SecProbe.io

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      April 27, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (214)756-8623

Robert D. Graham
Vice President
Kronos International, Inc.
5430 LBJ Freeway
Dallas, TX 75240-2697

Re: 	Kronos International, Inc.
	Form S-4 filed March 30, 2005
	Form 10-K for the year ended December 31, 2004
		File Nos. 333-123680 and 333-100047

Dear Mr. Graham:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM S-4 FILED MARCH 30, 2005

General

1. Are you relying on the Exxon Capital Holdings Corp., SEC no-
action
letter (April 13, 1989)?  If so, provide us a supplemental letter
with your next amendment that states you are registering the
exchange
offer in reliance upon this no-action letter and include the
representations substantially in the form found in the Morgan
Stanley
& Co., Inc., SEC no-action letter (June 5, 1991) and Shearman &
Sterling, SEC no-action letter (July 2, 1993).

2. We note that according to the post-effective amendment to your
earlier registration statement relating to the exchange offer for
the
initial notes, the holders of E5,585,000 of initial notes did not
tender in that exchange offer, which expired on November 18, 2002.
Please tell us supplementally how you will distinguish holders of
the
old notes from holders of the initial notes if those holders
attempt
to tender in this offer.

3. As currently represented, the offer could be open for less than
20
business days due to the 5:00 p.m. expiration time instead of an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement.  See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at least through midnight on the
twentieth business day.  See Rule 14d-1(g)(3).

4. Please confirm that the expiration date will be included in the
final prospectus disseminated to security holders and filed
pursuant
to the applicable provisions of Rule 424.

5. Please consider adding to your summary an organizational chart
that shows your company structure.

Prospectus Summary, page 1

6. Please discuss your fixed charge coverage ratio.  In this
connection, please note that as disclosure required by Item 503 of
Regulation S-K, your ratio of earnings to fixed charges should
appear
in the forepart of your prospectus, or at least under the caption,
Selected Financial And Other Data, found on page 27.  See
introductory language in Item 3 of Form S-4.

7. It appears that some of your information is taken verbatim from
the disclosures in your parent`s Form 10-K for the year ended
December 31, 2004.  For example, your parent states that it has
over
4,000 customers.  Please confirm that no changes need be made with
respect to any information that repeats from your parent`s Form
10-K.

8. Your summary should inform readers that the majority of the
registrant`s operating cash flows are generated by your
subsidiaries,
and that no subsidiaries guarantee the repayment of the notes.  We
note your risk factor on page 11 and your disclosure on page 57.

9. Please disclose your sales in 2004 so that readers may
appreciate
your disclosures concerning sales of TiO2, ilmenite sales, sales
of
iron-based chemical products and sales of titanyl sulfate
products.

Ranking, page 6

10. Please update your disclosures and quantify as of the most
recent
practicable date the amount of debt that is senior, equal and
junior
to these notes.  Also quantify the extent to which you may incur
additional senior indebtedness through your revolving credit
facility.

Security, page 6

11. Please name the first-tier subsidiaries here or provide a
cross-
reference to where you name these subsidiaries later in your
document.

Optional Redemption, page 6

12. You indicate that at any time on or before June 30, 2005, you
can
choose to redeem up to 35% of the outstanding notes.  Given that
it
is currently within 90 days of June 30, 2005, please disclose and
explain your current plans with regards to this optional
redemption.
We note that Kronos Worldwide has filed a $100 million shelf
registration statement that became effective March 3, 2005 that
would
permit an equity offering whose proceeds could be used to conduct
the
optional redemption.

Change of Control Offer, page 7

13. Please indicate that you may not have enough cash to redeem
the
notes at a premium.

Risk factors, page 8

14. Under distinct risk factor subheadings, please discuss the
risks
that:

	*	Investors may not be able to determine when a change of
control giving rise to their right have the exchange notes
repurchased by the company has occurred following a sale of
"substantially all" of the company`s assets; and

	*	The company can enter into transactions like
recapitalizations, reorganizations and other highly leveraged
transactions that do not constitute a change of control but that
could adversely affect the holders of the notes.

