UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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TOR MINERALS INTERNATIONAL, INC.

(Name of Registrant as Specified in Its Charter)

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TOR MINERALS
INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 2006

The annual meeting of stockholders of TOR Minerals International, Inc., a Delaware corporation, will be held at the Omni Bayfront Hotel, 900 N. Shoreline, Corpus Christi, Texas in the Bayview Room (ground floor), on Friday, May 12, 2006, at 9:00 a.m., local time, for the following purposes:

1. To elect a board of eight (8) directors.

2. To ratify the appointment of UHY Mann Frankfort Stein & Lipp CPAs, LLP as independent auditors for 2006 by the board of directors.

3. To transact such other business as may properly come before the meeting.

The board of directors has established the close of business on March 17, 2006, as the record date for determining stockholders entitled to notice of and to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Elizabeth K. Morgan, Secretary

April 7, 2006

YOUR VOTE IS VERY IMPORTANT

Even if you plan to attend the meeting,

we urge you to mark, sign and date the

enclosed proxy and return it promptly

in the enclosed envelope.

TOR MINERALS INTERNATIONAL, INC.

722 Burleson Street

Post Office Box 2544

Corpus Christi, Texas 78403

___________________________________

PROXY STATEMENT
___________________________________

This proxy statement and accompanying proxy is furnished by TOR Minerals International, Inc. in connection with the solicitation of proxies by the board of directors to be used at the annual meeting of stockholders to be held at 9:00 a.m. (local time) on May 12, 2006, at the Omni Bayfront Hotel, 900 N. Shoreline, Corpus Christi, Texas, and at any adjournment thereof. This proxy statement and the enclosed proxy were mailed to stockholders on or about April 7, 2006.

Our Company will bear the cost of soliciting the proxies. In addition to being solicited by mail, proxies may be solicited by personal interview, telephone and telegram by directors, officers and employees of our Company. Our Company expects to reimburse brokers or other persons for their reasonable out-of-pocket expenses in forwarding proxy materials to the beneficial owner.

Any proxy may be revoked at any time prior to its exercise by written notice to the Secretary of our Company, by submission of another proxy having a later date or by voting in person at the meeting. No notice of revocation or later dated proxy, however, will be effective until received by our Company at or prior to the annual meeting. Properly executed proxies in the accompanying form, received in due time and not previously revoked, will be voted at the annual meeting or any adjournment thereof as specified therein by the person giving the proxy, but if no specification is made, the shares represented by the proxy will be voted in favor of the proposals shown thereon.

Only stockholders of record at the close of business on March 17, 2006 will be entitled to notice of and to vote at the annual meeting. There were outstanding at the close of business on March 17, 2006, 7,837,153 shares of our Company’s common stock, each of which is entitled to one vote per share in person or by proxy. The common stock is the only class of capital stock outstanding and entitled to vote at the annual meeting. The holders of a majority of the total shares of common stock issued and outstanding and entitled to vote at the meeting, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the annual meeting. A quorum being present at the annual meeting, the affirmative vote of the holders of a plurality of the shares of common stock voting at the meeting is required for the election of directors pursuant to Proposal 1, and the affirmative vote of at least a majority of the shares present, in person or by proxy, at the annual meeting is required to approve Proposal 2. Neither our Company’s certificate of incorporation nor our by-laws provide for cumulative voting rights. Abstentions and broker non-votes are each counted to determine the number of shares present at the meeting, and thus, are counted in establishing a quorum. Broker non-votes will not be counted in determining the number of shares voted for or against the proposed matters, and therefore will not affect the outcome of the vote. Abstentions on a particular item (other than the election of directors) will be counted as present and entitled to vote for purposes of any item on which the abstention is noted, thus having the effect of a “no” vote as to that proposal. With regard to the election of directors, votes may be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect.

The annual report to stockholders covering our Company’s fiscal year ended December 31, 2005, including audited consolidated financial statements, is enclosed herewith, but does not form any part of the material for solicitation of proxies.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to those persons known to our Company who, as of March 17, 2006, own or may be deemed to own beneficially more than five percent of our common stock.

                                Name and Address of                                                Number of                                     Percent
                                  Beneficial Owner                                      Shares Beneficially Owned ⁽¹⁾                    of Class

                Paulson Ranch, Ltd....................................................                  1,211,874⁽²⁾                                    15.4%
                        3 Ocean Park Drive
                        Corpus Christi, TX 78404

                The D and CH Trust ..................................................                     620,000⁽³⁾                                       7.9%
                        c/o Hartman & Associates, Inc.
                        10711 Burnet Road, Suite 330
                        Austin, TX 78758

                The Douglas MacDonald Hartman
                      Family Irrevocable Trust......................................                     620,000⁽⁴⁾                                       7.9%
                        c/o Hartman & Associates, Inc.
                        10711 Burnet Road, Suite 330
                        Austin, TX 78758

(See following footnotes)

(l) Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

(2) Paulson Ranch Management, L.L.C., a Texas limited liability company, is the general partner of Paulson Ranch Ltd. The members of Paulson Ranch Management, L.L.C. are Bernard A. Paulson, our Chairman, and his wife. The principal business of Paulson Ranch Management Ltd. is investment in securities. Paulson Ranch, Ltd. disclaims beneficial ownership of the 54,900 shares held directly by Mr. Paulson and disclaims beneficial ownership of 17,900 shares held directly by Mrs. Paulson. Mr. Paulson has sole voting power of over the aggregate 1,211,874 shares. This number includes (A) 1,109,074 shares held for the account of Paulson Ranch, Ltd. (B) 54,900 shares held for Mr. Paulson’s account, (C) 17,900 shares held for Mrs. Paulson’s account and (D) options to acquire 30,000 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006, held for Mr. Paulson’s account.

