As filed with the Securities and Exchange Commission on February 8, 2002

                                                    Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               KRONOS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

         Massachusetts                                        04-2640942
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

297 Billerica Road, Chelmsford, MA                               01824
(Address of Principal Executive Offices)                      (Zip Code)

                               Kronos Incorporated
                            2002 Stock Incentive Plan
                            (Full Title of the Plan)

                                  Paul A. Lacy
                               Kronos Incorporated
                               297 Billerica Road
                         Chelmsford, Massachusetts 01824
                     (Name and Address of Agent For Service)
                                 (978) 250-9800
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed Maximum  Proposed Maximum
  Title of                           Offering         Aggregate       Amount of
Securities to      Amount to be      Price Per        Offering      Registration
be Registered     Registered (1)       Share            Price            Fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value
per share         1,700,000 shares   $51.31(2)     $87,227,000(2)        $8,025
================================================================================

(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this registration  statement shall be deemed to cover additional securities
     that may  from  time to time be  offered  or  issued  to  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and  based  upon the  average  of the high and low  prices of the
     Registrant's  common  stock as  reported on The Nasdaq  National  Market on
     February 5, 2002.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plan covered by this registration  statement  pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

     The written  statement  required by Item 2 is included in documents sent or
given  to  participants  in the  plan  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

(a)  The  registrant's  latest annual report filed  pursuant to Section 13(a) or
     15(d) of the Exchange Act or the latest  prospectus  filed pursuant to Rule
     424(b) under the Securities Act that contains audited financial  statements
     for the registrant's latest fiscal year for which such statements have been
     filed.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the document referred to in
     (a) above.

(c)  The   description   of  the  securities   contained  in  the   registrant's
     registration  statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the  Massachusetts  General  Laws  ("M.G.L.")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  or (iii) a vote adopted by the holders of a
majority of the shares of stock  entitled to vote on the election of  directors.
In all instances,  the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional.

     In accordance with Section 67 of Chapter 156B of the M.G.L., the registrant
has elected to commit to provide indemnification to its officer's and directors.
Section 9 of the  registrant's  Amended and  Restated  By-Laws  (the  "By-Laws")
provides that the registrant  shall,  to the maximum extent  permitted by law of
The Commonwealth of Massachusetts,  indemnify any person against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in settlement
or as fines and penalties,  and counsel fees, reasonably incurred by such person
in  connection  with the defense or  disposition  of any  action,  suit or other
proceeding, whether civil, criminal,  administrative or investigative,  in which
such  person may be involved  or with which such  person may be  threatened,  by
reason of the fact that such  person is or was or has agreed to be a director or
officer of the  registrant  or while a director  or officer is or was serving at
the request of the registrant as a director, officer, partner, trustee, employee
or agent of another organization or in any capacity with respect to any employee
benefit plan. Such  indemnification  shall be provided although the person to be
indemnified is not currently a director,  officer, partner, trustee, employee or
agent of the  corporation  or such other  organization  or no longer serves with
respect to any such employee benefit plan.

     Notwithstanding  the foregoing,  the  registrant's  By-Laws further provide
that no indemnification shall be provided with respect to any matter disposed of
by settlement, consent decree or other negotiated resolution unless:

(a)  such  indemnification  shall have been approved by holders of the shares of
     the corporation's capital stock then entitled to vote for directors, voting
     such  shares as a single  class,  by a  majority  of the votes  cast on the
     question  exclusive  of any  shares  owned  by an  interested  director  or
     officer; or

(b)  such  indemnification and such settlement,  decree or resolution shall have
     been  approved  as  being  in  the  best  interest  of the  corporation  or
     organization  or plan or  participants  served,  as the case may be,  after
     notice  that  it  involves  such  indemnification,  by a  majority  of  the
     disinterested   directors  (or,  if  applicable,   the  sole  disinterested
     director) then in office (whether or not constituting a quorum); or

(c)  if  no  directors  are   disinterested,   a  written  opinion,   reasonably
     satisfactory to the corporation,  of independent  legal counsel selected by
     the corporation, shall have been furnished to the corporation that (i) such
     indemnification  and such settlement,  decree or resolution are in the best
     interest of the corporation or organization or plan or participants served,
     as the case may be, and (ii) if adjudicated, such indemnification would not
     be found to have been prohibited by law.

