U.S. Securities and Exchange Commission

United States

Securities and Exchange Commission

Washington, D. C. 20549

____________________________

FORM 10-QSB / A

____________________________

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

[__] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-17321

____________________________

TOR MINERALS INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

74-2081929

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

____________________________

722 Burleson Street, Corpus Christi, Texas 78402

(Address of principal executive offices)

(361) 883-5591

(Registrant's telephone number, including area code)

____________________________

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]

No [__]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class

Shares Outstanding as of April 30, 2004

Common Stock, $0.25 par value

7,763,153

Transitional Small Business Disclosure Format (check one):

Yes [__]

No [ X ]

 

 

 

EXPLANATORY NOTE

 

 

TOR Minerals International, Inc. is filing this amendment solely for the purpose of filing exhibits 31.1, 31.2, 32.1 and 32.2, which were erroneously omitted from the original filing.

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

(a)

Exhibits

 
 

Exhibit 31.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 31.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32.1

Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32.2

Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     

(b)

Reports on Form 8-K

Item 5 & Item 7 - Press Release - January 20, 2004
TOR Announces Private Placement of Common Stock
and Series A Convertible Preferred Stock

   

Item 5 & Item 7 - Press Release - March 1, 2004
TOR Announces Fourth Quarter 2003 Earnings

   

Item 5 & Item 7 - Press Release - March 9, 2004
TOR Announces Proposed Shelf Registration Statement
for Shareholders

 

Signatures:

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 thereunto duly authorized.

 

TOR Minerals International, Inc.

____________

(Registrant)

Date:

June 2, 2004

RICHARD L. BOWERS
Richard L. Bowers
President and CEO

Date:

June 2, 2004

LAWRENCE W. HAAS
Lawrence W. Haas
Treasurer and CFO