As filed with the Securities and Exchange Commission
                                 on May 5, 2000
                                                     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.)

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

                        1992 Employee Stock Purchase 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   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,   300,000    $30.9688   (1)$9,290,640  (1) $2,452.73
$.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 4, 2000 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 Employee Stock Purchase 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 Chelmsford,  Commonwealth of Massachusetts on the 5th
day of May, 2000.

                                              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 Alyce Moore,  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 5, 2000
                                                                  )
/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
  23.1                 Consent of Hale and Dorr (included in Exhibit 5)
  23.2                 Consent of Ernst & Young LLP



<PAGE>










                                                                     Exhibit 5

                                                          May 3, 2000




Kronos Incorporated
400 Fifth Avenue
Waltham, MA  02154

         Re:      1992 Employee Stock Purchase Plan, as amended

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 under the Securities Act of 1933, as amended (the "Securities  Act"),
relating to an aggregate of 300,000  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 Employee Stock Purchase Plan, as
amended (the "Plan").

We have  examined  the Restated  Articles of  Organization  of the  Company,  as
amended to date,  and 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 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 copies,  the  authenticity of the originals of such latter  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,  the Delaware General
Corporation Law statute and the federal laws of the United States of America.

Based upon and subject to 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.

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.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the  Registration  Statement in accordance  with the  requirements of
Item  601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein  under the caption  "Interests  of Named  Experts and  Counsel." 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 INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Employee Stock Purchase Plan of Kronos  Incorporated
for the  registration of 300,000 shares of its common stock, of our report dated
October 27,  1999 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,  1999,  filed with the  Securities  and  Exchange
Commission.

                                                              ERNST & YOUNG LLP


Boston, Massachusetts
May 4, 2000
[{"type": "S-8", "sequence": "1", "description": "1992 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 11011}]
{"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": "333-36402", "film-number": "620744"}, "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 May 5, 2000
                                                     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.)

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

                        1992 Employee Stock Purchase 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   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,   300,000    $30.9688   (1)$9,290,640  (1) $2,452.73
$.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 4, 2000 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 Employee Stock Purchase 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 Chelmsford,  Commonwealth of Massachusetts on the 5th
day of May, 2000.

                                              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 Alyce Moore,  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 5, 2000
                                                                  )
/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
  23.1                 Consent of Hale and Dorr (included in Exhibit 5)
  23.2                 Consent of Ernst & Young LLP
Exhibit 5

                                                          May 3, 2000

Kronos Incorporated
400 Fifth Avenue
Waltham, MA  02154

         Re:      1992 Employee Stock Purchase Plan, as amended

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 under the Securities Act of 1933, as amended (the "Securities  Act"),
relating to an aggregate of 300,000  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 Employee Stock Purchase Plan, as
amended (the "Plan").

We have  examined  the Restated  Articles of  Organization  of the  Company,  as
amended to date,  and 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 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 copies,  the  authenticity of the originals of such latter  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,  the Delaware General
Corporation Law statute and the federal laws of the United States of America.

Based upon and subject to 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.

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.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the  Registration  Statement in accordance  with the  requirements of
Item  601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein  under the caption  "Interests  of Named  Experts and  Counsel." 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 INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1992 Employee Stock Purchase Plan of Kronos  Incorporated
for the  registration of 300,000 shares of its common stock, of our report dated
October 27,  1999 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,  1999,  filed with the  Securities  and  Exchange
Commission.

                                                              ERNST & YOUNG LLP

Boston, Massachusetts
May 4, 2000