     The registrant's  By-Laws also provide that expenses reasonably incurred in
the defense or disposition of any such action,  suit or other  proceeding may be
paid from time to time by the  registrant  in advance  of the final  disposition
thereof upon receipt of an  undertaking by the person so indemnified to repay to
the  corporation  the  amounts  so  paid  if it is  ultimately  determined  that
indemnification for such expenses is not authorized under the By-Laws.

     In addition,  Article 6, Section 6.10 of the registrant's Restated Articles
of Organization  eliminates the personal liability of the registrant's directors
to the  registrant  or its  stockholders  for  monetary  damages for breach of a
director's  fiduciary  duty,  except to the  extent  Chapter  156B of the M.G.L.
prohibits the elimination or limitation of such liability.

     The registrant  maintains a general liability insurance policy which covers
certain liabilities of its directors and officers arising out of claims based on
acts or omissions in their capacities as directors or officers.

     At present,  there is no pending  litigation  or  proceeding  involving any
director,  officer,  employee  or  agent  as to  which  indemnification  will be
required or permitted  under the  By-Laws.  The  registrant  is not aware of any
threatened  litigation  or  proceeding  that  may  result  in a claim  for  such
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings.

1.  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:

(i)  To include any  prospectus  required by Section  10(a)(3) of the Securities
     Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

(iii)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;
     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  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.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

2.   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 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.

3.   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  Securities  and
     Exchange  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  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.


<PAGE>

                                   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 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 Chelmsford, Massachusetts, on this 8th day of February, 2002.

                                            KRONOS INCORPORATED

                                            By:
                                               ---------------------------------
                                                       Mark S. Ain
                                                       Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Kronos  Incorporated,  hereby
severally  constitute  and appoint Mark S. Ain, Paul A. Lacy and Alyce Moore and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  registration  statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said registration  statement,  and generally to do all
such things in our names and on our behalf in our  capacities  as  officers  and
directors to enable  Kronos  Incorporated  to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said attorneys,  or any of them, to said registration statement
and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                      Title                                Date


______________________   Chief Executive Officer and            February 8, 2002
Mark S. Ain              Chairman of the Board
                         (principal executive officer)


______________________   Vice President, Finance and            February 8, 2002
Paul A. Lacy             Administration, (principal
                         financial and accounting officer)


______________________   Director, President and Chief          February 8, 2002
W. Patrick Decker        Operating Officer



______________________   Director                               February 8, 2002
Richard J. Dumler




______________________   Director                               February 8, 2002
D. Bradley McWilliams




______________________   Director                               February 8, 2002
Lawrence Portner




______________________   Director                               February 8, 2002
Samuel Rubinovitz


<PAGE>


                                INDEX TO EXHIBITS

Number        Description

4.1(1)        Restated Articles of Organization of the Registrant.
4.2(2)        Amended and Restated By-Laws of the Registrant.
5.1           Opinion of Hale and Dorr LLP, counsel to the Registrant.
10.1(3)       Kronos Incorporated 2002 Stock Incentive Plan.
23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2          Consent of Ernst & Young LLP, independent auditors.
24.1          Power of attorney (included on the signature pages of this
              registration statement)

------------

(1)  Incorporated by reference to the  Registrant's  Form 10-Q for the quarterly
     period ended April 3, 1998.

(2)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-1 (File No. 33-47383).

(3)  Incorporated  by reference to the  Registrant's  Proxy  Statement  filed on
     December 19, 2001.


<PAGE>


                           [HALE AND DORR LETTERHEAD]

                                February 8, 2002

Kronos Incorporated
297 Billerica Road
Chelmsford, Massachusetts 01824

Re:  2002 Stock Incentive Plan

Ladies and Gentlemen:

     We have assisted in the preparation of a Registration Statement on Form S-8
(the  "Registration  Statement")  to be filed with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 1,700,000 shares of common stock,
$0.01  par  value  per  share  (the  "Shares"),   of  Kronos   Incorporated,   a
Massachusetts  corporation  (the  "Company"),  issuable under the Company's 2002
Stock Incentive Plan (the "Plan").

     We have  examined the  Restated  Articles of  Organization  and 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  our  examination  of the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified,  photostatic or other copies, the authenticity of the originals
of any such  documents  and the  legal  competence  of all  signatories  to such
documents.