(3) David A. Hartman, a member of our board of directors, is Trustee of The D and CH Trust. The number of shares listed includes (A) 600,000 shares held for the account of The D and CH Trust, and (B) options to acquire 20,000 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006, held for David A. Hartman’s account. David A. Hartman has sole voting power over the shares held by The D and CH Trust.

(4) Douglas MacDonald Hartman, a member of our board of directors, is Trustee for The Douglas MacDonald Hartman Family Irrevocable Trust. Douglas MacDonald Hartman is a member of our board of directors. The number of shares listed includes (A) 600,000 shares held for The Douglas MacDonald Hartman Family Irrevocable Trust account, and (B) options to acquire 20,000 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006, held for Douglas MacDonald Hartman’s account. Douglas MacDonald Hartman has sole voting power over the shares held by The Douglas MacDonald Hartman Family Irrevocable Trust.

PROPOSAL ONE

ELECTION OF DIRECTORS

Our Company’s by-laws provide that the board of directors shall consist of not more than nine members. At the annual meeting, directors are to be elected, each to hold office until the 2007 annual meeting or until his successor is elected and qualified. The persons named as proxies in the enclosed proxy card, who have been designated by the board of directors, unless otherwise instructed in such proxy, intend to vote the shares represented by the proxy for the election of the nominees listed in the table below to our board of directors. The board of directors has proposed the nominees. If any such nominee should become unavailable for election, the persons named as proxies intend to vote for such substitute nominee as may be proposed by the board of directors, unless otherwise instructed in such proxy. No circumstances are now known, however, that would prevent any of the nominees from serving and the nominees have agreed to serve if elected.

The information appearing below with respect to the business experience during the past five years of each nominee for director, directorships held and age has been furnished by each director as of February 17, 2006. All of the nominees are presently directors of our Company.

                                                                                                                                        Present
                                                                                                                                  Office(s) Held
              Director Nominee                                           Age                               In our Company                                  Since

Richard L. Bowers............................................... 63 President and Chief Executive Officer 1999

John J. Buckley .................................................. 50 None 2004

W. Craig Epperson............................................. 63 None 1999

David A. Hartman............................................... 69 None 2001

Douglas M. Hartman.......................................... 38 None 2001

Thomas W. Pauken............................................ 62 None 1999

Bernard A. Paulson............................................ 77 Chairman of the Board 1992

Tan Chin Yong, Ph.D......................................... 41 None 2001

Richard L. Bowers, age 63, has served as a director of our Company since 1999, and was elected president and chief executive officer of our Company in May 2001. In 1995, Mr. Bowers was elected director of Environmental Analytics, Inc., a Houston, Texas based environmental services business, of which Mr. Bowers is also an owner.

John J. Buckley, CPA, MBA, age 50, has served as a director of our Company since 2004. In 1991, Mr. Buckley was elected general partner of Buckley and Associates, L.L.P., an accounting firm. Mr. Buckley is currently a director of American Bank, a Corpus Christi, Texas based bank and has served in that capacity since 2000. From 1994 to 1999, he served on the board of the Young Men’s Christian Association, and, from 1993 to 1999; he served on the board of Paloma Broadcasting, which at the time owned rights to broadcast Fox Broadcasting and Telemundo in the Corpus Christi market.

W. Craig Epperson, age 63, has served as a director of our Company since 1999. In 1999, Mr. Epperson became president and chief executive officer of Crane Inspection & Certification Bureau LLC. In 1997 he was elected executive vice president and co-owner of The Automation Group, Inc., a Houston, Texas based energy services business as well as president and co-owner of Compass Staffing, Inc., a company specializing in the placement of executive and management level employees in the hotel, restaurant, information technology and retail industries.

David A. Hartman, age 69, has served as a director of our Company since 2001. Mr. Hartman has been chairman and chief executive officer of Hartman & Associates, Inc. since 1988. Mr. Hartman also serves as a director of several foundations and private companies. The D and CH Trust, for which Mr. Hartman serves as Trustee, acquired 500,000 convertible debentures and 100,000 shares of common stock in our Company’s private placement on April 5, 2001. Pursuant to a written agreement in connection with this transaction, The D and CH Trust was permitted to designate one person as a director of our Company, and Mr. Hartman was selected. David A. Hartman is the father of Douglas M. Hartman.

Douglas M. Hartman, MBA, age 38, has served as a director of our Company since 2001. Mr. Hartman has served as president of Hartman & Associates, Inc. since 1999, and as a director of The Software Revolution, Inc., a provider of automated legacy computer system modernization services, since 2001. The Douglas MacDonald Hartman Family Irrevocable Trust, for which Mr. Hartman serves as Trustee, acquired 500,000 convertible debentures and 100,000 shares of common stock in our Company’s private placement on April 5, 2001. Pursuant to a written agreement in connection with this transaction, The Douglas MacDonald Hartman Family Irrevocable Trust was permitted to designate one person as a director of our Company, and Mr. Hartman was selected.

Thomas W. Pauken, Esq., age 62, has served as a director of our Company since 1999. Mr. Pauken has been President of TWP, Inc., a company specializing in the manufacture, distribution, and fabrication of wire mesh and related materials, since 1990.

Bernard A. Paulson, age 77, has served as a director of our Company since 1992. Mr. Paulson has served as chairman of the board of our Company since May 2001. Since 1996, Mr. Paulson has served as chairman of The Automation Group, Inc. Mr. Paulson currently serves as a director of two privately held companies, Compass Support Services and Crane Inspection and Certification Bureau LLC. Mr. Paulson has also served as president of Koch Refining Company.

