are not available to
stockholders,  stockholders  may not have an effective remedy against a director
in connection with the director's conduct.

     The Certificate of Incorporation provides as follows:

     o    we must, to the fullest extent permitted by law, indemnify any and all
          of our officers and directors;

     o    we may,  to the  fullest  extent  permitted  by law or to such  lesser
          extent as is determined  in the  discretion of the board of directors,
          indemnify all other persons; and

     o    we may  advance  expenses  to all persons to whom we have the power to
          indemnify.

     The Bylaws provide as follows:

     o    we must  indemnify our  directors  and officers to the fullest  extent
          permitted under Delaware law;

                                       11



     o    we must advance reasonable expenses  (including  attorneys' fees) of a
          director  or officer  for an  indemnifiable  claim  upon  receipt of a
          written  affirmation  by the  director  or  officer of his or her good
          faith belief that he or she has met the standard of conduct  necessary
          for  indemnification  and a written undertaking by or on behalf of the
          director  or  officer  to  repay  such  amount  if  it  is  ultimately
          determined  that he or she is not entitled to be  indemnified by us as
          authorized in the Bylaws;

     o    if  we  receive  a  claim  for   indemnification  of  expenses  of  an
          indemnifiable  claim  and do not pay the  claim  within 30 days of its
          receipt, the claimant may bring suit to recover the unpaid amount and,
          if successful in whole or in part,  the claimant will also be entitled
          to be paid the expenses of prosecuting such claim; and

     o    we may grant rights of indemnification  and advancement of expenses to
          any person who is not at the time our current director or officer.

     Additionally, we have in effect directors and officers liability insurance.

Stockholder Approval of Certain Business Combinations

     In the Certificate of  Incorporation,  we have expressly  elected not to be
governed by Section 203 of the Delaware  General  Corporation  Law.  Section 203
prohibits a Delaware corporation from engaging in certain business  combinations
with an "interested  stockholder"  for three years  following the date that such
person becomes an interested stockholder. With certain exceptions, an interested
stockholder  is a  person  or  entity  who  or  which  owns  15%  or  more  of a
corporation's  outstanding  voting  stock or is an affiliate or associate of the
corporation  and was the owner of 15% or more of such  voting  stock at any time
within the previous  three years.  Because we have elected not to be governed by
Section 203, Section 203 will not apply to us.

Transfer Agent

     The transfer  agent and registrar  for our common stock is EquiServe  Trust
Co., N.A.

                             DESCRIPTION OF WARRANTS

     We may issue warrants for the purchase of debt securities,  preferred stock
or common  stock.  We may issue  warrants  independently  or together  with debt
securities,  preferred stock or common stock or attached to or separate from the
offered  securities.  We may issue  each  series of  warrants  under a  separate
warrant  agreement  between us and a bank or trust company as warrant agent. The
warrant agent would act solely as our agent in connection  with the warrants and
will not act for or on behalf of warrant holders.

     This summary of some of the provisions of the warrants is not complete. You
should refer to the provisions of any warrant  agreement that will be filed with
the SEC as part of the  offering  of any  warrants.  We may  also  describe  the
provisions  of any warrant  agreement in a  supplement  to this  prospectus.  To
obtain  a copy of such  document,  see  "Where  You Can Find  More  Information"
beginning on page 14.

                         DESCRIPTION OF DEBT SECURITIES

     The debt securities may be issued under an indenture  between us and a bank
or trust  company  as  trustee.  The  trustee  would act  solely as our agent in
connection  with the debt  securities  and will not act for or on behalf of debt
holders.

     This  summary  of some of the  provisions  of the  debt  securities  is not
complete.  You should refer to the provisions of any indenture that may be filed
with  the  SEC as part of the  offering  of any  debt  securities.  We may  also
describe the provisions of any indenture in a supplement to this prospectus.  To
obtain a copy of such  documents,  see  "Where  You Can Find  More  Information"
beginning on page 14.

                                       12


                              PLAN OF DISTRIBUTION

     We may offer  securities  directly  or  through  underwriters,  dealers  or
agents.  A supplement to this  prospectus  would  identify  those  underwriters,
dealers or agents and describe the plan of distribution,  including  commissions
to be  paid.  If we do not  name a firm in such  supplement,  the  firm  may not
directly or indirectly  participate  in any  underwriting  of those  securities,
although  it  may   participate  in  the   distribution   of  securities   under
circumstances entitling it to a dealer's allowance or agent's commission.

     An underwriting  agreement will entitle the underwriters to indemnification
against specified civil liabilities under the federal  securities laws and other
laws. The  underwriters'  obligations  to purchase  securities may be subject to
specified  conditions  and  generally  would require them to purchase all of the
securities if any are purchased.  Unless otherwise noted in a supplement to this
prospectus,  the securities would be offered by the underwriters,  if any, when,
as and if  issued by us,  delivered  to and  accepted  by the  underwriters  and
subject to their right to reject orders in whole or in part.