     We assume that the appropriate action will be taken, prior to the offer and
sale of the shares in  accordance  with the Plan,  to  register  and qualify the
shares for sale under all applicable state securities or "blue sky" laws.

     We express no  opinion  herein as to the laws of any state or  jurisdiction
other than the state laws of The Commonwealth of  Massachusetts  and the federal
laws of the United States of America.

     It is understood  that this opinion is to be used only in  connection  with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly  authorized  for issuance  and,  when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

     We hereby  consent to the filing of this  opinion  with the  Commission  in
connection with the  Registration  Statement in accordance with the requirements
of Item  601(b)(5) of Regulation  S-K under the  Securities  Act. In giving such
consent,  we do not hereby  admit that we are in the  category of persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.


                                                     Very truly yours,

                                                     /s/ Hale and Dorr LLP

                                                     HALE AND DORR LLP

<PAGE>

                                                                   Exhibit 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 pertaining to the 2002 Stock Incentive Plan of Kronos Incorporated, for
the  registration  of 1,700,000  shares of its common stock, of our report dated
October 25,  2001,  with respect to the  consolidated  financial  statements  of
Kronos Incorporated included in its Annual Report (Form 10-K) for the year ended
September 30, 2001, filed with the Securities and Exchange Commission.



                                                          /s/ Ernst & Young LLP

Boston, Massachusetts
February 6, 2002


<PAGE>



                         KRONOS INCORPORATED LETTTERHEAD

                                February 8, 2002

VIA ELECTRONIC SUBMISSION

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


Re:      Kronos Incorporated
         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  (the  "Registration
Statement")  relating to 1,700,000 shares of the Company's  common stock,  $0.01
par value per share,  issuable  pursuant to the Company's  2002 Stock  Incentive
Plan.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR  System.  The  full  amount  of the  filing  fee due with  respect  to the
Registration Statement has been wired to the SEC.

     Please  contact the  undersigned  at (978)  250-9800  with any questions or
comments you may have regarding this filing.

                                                     Very truly yours,

                                                     /s/ Paul A. Lacy

                                                     Paul A. Lacy

Enclosures
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{"company-data": {"conformed-name": "KRONOS INC", "cik": "0000886903", "assigned-sic": "7372", "irs-number": "042640942", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82370", "film-number": "02530898"}, "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 February 8, 2002

                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               KRONOS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

         Massachusetts                                        04-2640942
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

297 Billerica Road, Chelmsford, MA                               01824
(Address of Principal Executive Offices)                      (Zip Code)

                               Kronos Incorporated
                            2002 Stock Incentive Plan
                            (Full Title of the Plan)

                                  Paul A. Lacy
                               Kronos Incorporated
                               297 Billerica Road
                         Chelmsford, Massachusetts 01824
                     (Name and Address of Agent For Service)
                                 (978) 250-9800
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed Maximum  Proposed Maximum
  Title of                           Offering         Aggregate       Amount of
Securities to      Amount to be      Price Per        Offering      Registration
be Registered     Registered (1)       Share            Price            Fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value
per share         1,700,000 shares   $51.31(2)     $87,227,000(2)        $8,025
================================================================================

(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this registration  statement shall be deemed to cover additional securities
     that may  from  time to time be  offered  or  issued  to  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and  based  upon the  average  of the high and low  prices of the
     Registrant's  common  stock as  reported on The Nasdaq  National  Market on
     February 5, 2002.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plan covered by this registration  statement  pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

     The written  statement  required by Item 2 is included in documents sent or
given  to  participants  in the  plan  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

(a)  The  registrant's  latest annual report filed  pursuant to Section 13(a) or
     15(d) of the Exchange Act or the latest  prospectus  filed pursuant to Rule
     424(b) under the Securities Act that contains audited financial  statements
     for the registrant's latest fiscal year for which such statements have been
     filed.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the document referred to in
     (a) above.

(c)  The   description   of  the  securities   contained  in  the   registrant's
     registration  statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the  Massachusetts  General  Laws  ("M.G.L.")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  or (iii) a vote adopted by the holders of a
majority of the shares of stock  entitled to vote on the election of  directors.
In all instances,  the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional.