Tan Chin Yong, Ph.D., age 41, has served as a director of our Company since 2001. Dr. Tan has also served as director of Revox Electronics Sdn. Bhd. and Revox (Asia) Pte. Ltd. since 1998, as a director of AMZ Corporation Sdn. Bhd. property development in Malaysia since 2002, and has served as a director to TOR Minerals (M) Sdn. Bhd. since 2001. Dr. Tan has served as a director of Meru Valley Resort Bhd. since 1999, and also serves on the board of a number of other private companies.

Directors’ Attendance and Independence

During the year ended December 31, 2005, there were four regularly scheduled meetings of the board of directors. No incumbent director attended less than 75% of all meetings of the board of directors and of the committees of the board of directors on which such director served. The board of directors has no formal policy regarding director attendance at the annual meeting; however, the 2005 annual meeting of shareholders was attended by all of the Company’s directors, which includes all of the nominee directors who were appointed to the Board in May 2005.

The board of directors consists of a majority of independent directors as such term is defined in the Nasdaq Stock Market Marketplace rules. The board of directors has determined that Messrs. Buckley, Epperson, David Hartman, Douglas Hartman, Pauken, Paulson and Dr. Tan are independent.

Directors’ Compensation

Non-employee members of the board of directors are compensated by our Company for board meetings attended in the amount of $1,000.00 per meeting and a quarterly retainer of $1,500.00, with the chairman receiving an additional $500.00 per quarter. All directors are reimbursed for their reasonable travel expenses incurred in attending meetings of the board of directors or any committee of the board of directors or otherwise in connection with their service as a director. Additionally, compensation of $500.00 is paid to the non-employee directors for each committee meeting attended. On November 19, 2004, the directors approved an increase in the fee for the Audit Committee chairman to $1,000 for each committee meeting beginning in 2005.

Our 2000 Incentive Plan provides that each non-employee director of our Company will automatically be granted a non-qualified option for 2,500 shares of common stock under the 2000 Incentive Plan on the first business date after each annual meeting of stockholders of our Company. Each option so granted to a non-employee director has an exercise price per share equal to the fair market value of the common stock on the date of grant of such option. Each such option will be fully exercisable at the date of grant and will expire upon the tenth anniversary. On May 23, 2005, Messrs. Epperson, Hartman, Hartman, Pauken, Paulson and Dr. Tan were each granted options to purchase 2,500 shares at the per share exercise price of $5.90, none of which were exercised during fiscal 2005.

Employee directors receive no additional compensation for service on the board of directors or on committees of the board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Officers, directors and greater than ten-percent stockholders are required by Securities and Exchange Commission regulations to furnish our Company with copies of all Section 16(a) forms they file. Due to a miscommunication, Mark J. Schomp, our Vice President of Marketing and Sales, failed to timely file a Form 4 reporting the acquisition by his spouse and daughters of 4,000 shares of our common stock on February 4, 2005 at $5.27 per share. Upon learning of the oversight, Mr. Schomp filed a Form 4 reporting the transaction. Except for the foregoing, we believe that during the fiscal year ended December 3l, 2005, all filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were complied with.

Committees of the Board

The board of directors has three standing committees: an Audit Committee, Compensation and Incentive Plan Committee and an Executive Committee.

Audit Committee

The Audit Committee is composed of three outside directors and operates under a written charter adopted by the board of directors according to the rules and regulations of the Securities and Exchange Commission and the Nasdaq Stock Market Marketplace rules. A copy of the charter may be found on the Company’s website www.torminerals.com. The Audit Committee members are Messrs. John Buckley (Chairman), Douglas Hartman and Dr. Tan Chin Yong, all of which the board of directors has determined are independent as that term is defined under the applicable rules of the Nasdaq Stock Market and the Securities and Exchange Commission. The board of directors has reviewed the education, experience and other qualifications of each of the members of its Audit Committee. After review, the board of directors has determined that John J. Buckley meets the Securities and Exchange Commission’s definition of an “audit committee financial expert.” The Audit Committee met six times in 2005.

The Audit Committee is the communication link between the board of directors and our independent auditors. In addition to recommending the appointment of the independent auditors to the board of directors, the Audit Committee reviews the scope of the audit, the accounting policies and reporting practices, internal control, compliance with our policies regarding business conduct and other matters as deemed appropriate.

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to our Company’s audited consolidated financial statements for the fiscal year ended December 31, 2005. The information contained in this report shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that our Company specifically incorporates it by reference in such filing.

Review with Management

The Audit Committee has reviewed and discussed our Company’s audited consolidated financial statements with management.

Review and Discussions with Independent Accountants

The Audit Committee held four regularly scheduled meetings with the independent accountants prior to the inclusion of the consolidated financial statements into the periodic filings and two special meetings during our Company’s fiscal year ended December 31, 2005. In July 2004, the Audit Committee accepted the resignation of Ernst & Young LLP, our Company’s previous independent accountants, and engaged UHY Mann Frankfort Stein & Lipp CPAs, LLP, effective August 16, 2004, to act as the new principal independent accountant for our Company and its subsidiaries. The Audit Committee has discussed with UHY Mann Frankfort Stein & Lipp CPAs, LLP the matters required to be discussed by AU Section 380 (Codification of Statements on Auditing Standards) that include, among other items, matters related to the conduct of the audit of our Company’s consolidated financial statements.

The Audit Committee has received the written disclosures and letter from UHY Mann Frankfort Stein & Lipp CPAs, LLP required by Independent Standards Board No. 1, Independence Discussions with Audit Committees, confirming their independence from our Company and our related entities within the meaning of the rules and regulations of the Securities and Exchange Commission and has discussed with UHY Mann Frankfort Stein & Lipp CPAs, LLP their independence from our Company.