     We may sell  securities to dealers,  as principals.  Those dealers then may
resell the  securities to the public at varying prices set by those dealers from
time to time. We may also offer securities through agents.  Agents generally act
on a "best  efforts" basis during their  appointment,  meaning that they are not
obligated  to  purchase  securities.  Dealers  and  agents  may be  entitled  to
indemnification as underwriters by us against some liabilities under the federal
securities laws and other laws.

     We or the  underwriters  or the agent may  solicit  offers by  institutions
approved by us to purchase  securities  under  contracts  providing  for further
payment.  Permitted institutions include commercial and savings banks, insurance
companies,  pension  funds,  investment  companies,  educational  and charitable
institutions and others. Certain conditions apply to those purchases.

     An  underwriter  may engage in  over-allotment,  stabilizing  transactions,
short covering  transactions  and penalty bids in accordance  with  Regulation M
under the  Securities  Exchange Act of 1934.  Over-allotment  involves  sales in
excess  of the  offering  size,  which  creates  a short  position.  Stabilizing
transactions  permit bidders to purchase the underlying  security so long as the
stabilizing bids do not exceed a specified maximum.  Short covering transactions
involve purchases of the securities in the open market after the distribution is
completed  to cover short  positions.  Penalty bids permit the  underwriters  to
reclaim a selling  concession from a dealer when the securities  originally sold
by the dealer are purchased in a covering  transaction to cover short positions.
Those  activities  may cause the price of the  securities  to be higher  than it
would  otherwise  be.  The  underwriters  may  engage in any  activities  on any
exchange or other market in which the  securities  may be traded.  If commenced,
the underwriters may discontinue those activities at any time.

     A supplement or pricing supplement, as applicable, will generally set forth
the anticipated delivery date of the securities being sold at that time.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are a public  company and file annual,  quarterly  and special  reports,
proxy  statements and other  information with the SEC. You may read and copy any
document we file at the SEC's public  reference room at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a fee  for  the  copying  cost.  Please  call  the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
www.sec.gov. In addition, you may read and copy our SEC filings at the office of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

     We   maintain   a   website   on  the   Internet   with  the   address   of
www.kronostio2.com.  Copies of our  Annual  Reports  on Form 10-K and  Quarterly
Reports on Form 10-Q and any  Current  Reports on Form 8-K,  and any  amendments
thereto,  are or will be  available  free of charge at such  website  as soon as
reasonably  practical after they are filed with the SEC. Additional  information

                                       13


regarding  us,  including  our audit  committee  charter,  our code of  business
conduct and ethics and our corporate governance guidelines, can also be found at
this  website as required.  Information  contained on our website is not part of
this prospectus.

     This  prospectus is only part of a registration  statement on Form S-3 that
we have filed with the SEC under the Securities Act of 1933 and therefore  omits
some of the information  contained in the registration  statement.  We have also
filed  exhibits and schedules to the  registration  statement  that are excluded
from this prospectus, and you should refer to the applicable exhibit or schedule
for a complete  description of any statement  referring to any contract or other
document.  You may  inspect  or  obtain  a copy of the  registration  statement,
including the exhibits and schedules, as described in the previous paragraph.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus and the information we file later with
the SEC will automatically update and supersede this information.

     We  incorporate  by  reference  the  documents  listed below and any future
filings made with the SEC (File No.  001-31763) under Sections 13(a),  13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  until  this  offering  is
completed:

     o    Annual Report on Form 10-K for the year ended December 31, 2003;

     o    Quarterly  Reports on Form 10-Q for the quarters ended March 31, 2004,
          June 30, 2004 and September 30, 2004; and

     o    Current  Reports  on Form 8-K filed on August 6,  2004,  September  7,
          2004,  November 9, 2004,  November  18,  2004,  November  19, 2004 and
          November 24, 2004.

     You  may  request  a copy  of  these  filings  at no  cost  by  writing  or
telephoning  Robert D.  Graham,  Vice  President  and  General  Counsel,  at the
following address and telephone number:

                             Kronos Worldwide, Inc.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                            Dallas, Texas 75240-2697
                                 (972) 233-1700

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus or in the supplement.  We have not authorized anyone
else to provide you with different  information.  You should not assume that the
information  in this  prospectus  or any  supplement  is accurate as of any date
other than the date on the front of those documents.

                                  LEGAL MATTERS

     Unless  otherwise noted in a supplement,  Locke Liddell & Sapp LLP, Dallas,
Texas,  will  pass  on the  legality  of the  securities  offered  through  this
prospectus.