     In accordance with Section 67 of Chapter 156B of the M.G.L., the registrant
has elected to commit to provide indemnification to its officer's and directors.
Section 9 of the  registrant's  Amended and  Restated  By-Laws  (the  "By-Laws")
provides that the registrant  shall,  to the maximum extent  permitted by law of
The Commonwealth of Massachusetts,  indemnify any person against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in settlement
or as fines and penalties,  and counsel fees, reasonably incurred by such person
in  connection  with the defense or  disposition  of any  action,  suit or other
proceeding, whether civil, criminal,  administrative or investigative,  in which
such  person may be involved  or with which such  person may be  threatened,  by
reason of the fact that such  person is or was or has agreed to be a director or
officer of the  registrant  or while a director  or officer is or was serving at
the request of the registrant as a director, officer, partner, trustee, employee
or agent of another organization or in any capacity with respect to any employee
benefit plan. Such  indemnification  shall be provided although the person to be
indemnified is not currently a director,  officer, partner, trustee, employee or
agent of the  corporation  or such other  organization  or no longer serves with
respect to any such employee benefit plan.

     Notwithstanding  the foregoing,  the  registrant's  By-Laws further provide
that no indemnification shall be provided with respect to any matter disposed of
by settlement, consent decree or other negotiated resolution unless:

(a)  such  indemnification  shall have been approved by holders of the shares of
     the corporation's capital stock then entitled to vote for directors, voting
     such  shares as a single  class,  by a  majority  of the votes  cast on the
     question  exclusive  of any  shares  owned  by an  interested  director  or
     officer; or

(b)  such  indemnification and such settlement,  decree or resolution shall have
     been  approved  as  being  in  the  best  interest  of the  corporation  or
     organization  or plan or  participants  served,  as the case may be,  after
     notice  that  it  involves  such  indemnification,  by a  majority  of  the
     disinterested   directors  (or,  if  applicable,   the  sole  disinterested
     director) then in office (whether or not constituting a quorum); or

(c)  if  no  directors  are   disinterested,   a  written  opinion,   reasonably
     satisfactory to the corporation,  of independent  legal counsel selected by
     the corporation, shall have been furnished to the corporation that (i) such
     indemnification  and such settlement,  decree or resolution are in the best
     interest of the corporation or organization or plan or participants served,
     as the case may be, and (ii) if adjudicated, such indemnification would not
     be found to have been prohibited by law.

     The registrant's  By-Laws also provide that expenses reasonably incurred in
the defense or disposition of any such action,  suit or other  proceeding may be
paid from time to time by the  registrant  in advance  of the final  disposition
thereof upon receipt of an  undertaking by the person so indemnified to repay to
the  corporation  the  amounts  so  paid  if it is  ultimately  determined  that
indemnification for such expenses is not authorized under the By-Laws.

     In addition,  Article 6, Section 6.10 of the registrant's Restated Articles
of Organization  eliminates the personal liability of the registrant's directors
to the  registrant  or its  stockholders  for  monetary  damages for breach of a
director's  fiduciary  duty,  except to the  extent  Chapter  156B of the M.G.L.
prohibits the elimination or limitation of such liability.

     The registrant  maintains a general liability insurance policy which covers
certain liabilities of its directors and officers arising out of claims based on
acts or omissions in their capacities as directors or officers.

     At present,  there is no pending  litigation  or  proceeding  involving any
director,  officer,  employee  or  agent  as to  which  indemnification  will be
required or permitted  under the  By-Laws.  The  registrant  is not aware of any
threatened  litigation  or  proceeding  that  may  result  in a claim  for  such
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings.

1.  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:

(i)  To include any  prospectus  required by Section  10(a)(3) of the Securities
     Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

(iii)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;
     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  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.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

2.   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 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.

3.   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  Securities  and
     Exchange  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  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 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 Chelmsford, Massachusetts, on this 8th day of February, 2002.

