May 4, 2012
Via EDGAR Submission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 3561
Attention: Mr. Jay Ingram
| Re: | Tronox Incorporated |
| Tronox Limited |
| Registration Statement on Form S-4 |
| File No. 333-178835 |
Dear Mr. Ingram:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Tronox Incorporated, a Delaware corporation (“Tronox Incorporated”) and Tronox Limited, a public company registered under the laws of the State of Western Australia, Australia (“Tronox Limited” and together with Tronox Incorporated, the “Registrants”) hereby request acceleration of the effective date of their Registration Statement on Form S-4 (File No. 333-178835), as amended (the “Registration Statement”), to 4:00 p.m. Eastern Time, on Friday, May 4, 2012 or as soon thereafter as practicable. The Registrants hereby acknowledge their responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Registrants acknowledge that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
Tronox Limited
ACN 153 348 111
3301 N.W. 150, Oklahoma City, OK 73134 • P.O. Box 268859, Oklahoma City, OK 73126-8859
| • | the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Christian O. Nagler of Kirkland & Ellis LLP, outside counsel to the Registrants, at (212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Sincerely,
Tronox Incorporated | ||||
| By: | /s/ Daniel Greenwell | |||
| Name: | Daniel Greenwell | |||
| Title: | Chief Financial Officer | |||
cc: Christian O. Nagler
Kirkland & Ellis LLP