As filed with the Securities and Exchange Commission on May 25, 2000
                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        TOR MINERALS INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)


                               Delaware 74-2081929
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                        TOR Minerals International, Inc.

                               722 Burleson Street

                           Corpus Christi, Texas 78402
          (Address of principal executive offices, including zip code)

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

            2000 INCENTIVE PLAN FOR TOR MINERALS INTERNATIONAL, INC.

                            (Full title of the plan)
                       ----------------------------------

                             L. Steven Leshin, Esq.
                 Jenkens & Gilchrist, a Professional Corporation
                          1445 Ross Avenue, Suite 3200
                               Dallas, Texas 75202
                     (Name and address of agent for service)

                                 (214) 855-4500
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                            <C>                   <C>                  <C>                      <C>

                                                     Proposed maximum       Proposed maximum
       Title of                  Amount to            offering price           aggregate                Amount of
securities to be registered    be registered (1)      per share (2)(3)    offering price (2)(3)    registration fee (3)
---------------------------    -----------------     -----------------    ---------------------    --------------------
 Common Stock, par value         750,000                $2.56                 $1,920,000                $534.00
    $.25 per share
------------------------------ -------------------- ---------------------------------------------- --------------------
<FN>

(1)  Consists  of  750,000  shares of common  stock  reserved  for  issuance  to
employees and other eligible  persons of TOR Minerals  International,  Inc. (the
"Company")  pursuant to the 2000 Incentive Plan for TOR Minerals  International,
Inc. (the "Plan"). In addition, pursuant to Rule 416 under the Securities Act of
1933,  this  Registration  Statement  also  covers  an  indeterminate  number of
additional  shares of the Company's  Common Stock (the "Common Stock")  issuable
pursuant to the exercise of options and/or awards granted or to be granted under
the Plan to prevent dilution that may result from any future stock splits, stock
dividends or similar  transactions  affecting  the Common  Stock.

(2) Estimated solely for the purpose of computing the registration fee.


(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common  Stock  offered  hereunder  pursuant to the Plan is based upon 750,000
shares of Common  Stock  reserved  for  issuance  under the Plan,  at a price of
$2.56,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ Small Cap Market System on May 23, 2000.
<PAGE>
</FN>
</TABLE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Company  hereby  incorporates  by  reference  in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1) the Company's  Annual  Report on Form 10-KSB filed with the  Commission
for the fiscal year ended December 31, 1999;

     (2) the Company's Quarterly Report on Form 10-QSB filed with the Commission
for the three months ended March 31, 2000;  (3) the Company's  Current Report on
Form 8-K,  dated March 1, 2000 and the amendment  thereto on Form 8-K/A filed by
the Company with the Commission on May 12, 2000; and

     (4) the  description  of the Common  Stock of the  Company set forth in the
Registration  Statement on Form 8-A,  filed with the  Commission on December 14,
1988,  including  any amendment or report filed for the purpose of updating such
description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another corporation or corporation as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section  145(b) of the DGCL  empowers a  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matters as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication but in view of all the circumstances of the case,
such  person is fairly  and  reasonably  entitled  to  indemnification  for such
expenses which the court shall deem proper.

         Section  145(c) of the DGCL  further  provides  that,  to the  extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

         Section  145(f) of the DGCL provides  that the statutory  provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other  things,  the  certificate  of  incorporation,  bylaws or  indemnification
agreements.  Article Tenth of the Company's  Certificate  of  Incorporation,  as
amended, provides for the indemnification of the Company's officers,  directors,
employees and agents to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed.

         None.
<PAGE>



Item 8.  Exhibits.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
registration statement.

         Exhibit  Description of Exhibit

         4.1      Form of Common Stock Certificate (incorporated by reference to
                  the  Company's   Registration   Statement  on  Form  S-1  (No.
                  33-25354) filed November 3, 1988, which registration statement
                  became effective December 14, 1988).

         4.2      2000 Incentive Plan for TOR Minerals  International,  Inc.
                  (incorporated by reference to the Company's definitive Proxy
                  Statement on Schedule 14A filed April 11, 2000)

         5.1*     Opinion of  Jenkens &  Gilchrist,  a  Professional Corporation

         23.1*    Consent of Jenkens & Gilchrist, a Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2*    Consent of Ernst & Young LLP

         23.3*    Consent of Deloitte Touche Tohmatsu

         24.1     Power of Attorney (included in the signature page of this
                  Registration Statement)
         -------

         *        Filed herewith.



<PAGE>


Item 9.  Undertakings.

         A.       The undersigned Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof; and

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

         B. The  undersigned  Company  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Corpus Christi, Texas, on May 19, 2000.