Based on the review and discussions referred to above, and subject to ratification by the stockholders, the Audit Committee recommended to the board of directors that UHY Mann Frankfort Stein & Lipp CPAs, LLP be reappointed as the independent auditors for the year 2006.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

JOHN J. BUCKLEY DOUGLAS M. HARTMAN TAN CHIN YONG

Compensation and Incentive Plan Committee

The Compensation and Incentive Plan Committee consists of Messrs. David Hartman, Pauken (Chairman) and Epperson, all of whom are independent directors as defined in the Nasdaq Stock Market Marketplace rules. The Compensation and Incentive Plan Committee met one time in 2005.

The Compensation and Incentive Plan Committee formulates and presents to the board of directors recommendations as to the base salaries for all officers of our Company. The Compensation and Incentive Plan Committee specifically reviews, approves, and establishes the compensation for the President and Chief Executive Officer. This committee is authorized to select persons to receive awards under our Company’s 2000 Incentive Plan, to determine the terms and provisions of the awards, if any, the amount of the awards, to review performance of persons selected for bonuses and otherwise administer our Company’s 2000 Incentive Plan to the full extent provided in such Incentive Plan.

COMPENSATION AND INCENTIVE PLAN COMMITTEE REPORT

The following Report of the Compensation and Incentive Plan Committee and the performance graph included elsewhere in this Proxy Statement do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report or the performance graphs by reference therein.

Policy

The Compensation and Incentive Plan Committee (the “Committee”) is responsible for administering the executive compensation program for the Company. The Committee is responsible for establishing appropriate compensation goals for the executive officers of the Company, evaluating the performance of such executive officers in meeting such goals and making recommendations to the Board with regard to executive compensation. The Company’s compensation philosophy is to ensure that executive compensation be directly linked to continuous improvements in corporate performance, achievement of specific operation, financial and strategic objectives, and increases in shareholder value. The Committee regularly reviews the compensation packages of the Company’s executive officers, taking into account factors which it considers relevant, such as business conditions within and outside the industry, the Company’s financial performance, the market composition for executives of similar background and experience, and the performance of the executive officer under consideration. The particular elements of the Company’s compensation programs for executive officers are described below.

Base Salary

Executive officers’ salaries are determined by evaluating our reference labor market and relative roles and responsibilities. Individual salaries are reviewed annually and salary increases are based on the Company’s overall performance and the executive’s individual performance during the preceding year.

Annual Bonuses

The annual compensation of the executive officers of the Company consists of a base salary and discretionary bonus payments. The Board may issue bonuses to our executive officers at the end of the fiscal year based on the financial performance of the Company and the individual performance of the officer.

Stock Option Grants

Stock options are the primary source of long-term incentive compensation for the executive officers and directors of the Company. Each of the executive officers and directors of the Company are eligible to participate in the Company’s 2000 Incentive Plan.

Stock option grants are made at the discretion of the Committee. Each grant is designed to align the interests of the executive officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Each grant allows the officer to acquire shares of the Company’s common stock at a fixed price per share (typically, the market price on the grant date) over a specified period of time (up to ten years). Each option becomes exercisable in a series of installments over a vesting period, contingent upon the officer’s continued employment with the Company. Accordingly, the option will provide a return to the executive officer only if he or she remains employed by the Company during the vesting period, and then only if the market price of the shares appreciates over the option term.

The size of the option grant to each executive officer is set by the Committee at a level that is intended to create a meaningful opportunity for stock ownership based upon the individual’s current position with the Company, the individual’s personal performance in recent periods and his or her potential for future responsibility and promotion over the option term. The Committee also takes into account the number of unvested options held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. The relevant weight given to each of these factors varies from individual to individual.

Chief Executive Officer’s Compensation

The Committee considered the following factors in determining the base salary for 2006 for Richard L. Bowers, President and Chief Executive Officer of the Company: business conditions within and outside the industry, the Company’s financial performance, and the market composition for executives of similar background and experience. Based on these factors, the Committee established Mr. Bower’s 2006 base salary at $154,500, which is unchanged from his 2005 salary level.

No stock options were granted to Mr. Bowers in 2005.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to publicly held companies for compensation paid to certain of their executive officers, to the extent that compensation exceeds $1 million per covered officer in any fiscal year. The limitation applies only to compensation that is not considered to be performance-based. The Company generally intends to limit non-performance based compensation to its executive officers consistent with the terms of Section 162(m) so that compensation will not be subject to the $1 million deductibility limit. Cash and other non-performance-based compensation paid to the Company’s executive officers for fiscal 2005 did not exceed the $1 million limit per officer.

Review of all Components of Executive Compensation

The Committee has reviewed all components of the Company’s Chief Executive Officer and four other most highly compensated executive officers’ compensation, including salary, bonus, accumulated realized and unrealized stock option gains, and the dollar value to the executive and cost to the Company of all perquisites and other personal benefits. Based on this review, the Committee finds the Company’s Chief Executive Officer and four other most highly compensated executive officers total compensation in the aggregate to be reasonable and not excessive. The Committee specifically considered that the Company does not maintain any employment contracts, with the exception of its employment agreement with Dr. Karasch, as described below, or change of control agreements with such individuals. It should be noted that when the Committee considers any component of the Company’s Chief Executive Officer’s and four other most highly compensated executive officers’ total compensation, the aggregate amounts and mix of all the components, including accumulated (realized and unrealized) option gains are taken into consideration in the Committee’s decisions.

Internal Pay Equity

The Committee believes that the relative difference between Chief Executive Officer compensation and the compensation of the Company’s other executives is consistent with such differences found in our reference labor market.

SUBMITTED BY THE COMPENSATION AND INCENTIVE PLAN COMMITTEE
OF THE BOARD OF DIRECTORS
DAVID A. HARTMAN THOMAS W. PAUKEN W. CRAIG EPPERSON

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or Compensation and Incentive Plan Committee. None of the current members of our Compensation and Incentive Plan Committee has ever been an employee of ours or any of our subsidiaries.

