<HTML>
<HEAD>
<TITLE>Form S-8></TITLE>
</HEAD>
<BODY>
<P>As filed with the Securities and Exchange Commission on March 9, 2004</P>
<P ALIGN=RIGHT>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
<HR>
<P ALIGN=CENTER>UNITED STATES<BR>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549<BR>--------------------</P>
<P ALIGN=CENTER>FORM S-8<BR>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933<BR>--------------------</P>
<P ALIGN=CENTER>KRONOS WORLDWIDE, INC.<BR>(Exact name of registrant as specified
in its charter)</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=50% ALIGN=CENTER>Delaware<BR>(State or other jurisdiction<BR>
of incorporation or<BR>organization)</TD>
<TD WIDTH=50% ALIGN=CENTER VALIGN=TOP>76-0294959<BR>(I.R.S. Employer<BR>
Identification No.)</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD WIDTH=50% ALIGN=CENTER>Three Lincoln Centre<BR>5430 LBJ Freeway, Suite 1700
<BR>Dallas, Texas<BR>(Address of principal<BR>executive offices)</TD>
<TD WIDTH=50% ALIGN=CENTER VALIGN=TOP>75240-2697<BR>(Zip Code)</TD></TR></TABLE>
<P ALIGN=CENTER>--------------------</P>
<P ALIGN=CENTER>KRONOS WORLDWIDE, INC. 2003 LONG-TERM INCENTIVE PLAN<BR>
(Full title of the plan)</P>
<P ALIGN=CENTER>--------------------</P>
<P ALIGN=CENTER>A. Andrew R. Louis, Esq.<BR>Three Lincoln Centre<BR>
5430 LBJ Freeway, Suite 1700<BR>Dallas, Texas 75240-2697<BR>(972) 233-1700<BR>
(Name, address and telephone number<BR>including area code of agent for
service)</P>
<P ALIGN=CENTER>--------------------</P>
<HR>

<P ALIGN=CENTER>CALCULATION OF REGISTRATION FEE</P>
<HR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Title of securities<BR>to be registered
</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Amount to be<BR>registered (1)</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Proposed maximum<BR>offering price<BR>
per share (2) (3)</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Proposed maximum<BR>aggregate offering
<BR>price (2) (3)</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Amount of<BR>registration fee (3)</TD>
</TR></TABLE>
<HR COLOR=BLACK>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>Common stock,<BR>par value<BR>$0.01 per
share</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>150,000</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>$31.97</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>$4,795,500</TD>
<TD WIDTH=15% ALIGN=CENTER VALIGN=BOTTOM>$607.59</TD>
</TR></TABLE>
<HR COLOR=BLACK>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=5% VALIGN=TOP>(1)</TD>
<TD WIDTH=95%>Pursuant to Rule 416, additional shares of the registrant's common
stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the
exercise of awards granted or to be granted under the plan in order to prevent
dilution resulting from any future stock split, stock dividend or similar
transaction are also being registered hereunder.</TD></TR>
<TR>
<TD VALIGN=TOP>(2)</TD>
<TD>Estimated solely for the purpose of calculating the registration fee.</TD>
</TR>
<TR>
<TD VALIGN=TOP>(3)</TD>
<TD>Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of the Common Stock offered  hereunder  pursuant to the plan is based on 150,000
shares of Common Stock  reserved for issuance  under the plan but not subject to
outstanding stock options, at a price per share of $31.97,  which is the average
of the highest  and lowest  selling  price per share of Common  Stock on the New
York Stock Exchange, Inc. on March 4, 2004.</TD></TR>
</TABLE>
<HR>

<PAGE>
<P ALIGN=CENTER>PART I</P>
<P ALIGN=CENTER>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information  required by Part I to be contained
in the Section 10(a) prospectus is omitted from this  registration  statement in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), and the Note to Part I of Form S-8.</P>
<P ALIGN=CENTER>PART II</P>
<P ALIGN=CENTER>INFORMATION REQUIRED IN REGISTRATION STATEMENT</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=10%>Item 3.</TD>
<TD WIDTH=90%>Incorporation of Documents by Reference.</TD></TR></TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The registrant hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
registrant with the Securities and Exchange Commission (the "Commission"):</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
&nbsp;&nbsp;&nbsp;&nbsp;the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 that is filed with the Commission;</TD></TR>
<TR>
<TD>&nbsp;</TD></TR>
<TR>
<TD></TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
&nbsp;&nbsp;&nbsp;&nbsp;the description of the Common Stock, par value $0.01 per
share, of the registrant (the "Common Stock") set forth in Amendment No. 4 to
the General Form for Registration of Securities on Form 10 (File No. 001-31763)
filed with the Commission on November 6, 2003, including any amendment or report
filed for the purpose of updating such description; and</TD>
</TR>
<TR>
<TD>&nbsp;</TD></TR>
<TR>
<TD></TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
&nbsp;&nbsp;&nbsp;&nbsp;all documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this registration statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities remaining unsold at the time of
such amendment.</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=10%>Item 6.</TD>
<TD WIDTH=90%>Indemnification of Directors and Officers.</TD></TR></TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 102(b)(7)
of the Delaware General Corporate Law (the "DGCL") permits a Delaware
corporation to limit the personal liability of its directors in accordance with
the provisions set forth therein. The registrant's First Amended and Restated
Certificate of Incorporation provides that the personal liability of its
directors shall be limited to the fullest extent permitted by applicable
law.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of
the DGCL contains provisions permitting Delaware corporations to indemnify their
directors, officers, employees or agents against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i) such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and (ii) in the case of a criminal action
or proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. In the case of actions or suits by or in the right of the
corporation, no indemnification shall be made in a case in which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall have determined upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such court shall deem proper. Indemnification as described above
shall only be granted in a specific case upon a determination that
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct. Such determination shall be made,
with respect to a person who is a director or officer at the time of such
determination, (a) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, (b) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, (c) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (d) by
the stockholders of the corporation. To the extent that a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) or (b) of Section 145,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amended and
restated bylaws (the "Bylaws") of the registrant provide for indemnification of
its directors and officers to the fullest extent permitted by the DGCL from and
against all expenses (including attorneys' fees), liabilities or other matters
arising out of their status as such or their acts, omissions or services
rendered by such persons in such capacities or otherwise while serving at the
request of the registrant. The Bylaws also provide that the registrant may
indemnify any person who is not at the time a current director or officer of the
registrant to the fullest extent permitted by the DGCL. As provided in the
Bylaws, reasonable expenses (including attorneys' fees) incurred by a director
or officer who was, is or is threatened to be made a named defendant or
respondent in a proceeding by reason of his or her status as a director or
officer of the registrant or services rendered by such persons in such
capacities or otherwise at the request of the registrant shall be paid by the
registrant in advance of the final disposition of such proceeding upon receipt
of a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the registrant as authorized in the
Bylaws.</P>
<HR>

<PAGE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=6%>Item 8.</TD>
<TD WIDTH=94%>Exhibits.</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=4%>&nbsp;</TD>
<TD  WIDTH=96%>(a)&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</TD></TR></TABLE>
<P>The following documents are filed as a part of this registration statement.
