May 8, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

re:      1992 Equity Incentive Plan
         Registration Statement on Form S-8

Ladies and Gentlemen:

         Submitted  herewith  for filing on behalf of Kronos  Incorporated  (the
"Company") is a Registration  Statement on Form S-8 relating to the registration
of 1,000,000  shares of Common Stock issuable  pursuant to options granted under
the Company's 1992 Equity Incentive Plan.

         This  filing  is  being   effected  by  direct   transmission   to  the
Commission's EDGAR System.

         In anticipation of this filing,  the Company caused the required filing
fee of $10,398.75 to be wired directly to the Commission's account at the Mellon
Bank in Pittsburgh.

         A copy of this Registration  Statement has been filed concurrently with
the Nasdaq National Market.

         Please contact the undersigned at  (781)487-4945  with any questions or
comments you may have regarding this filing.

Very truly yours,



Paul Lacy
Vice President, Finance and Administration

<PAGE>



              As filed with the Securities and Exchange Commission
                                 on May 8, 1998
                                                            Registration No. 33-

                       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)

                                 (781) 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,   1,000,000   $35.25(1)  $35,250,000(1) $10,398.75
$.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 May 7, 1998 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 8th day
of May, 1998.


                                                      KRONOS INCORPORATED



                                                      By:/s/ Mark S. Ain
                                                         Mark S. Ain
                                                         Chief Executive Officer


         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                   Chief Executive Officer           )
Mark S. Ain                       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)           )May 8, 1998
                                                                    )
/s/ W. Patrick Decker             Director and President            )
W. Patrick Decker                                                   )
                                                                    )
/s/ Richard J. Dumler             Director                          )
Richard J. Dumler                                                   )
                                                                    )
/s/ D. Bradley McWilliams         Director                          )
D. Bradley McWilliams                                               )
                                                                    )
/s/ Lawrence Portner              Director                          )
Lawrence Portner                                                    )
                                                                    )
/s/ Samuel Rubinovitz             Director                          )
Samuel Rubinovitz                                                   )
                                                                    )




<PAGE>




                                  Exhibit Index




Exhibit
Number                 Description

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



<PAGE>




                                                                       Exhibit 5


                                             May 8, 1998


Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154

         Re: 1992 Equity Incentive Plan

Ladies and Gentlemen:

         We have assisted in the preparation of this  Registration  Statement on
Form S-8 (the  "Registration  Statement")  to be filed with the  Securities  and
Exchange Commission relating to 1,000,000 shares of Common Stock, $.01 par value
per share (the "Shares"),  of Kronos Incorporated,  a Massachusetts  corporation
(the  "Company"),  issuable under the Company's 1992 Equity  Incentive Plan (the
"Plan").

         We have examined the Restated  Articles of Organization of the Company,
the  Amended and  Restated  By-Laws of the  Company,  and  originals,  or copies
certified to our  satisfaction,  of all pertinent records of the meetings of the
directors and stockholders of the Company,  the Registration  Statement and such
other  documents  relating  to the Company as we have  deemed  material  for the
purposes of this opinion.

         In  examination  of  the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic  copies, and the authenticity of the originals
of such latter documents.

         Based on the foregoing, we are of the opinion that the Company has duly
authorized  for  issuance  the  shares  of  its  Common  Stock  covered  by  the
Registration  Statement  to be  issued  under  the  Plan,  as  described  in the
Registration  Statement,  and such shares,  when issued in  accordance  with the
terms of the Plan, will be legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.

                                             Very truly yours,



                                             HALE AND DORR LLP



<PAGE>


                                                                    Exhibit 23.2


                       CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Equity Incentive Plan of Kronos Incorporated for the
registration  of  1,000,000  shares of its common  stock,  of our  report  dated
October 28,  1997 with  respect to the  consolidated  financial  statements  and
schedule of Kronos  Incorporated  included in its Annual  Report (Form 10-K) for
the year ended  September  30,  1997,  filed with the  Securities  and  Exchange
Commission.