                                            KRONOS INCORPORATED

                                            By:
                                               ---------------------------------
                                                       Mark S. Ain
                                                       Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Kronos  Incorporated,  hereby
severally  constitute  and appoint Mark S. Ain, Paul A. Lacy and Alyce Moore and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  registration  statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said registration  statement,  and generally to do all
such things in our names and on our behalf in our  capacities  as  officers  and
directors to enable  Kronos  Incorporated  to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said attorneys,  or any of them, to said registration statement
and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                      Title                                Date

______________________   Chief Executive Officer and            February 8, 2002
Mark S. Ain              Chairman of the Board
                         (principal executive officer)

______________________   Vice President, Finance and            February 8, 2002
Paul A. Lacy             Administration, (principal
                         financial and accounting officer)

______________________   Director, President and Chief          February 8, 2002
W. Patrick Decker        Operating Officer

______________________   Director                               February 8, 2002
Richard J. Dumler

______________________   Director                               February 8, 2002
D. Bradley McWilliams

______________________   Director                               February 8, 2002
Lawrence Portner

______________________   Director                               February 8, 2002
Samuel Rubinovitz
INDEX TO EXHIBITS

Number        Description

4.1(1)        Restated Articles of Organization of the Registrant.
4.2(2)        Amended and Restated By-Laws of the Registrant.
5.1           Opinion of Hale and Dorr LLP, counsel to the Registrant.
10.1(3)       Kronos Incorporated 2002 Stock Incentive Plan.
23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2          Consent of Ernst & Young LLP, independent auditors.
24.1          Power of attorney (included on the signature pages of this
              registration statement)

------------

(1)  Incorporated by reference to the  Registrant's  Form 10-Q for the quarterly
     period ended April 3, 1998.

(2)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-1 (File No. 33-47383).

(3)  Incorporated  by reference to the  Registrant's  Proxy  Statement  filed on
     December 19, 2001.
[HALE AND DORR LETTERHEAD]

                                February 8, 2002

Kronos Incorporated
297 Billerica Road
Chelmsford, Massachusetts 01824

Re:  2002 Stock Incentive Plan

Ladies and Gentlemen:

     We have assisted in the preparation of a Registration Statement on Form S-8
(the  "Registration  Statement")  to be filed with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 1,700,000 shares of common stock,
$0.01  par  value  per  share  (the  "Shares"),   of  Kronos   Incorporated,   a
Massachusetts  corporation  (the  "Company"),  issuable under the Company's 2002
Stock Incentive Plan (the "Plan").

     We have  examined the  Restated  Articles of  Organization  and 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  our  examination  of the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified,  photostatic or other copies, the authenticity of the originals
of any such  documents  and the  legal  competence  of all  signatories  to such
documents.

     We assume that the appropriate action will be taken, prior to the offer and
sale of the shares in  accordance  with the Plan,  to  register  and qualify the
shares for sale under all applicable state securities or "blue sky" laws.

     We express no  opinion  herein as to the laws of any state or  jurisdiction
other than the state laws of The Commonwealth of  Massachusetts  and the federal
laws of the United States of America.

     It is understood  that this opinion is to be used only in  connection  with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly  authorized  for issuance  and,  when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

     We hereby  consent to the filing of this  opinion  with the  Commission  in
connection with the  Registration  Statement in accordance with the requirements
of Item  601(b)(5) of Regulation  S-K under the  Securities  Act. In giving such
consent,  we do not hereby  admit that we are in the  category of persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

                                                     Very truly yours,

                                                     /s/ Hale and Dorr LLP

                                                     HALE AND DORR LLP
Exhibit 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 pertaining to the 2002 Stock Incentive Plan of Kronos Incorporated, for
the  registration  of 1,700,000  shares of its common stock, of our report dated
October 25,  2001,  with respect to the  consolidated  financial  statements  of
Kronos Incorporated included in its Annual Report (Form 10-K) for the year ended
September 30, 2001, filed with the Securities and Exchange Commission.

                                                          /s/ Ernst & Young LLP

Boston, Massachusetts
February 6, 2002
KRONOS INCORPORATED LETTTERHEAD

                                February 8, 2002

VIA ELECTRONIC SUBMISSION

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

Re:      Kronos Incorporated
         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  (the  "Registration
Statement")  relating to 1,700,000 shares of the Company's  common stock,  $0.01
par value per share,  issuable  pursuant to the Company's  2002 Stock  Incentive
Plan.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR  System.  The  full  amount  of the  filing  fee due with  respect  to the
Registration Statement has been wired to the SEC.

     Please  contact the  undersigned  at (978)  250-9800  with any questions or
comments you may have regarding this filing.

                                                     Very truly yours,

                                                     /s/ Paul A. Lacy

                                                     Paul A. Lacy

Enclosures