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CORRESP
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     February 2, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ken Schuler, Craig Arakawa, Jeanne Baker and Terence O’Brien

            Re:

            Tronox Holdings plc

            Form 10-K for the year ended December 31, 2022

            Filed on February 22, 2023

            File No. 001-35573

    Dear Mr. Schuler, Mr. Arakawa, Ms. Baker and Mr. O’Brien,

    On behalf of Tronox Holdings plc (“Tronox,” the “Company,” “we,” “us” and, with correlative meaning, “our”), the
      following responses are provided to the comments submitted to Tronox by the staff of the Securities and Exchange Commission (the “Staff”) in a letter dated December 22, 2023 (the “Letter”) relating to Tronox’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10‑K”),

      in compliance with the extension period granted by the Staff in a telephone conference on December 26, 2023. Terms not defined herein shall have the meaning set forth in the 2022 Form 10-K. We have restated below in italics the comments from the
      Letter and have supplied our response to the comment immediately thereafter.

    The Company proposes to comply with these comments for the first time in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10‑K”).  The Company respectfully submits that, given the proximity to the filing of the 2023 Form 10-K, this
      approach would be more appropriate to best aid investor understanding and reduce the risk of investor confusion with multiple filings, as the Staff reviews and evaluates the proposed illustrative disclosures contained herein.  The Company does not believe this approach would be prejudicial to investors, as the Company believes that all material information relating to these properties is already contained in the 2022 Form 10-K and previously
      filed technical report summaries (“TRSs”), taken as a whole, and any
      additional information provided with respect to prior periods will be available to investors in the 2023 Form 10-K.

              Tronox Holdings plc

              263 Tresser Blvd., Suite 1100

              Stamford, CT 06901 USA

              T +1 203 705 3800

              www.tronox.com

                  Securities and Exchange Commission

                  Division of Corporation Finance

                  Page 2

    To that end, the Company has endeavored to provide the Staff with proposed preliminary disclosure in the appendices hereto reflecting certain information and data of the Company as of and for the fiscal year ended
      December 31, 2023, which information and data are not yet final as of the date hereof and are thus set forth herein as placeholders for illustrative purposes. Appendix A provides the
      proposed structure for the summary property disclosure and individual property disclosure for the 2023 Form 10-K. In addition, as further discussed herein, the Company respectfully advises the Staff that there have been no material changes in the
      mineral reserves or mineral resources for the properties described in each of the TRSs incorporated by reference as Exhibit 96.1, 96.2, 96.3 and 96.4 to the 2022 Form 10-K since December 31, 2021, the effective date of each such TRS. The Company has therefore provided the Staff with certain supplemental information as of and for the fiscal year ended on such effective date, which it proposes to include in
      amendments to the respective TRSs that will be filed as exhibits to the 2023 Form 10-K in response to the Staff’s comments. Appendices B, C, D and E (collectively with Appendix A, the “Appendices”) provide such supplemental disclosure for such TRS amendments to be filed
        as Exhibits 96.1, 96.2, 96.3 and 96.4 to the 2023 Form 10-K, respectively.

    Form 10-K

    Mining Operations, page 27

    1.          The summary disclosures should encompass all your properties, including both material and non-material properties, and should appear in advance of and
        incremental to, the individual property disclosures.  The requirements for individual property disclosures are more extensive and detailed in comparison and are applicable for material properties, as determined pursuant to Item 1301 of Regulation
        S-K.  For example, the summary disclosures should describe the locations of each operating, development, and exploration property to comply with Item 1303(b)(2)(ii)(A); while the individual property disclosures should
        include comparable details along with a map for each property, showing its particular location, that is accurate to within one mile, using an easily recognizable coordinate system, to comply with Item 1304(b)(1)(i).  Please revise your filing to include and differentiate between the summary and individual property disclosures to comply with the aforementioned guidance.

    Response:

    The Company respectfully acknowledges the Staff’s interpretation of Items 1303 and 1304 of Regulation S-K and
        will include in Part I, Item 2 “Properties” of the 2023 Form 10-K finalized summary and individual property disclosure that is substantially in the form of the illustrative disclosure set forth in Appendix A.