                                     EXPERTS

     The consolidated  financial statements as of December 31, 2002 and 2003 and
for each of the three years in the period ended  December 31, 2003  incorporated
by reference in this  prospectus  have been so  incorporated  in reliance on the
report  of   PricewaterhouseCoopers   LLP,  an  independent   registered  public
accounting  firm, given on the authority of said firm as experts in auditing and
accounting.


                                       14



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following  table sets forth the estimated  expenses in connection  with
the offering contemplated by this Registration Statement:



                                                                
SEC Registration Fee.........................................$  11,770
Printing and Engraving Costs.................................   10,000
Accounting Fees and Expenses.................................   10,000
Legal Fees and Expenses......................................   10,000
Miscellaneous................................................    8,230
                                                              --------
Total........................................................  $50,000
                                                              ========


ITEM 15..INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  102(b)(7)  of the  Delaware  General  Corporate  Law (the  "DGCL")
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the  provisions set forth therein.  The  Registrant's  First
Amended and Restated  Certificate  of  Incorporation  provides that the personal
liability of its directors  shall be limited to the fullest extent  permitted by
applicable law.

     Section  145  of  the  DGCL   contains   provisions   permitting   Delaware
corporations to indemnify their directors, officers, employees or agents against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually and reasonably  incurred in connection with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or  investigative,  by reason of the fact that such person was or
is a  director,  officer,  employee  or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, provided that (i) such person acted in good faith and in a manner he
or she  reasonably  believed to be in, or not opposed to, the best  interests of
the corporation  and (ii) in the case of a criminal  action or proceeding,  such
person had no reasonable  cause to believe his or her conduct was  unlawful.  In
the  case  of  actions  or  suits  by or in the  right  of the  corporation,  no
indemnification  shall be made in a case in which  such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
have determined upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such court shall deem proper.  Indemnification  as described above shall only
be granted in a  specific  case upon a  determination  that  indemnification  is
proper  in  the  circumstances  because  the  indemnified  person  has  met  the
applicable  standard of conduct.  Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination,  (a)
by a majority vote of the directors who are not parties to such action,  suit or
proceeding, even though less than a quorum, (b) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
(c) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion or (d) by the stockholders of the
corporation.  To the extent  that a director or officer of the  corporation  has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in subsections  (a) or (b) of Section 145, or in defense
of any claim,  issue or matter therein,  he or she shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

     The amended and restated  bylaws (the "Bylaws") of the  Registrant  provide
for  indemnification  of  its  directors  and  officers  to the  fullest  extent
permitted by the DGCL from and against all expenses (including attorneys' fees),
liabilities or other matters  arising out of their status as such or their acts,
omissions or services  rendered by such persons in such  capacities or otherwise
while serving at the request of the registrant. The Bylaws also provide that the
registrant may indemnify any person who is not at the time a current director or

                                      II-1



officer of the  registrant  to the  fullest  extent  permitted  by the DGCL.  As
provided in the Bylaws, reasonable expenses (including attorneys' fees) incurred
by a  director  or  officer  who  was,  is or is  threatened  to be made a named
defendant  or  respondent  in a  proceeding  by reason of his or her status as a
director or officer of the  registrant  or services  rendered by such persons in
such  capacities or otherwise at the request of the registrant  shall be paid by
the  registrant  in advance of the final  disposition  of such  proceeding  upon
receipt of a written  affirmation  by the director or officer of his or her good
faith  belief  that he or she has met the  standard  of  conduct  necessary  for
indemnification  and a written  undertaking  by or on behalf of the  director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the registrant as authorized in the Bylaws.

ITEM 16..EXHIBITS.

1.1*      Form of Underwriting Agreement for Debt Securities

1.2*      Form of Underwriting Agreement for Equity Securities

3.1       First  Amended and Restated  Certificate  of  Incorporation  of Kronos
          Worldwide,  Inc. -  incorporated  by  reference  to Exhibit 3.1 of the
          Registration  Statement  on  Form  10  of  the  Registrant  (File  No.
          001-31763).

3.2       Amended and Restated Bylaws of Kronos  Worldwide,  Inc. - incorporated
          by reference to Exhibit 3.2 of the  Registration  Statement on Form 10
          of the Registrant (File No. 001-31763).

4.1*      Form of Indenture

4.2       Form of common  stock  certificate  -  incorporated  by  reference  to
          Exhibit 4.1 of the Registration Statement on Form 10 of the Registrant
          (File No. 001-31763).

4.3*      Form of Certificate of Designation of Preferred Stock

4.4*      Form of preferred stock certificate

4.5*      Form of Securities Warrant Agreement

5.1       Opinion  of  Locke  Liddell  &  Sapp  LLP as to  the  legality  of the
          securities being registered

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto)

24.1      Power of Attorney (included on signature page)

25.1*     Statement of Eligibility of Trustee
---------------
* To be filed by amendment or  incorporated  by reference in connection with the
offering of the securities.