Executive Committee

Since September 2002, our Company has had an Executive Committee composed of Messrs. Bowers, David A. Hartman (Chairman), Paulson, Pauken and Dr. Yong to advise the president and chief executive officer in matters of debt financing, contract negotiations and other situations that may arise. The committee met once in 2005.

Nomination of Directors

The Company does not have a standing nominating committee or a committee performing similar functions. The board of directors believes that it is appropriate for the Company not to have such a committee because director nominees have historically been selected by the board of directors, seven members of which are considered independent. In accordance with the Nasdaq Stock Market Marketplace rules, a majority of the Company’s independent directors recommend director nominees for the board’s selection. Because the Company does not maintain a standing nominating committee, it has no written charter; however, the Company has adopted the nomination policy described in this section by board resolution.

The board of directors has no minimum qualifications that nominees must meet in order to be considered. In the fulfillment of their responsibilities to identify and recommend to the board of directors individuals qualified to become board members, the independent directors will take into account all factors they consider appropriate, which may include experience, accomplishments, education, understanding of the business and the industry in which it operates, specific skills, general business acumen and the highest personal and professional integrity. Generally, the independent directors will first consider current board members because they meet the criteria listed above and possess an in depth knowledge of the Company, its history, strengths, weaknesses, goals and objectives. This level of knowledge has proven very valuable to the Company. All nominees to the board were approved by a majority of the Company’s independent directors.

The independent directors will consider stockholder recommendations for candidates to serve on the board of directors, and will evaluate such candidates in the same manner they evaluate nominees recommended by the independent directors. In order to provide the independent directors time to evaluate candidates prior to submission to the stockholders for vote at the Annual Meeting, stockholders desiring to recommend a candidate must submit a recommendation to the Secretary of the Company at the Company’s corporate office by February 14, 2007. The recommendation must contain the following: (i) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iv) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by a majority of independent directors and (v) the consent of each nominee to serve as a director of the Company if so elected.

Change in Certifying Accountant

Ernst & Young LLP (“E&Y”) resigned as the Company’s independent auditor effective August 16, 2004. The reports of E&Y on the financial statements of the Company for 2003 and 2002 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except for a modification as to uncertainty about the Company’s ability to continue as a going concern as described in the report of E&Y on the financial statements of the Company for the fiscal year ended December 31, 2002.

In connection with its audits of the Company’s financial statements for the fiscal years ended December 31, 2002 and 2003 and in the subsequent interim period, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference thereto to the matter in their report.

The Company provided the foregoing disclosure to E&Y and requested E&Y to furnish a letter addressed to the Securities and Exchange Commission stating whether E&Y agrees with the statements made above by the Company. This letter was filed as Exhibit 16.1 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on August 18, 2004.

On August 16, 2004, the Audit Committee of the board of directors of the Company engaged UHY Mann Frankfort Stein & Lipp CPAs, LLP (“UHY”) as the Company’s independent auditors to audit the consolidated financial statement of he Company for it fiscal year ended December 31, 2004.

Principal Accountant Fees and Services

Audit Fees

Fees for audit services for the years ended December 31, 2004 and December 31, 2005 were approximately $185,190 (including $67,694 billed by E&Y) and $132,946, respectively. The audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, consents, assistance with and review of documents filed with the Securities and Exchange Commission.

Audit-Related Fees

We incurred audit related fees of $38,988 in 2004 provided by E&Y and $16,497 in 2005 provided by UHY. Audit related fees consist of technical accounting and financial reporting consultations and research work necessary to comply with accounting principles generally accepted in the United States of America.

Tax Fees

We incurred tax related fees of approximately $16,700 for E&Y and $9,664 for UHY for the years ended December 31, 2004 and December 31, 2005 respectively. Tax fees include professional services provided for tax compliance, tax advice, tax planning and tax audits.

All Other Fees

There were no other accountant fees during fiscal years 2004 and 2005.

Pre-Approval Policy

On March 5, 2005, the Audit Committee pre-approved audit related and non-audit services not prohibited by law to be performed by the Company’s independent auditors and associated fees up to a maximum non-audit service of $25,000. The term of the pre-approval is 12 months. The Audit Committee updated and approved the current pre-approval policy on March 10, 2006. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve a service not included in the general pre-approval and any proposed services exceeding pre-approved cost levels or budgeted amounts, provided that the Chairman shall report any decisions to pre-approve such audit related or non-audit services and fees to the full Audit Committee at its next regular meeting.

Stockholder Communication with the Board of Directors

The board of directors has adopted a formal policy by which stockholders may communicate with members of the board of directors by mail addressed to an individual member of the board, to the full board, or to a particular committee of the board, at the following address: c/o Corporate Secretary, TOR Minerals, Inc. 722 Burleson Street, Corpus Christi, Texas 78402. Any such communication must contain:

a representation that the stockholder is a holder of record of our capital stock;
the name and address, as they appear on our books, of the stockholder sending such communication; and
the class and number of shares of our capital stock that are beneficially owned by such stockholder.

The Corporate Secretary will forward such communications to our board of directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take the appropriate legal action regarding such communication. The foregoing information is also available on the Company’s website at www.torminerals.com.