                                                              ERNST & YOUNG LLP


Boston, Massachusetts
May 4, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8 05-08-98", "secsgml_size_bytes": 10715}]
{"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": "333-52209", "film-number": "98613870"}, "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"}}
May 8, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

re:      1992 Equity Incentive Plan
         Registration Statement on Form S-8

Ladies and Gentlemen:

         Submitted  herewith  for filing on behalf of Kronos  Incorporated  (the
"Company") is a Registration  Statement on Form S-8 relating to the registration
of 1,000,000  shares of Common Stock issuable  pursuant to options granted under
the Company's 1992 Equity Incentive Plan.

         This  filing  is  being   effected  by  direct   transmission   to  the
Commission's EDGAR System.

         In anticipation of this filing,  the Company caused the required filing
fee of $10,398.75 to be wired directly to the Commission's account at the Mellon
Bank in Pittsburgh.

         A copy of this Registration  Statement has been filed concurrently with
the Nasdaq National Market.

         Please contact the undersigned at  (781)487-4945  with any questions or
comments you may have regarding this filing.

Very truly yours,

Paul Lacy
Vice President, Finance and Administration
As filed with the Securities and Exchange Commission
                                 on May 8, 1998
                                                            Registration No. 33-

                       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)

                                 (781) 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,   1,000,000   $35.25(1)  $35,250,000(1) $10,398.75
$.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 May 7, 1998 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 8th day
of May, 1998.

                                                      KRONOS INCORPORATED

                                                      By:/s/ Mark S. Ain
                                                         Mark S. Ain
                                                         Chief Executive Officer

         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                   Chief Executive Officer           )
Mark S. Ain                       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)           )May 8, 1998
                                                                    )
/s/ W. Patrick Decker             Director and President            )
W. Patrick Decker                                                   )
                                                                    )
/s/ Richard J. Dumler             Director                          )
Richard J. Dumler                                                   )
                                                                    )
/s/ D. Bradley McWilliams         Director                          )
D. Bradley McWilliams                                               )
                                                                    )
/s/ Lawrence Portner              Director                          )
Lawrence Portner                                                    )
                                                                    )
/s/ Samuel Rubinovitz             Director                          )
Samuel Rubinovitz                                                   )
                                                                    )
Exhibit Index

Exhibit
Number                 Description

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

                                             May 8, 1998

Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154

         Re: 1992 Equity Incentive Plan

Ladies and Gentlemen:

         We have assisted in the preparation of this  Registration  Statement on
Form S-8 (the  "Registration  Statement")  to be filed with the  Securities  and
Exchange Commission relating to 1,000,000 shares of Common Stock, $.01 par value
per share (the "Shares"),  of Kronos Incorporated,  a Massachusetts  corporation
(the  "Company"),  issuable under the Company's 1992 Equity  Incentive Plan (the
"Plan").

         We have examined the Restated  Articles of Organization of the Company,
the  Amended and  Restated  By-Laws of the  Company,  and  originals,  or copies
certified to our  satisfaction,  of all pertinent records of the meetings of the
directors and stockholders of the Company,  the Registration  Statement and such
other  documents  relating  to the Company as we have  deemed  material  for the
purposes of this opinion.

         In  examination  of  the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic  copies, and the authenticity of the originals
of such latter documents.

         Based on the foregoing, we are of the opinion that the Company has duly
authorized  for  issuance  the  shares  of  its  Common  Stock  covered  by  the
Registration  Statement  to be  issued  under  the  Plan,  as  described  in the
Registration  Statement,  and such shares,  when issued in  accordance  with the
terms of the Plan, will be legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.

                                             Very truly yours,

                                             HALE AND DORR LLP
Exhibit 23.2

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Equity Incentive Plan of Kronos Incorporated for the
registration  of  1,000,000  shares of its common  stock,  of our  report  dated
October 28,  1997 with  respect to the  consolidated  financial  statements  and
schedule of Kronos  Incorporated  included in its Annual  Report (Form 10-K) for
the year ended  September  30,  1997,  filed with the  Securities  and  Exchange
Commission.

                                                              ERNST & YOUNG LLP

Boston, Massachusetts
May 4, 1998