Servicing our debt requires a significant amount of cash, page 10

15. Please state your current annual debt service payment
obligations.

Covenant restriction under our subsidiaries` credit facility and
the
indenture may limit our ability to operate our business, page 10

16. Please confirm to us supplementally that you are in compliance
with all of the terms of your outstanding debt and required
ratios.
In the event you are not in compliance, please disclose the terms
you
do not meet and potential consequences.

17. Please briefly expand on the risks associated with your cross-
default provisions.

We may not have the ability to raise the funds necessary. . .
,page
11

18. Please clarify that if you fail to repurchase the notes
tendered
with a change of control, this also would constitute an event of
default under the indenture.

As a global business, we are exposed to local business risks. . .,
page 12

19. You list a variety of risks concerning your international
operations.  Describe with greater specificity the risks that
arise
from your operations in specific foreign markets.  What are the
company`s material risks?

Disclosure Regarding Forward-Looking Statements, 15

20. Please remove the reference to the Private Securities
Litigation
Reform Act, as it does not apply to statements made in connection
with a tender offer.

Terms of the Exchange Offer, page 17

21. You reserve the right "to delay the acceptance of any old
notes."
Clarify in what circumstances you will delay acceptance and
confirm
that any such delay will be consistent with Rule 14e-1(c).  For
example, if you are referring to the right to delay acceptance
only
due to an extension of the exchange offer, so state.

22. We also note your reservation of the right to amend the terms
of
the offer.  Please revise to indicate that, in the event of a
material change in the offer, including the waiver of a material
condition, you will extend the offer period necessary so that at
least five business days remain in the offer following notice of
the
material change.

23. We note the disclosure on page 18 indicating that you will
issue
new notes or return any old notes not accepted for exchanges "as
promptly as practicable" after expiration or termination of the
exchange offer.  Rule 14e-1(c) requires that you exchange the
notes
or return the old notes "promptly" upon expiration or termination
of
the offer, as applicable.  Please revise here and throughout the
document, as necessary.

24. Please advise us as to how oral notice of an extension is
reasonably calculated to reach registered holders of the
outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).

Conditions to the Exchange Offer, page 18

25. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language that precedes the bullets accordingly.

26. Please revise to explain what governmental approvals are
necessary in order to consummate the exchange offer.

Procedures for Tendering, page 19

27. Waivers of conditions must apply equally to all noteholders.
Accordingly, please revise your disclosure on page 20 in the
paragraph that carries over onto page 21.  This comment also
applies
to your Instruction 10 in your transmittal letter.

28. We note your disclosure in the fourth bullet point of the top
set
of bullets on page 21.  This gives the impression that affiliates
of
the company may participate in the exchange offer, but would not
be
able to rely on the Exxon Capital line of letters and therefore
would
have to comply with applicable registration and prospectus
delivery
requirements.  There is similar language in the letter of
transmittal.  Based on historical no-action positions, it does not
appear that affiliates can participate in the exchange offer.
Please
revise accordingly.

Management`s Discussion and Analysis, page 28
Executive Summary, page 29

29. Please revise to explain why you "currently expect income from
operations will be higher in 2005 compared to 2004."

Outlook, page 32

30. Please revise to describe your "debottlenecking programs."

31. Update the disclosure under the above caption, if applicable,
to
discuss price increases which become effective April 1, 2005 as
disclosed in the Kronos Worldwide Form 8-K for March 15, 2005.  In
general, and as applicable, discuss the reasonably expected impact
of
know events. With regard, to past recent price increases, discuss
the
impact of these increases on historical results.

Cash, Cash Equivalents, Restricted Cash and Restricted Marketable
Debt, page 39

32. Please update your disclosure here as to whether you have
received a renewal on your European Credit Facility that expires
June
2005.

33. Please revise to disclose your liquidity on a short term and
long
term basis.  We note your disclosure on page 39, but do not see
where
you have given readers any time estimates.  Refer to Item 303(a)
of
Regulation S-K, instruction 5.

