8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K/A

___________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2004

Commission file Number: 0-17321

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TOR MINERALS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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Delaware
(State or other jurisdiction of corporation) 74-2081929
(I.R.S. Employer Identification No.)

722 Burleson
Corpus Christi, Texas 78402
(Address of principal executive offices and zip code)

(361) 883-5591
(Registrant's telephone number, including area code)
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ITEM 4. Changes in Registrant's Certifying Accountant

(a) On July 8, 2004, Ernst & Young LLP ("Ernst & Young") informed TOR Minerals International, Inc. (the "Company") that Ernst & Young will resign as the Company's independent auditor effective upon the completion of the quarterly review of the Company's fiscal quarter ending June 30, 2004. The effective date of Ernst & Young's resignation was August 16, 2004.

The reports of Ernst & Young on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except for a modification as to uncertainty about the Company's ability to continue as a going concern as described in the report of Ernst & Young in the Company's Form 10-KSBon the financial statements of the Company for the fiscal year ended December 31, 2002.

In connection with its audits of the Company's financial statements for each of the two most recent fiscal years ended December 31, 2002 and 2003 and in the subsequent interim period, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference thereto to the matter in their report.

In response to the Company's request, Ernst & Young has furnished the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated August 18, 2004, is attached hereto as Exhibit 16.1 to this Form 8-K/A.

(b) The Company's Audit Committee accepted Ernst & Young's resignation and has engaged UHY Mann Frankfort Stein & Lipp CPAs LLP effective August 16, 2004, to act as the new principal independent accountant for the Company and its subsidiaries. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted UHY Mann Frankford Stein & Lipp CPAs LLP regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

ITEM 7. Financial Statements and Exhibits

(c) The following exhibit is being furnished herewith:

16.1 Letter dated August 18, 2004 from Ernst & Young LLP to the Securities and Exchange Commission regarding statements included in this Form 8-K/A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOR MINERALS INTERNATIONAL, INC. _____________________ (Registrant)
Date: August 18, 2004	RICHARD BOWERS
	Richard Bowers President and CEO
Date: August 18, 2004	LAWRENCE W. HAAS
	Lawrence W. Haas Treasurer and CFO

EXHIBIT INDEX

16.1 Letter dated August 18, 2004 from Ernst & Young LLP to the Securities and Exchange Commission regarding statements included in this Form 8-K.

EX-16

EXHIBIT 16.1 TO FORM 8-K/A

August 18, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated August 18, 2004, of TOR Minerals International, Inc. and are in agreement with the statements contained in Item 4. (a) therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP