As filed with the Securities and Exchange Commission
                                on July 26, 1996
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       REGISTRATION STATEMENT ON FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               KRONOS INCORPORATED
               (Exact name of issuer as specified in its charter)

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

     400 Fifth Avenue, Waltham, Massachusetts                    02154
         (Address of Principal Executive Offices)             (Zip Code)

 
                           1992 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Paul A. Lacy
                               Kronos Incorporated
                                400 Fifth Avenue
                          Waltham, Massachusetts 02154
                     (Name and address of agent for service)

                                 (617) 890-3232
          (Telephone number, including area code, of agent for service)

                                          CALCULATION OF REGISTRATION FEE

                            Proposed   Proposed
Title of                    maximum    maximum
securities     Amount       offering   aggregate    Amount of
to be          to be        price      offering     registration
registered     registered   per share  price        fee

Common Stock,    412,500   $26.38 (1) $10,879,688(1) $3,752
$.01 par         shares
value
- -------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based  upon the  average  of the high and low  prices of the Common
         Stock on the Nasdaq National Market on July 24, 1996 in accordance with
         Rules 457(c) and 457(h) of the Securities Act of 1933.







  <PAGE>






                     Statement of Incorporation by Reference

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-49430,  relating
to the  Registrant's  1992 Equity  Incentive Plan and certain other plans of the
Registrant.


<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Waltham,  Commonwealth of  Massachusetts on the 26th
day of July, 1996.


                                            KRONOS INCORPORATED



                                            By:/s/ Mark S. Ain
                                                   Mark S. Ain
                                                   President


         Each person whose signature appears below constitutes and appoints Mark
S. Ain, Paul A. Lacy and Sally  Wallace,  and each of them singly,  his true and
lawful   attorney-in-fact   and  agent  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 on Form S-8 to be filed by Kronos  Incorporated,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  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 their  substitutes,  may  lawfully  do or cause to be done by virtue
hereof.



<PAGE>



         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                   Title


/s/ Mark S. Ain             President, Chief Executive          )
Mark S. Ain                 Officer and Chairman of             )
                            the Board (principal                )
                            executive officer)                  )
                                                                )
/s/ Paul A. Lacy            Vice President,                     )
Paul A. Lacy                Finance and Administration          )
                            (principal financial                )
                            and accounting officer)             )July 26, 1996
                                                                )
/s/ D. Bradley McWilliams   Director                            )
D. Bradley McWilliams                                           )
                                                                )
/s/ Lawrence Portner        Director                            )
Lawrence Portner                                                )
                                                                )
/s/ Theodore G. Johnson     Director                            )
Theodore G. Johnson                                             )
                                                                )
/s/ David B. Kiser          Director                            )
David B. Kiser                                                  )
                                                                )
/s/ Donald S. Levy          Director                            )
Donald S. Levy                                                  )
                                                                )
/s/ Richard J. Dumler       Director                            )
Richard J. Dumler                                               )
                                                                )
/s/ Samuel Rubinovitz       Director                            )
Samuel Rubinovitz                                               )
                                                                )


<PAGE>



                                  Exhibit Index




Exhibit
Number                 Description

   5                   Opinion of Hale and Dorr
  23.1                 Consent of Hale and Dorr (included in Exhibit 5)
  23.2                 Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JULY 26, 1996", "secsgml_size_bytes": 6886}]
{"company-data": {"conformed-name": "KRONOS INC", "cik": "0000886903", "assigned-sic": "3579", "irs-number": "042640942", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08987", "film-number": "96599739"}, "business-address": {"street1": "400 FIFTH AVENUE", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178903232"}, "mail-address": {"street1": "400 FIFTH AVE", "street2": "400 FIFTH AVE", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission
                                on July 26, 1996
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       REGISTRATION STATEMENT ON FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               KRONOS INCORPORATED
               (Exact name of issuer as specified in its charter)

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

     400 Fifth Avenue, Waltham, Massachusetts                    02154
         (Address of Principal Executive Offices)             (Zip Code)

 
                           1992 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Paul A. Lacy
                               Kronos Incorporated
                                400 Fifth Avenue
                          Waltham, Massachusetts 02154
                     (Name and address of agent for service)

                                 (617) 890-3232
          (Telephone number, including area code, of agent for service)

                                          CALCULATION OF REGISTRATION FEE

                            Proposed   Proposed
Title of                    maximum    maximum
securities     Amount       offering   aggregate    Amount of
to be          to be        price      offering     registration
registered     registered   per share  price        fee

Common Stock,    412,500   $26.38 (1) $10,879,688(1) $3,752
$.01 par         shares
value
- -------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based  upon the  average  of the high and low  prices of the Common
         Stock on the Nasdaq National Market on July 24, 1996 in accordance with
         Rules 457(c) and 457(h) of the Securities Act of 1933.
Statement of Incorporation by Reference

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-49430,  relating
to the  Registrant's  1992 Equity  Incentive Plan and certain other plans of the
Registrant.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Waltham,  Commonwealth of  Massachusetts on the 26th
day of July, 1996.

                                            KRONOS INCORPORATED

                                            By:/s/ Mark S. Ain
                                                   Mark S. Ain
                                                   President

         Each person whose signature appears below constitutes and appoints Mark
S. Ain, Paul A. Lacy and Sally  Wallace,  and each of them singly,  his true and
lawful   attorney-in-fact   and  agent  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 on Form S-8 to be filed by Kronos  Incorporated,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  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 their  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 below by the following  persons in the  capacities and
on the dates indicated.

Signature                   Title

/s/ Mark S. Ain             President, Chief Executive          )
Mark S. Ain                 Officer and Chairman of             )
                            the Board (principal                )
                            executive officer)                  )
                                                                )
/s/ Paul A. Lacy            Vice President,                     )
Paul A. Lacy                Finance and Administration          )
                            (principal financial                )
                            and accounting officer)             )July 26, 1996
                                                                )
/s/ D. Bradley McWilliams   Director                            )
D. Bradley McWilliams                                           )
                                                                )
/s/ Lawrence Portner        Director                            )
Lawrence Portner                                                )
                                                                )
/s/ Theodore G. Johnson     Director                            )
Theodore G. Johnson                                             )
                                                                )
/s/ David B. Kiser          Director                            )
David B. Kiser                                                  )
                                                                )
/s/ Donald S. Levy          Director                            )
Donald S. Levy                                                  )
                                                                )
/s/ Richard J. Dumler       Director                            )
Richard J. Dumler                                               )
                                                                )
/s/ Samuel Rubinovitz       Director                            )
Samuel Rubinovitz                                               )
                                                                )
Exhibit Index

Exhibit
Number                 Description

   5                   Opinion of Hale and Dorr
  23.1                 Consent of Hale and Dorr (included in Exhibit 5)
  23.2                 Consent of Ernst & Young LLP