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=6%><U>Exhibit</U></TD>
<TD WIDTH=94% ALIGN=CENTER><U>Description of Exhibit</U></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>4.1</TD>
<TD>First  Amended and  Restated  Certificate  of  Incorporation  of  registrant
(incorporated by reference to Exhibit 3.1 to the  registrant's  General Form for
Registration of Securities on Form 10 filed with the Commission).</TD></TR>
<TR>
<TD VALIGN=TOP>4.2</TD>
<TD>Amended and Restated Bylaws of the registrant  (incorporated by reference to
Exhibit 3.1 to the  registrant's  General Form for Registration of Securities on
Form 10 filed with the Commission).</TD></TR>
<TR>
<TD VALIGN=TOP>4.3</TD>
<TD>Kronos  Worldwide,  Inc. 2003  Long-Term  Incentive  Plan  (incorporated  by
reference to Exhibit 10.4 to the  registrant's  General Form for Registration of
Securities on Form 10 filed with the Commission).</TD></TR>
<TR>
<TD VALIGN=TOP>5.1*</TD>
<TD>Opinion of A. Andrew R. Louis, Esq.</TD></TR>
<TR>
<TD>23.1</TD>
<TD>Consent of A. Andrew R. Louis, Esq. (included in his opinion filed as
Exhibit 5.1).</TD></TR>
<TR>
<TD>23.2*</TD>
<TD>Consent of PricewaterhouseCoopers LLP</TD></TR>
<TR>
<TD>24.1</TD>
<TD>Power of Attorney (see the initial signature page of this registration
statement).</TD></TR></TABLE>
<P>----------</P>
<P>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed herewith.</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=10%>Item 9.</TD>
<TD WIDTH=90%>Undertakings.</TD></TR></TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;The undersigned registrant
hereby undertakes:</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=5%>&nbsp;</TD>
<TD  WIDTH=95%>(1)&nbsp;&nbsp;&nbsp;&nbsp;to  file,  during  any period in which
offers or sales are being made, a post-effective  amendment to this registration
statement  to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;</TD></TR>
<TR>
<TD>&nbsp;</TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>(2)&nbsp;&nbsp;&nbsp;&nbsp;that, for  the  purpose  of   determining   any
liability under the Securities Act, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and</TD></TR>
<TR>
<TD>&nbsp;</TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>(3)&nbsp;&nbsp;&nbsp;&nbsp;to   remove  from  registration  by  means  of  a
post-effective  amendment any of the  securities  being  registered  that remain
unsold at the termination of the offering.</TD></TR></TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;The       undersigned
registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the registrant's annual report pursuant
to section  13(a) or section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;Insofar            as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.</P>
<HR>

<PAGE>
<P ALIGN=CENTER>SIGNATURES</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all the  requirements  for filing on  Form S-8  and has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Dallas, Texas, on March 8, 2004:</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>KRONOS WORLDWIDE, INC.<BR><BR><BR>By: <U>/s/ Gregory M.
Swalwell</U><BR> Gregory M. Swalwell<BR>Vice President,
Finance</TD></TR></TABLE>
<P ALIGN=CENTER>POWER OF ATTORNEY</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;KNOW  ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below constitutes and appoints Robert D. Graham, Gregory
M.  Swalwell  and A.  Andrew R.  Louis,  and each of them,  his true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<HR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant  to the  requirements of the Securities Act,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=33% ALIGN=CENTER VALIGN=TOP><U>Signature</U><BR></TD>
<TD WIDTH=33% ALIGN=CENTER VALIGN=TOP><U>Title</U><BR></TD>
<TD WIDTH=33% ALIGN=CENTER VALIGN=TOP><U>Date</U><BR></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP><U>/s/ Harold C. Simmons</U><BR>Harold C. Simmons</TD>
<TD VALIGN=TOP>Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ Gregory M. Swalwell</U><BR>Gregory M. Swalwell</TD>
<TD>Vice President, Finance (Principal Financial and Accounting Officer)</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ George E. Poston</U><BR>George E. Poston</TD>
<TD VALIGN=TOP>Director</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ C. H. Moore Jr.</U><BR>C. H. Moore Jr.</TD>
<TD VALIGN=TOP> Director</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ Glenn R. Simmons</U><BR>Glenn R. Simmons</TD>
<TD VALIGN=TOP>Director</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ R. Gerald Turner</U><BR>R. Gerald Turner</TD>
<TD VALIGN=TOP>Director</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD><U>/s/ Steven L. Watson</U><BR>Steven L. Watson</TD>
<TD VALIGN=TOP>Director</TD>
<TD ALIGN=CENTER VALIGN=TOP>March 8, 2004</TD></TR>
<TR>
<TD></TD><TD></TD><TD></TD></TR></TABLE>
<HR>
<P ALIGN=CENTER>INDEX TO EXHIBITS</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=6%><U>Exhibit</U></TD>
<TD WIDTH=94% ALIGN=CENTER><U>Description of Exhibit</U></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>4.1</TD>
<TD>First  Amended and Restated  Certificate of Incorporation of registrant
(incorporated by reference to Exhibit 3.1 to the  registrant's  General Form for
Registration of Securities on Form 10 filed with the Commission).</TD></TR>
<TR>
<TD>4.2</TD>
<TD> Amended and Restated Bylaws of the registrant (incorporated by reference to
Exhibit 3.1 to the registrant's General Form for Registration of Securities on
Form 10 filed with the Commission).</TD></TR>
<TR>
<TD>4.3</TD>
<TD>Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.4 to the registrant's General Form for Registration of
Securities on Form 10 filed with the Commission).</TD></TR>
<TR>
<TD>5.1*</TD>
<TD>Opinion of A. Andrew R. Louis, Esq.</TD></TR>
<TR>
<TD>23.1</TD>
<TD>Consent of A. Andrew R. Louis, Esq. (included in his opinion filed as
Exhibit 5.1).</TD></TR>
<TR>
<TD>23.2*</TD>
<TD>Consent of PricewaterhouseCoopers LLP</Td></TR>
<TR>
<TD>24.1</TD>
<TD>Power of Attorney (see the initial signature page of this registration
statement).</TD></TR></TABLE>
<P>----------</P>
<P>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed herewith.</P>
</BODY>
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Form S-8>
As filed with the Securities and Exchange Commission on March 9, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
--------------------
KRONOS WORLDWIDE, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation or
organization)
76-0294959
(I.R.S. Employer
Identification No.)
