UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   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): January 25, 2005

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

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

         0-17321                                          74-2081929
(Commission File Number)                      (IRS Employer Identification No.)

         722 Burleson Street
         Corpus Christi, Texas                              78402
(Address of Principal Executive Offices)                 (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))






                                EXPLANATORY NOTE

     This  8-K/A is filed  solely  to amend  in its  entirety  Item  1.01 of TOR
Minerals  International,  Inc.'s (the  "Company") Form 8-K filed on December 22,
2004.  The  Company  has  identified  the  counterparty  to the  purchase  order
described below, which was omitted from the original filing in accordance with a
Confidentiality Request that has been withdrawn.

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On  December  20,  2004,  we agreed to accept a purchase  order  from  Engelhard
Corporation to supply them with 100% of their Aluprem requirements for 2005. The
value of this purchase order is estimated to be up to  $10,500,000.  In addition
to this purchase order,  we supplied  Engelhard  Corporation  with their Aluprem
requirements for 2004 resulting in sales of approximately $4,800,000.

Either  party may  cancel  the  agreement  in the event the other has  failed to
perform or observe the terms and  conditions of the purchase order by giving ten
days  prior  written  notice.  We  have  also  agreed  to  indemnify   Engelhard
Corporation for claims, damages or expenses caused by our breach of the purchase
order or our negligent, reckless or intentional acts or omissions.

On December 21, 2004,  we entered  into a loan  agreement  with Bank of America,
N.A. (the "Bank"),  which amended and restated our previous loan  agreement with
the Bank dated August 23, 2002, as amended.  Under the loan agreement,  the Bank
has agreed to continue to provide us with a $5,000,000  revolving line of credit
subject to a defined  borrowing  base limited to the lesser of $5,000,000 or 80%
of eligible accounts receivable and 50% of eligible inventory up to a maximum of
$2,850,000.  The  revolving  loan is due on October  1, 2006.  The Bank has also
agreed to issue  standby  letters  of credit  for our  account  up to the amount
available under the revolving line of credit.  Our prior term loan with the Bank
in the amount of $782,500  was restated  under the loan  agreement to the unpaid
balance of $581,858.93.  The term loan bears interest at 5.2% and matures on May
1, 2007.  We are  required to make monthly  principal  payments in the amount of
$20,064.10.  Both the  revolving  and the term loan are secured by our property,
plant and equipment as well as inventory and accounts receivable.

The  loan  agreement  contains  covenants  that,  among  other  things,  require
maintenance of financial ratios based on our consolidated results of operations.
The loan  agreement also requires us to notify the Bank upon the occurrence of a
"material  adverse event," which among other items, is considered to be an event
that  may  adversely  affect  our  financial  condition,  business,  properties,
operations,  the Bank's  collateral or the Bank's  ability to enforce its rights
under the loan  agreement  and ancillary  documents.  Any such  notification  is
considered  an event of default under the loan  agreement.  Under our prior loan
agreement  with the Bank,  the  determination  of an  occurrence  of a "material
adverse event" was in the discretion of the Bank.









                                   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:  January 26, 2005                       /s/ RICHARD BOWERS
                                              Richard Bowers
                                              President and CEO

Date:  January 26, 2005                       /s/ LAWRENCE W. HAAS
                                              Lawrence W. Haas
                                              Treasurer and CFO