                                      TOR MINERALS INTERNATIONAL, INC.

                                      By:  /s/ Bernard A. Paulson
                                          --------------------------------
                                          Bernard A. Paulson
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears below hereby  constitutes and appoints Bernard A. Paulson and Richard L.
Bowers and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and re-  substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         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 included:

<TABLE>
<CAPTION>

Signature                    Capacity                                          Date
<S>                          <C>                                           <C>

/s/ Bernard A. Paulson       President, Chief Executive                    May 19, 2000
----------------------       Officer and Director
Bernard A. Paulson


/s/ Craig Schkade            Chief Financial Officer                       May 19, 2000
-----------------            and Treasurer
Craig Schkade                (Principal Accounting and Financial Officer)


/s/ Richard L. Bowers        Executive Vice President                      May 19, 2000
---------------------        and Director
Richard L. Bowers


/s/ Thomas W. Pauken         Chairman of the Board of Directors            May 24, 2000
--------------------
Thomas W. Pauken

/s/ W. Craig Epperson        Director                                      May 23, 2000
---------------------
W. Craig Epperson

                             Director                                      May __, 2000
---------------------
Christopher J. McGougan


                             Director                                      May __, 2000
---------------------------
Si Boon Lim



</TABLE>

<PAGE>





                                INDEX TO EXHIBITS

                                                                     Sequential
Exhibit                                                                   Page
Number         Document Description                                      Number

4.1    Form  of  Common  Stock  Certificate  (incorporated  by reference to the
       Company's Registration Statement on Form S-1 (No. 33-25354)filed November
       3, 1988, which registration statement became effective December 14,
       1988).

4.2    2000 Incentive Plan for TOR Minerals  International,  Inc. (incorporated
       by reference to the Company's definitive Proxy Statement on Schedule 14A
       filed April 11, 2000).

5.1*   Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1*  Consent of Jenkens & Gilchrist, a Professional Corporation (included in
       opinion filed as Exhibit 5.1 hereto)

23.2*  Consent of Ernst & Young LLP

23.3*  Consent of Deloitte Touche Tohmatsu

24.1   Power of Attorney  (included in the signature page of this Registration
       Statement)

-------
 *        Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR TOR MINERALS", "secsgml_size_bytes": 18016}]
{"company-data": {"conformed-name": "TOR MINERALS INTERNATIONAL INC", "cik": "0000842295", "assigned-sic": "2810", "irs-number": "742081929", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37878", "film-number": "643941"}, "business-address": {"street1": "722 BURLESON STREET", "city": "CORPUS CHRISTI", "state": "TX", "zip": "78402", "phone": "361-883-5591"}, "mail-address": {"street1": "722 BURLESON", "city": "CORPUS CHRISTI", "state": "TX", "zip": "78402"}, "former-company": {"former-conformed-name": "HITOX CORPORATION OF AMERICA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 25, 2000
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        TOR MINERALS INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)

                               Delaware 74-2081929
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                        TOR Minerals International, Inc.

                               722 Burleson Street

                           Corpus Christi, Texas 78402
          (Address of principal executive offices, including zip code)

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

            2000 INCENTIVE PLAN FOR TOR MINERALS INTERNATIONAL, INC.

                            (Full title of the plan)
                       ----------------------------------

                             L. Steven Leshin, Esq.
                 Jenkens & Gilchrist, a Professional Corporation
                          1445 Ross Avenue, Suite 3200
                               Dallas, Texas 75202
                     (Name and address of agent for service)

                                 (214) 855-4500
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
       Title of                  Amount to            offering price           aggregate                Amount of
securities to be registered    be registered (1)      per share (2)(3)    offering price (2)(3)    registration fee (3)
---------------------------    -----------------     -----------------    ---------------------    --------------------
 Common Stock, par value         750,000                $2.56                 $1,920,000                $534.00
    $.25 per share
------------------------------ -------------------- ---------------------------------------------- --------------------
(1)  Consists  of  750,000  shares of common  stock  reserved  for  issuance  to
employees and other eligible  persons of TOR Minerals  International,  Inc. (the
"Company")  pursuant to the 2000 Incentive Plan for TOR Minerals  International,
Inc. (the "Plan"). In addition, pursuant to Rule 416 under the Securities Act of
1933,  this  Registration  Statement  also  covers  an  indeterminate  number of
additional  shares of the Company's  Common Stock (the "Common Stock")  issuable
pursuant to the exercise of options and/or awards granted or to be granted under
the Plan to prevent dilution that may result from any future stock splits, stock
dividends or similar  transactions  affecting  the Common  Stock.