Code of Ethics

The Company has adopted a Code of Ethics and Business Conduct that applies to all directors and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. The Code of Ethics and Business Conduct may be found on our website at www.torminerals.com.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

EXECUTIVE COMPENSATION

The following table sets forth information concerning cash compensation paid by our Company to the President and Chief Executive Officer, and our four most highly paid executive officers other than the President and Chief Executive Officer:

Summary Compensation Table

Name and			Annual Compensation		Long Term Compensation	All Other
Principal Position	Year		Salary($)	Bonus ($)	Options/SARs(#)	Compensation

Richard L. Bowers
President and CEO	2005		154,502	-0-	-0-	-0-
President and CEO	2004		150,000	-0-	20,000⁽¹⁾	-0-
President and CEO	2003		150,000	-0-	100,000	-0-


Dr. Olaf Karasch
Executive Vice President Operations	2005		182,620	30,567		33,244⁽²⁾
Executive Vice President Operations	2004		197,200	-0-	-0-	13,000⁽²⁾
Executive Vice President Operations	2003		140,000	-0-	100,000	13,000⁽²⁾

Lawrence W. Haas
Chief Financial Officer and Treasurer	2005	120,499		-0-	-0-	-0-
Chief Financial Officer and Treasurer	2004	110,000		-0-	-0-	0-
Chief Financial Officer and Treasurer	2003	23,268		-0-	100,000	-0-


Lee Hee Chew
Vice President Asian Operations	2005	90,000		30,000	-0-	2,474⁽³⁾


Mark J. Schomp
Vice President Marketing and Sales	2005	150,009		-0-	-0-	6,000⁽⁴⁾
Vice President Marketing and Sales	2004	133,280		-0-	-0-	6,000⁽⁴⁾
Vice President Marketing and Sales	2003	130,000		-0-	100,000	6,230⁽⁴⁾
^{____________________________________}

⁽¹⁾In January 2004, Mr. Bowers was granted 20,000 options at an exercise price of $2.21.

⁽²⁾Includes life insurance of $11,845 and automobile lease of $21,399

⁽³⁾Includes automobile expenses of $2,316 and mobile telephone expense of $158.

⁽⁴⁾ Car Allowance.

Option/SAR Grants in Last Fiscal Year

No Option/SAR grants were made to officers in 2005.

Aggregated Options/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

                                                                                                              Number of Securities
                                                                                                              Underlying Unexercised    Value of Unexercised
                                                                                                              Options/SARs at FY-       In-the-Money Options/
                                            Shares Acquired                                        End (#) Exercisable/          SARs at FY-End ($)
                Name                     on Exercise (#)      Value Realized ($)     Unexercisable                Exercisable/Unexercisable

Richard L. Bowers -0- -0- 101,500/19,000 174,830/33,060⁽¹⁾Lawrence W. Haas - -0- -0- 40,000/60,000 (57,200)/ (85,800)⁽²⁾Olaf Karasch 10,000 40,200 68,500/25,000 119,190/49,100⁽³⁾Lee Hee Chew -0- -0- 70,500/39,500 38,420/(14,520)⁽⁴⁾Mark J. Schomp - -0- 100,000/25,000 196,400/49,100⁽⁵⁾

_______________________

(1) Value is stated based on the closing price of $3.95 per share of our Company’s common stock on Nasdaq SmallCap Market on December 31, 2005, less exercise price of 57,000 @ $2.21 per share and 44,500 @ $2.25 per share.

(2) Value is stated based on the closing price of $3.95 per share of our Company’s common stock on Nasdaq SmallCap Market on December 31, 2005, less exercise price of 40,000 @ $5.38 per share.

(3) Value is stated based on the closing price of $3.95 per share of our Company’s common stock on Nasdaq SmallCap Market on December 31, 2005, less exercise price of 68,500 @ $2.21 per share.

(4) Value is stated based on the closing price of $3.95 per share of our Company’s common stock on Nasdaq SmallCap Market on December 31, 2005, less exercise price of 25,000 @ $2.25 per share, 8000 @ $2.21 per share and 37,500 @ $4.43 per share.

(5) Value is stated based on the closing price of $3.95 per share of our Company’s common stock on Nasdaq SmallCap Market on December 31, 2005, less exercise price of 20,000 @ $1.09 per share, and 80,000 @ $2.21 per share.

Employment Agreement

As required by Netherlands law, our Netherlands subsidiary, TOR Processing & Trade BV (TP&T), has entered into a Service Agreement (the “Service Agreement”) with Dr. Olaf Karasch, pursuant to which he serves as the Director of TP&T. Dr. Karasch also serves as Executive Vice President of Operations of the Company. The Service Agreement, dated May 11, 2001, provides that Dr. Karasch will be paid an annual gross salary of EURO 150,000, and an annual net salary, after taxes, of between EURO 94,000 and EURO 90,000. The Service Agreement is evergreen and has an initial term ending in March 2006, after which time either party can terminate the Service Agreement by giving the other party not less than six months written notice. Notwithstanding the foregoing, Dr. Karasch can be terminated at any time by TP&T in certain instances where he has neglected his duties, materially breached the Service Agreement, or brought TP&T or himself into disrepute.

Incentive Option Plan

Our 2000 Incentive Plan, intended to advance the interests of the Company by encouraging stock ownership on the part of key employees, was approved by the stockholders on May 5, 2000 and amended by the stockholders on May 14, 2004 to increase the number of shares subject to the Plan to 1,050,000 shares. The Plan is intended to provide our directors, executive officers and employees the opportunity to acquire a proprietary interest in the success of the Company by granting stock options to such directors, executive officers and employees. Specifically, the plan is intended to advance the interests of the Company by:

enabling us to attract and retain the best available individuals for positions of substantial responsibility;
providing additional incentive to such persons by affording them an opportunity for equity participation in our business; and
rewarding directors, executive officers and employees for their contributions to our business

The 2000 Incentive Plan is administered by our Compensation and Incentive Plan Committee. Both “Incentive Stock Options” and “Nonstatutory Options” may be granted under the 2000 Incentive Plan from time to time. Incentive Stock Options are stock options intended to satisfy the requirements of Section 422 of the Internal Revenue Code. Nonstatutory Options are stock options that do not satisfy the requirements of Section 422 of the Internal Revenue Code.