ITEM 17. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

                                      II-2


provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not apply if
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),  that  are  incorporated  by  reference  in  the  Registration
Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) The undersigned  Registrant hereby further undertakes to supplement the
applicable  prospectus  supplement,  after the  expiration  of the  subscription
period, to set forth the results of the subscription  offer, the transactions by
the  underwriters  during the  subscription  period,  the amount of unsubscribed
securities to be purchased by the underwriters,  and the terms of any subsequent
reoffering  thereof. If any public offering by the underwriters is to be made on
terms  differing  from  those set forth on the cover page of the  prospectus,  a
post-effective amendment will be filed to set forth the terms of such offering.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to trust  managers,  directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described in Item 15 of
this Registration  Statement or otherwise,  the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than in payment by the  registrant  of expenses  incurred or
paid  by a  trust  manager,  director,  officer  or  controlling  person  in the
successful  defense of any action,  suit or proceeding) is asserted  against the
registrant by such trust manager,  director,  officer or  controlling  person in
connection with the securities  being  registered  hereby,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-3



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Dallas,  State of Texas,  on the 24 day of  January,
2005.

                             KRONOS WORLDWIDE, INC.

                    By: /s/ Gregory M. Swalwell                              
                        -------------------------------------------
                        Gregory M. Swalwell
                        Vice President, Finance and Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Gregory M. Swalwell,  James W. Brown and
Robert D. Graham, each his true and lawful attorney-in-fact and agent, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement, and any registration
statement related to the offering  contemplated by this  registration  statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933,  and to file the same,  with all  exhibits  thereto,  and all other
documents in connection  therewith,  with the Securities and Exchange Commission
and  any  state  or  other  securities   authority,   granting  unto  each  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act  in  person,   hereby   ratifying  and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them or their or his  substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



               Signature                              Title and Capacity                            Date

                                                                                  
/s/ Harold C. Simmons                    Chairman of the Board and Chief Executive
------------------------------------
Harold C. Simmons                        Officer                                       January 24, 2005
                                         (Principal Executive Officer)

/s/ Steven L. Watson                     Vice Chairman of the Board                    January 24, 2005
------------------------------------
Steven L. Watson

/s/ Keith R. Coogan                      Director                                      January 24, 2005
------------------------------------
Keith R. Coogan

/s/ C. H. Moore, Jr.                     Director                                      January 24, 2005
------------------------------------
 C. H. Moore, Jr.

/s/ George E. Poston                     Director                                      January 24, 2005
------------------------------------
George E. Poston

/s/ Glenn R. Simmons                     Director                                      January 24, 2005
------------------------------------
Glenn R. Simmons

/s/ R. Gerald Turner                     Director                                      January 24, 2005
------------------------------------
R. Gerald Turner

/s/ Gregory M. Swalwell                  Vice President, Finance and Chief Financial   January 24, 2005
------------------------------------
Gregory M. Swalwell                      Officer
                                         (Principal Financial Officer)

                                      II-4


/s/ James W. Brown                       Vice President and Controller                 January 24, 2005
------------------------------------
James W. Brown                           (Principal Accounting Officer)









                                      II-5





                                  EXHIBIT INDEX

Exhibit
Number            Exhibit                                                       

1.1*      Form of Underwriting Agreement for Debt Securities

1.2*      Form of Underwriting Agreement for Equity Securities

3.1       First  Amended and Restated  Certificate  of  Incorporation  of Kronos
          Worldwide,  Inc. -  incorporated  by  reference  to Exhibit 3.1 of the
          Registration  Statement  on  Form  10  of  the  Registrant  (File  No.
          001-31763).

3.2       Amended and Restated Bylaws of Kronos  Worldwide,  Inc. - incorporated
          by reference to Exhibit 3.2 of the  Registration  Statement on Form 10
          of the Registrant (File No. 001-31763).

4.1*      Form of Indenture

4.2       Form of common  stock  certificate  -  incorporated  by  reference  to
          Exhibit 4.1 of the Registration Statement on Form 10 of the Registrant
          (File No. 001-31763).

4.3*      Form of Certificate of Designation of Preferred Stock

4.4*      Form of preferred stock certificate

4.5*      Form of Securities Warrant Agreement

5.1       Opinion  of  Locke  Liddell  &  Sapp  LLP as to  the  legality  of the
          securities being registered

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto)

24.1      Power of Attorney (included on signature page)

25.1*     Statement of Eligibility of Trustee
---------------
* To be filed by amendment or  incorporated  by reference in connection with the
offering of the securities.