(2) Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common  Stock  offered  hereunder  pursuant to the Plan is based upon 750,000
shares of Common  Stock  reserved  for  issuance  under the Plan,  at a price of
$2.56,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ Small Cap Market System on May 23, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Company  hereby  incorporates  by  reference  in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1) the Company's  Annual  Report on Form 10-KSB filed with the  Commission
for the fiscal year ended December 31, 1999;

     (2) the Company's Quarterly Report on Form 10-QSB filed with the Commission
for the three months ended March 31, 2000;  (3) the Company's  Current Report on
Form 8-K,  dated March 1, 2000 and the amendment  thereto on Form 8-K/A filed by
the Company with the Commission on May 12, 2000; and

     (4) the  description  of the Common  Stock of the  Company set forth in the
Registration  Statement on Form 8-A,  filed with the  Commission on December 14,
1988,  including  any amendment or report filed for the purpose of updating such
description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
Item 6.  Indemnification of Directors and Officers.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another corporation or corporation as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section  145(b) of the DGCL  empowers a  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matters as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication but in view of all the circumstances of the case,
such  person is fairly  and  reasonably  entitled  to  indemnification  for such
expenses which the court shall deem proper.

         Section  145(c) of the DGCL  further  provides  that,  to the  extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

         Section  145(f) of the DGCL provides  that the statutory  provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other  things,  the  certificate  of  incorporation,  bylaws or  indemnification
agreements.  Article Tenth of the Company's  Certificate  of  Incorporation,  as
amended, provides for the indemnification of the Company's officers,  directors,
employees and agents to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed.

         None.
Item 8.  Exhibits.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
registration statement.

         Exhibit  Description of Exhibit

         4.1      Form of Common Stock Certificate (incorporated by reference to
                  the  Company's   Registration   Statement  on  Form  S-1  (No.
                  33-25354) filed November 3, 1988, which registration statement
                  became effective December 14, 1988).

         4.2      2000 Incentive Plan for TOR Minerals  International,  Inc.
                  (incorporated by reference to the Company's definitive Proxy
                  Statement on Schedule 14A filed April 11, 2000)

         5.1*     Opinion of  Jenkens &  Gilchrist,  a  Professional Corporation

         23.1*    Consent of Jenkens & Gilchrist, a Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2*    Consent of Ernst & Young LLP

         23.3*    Consent of Deloitte Touche Tohmatsu

         24.1     Power of Attorney (included in the signature page of this
                  Registration Statement)
         -------

         *        Filed herewith.
Item 9.  Undertakings.

         A.       The undersigned Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof; and

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

         B. The  undersigned  Company  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Corpus Christi, Texas, on May 19, 2000.

                                      TOR MINERALS INTERNATIONAL, INC.

                                      By:  /s/ Bernard A. Paulson
                                          --------------------------------
                                          Bernard A. Paulson
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears below hereby  constitutes and appoints Bernard A. Paulson and Richard L.
Bowers and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and re-  substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         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 included:
Signature                    Capacity                                          Date
/s/ Bernard A. Paulson       President, Chief Executive                    May 19, 2000
----------------------       Officer and Director
Bernard A. Paulson

/s/ Craig Schkade            Chief Financial Officer                       May 19, 2000
-----------------            and Treasurer
Craig Schkade                (Principal Accounting and Financial Officer)

/s/ Richard L. Bowers        Executive Vice President                      May 19, 2000
---------------------        and Director
Richard L. Bowers

/s/ Thomas W. Pauken         Chairman of the Board of Directors            May 24, 2000
--------------------
Thomas W. Pauken

/s/ W. Craig Epperson        Director                                      May 23, 2000
---------------------
W. Craig Epperson

                             Director                                      May __, 2000
---------------------
Christopher J. McGougan

                             Director                                      May __, 2000
---------------------------
Si Boon Lim
INDEX TO EXHIBITS

                                                                     Sequential
Exhibit                                                                   Page
Number         Document Description                                      Number

4.1    Form  of  Common  Stock  Certificate  (incorporated  by reference to the
       Company's Registration Statement on Form S-1 (No. 33-25354)filed November
       3, 1988, which registration statement became effective December 14,
       1988).

4.2    2000 Incentive Plan for TOR Minerals  International,  Inc. (incorporated
       by reference to the Company's definitive Proxy Statement on Schedule 14A
       filed April 11, 2000).

5.1*   Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1*  Consent of Jenkens & Gilchrist, a Professional Corporation (included in
       opinion filed as Exhibit 5.1 hereto)

23.2*  Consent of Ernst & Young LLP

23.3*  Consent of Deloitte Touche Tohmatsu

24.1   Power of Attorney  (included in the signature page of this Registration
       Statement)

-------
 *        Filed herewith.