SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 29, 2004

                               Kronos Incorporated
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               (Exact name of registrant as specified in charter)

Massachusetts                        0-20109                    04-2640942
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(State or other juris-             (Commission                (IRS Employer
diction of incorporation           File Number)             Identification No.)


         297 Billerica Road, Chelmsford, MA             01824
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      (Address of principal executive offices)        (Zip Code)


        Registrant's telephone number, including area code: 978-250-9800

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          (Former name or former address, if changed since last report)




Item 12.  Results of Operations and Financial Condition


     On January 29, 2004,  Kronos  Incorporated  announced its financial results
for the fiscal quarter ended January 3, 2004. The full text of the press release
issued in connection  with the  announcement is attached as Exhibit 99.1 to this
Current Report on Form 8-K.

     The information in this Form 8-K and the Exhibit  attached hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934 (the  "Exchange  Act") or  otherwise  subject  to the  liabilities  of that
section,  nor shall it be deemed  incorporated  by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.





                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Date:  January 29, 2004             KRONOS INCORPORATED

                                    By:  /s/  Paul A. Lacy
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                                              Paul A. Lacy
                                    Executive Vice President, Chief Financial
                                    and Administrative officer





                                  EXHIBIT INDEX

Exhibit No.      Description
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99.1             Press release dated January 29, 2004