SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q/A

(X)      AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 30, 1996

                                       OR

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

            For the transition period from _________________ to ________________

Commission file number_____0-20109___________________________________________

                          Kronos Incorporated
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

______Massachusetts_________________         ______       04-2640942____________
(State or other jurisdiction of            (I.R.S. Employer Identification  No.)
incorporation or organization)

                  400 Fifth Avenue, Waltham, MA                 02154
- --------------------------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)

                                     (617) 890-3232
- --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since 
    last report)

         Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes__ X ___ No _____

         As of March  30,  1996,  8,063,940  shares of the  registrant's  Common
Stock,   $.01  par  value,   were  outstanding   (after  giving  effect  to  the
three-for-two  stock split of the Company's Common Stock effected in the form of
a stock dividend paid on January 29, 1996 to  stockholders  of record on January
15, 1996.)



Item 4.  Submission of Matters to a Vote of Security Holders.

         Item 4 is restated in its entirety as follows:

         (a)     The 1996 Annual Meeting of Stockholders of Kronos Incorporated
                 was held on February 2, 1996.

         (b)     At the Annual Meeting, Messrs. D. Bradley McWilliams and 
                 Lawrence Portner were elected as Class I Directors for a 
                 three-year term expiring in 1999.  In addition, the
                 Directors whose terms of office continue after the meeting 
                 are three Class II Directors:  Messrs. Theodore G. Johnson, 
                 David B. Kiser and Donald S. Levy and three Class III
                 Directors:  Messrs. Mark S. Ain, Richard J. Dumler and Samuel 
                 Rubinovitz.  The tabulation of votes for each Director nominee
                 was as follows:

                                                      FOR               WITHHELD
                D. Bradley McWilliams              4,466,530              3,000

                Lawrence Portner                   4,466,330              3,200



           (c)      The other items voted upon at the meeting were as follows:

                                                                                               BROKER
                                             FOR           AGAINST          ABSTAIN           NON-VOTES
                                                                                          
           (i)  Ratification of the       4,463,286         3,455            2,839              -----
                  selection of Ernst &
                  Young LLP

          (ii)    Approval of an          2,370,671       1,347,187          12,471             -----
                  amendment to the
                  Company's  1992  
                  Equity  Incentive  
                  Plan (i)  increasing
                  from 825,000 to 
                  1,237,500 the 
                  number of shares  
                  reserved  under the
                  Plan,  and (ii)
                  limiting  to 75,000
                  the number of shares
                  for which Awards 
                  under the Plan may
                  be granted in any
                  calendar year (in
                  each case as
                  adjusted for the
                  three-for-two stock
                  split paid on
                  January 29, 1996 to
                  stockholders of
                  record on January
                  15, 1996)









                                   SIGNATURES

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

                                     KRONOS INCORPORATED



                                     By     /s/  Paul A. Lacy
                                                 Paul A. Lacy
                                              Vice President of Finance
                                                  and Administration
                                             (Duly Authorized Officer and
                                             Principal Financial Officer)


June 17, 1996