8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8‑K

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

Date of report (Date of earliest event reported): May 19, 2008

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-17321 (Commission File Number)	74-2081929 (IRS Employer Identification No.)
722 Burleson Street Corpus Christi, Texas (Address of Principal Executive Offices)	78402 (Zip Code)

(361) 883-5591
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

___	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
___	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
___	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
___	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard:  Transfer of Listing.

On May 23, 2008, TOR Minerals International, Inc., (the "Company") issued a press release regarding its May 19, 2008, receipt of notification from NASDAQ that the Company had until October 6, 2008, with which to comply with the audit committee requirements for continued listing on the NASDAQ Capital Market set forth in Marketplace Rule 4350.  As a result of the untimely death of Audit Committee Chairman and Board member, John Buckley, 53, on April 8, 2008, the Audit Committee had only two members, and therefore did not comply with Rule 4350.

On May 22, 2008, the NASDAQ Staff notified the Company that the Company's appoint of Steve Paulson on May 22, 2008, to the Audit Committee brings the Company into compliance with the Marketplace Rule 4350 as the Company's Audit Committee now consists of three members and the matter is now closed.

Mr. Paulson, 44, was elected to the Board of Directors at the Company's annual meeting held earlier today.  He has served as President and a director of The Automation Group, LP ("TAG") since 1996.  TAG became a wholly owned subsidiary of Emerson Electric in December 2007.  Mr. Paulson currently serves as a direct of Compass Support Services, a privately held corporation.

Copies of the notifications from Nasdaq, as well as a copy of the press release, are furnished as Exhibits to this Current Report on Form 8-K.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial Statements of Businesses Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell company transaction Not applicable
(d)	Exhibit Number     Description 99.1     May 19, 2008, notification from NASDAQ to TOR Minerals International, Inc., identifying compliance requirements of Marketplace Rule 4350. 99.2     May 22, 2008, notification from NASDAQ confirming the Company's renewed compliance with Marketplace Rule 4350. 99.3     Press Release, dated May 23, 2008, announcing notification from Nasdaq citing compliance requirements with Marketplace Rule 4350.

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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:  May 23, 2008	/s/ STEVEN PARKER
	Steven Parker Treasurer and CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	May 19, 2008, notification from NASDAQ to TOR Minerals International, Inc., identifying compliance requirements of Marketplace Rule 4350.
99.2	May 22, 2008, notification from NASDAQ confirming the Company's renewed compliance with Marketplace Rule 4350.
99.3	Press Release, dated May 23, 2008, announcing notification from Nasdaq citing compliance requirements with Marketplace Rule 4350.

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EX-99

EXHIBIT 99.1

By Electronic Delivery to sparker@TorMinerals.com

May 19, 2008

Mr. Steven H. Parker
Treasurer and Chief Financial Officer
TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas 78402

Re:      TOR Minerals International, Inc. (the "Company")
Nasdaq Symbol: TORM

Dear Mr. Parker:

In its Proxy Statement filed on April 16, 2008, the Company indicated that John J. Buckley, a member of the Company's Board of Directors and the Audit Committee, passed away on April 8, 2008.  Accordingly, the Company no longer complies with Nasdaq's audit committee requirements as set forth in Marketplace Rule 4350.

However, consistent with Marketplace Rule 4350(d)(4), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

•           until the earlier of the Company's next annual shareholders' meeting or April 8, 2009; or

•           if the next annual shareholders' meeting is held before October 6, 2008, then the Company must evidence compliance no later than October 6, 2008.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Listing Qualifications Panel.

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.¹ The Company must provide a copy of this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the "Hearings Department") at least

¹ We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days.

See, SEC Release No. 34-49424.

Mr. Steven H. Parker
May 19, 2008
Page 2

10 minutes prior to its public dissemination.² For your convenience, we have enclosed a list of news services.³

In the event the Company does not make the required public announcement, trading in your securities will be halted.

In addition, an indicator will be broadcast over Nasdaq's market data dissemination network noting the Company's non-compliance. The indicator will be displayed with quotation information related to the Company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for such noncompliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please contact Nikolai Utochkin, Listing Analyst, at +1 301 978 8029.

Sincerely,

Randy Genau
Director
Nasdaq Listing Qualifications

²  The notice should be submitted to Nasdaq's MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for Nasdaq's Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively.

³  The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)     .

EX-99

Exhibit 99.2

Sent via Electronic Delivery to: sparker@TorMinerals.com

May 22, 2008

Mr. Steven H. Parker
Treasurer and Chief Financial Officer
TOR Minerals International, Inc.
722 Burleson Street

Corpus Christi, Texas 78402

Re:      TOR Minerals International, Inc. (the "Company")
Nasdaq Symbol: TORM

Dear Mr. Parker:

On May 19, 2008, Staff notified the Company that it did not comply with the audit committee requirements for continued listing on The Nasdaq Capital Market set forth in Marketplace Rule 4350(d)(2) (the "Rule"). Based on the information regarding the appointment of Steve Paulson to the Company's audit committee, as detailed in your email dated May 22, 2008, Staff has determined that the Company complies with the Rule and this matter is now closed.

If you have any questions, please contact Nikolai Utochkin, Lead Analyst, at (301) 978-8029.

Sincerely,

Randy Genau
Director
Nasdaq Listing Qualifications

EX-99

Exhibit 99.3

TOR Minerals Receives NASDAQ Letter Regarding Compliance with Marketplace Rule 4350

CORPUS CHRISTI, Texas, Friday, May 23, 2008- TOR Minerals International (NASDAQ: TORM - News), producer of synthetic titanium dioxide pigments, specialty alumina, and other high performance mineral fillers, announced that on May 19, 2008, NASDAQ Staff notified the Company that it had until October 6, 2008 with which to comply with the audit committee requirements for continued listing on The NASDAQ Capital Market set forth in Marketplace Rule 4350. As a result of the untimely death of Audit Committee Chairman and Board member, John Buckley, 53, on April 8, 2008, the Audit Committee only had two members, and therefore did not comply with Rule 4350.

On May 22, 2008 the NASDAQ Staff notified the Company that the appointment of Steve Paulson on May 22, 2008 to the Audit Committee brings the Company into compliance with the Marketplace Rule 4350 as the Company's Audit Committee now consists of three members and the matter is now closed.

Contact:
Dave Mossberg
(817) 310-0051