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 6, 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 6, 2004,  Kronos  Incorporated  issued a press release providing
updated  revenue and earnings per share  guidance 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 6, 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
-----------         -----------

99.1                Press release dated January 6, 2004