All options are granted at an exercise price of not less than 100% of the fair market value of the stock on the date of grant. Each option expires not later than ten years from the date the option was granted. Options are exercisable in installments as provided in individual stock option agreements; provided, however, that if an optionee fails to exercise his or her rights under the options within the year such rights arise, the optionee may accumulate them and exercise the same at any time thereafter during the term of the option.

Stock Performance Graph

The following graph compares the cumulative total return to stockholders of the Company's common stock from January 1, 2001 to December 31, 2005 to the cumulative total return over such period of the (i) Nasdaq/Industrials Index, (ii) the Nasdaq Composite Index, (iii) KMG Chemicals, Inc., (iv) Kronos Worldwide, Inc. and (v) Summa Industries Inc. The graph assumes that $100 was invested on January 1, 2001 in the Company's common stock, in the common stock of KMG Chemicals, Inc., Kronos Worldwide, Inc., and Summa Industries Inc., and in the Nasdaq/Industrials Index and Nasdaq Composite Index. The cumulative total return of the Nasdaq/Industrials Index and the Nasdaq Composite Index does not assume the reinvestment of dividends. The Company has selected KMG Chemicals, Inc., Kronos Worldwide, Inc. and Summa Industries, Inc. for comparison purposes based on their similar line of business. Stockholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance.

Security Ownership of Management

The following table sets forth the number of shares of our Company’s common stock beneficially owned by each director and nominee for director and each named executive officer of our Company, and all directors and the named executive officers of our Company as a group as of March 17, 2006.

	Amount of Common Stock Beneficially Owned⁽¹⁾	Percent of Class	Amount of Preferred Stock Beneficially Owned	Percent of Class
Richard L. Bowers	224,115⁽²⁾	2.8%	--	--
John J. Buckley	41,749⁽³⁾	*
W. Craig Epperson	64,880⁽⁴⁾	*	--	--
David A. Hartman	620,000⁽⁵⁾	7.9%	--	--
Douglas M. Hartman	620,000⁽⁶⁾	7.9%	--	--
Lawrence W. Haas	40,000⁽⁷⁾	*
Olaf Karasch	60,000⁽⁸⁾	*	--	--
Lee Hee Chew...	70,500⁽⁹⁾	*	--	--
Thomas W. Pauken	100,865⁽¹⁰⁾	1.2%	5,000	2.5%
Bernard A. Paulson	1,211,874⁽¹¹⁾	15.4%	--	--
Mark J. Schomp	124,000⁽¹²⁾	1.6%*	--	--
Tan Chin-Yong	22,000⁽¹³⁾	*	--	--
All directors and three executive officers as a group (12 persons*)	3,199,983⁽¹⁴⁾	40.8%	5,000	2.5%

________________________

* Indicates ownership of less than 1% of our common stock.

⁽¹⁾ Unless otherwise indicated, each person has sole voting and investment power over the shares indicated and their address is 722 Burleson Street, Corpus Christi, Texas 78402.

⁽²⁾Includes options to acquire 101,500 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006; and 19,715 shares held by Mr. Bower’s spouse. Mr. Bower’s disclaims beneficial ownership in such shares.

⁽³⁾Includes options to acquire 5,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁴⁾ Includes options to acquire 25,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁵⁾ Includes options to acquire 20,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁶⁾ Includes options to acquire 20,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁷⁾ Includes options to acquire 40,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁸⁾ Includes options to acquire 60,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽⁹⁾ Includes options to acquire 70,500 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽¹⁰⁾ Consists of options to acquire 40,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006; 23,165 shares held by Mr. Pauken, 2,200 shares held by Mr. Pauken’s spouse of which Mr. Pauken’s disclaims beneficial ownership, 13,300 shares held by TWP Inc. PSP of which Mr. Pauken is Trustee and 18,000 shares held by TWP Inc. of which Mr. Pauken is president and has sole voting power for both entities; and 5,000 shares of Series A Convertible Preferred Stock, which can be converted at any time into an aggregate 4,200 shares of common stock, or .84 share of common stock for each share of Series A Convertible Preferred Stock.

⁽¹¹⁾ Includes (A) 1,109,074 shares held for the account of Paulson Ranch, Ltd. (B) 54,900 shares held for Mr. Paulson’s account, (C) 17,900 shares held for Mrs. Paulson’s account and (D) options to acquire 30,000 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006, held for Mr. Paulson’s account.

⁽¹²⁾ Includes options to acquire 100,000 shares that are subject to stock options that are exercisable at or within sixty days of March 17, 2006.

⁽¹³⁾ Includes options to acquire 20,000 shares that are subject to stock options exercisable at or within sixty days of March 17, 2006.

⁽¹⁴⁾ Includes 532,000 shares which the directors and named executive officers as a group have the right to acquire pursuant to stock options at or within sixty days of March 17, 2006.

CERTAIN TRANSACTIONS

On December 12, 2003, we entered into a loan and security agreement with the Company’s Chairman of the Board, Bernard Paulson, through Paulson Ranch, Ltd., under which Paulson Ranch, Ltd. made a loan to the Company in the amount $500,000 with a variable interest rate of 4% per annum above the “Wall Street Journal Prime Rate.” The loan, which is subordinate to a loan from Bank of America, N.A., is secured by the Company’s assets. Accrued interest is paid monthly. The principal balance outstanding on December 31, 2005 was $500,000. The loan proceeds were used for working capital. On February 14, 2006 the Company made a principal payment of $100,000; the balance of this loan was extended under the same terms and conditions to February 15, 2007.