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas
(Address of principal
executive offices)
75240-2697
(Zip Code)
--------------------
KRONOS WORLDWIDE, INC. 2003 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
--------------------
A. Andrew R. Louis, Esq.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
(972) 233-1700
(Name, address and telephone number
including area code of agent for
service)
--------------------
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)
Proposed maximum
offering price
per share (2) (3)
Proposed maximum
aggregate offering
price (2) (3)
Amount of
registration fee (3)
Common stock,
par value
$0.01 per
share
150,000
$31.97
$4,795,500
$607.59
(1)
Pursuant to Rule 416, additional shares of the registrant's common
stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the
exercise of awards granted or to be granted under the plan in order to prevent
dilution resulting from any future stock split, stock dividend or similar
transaction are also being registered hereunder.
(2)
Estimated solely for the purpose of calculating the registration fee.
(3)
Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of the Common Stock offered  hereunder  pursuant to the plan is based on 150,000
shares of Common Stock  reserved for issuance  under the plan but not subject to
outstanding stock options, at a price per share of $31.97,  which is the average
of the highest  and lowest  selling  price per share of Common  Stock on the New
York Stock Exchange, Inc. on March 4, 2004.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information  required by Part I to be contained
in the Section 10(a) prospectus is omitted from this  registration  statement in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The registrant hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
registrant with the Securities and Exchange Commission (the "Commission"):
(1)
    the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 that is filed with the Commission;
(2)
    the description of the Common Stock, par value $0.01 per
share, of the registrant (the "Common Stock") set forth in Amendment No. 4 to
the General Form for Registration of Securities on Form 10 (File No. 001-31763)
filed with the Commission on November 6, 2003, including any amendment or report
filed for the purpose of updating such description; and
(3)
    all documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this registration statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities remaining unsold at the time of
such amendment.
Item 6.
Indemnification of Directors and Officers.
Section 102(b)(7)
of the Delaware General Corporate Law (the "DGCL") permits a Delaware
corporation to limit the personal liability of its directors in accordance with
the provisions set forth therein. The registrant's First Amended and Restated
Certificate of Incorporation provides that the personal liability of its
directors shall be limited to the fullest extent permitted by applicable
law.
Section 145 of
the DGCL contains provisions permitting Delaware corporations to indemnify their
directors, officers, employees or agents against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person was or is a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i) such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and (ii) in the case of a criminal action
or proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. In the case of actions or suits by or in the right of the
corporation, no indemnification shall be made in a case in which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall have determined upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such court shall deem proper. Indemnification as described above
shall only be granted in a specific case upon a determination that
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct. Such determination shall be made,
with respect to a person who is a director or officer at the time of such
determination, (a) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, (b) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, (c) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (d) by
the stockholders of the corporation. To the extent that a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) or (b) of Section 145,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
The amended and
restated bylaws (the "Bylaws") of the registrant provide for indemnification of
its directors and officers to the fullest extent permitted by the DGCL from and
against all expenses (including attorneys' fees), liabilities or other matters
arising out of their status as such or their acts, omissions or services
rendered by such persons in such capacities or otherwise while serving at the
request of the registrant. The Bylaws also provide that the registrant may
indemnify any person who is not at the time a current director or officer of the
registrant to the fullest extent permitted by the DGCL. As provided in the
Bylaws, reasonable expenses (including attorneys' fees) incurred by a director
or officer who was, is or is threatened to be made a named defendant or
respondent in a proceeding by reason of his or her status as a director or
officer of the registrant or services rendered by such persons in such
capacities or otherwise at the request of the registrant shall be paid by the
registrant in advance of the final disposition of such proceeding upon receipt
of a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the registrant as authorized in the
Bylaws.