    The Company respectfully submits to the Staff in an effort to place in context the following responses that it had considered these matters in preparing the 2022 Form 10-K and,
      based on its initial interpretation of Item 601(b)(96) and subpart 1300 of Regulation S-K, the Company provided the information required by such Item and subpart in the 2022 Form 10‑K and TRSs, considered
      together, with the exception of certain information that it did not believe to be material to investors given that the Company is a vertically integrated manufacturer of TiO2 pigment. With respect to the material properties, for example,
      certain portions of the information required under Item 1304 of Regulation S-K, such as the requisite descriptions of the properties, including maps accurate to within one mile, existing infrastructure, the
        Company’s ownership interest in the property and the history of the property, were provided only in the respective TRSs for each such property. Nonetheless, the Company recognizes that subpart 1300 of Regulation S-K applies to vertically
      integrated companies with mining operations, and the Company will therefore include the additional information set forth in Appendix A in the 2023 Form 10-K.

                  Securities and Exchange Commission

                  Division of Corporation Finance

                  Page 3

    The Company further advises the Staff that it has assessed the materiality of its mining operations as required by Item 1301 of Regulation S-K, using the principles set forth in Release No. 34-84509
      (Oct. 31, 2018). Based on this analysis, the Company has determined that the following of its mining operations are material: Cooljarloo, Atlas-Campaspe, Namakwa Sands and KZN Sands. The Company has also determined that the following of its mining
      operations are not material: Dongara, Port Durnford, Wonnerup, Ginkgo-Crayfish Dredge and Kara/Cylinder.

    Mineral Sands – South Africa and Australia, page 30

    2.          Please revise your filing to report each individual property’s production by product such as heavy metals, ilmenite, rutile, leucoxene, and zircon, as required
        by Item 1303(b)(2)(i) of Regulation S-K.

    Response:

    The Company respectfully informs the Staff that, based on its interpretation of Item 1303(b)(2)(i) of Regulation S‑K, which requires to “aggregate annual production for the properties,” the
      Company provided its aggregate mineral production for each of the three years ended December 31, 2022 on pages 30 and 31 the 2022 Form 10-K.1  Nonetheless, the Company respectfully acknowledges the
        Staff’s comment and provides the illustrative disclosure showing the Company’s aggregate annual production by property as set forth in Appendix A on page A-2. The Company will comply with this comment by including finalized disclosure in
      Part I, Item 2 “Properties” of the 2023 Form 10-K.

    Heavy Metal Reserves, page 32

    3.          Please include the commodity price used, metallurgical recovery, and the cutoff grade with your resource and reserve disclosures as required by Item 1303(b)(3)
        of Regulation S-K.

    1 This interpretation is consistent with the Release No. 34-84509 (Oct. 31, 2018), which states that “in a change from the proposed rules, which required the disclosure of the total production from
        each of the registrant’s top 20 properties by asset value for the three most recently completed fiscal years, the final rules require that the overview must include annual production on an aggregated basis for the registrant’s mining properties
        during each of the three most recently completed fiscal years” (footnotes omitted).

                  Securities and Exchange Commission

                  Division of Corporation Finance

                  Page 4

    Response:
      The Company respectfully acknowledges the Staff’s comment and provides the illustrative disclosure setting forth the commodity price used, saleable product yield (recovery) and the cutoff grade with our reserves and
        resources disclosures, as set forth in Appendix A on pages A-3 and A-4. The Company will include finalized disclosure in the 2023 Form 10-K. The Company respectfully informs the Staff that Tronox uses the term “saleable product yield (recovery)” to refer to the conversion of contained, in-situ mineral to saleable products, which is equivalent to the term “metallurgical or processing recoveries” used in subpart 1300 of
        Regulation S-K.

      4.          Please state whether your qualified persons (QP’s) are employees of your company and provide the additional information required by Item 1302(b)(5) of
          Regulation S-K.

    Response:

    The Company confirms that each of the QPs who prepared the TRSs incorporated by reference as Exhibits 96.1, 96.2, 96.3 and 96.4 to the 2022 Form 10-K is an employee of an
      indirect wholly owned subsidiary of the Company. This information will be included in Part I, Item 2 “Properties” of the 2023 Form 10-K, as indicated in Appendix A on page A-1.

    Tronox Mineral Sands – 2022 Resources, page 34

    5.          Please clearly state your mineral resources are exclusive of reserves as required by Item 1303(b)(3) of Regulation S-K.

    Response:

    The Company confirms that its mineral resources are exclusive of reserves. This information will be included in Part I, Item 2 “Properties” of the 2023 Form 10-K, as indicated in Appendix A beginning on page
      A-4.