On December 12, 2003, we entered into a loan and security agreement with David Hartman, a member of our board of directors and a 7.9% shareholder, through The D & CH Trust, under which the D & CH Trust made a loan to the Company in the amount $250,000 with a variable interest rate of 4% per annum above the “Wall Street Journal Prime Rate.” The loan, which is subordinate to a loan from Bank of America, N.A. and to the April 5, 2001 loan from Paulson Ranch, Ltd., is secured by the Company’s assets. We paid the outstanding principal balance of $250,000 and accrued interest to the D & CH Trust on February 6, 2004. The loan proceeds were used for working capital

On December 12, 2003, we entered into a loan and security agreement with Douglas Hartman, a member of our board of directors and a 7.9% shareholder, through The Douglas MacDonald Hartman Family Irrevocable Trust (the “Trust”), under which the Trust made a loan to the Company in the amount $250,000 with a variable interest rate of 4% per annum above the “Wall Street Journal Prime Rate.” The loan, which is subordinate to the loan from Bank of America, N.A. and to the April 5, 2001 loan with Paulson Ranch, Ltd., is secured by the Company’s assets. We paid the outstanding balance of $250,000 and accrued interest to the Trust on February 6, 2004. The loan proceeds were used for working capital.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
YEAR ENDING DECEMBER 31, 2006

Upon the recommendation of the Audit Committee, the board of directors has approved the retention of UHY Mann Frankfort Stein & Lipp CPAs, LLP, certified public accountants, to serve as independent auditors of our Company for the year ending December 31, 2006, subject to ratification of such approval by our Company’s stockholders. Although stockholder ratification is not required for the selection of UHY Mann Frankfort Stein & Lipp CPAs, LLP, and although such ratification will not obligate the Company to continue the services of such firm, the board of directors is submitting the selection for ratification with a view towards soliciting the stockholders’ opinion thereof, which may be taken into consideration in future deliberations. If the appointment is not ratified, the board of directors must then determine whether to appoint other auditors before the end of the current fiscal year, and in such case, stockholders’ opinions would be taken into consideration. Representatives will be present at the annual meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF
UHY MANN FRANKFORT STEIN & LIPP CPAs, LLP
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2006 FISCAL YEAR.

STOCKHOLDER PROPOSALS

Pursuant to various rules promulgated by the Securities and Exchange Commission, a stockholder that seeks to include a proposal in our Company’s proxy statement and form of proxy card for the 2007 annual meeting of the stockholders of our Company must timely submit such proposal in accordance with Securities and Exchange Commission Rule 14a-8 to our Company, addressed to Elizabeth K. Morgan, 722 Burleson Street, Post Office Box 2544, Corpus Christi, Texas 78403 no later than December 9, 2006 Any stockholder proposal that is not submitted for inclusion in our Company’s proxy statement but is instead sought to be presented at the 2007 Annual Meeting must be delivered to or mailed and received by the Secretary at our principal executive office no later than February 22, 2007. The Company’s proxies will vote the shares represented by the proxies held by them in accordance with their judgment on such matters if (i) the proposal is received outside of the timeframe outlined above or (ii), except in limited circumstances, the Company receives timely notice of such proposal and advises its stockholders in its 2007 Proxy Statement about the nature of the matter and how management intends to vote.

With respect to business to be brought before the annual meeting, our Company has not received any notices from stockholders that our Company is required to include in this proxy statement.

TOR MINERALS INTERNATIONAL, INC.
SOLICITED BY THE BOARD OF DIRECTORS

The undersigned stockholder(s) of TOR MINERALS INTERNATIONAL, INC., hereby constitutes and appoints RICHARD L. BOWERS and OLAF KARASCH or either of them, the true and lawful attorney-in-fact for the undersigned, with full powers of substitution, and hereby authorizes them to represent and to vote, as designated below, the common stock held of record by the undersigned on March 17, 2006 at the annual meeting of stockholders of our Company to be held in the Bayview Room at the Omni Bayfront Hotel, Corpus Christi, Texas, at 9:00 a.m. local time, May 12, 2006 and at any adjournment(s) thereof in the transaction of the following business:

1. To elect eight directors to hold office until the next annual election of directors or until their respective successors have been duly elected and shall have qualified.

FOR __________________ WITHHOLD AUTHORITY ______

(all nominees listed below) (all nominees listed below)

             RICHARD L. BOWERS                     JOHN J. BUCKLEY                      W. CRAIG EPPERSON
             DAVID A. HARTMAN                      DOUGLAS M. HARTMAN           THOMAS W. PAUKEN
            BERNARD A. PAULSON                  TAN CHIN-YONG

INSTRUCTIONS TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE NOMINEES, STRIKE THROUGH THE APPLICABLE NOMINEE(S) NAME.

2. To ratify the appointment of UHY Mann Frankfort Stein & Lipp CPAs, LLP as independent auditors for 2006 by the board of directors.

FOR _____ AGAINST _____ ABSTAIN ______

3. In their discretion, the above named persons are authorized to vote upon such other business as may come before the annual meeting or any adjournment(s) thereof.

FOR WITHHOLD AUTHORITY

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2

Please sign exactly as name appears on your stock certificate(s). When joint tenants hold shares or tenants in common, both should sign below. When signing as attorney, executor, administrator, receiver, trustee or guardian, please so specify below. When signing as a corporation please sign in full corporate name and have signed by the president or other duly authorized officer(s). If a partnership, please have signed in the partnership name by the authorized person(s).

Dated ______________, 2006

(Signature)

(Signature if held jointly)

PLEASE MARK, SIGN, DATE, AND RETURN THIS

PROXY CARD PROMPTLY USING THE ENCLOSED

ENVELOPE.

TOR Minerals International (TORM) Inactive DEF 14ADefinitive proxy

Executive Committee

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OFINDEPENDENT PUBLIC ACCOUNTANTS FOR THEYEAR ENDING DECEMBER 31, 2006

STOCKHOLDER PROPOSALS

RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
YEAR ENDING DECEMBER 31, 2006