SecProbe.io

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November 7, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (405) 270-3649

Gregory F. Pilcher, Esq.
Senior Vice President, General Counsel and Secretary
Tronox Incorporated
Kerr-McGee Corporation
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

Re: 	Tronox Incorporated
	Amendment No. 3 to Registration Statement on Form S-1
Filed October 24, 2005
	File No. 333-125574

Dear Mr. Pilcher:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

General

1. Please note that we are awaiting your responses to comments 1,
4,
and 13 of our comment letter dated July 1, 2005.  Please allow a
reasonable time for our review.

Dividend Policy, page 9

2. In your letter to us dated July 29, 2005 you agreed to remove
the
reference to an intended dividend amount, and the reference was
removed from your amendment filed on that date.  However, in your
amendment filed October 24, 2005 references to an intended
dividend
amount were added back.  Further, the change to page nine was not
marked on the redline version of the amendment filed on EDGAR.

      In the future, please indicate in your letter to us the
revision of any disclosure previously agreed to with us.  Please
also
ensure that if you file a redline version on EDGAR it is complete
with respect to changes from the prior amendment.

      Please revise pages nine and 31 to remove disclosure of your
intended dividend amount or demonstrate your ability to pay the
regular quarterly dividend.

Summary Financial Data, page 11

3. Please clarify whether you have negotiated the credit agreement
referred to in your response to comment 20 in our letter dated
July
1, 2005.  If so, please file the agreement as an exhibit.  Also,
please confirm that adjusted EBITDA is computed in the exact
manner
as provided in the covenants to your debt agreement.  Please also
tell us how your discussion addresses each of the requested
disclosures in the response to Question 10 from the June 13, 2003
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures.  Please make any necessary revisions.

The costs of compliance with the extensive environmental, health
and
safety laws and regulations. . . , page 16

4. Please break out the risk disclosed in the third paragraph into
a
separate risk factor and provide more detail so that investors may
better assess the risk.  For example, are you aware of any changes
in
laws or regulations or interpretations?

Capitalization, page 32

5. We have reviewed your response to comment four.  We may have
further comment once discussion of the adjustments is added.

Financial Condition, page 53

6. Please revise your discussion of liquidity to include the
impact
and classification of the subsequent cash inflows associated with
the
repurchased receivables.

Covenant Compliance, page 55

7. Please revise your disclosure to show the derivation of the
actual
debt covenants amounts.  In addition, please present the actual
amounts alongside the required amounts.

Unsecured Notes, page 114

8. Please revise to disclose conversion features, if any.

Condensed Combined Financial Statements
Note 5 - Accounts Receivable Sales, page F-59

9. We have reviewed your response to comment nine.  Please revise
the
last sentence of the first full paragraph on page F-60 to clearly
state that this is the second time that cash inflows related to
the
same receivables are being included in operating cash flows.  In
addition, it would appear that the requirements of paragraph 22(a)
of
SFAS 95 were met the first time you recorded the cash inflows from
the original sale of these receivables.  Please tell us your basis
in
GAAP for treating the repurchase of previously sold accounts
receivable and your subsequent cash inflows from these repurchased
receivables as operating activities as opposed to financing
activities.  See paragraphs 15, 16(a), and 17(a) of SFAS 95.

10. In the updated disclosure as of September 30, 2005, please
either
disclose that all of the repurchased accounts receivable have been
collected or disclose the amount that has been collected.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Scott Watkinson, Staff Accountant, at (202)
551-3741 or Rufus Decker, Accounting Branch Chief, at (202) 551-
3769
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708 with any other questions.  Alternatively, you may contact
me
at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	David B.H. Martin, Esq. (via facsimile 212/ 645-8552)
      Covington & Burling
      1201 Pennsylvania Avenue, N.W.
      Washington, DC 20004-2401
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Gregory F. Pilcher, Esq.
Tronox, Inc.
November 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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