    6.          Please modify your filing and provide a more detailed reconciliation of your resources/reserves as reported this year to last year, as required by Item 1303(e)
        of Regulation S‑K.

    Response:

    The Company respectfully acknowledges the Staff’s comment and respectfully submits that the last columns of the tables on page 33 and 34 of the 2022 Form 10-K indicate the changes in our reserves/resources compared to
      2021. As indicated in these tables there has been no material variation in the Company’s reported reserves and resources, and the changes reported are predominantly due to depletion, as indicated in the footnotes to these tables.  For these reasons,
      the Company believes that form of presentation satisfies the requirements of Item 1304(e).  Nonetheless, the Company acknowledges the Staff’s interpretation of Item 1304, and provides an illustrative more detailed reconciliation of resources and
      reserves from 2023 to 2022 as set forth in Appendix A for all of our mining operations beginning on page A-3 and for each of our material mining operations beginning on pages A-7, A-13, A-16 and A-19. The Company will comply with this comment in Part
      I, Item 2 “Properties” of the 2023 Form 10-K.

                  Securities and Exchange Commission

                  Division of Corporation Finance

                  Page 5

    7.          Please modify your filing here and elsewhere to state the book value of your material properties as required by Item 1304(b)(2)(iii) of Regulation S-K.

    Response:

    The Company acknowledges the Staff’s comment and provides the illustrative disclosure regarding the book values of each our material properties and mining operations, inclusive of
        plant, property and equipment, as set forth in Appendix A on pages A-5, A-10, A-15 and A-18. The Company will comply with this comment in the 2023 Form 10-K.

    Exhibits 96.1, 96.2, 96.3, and 96.4

        Property Description, page E-1

    8.          Please modify your exhibits and locate your property within one-mile using an easily recognizable coordinate system as required by
        Item 601(b)(96)(iii)(B)(3)(i) of Regulation S-K.

    Response:

    The Company respectfully acknowledges the Staff’s comment. Please refer to the maps on page 2 of each of Exhibit 96.1, 96.2, 96.3 and 96.4 of the 2022 Form 10-K, which the
      Company respectfully submits to the Staff are in compliance with requirements to locate each property within one-mile using an easily recognizable coordinate system pursuant to Item 601(b)(96)(iii)(B)(3)(i) of Regulation S-K. In response to the
      Staff’s comment, the Company additionally provides the coordinates of each property as shown in Appendix A on pages A-6, A-10, A-15 and A-18. The Company will amend the TRSs to include this information, and will file such amendments as Exhibits to
      the 2023 Form 10-K.

      Exhibits 96.1, 96.2, 96.3, and 96.4

          Geological Setting, Mineralisation and Deposit, page E-2

      9.          Please modify your filings and ensure you have provided at least one stratigraphic column and one cross-section of the local geology as required by Item
          601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.

      Response:

      The Company respectfully refers the Staff to the cross-sections of the local geology on page 5 of Exhibit 96.1, page 4 of Exhibit 96.2, page 6 of Exhibit 96.3 and page 9 of Exhibit 96.4 of the 2022 Form 10-K, which the Company respectfully submits to the Staff are in compliance with requirements of Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K. In response to the Staff’s comment, the Company provides the
        stratigraphic columns as shown in the Appendices on pages B-1, C-1, D-1 and E-1. The Company will amend the TRSs to include this information, and will file such amendments as Exhibits to the 2023 Form 10-K.

                  Securities and Exchange Commission

                  Division of Corporation Finance

                  Page 6

    Exhibits 96.1, 96.2, 96.3, and 96.4

        Sample Preparation, Analyses and Security, page E-3

    10.          Please modify your filing and provide the opinion of the QP regarding the adequacy of the sample preparation, security, and analytical procedures as required
        by Item 601(b)(96)(iii)(B)(8)(iv) of Regulation S-K.

    Response:

    The Company respectfully acknowledges the Staff’s comment. Each QP has confirmed to the Company that the general opinion reflected on Section 22 – Interpretation and Conclusions of each TRS (on page 19 of Exhibit 96.1,
      page 21 of Exhibit 96.2, page 24 of Exhibit 96.3 and page 24 of Exhibit 96.4 of the 2022 Form 10-K) reflects such QP’s view with respect to the adequacy of the sample preparation, security and analytical
      procedures. Nonetheless, the Company respectfully acknowledges the Staff’s interpretation and the QPs will revise their TRSs to include a statement