Item 8.
Exhibits.
(a)    Exhibits.
The following documents are filed as a part of this registration statement.
Exhibit
Description of Exhibit
4.1
First  Amended and  Restated  Certificate  of  Incorporation  of  registrant
(incorporated by reference to Exhibit 3.1 to the  registrant's  General Form for
Registration of Securities on Form 10 filed with the Commission).
4.2
Amended and Restated Bylaws of the registrant  (incorporated by reference to
Exhibit 3.1 to the  registrant's  General Form for Registration of Securities on
Form 10 filed with the Commission).
4.3
Kronos  Worldwide,  Inc. 2003  Long-Term  Incentive  Plan  (incorporated  by
reference to Exhibit 10.4 to the  registrant's  General Form for Registration of
Securities on Form 10 filed with the Commission).
5.1*
Opinion of A. Andrew R. Louis, Esq.
23.1
Consent of A. Andrew R. Louis, Esq. (included in his opinion filed as
Exhibit 5.1).
23.2*
Consent of PricewaterhouseCoopers LLP
24.1
Power of Attorney (see the initial signature page of this registration
statement).
----------
*     Filed herewith.
Item 9.
Undertakings.
A.   The undersigned registrant
hereby undertakes:
(1)    to  file,  during  any period in which
offers or sales are being made, a post-effective  amendment to this registration
statement  to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;
(2)    that, for  the  purpose  of   determining   any
liability under the Securities Act, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3)    to   remove  from  registration  by  means  of  a
post-effective  amendment any of the  securities  being  registered  that remain
unsold at the termination of the offering.
B.    The       undersigned
registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the registrant's annual report pursuant
to section  13(a) or section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.
C.    Insofar            as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all the  requirements  for filing on  Form S-8  and has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Dallas, Texas, on March 8, 2004:
KRONOS WORLDWIDE, INC.
By:
/s/ Gregory M.
Swalwell
Gregory M. Swalwell
Vice President,
Finance
POWER OF ATTORNEY
KNOW  ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below constitutes and appoints Robert D. Graham, Gregory
M.  Swalwell  and A.  Andrew R.  Louis,  and each of them,  his true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to the  requirements of the Securities Act,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Harold C. Simmons
Harold C. Simmons
Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)
March 8, 2004
/s/ Gregory M. Swalwell
Gregory M. Swalwell
Vice President, Finance (Principal Financial and Accounting Officer)
March 8, 2004
/s/ George E. Poston
George E. Poston
Director
March 8, 2004
/s/ C. H. Moore Jr.
C. H. Moore Jr.
Director
March 8, 2004
/s/ Glenn R. Simmons
Glenn R. Simmons
Director
March 8, 2004
/s/ R. Gerald Turner
R. Gerald Turner
Director
March 8, 2004
/s/ Steven L. Watson
Steven L. Watson
Director
March 8, 2004
INDEX TO EXHIBITS
Exhibit
Description of Exhibit
4.1
First  Amended and Restated  Certificate of Incorporation of registrant
(incorporated by reference to Exhibit 3.1 to the  registrant's  General Form for
Registration of Securities on Form 10 filed with the Commission).
4.2
Amended and Restated Bylaws of the registrant (incorporated by reference to
Exhibit 3.1 to the registrant's General Form for Registration of Securities on
Form 10 filed with the Commission).
4.3
Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.4 to the registrant's General Form for Registration of
Securities on Form 10 filed with the Commission).
5.1*
Opinion of A. Andrew R. Louis, Esq.
23.1
Consent of A. Andrew R. Louis, Esq. (included in his opinion filed as
Exhibit 5.1).
23.2*
Consent of PricewaterhouseCoopers LLP
24.1
Power of Attorney (see the initial signature page of this registration
statement).
----------
*     Filed herewith.