SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEMARTINO JOSEPH

(Last)

(First)

(Middle)

C/O KRONOS INCORPORATED

297 BILLERICA ROAD

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KRONOS INC [ KRON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Worldwide Customer Service

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2004		M		3,375	A	$12.42	4,452⁽¹⁾	D
Common Stock	07/30/2004		S		3,375	D	$42.6378	1,077	D
Common Stock	07/30/2004		M		2,812	A	$12.42	3,889	D
Common Stock	07/30/2004		S		2,812	D	$42.6378	1,077	D
Common Stock	07/30/2004		M		8,438	A	$17.77	9,515	D
Common Stock	07/30/2004		S		8,438	D	$42.6378	1,077	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$12.42⁽²⁾	07/30/2004		M			3,375⁽²⁾	04/11/2001	10/11/2004	Common Stock	3,375	$0	0	D
Option to Buy	$12.42⁽³⁾	07/30/2004		M			2,812⁽³⁾	04/12/2002	10/12/2005	Common Stock	2,812⁽³⁾	$0	2,813	D
Option to Buy	$17.77	07/30/2004		M			8,438	10/02/2002	04/02/2006	Common Stock	8,438	$0	16,875	D

Explanation of Responses:

1. Includes 408 shares acquired under the KRON employee stock purchase plan in February, 2004

2. The shares outstanding under this option were previously reported as 2250 shares at an exercise price of $18.63 per share but have been adjusted to reflect the stock split payable on October 31, 2003

3. The shares outstanding under this option were previously reported as 3750 shares at an exercise price of $18.63 per share but have been adjusted to reflect the stock split payable on October 31, 2003

Remarks:

	Elspeth Grant Pruett/Attorney-in-fact	08/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.