Contractual Commitments, page 40

34. The table does not appear to reflect contractual purchase
commitments. Please revise or advise, as appropriate. We note that
contractual commitments are mentioned in the paragraphs that
precede
and following the table, but the table does not appear to reflect
the
contractual purchase commitments.

Business, page 43

35. Please state the date of your incorporation.

Manufacturing Process and Raw Materials, page 44

36. The second paragraph on this page discloses that raw materials
were purchased for the various plants.  Disclose a table, as
requested for the 2004 10-K filing, listing the quantities of raw
materials procured or mined to supply the Sulfate and Chloride
operations.  Segregate these raw materials in the table as slag,
beach sands concentrate, or mined materials (internal and
external)
and list general specifications.

Management, page 48

37. If one or more of the directors serves as a director or
officer
of other similar companies involved in mineral processing and
these
other companies participate in the same or similar properties as
those in which Kronos has an interest, one or more of the
directors
may have a conflict of interest or be a party to communications
that
affect pricing.  Disclose how these potential conflicts of
interest
and communication issues are resolved, and provide a risk factor
that
outlines possible conflicts of interests and the possible adverse
consequences.

Legal Matters, page 48

38. Please revise your disclosures here to describe briefly any
material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which the registrant or
any
of its subsidiaries is a party or of which any of their property
is
the subject.  You may then delete the cross-reference.

Description of the New Notes, page 55

39. Under Rule 421(b) of Regulation C, you must avoid copying
complex
information directly from the underlying indenture without any
clear
and concise explanation of this information.  It appears that you
took much of the language here directly from the underlying
indenture.  Rewrite this disclosure to comply with Rule 421(b) of
Regulation C.  See the sample prospectus Latham & Watkins prepared
for high-yield debt offerings.  Latham & Watkins worked on this
sample with the staff for compliance with Rule 421(b).  In your
prospectus, comply with Rule 421(b) to the same extent this sample
prospectus does.

Certain Covenants, page 59

40. Please revise to state, if true, that you have described the
material financial and other restrictive covenants.

Certain Definitions, page 74

41. Please review this section and delete terms whose meanings are
generally understood or are obvious from context.  A few examples
include "Common Stock," "GAAP" and "Person."

Book-Entry, Delivery and Form, page 90
Global Note, page 90

42. Revise the first sentence under this subheading to delete the
language "solely as a matter of convenience" and to otherwise
remove
the implication that you do not have responsibility for the
information in this section.

Certain Tax Considerations, page 93

43. Please delete the term "certain" in this subheading.  You are
required to disclose all material tax consequences.  Please make
corresponding changes in your table of contents.

44. We note your use of the terms "summary" and "summarized"
throughout this tax discussion.  If you file a short-form tax
opinion, you will need to revise to delete these terms and state
here
that this discussion is Locke Liddell & Sapp`s opinion.

45. Please delete the word "some" in the first sentence.  You are
required to disclose all material tax consequences.

46. Please also delete the phrase "of a general nature" in the
first
sentence of the first paragraph on page 94, as it may suggest to
investors that they cannot rely on this disclosure in making their
investment decision.

Exchange of Notes, page 94

47. We note your use of "should" in the first three bullets under
this subheading.  Is there doubt concerning these tax
consequences?
If so, please explain why counsel cannot give a "will" opinion,
describe the degree of uncertainty in this discussion and provide
risk factor disclosure setting forth the risks to investors.

Legal Matters, page 102

48. Please state that Locke Liddell & Sapp has passed on the
enforceability of the company`s obligations under the exchange
notes.

Undertakings

49. Please revise your undertakings (a)(1)(ii) and (iii) to mirror
the language in Item 512 of Regulation S-K.  You are missing the
word
"offered" in the parenthetical in (ii) and the word "not" in
(iii).

Exhibit 5.1 - Legal Opinion

50. Please obtain a revised legality opinion that includes the
file
number for the registration statement.

51. We note that you are incorporated in Delaware and the
governing
law of your Indenture is New York.  Please have counsel revise the
legal opinion so that it does not exclude Delawa