EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                           KRONOS INTERNATIONAL, INC.

                         Adopted in accordance with the
                          provisions of Section 242 of
                         the General Corporation Law of
                              the State of Delaware

         KRONOS INTERNATIONAL, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Corporation has adopted the
following resolutions proposing and declaring advisable an Amendment to the
Certificate of Incorporation of the Corporation:

                  RESOLVED, that Article 4 of the Corporation's Certificate of
         Incorporation be amended to read in its entirety as follows:

                           "4. The total of shares of stock which the
                  corporation shall have authority to issue is one hundred
                  thousand (100,000) and the par value of each such share is one
                  hundred dollars ($100.00)."

                  RESOLVED, that the foregoing amendment be submitted for
         approval of NL Chemicals, Inc., the sole stockholder of the
         Corporation, by written consent pursuant to Section 228 of the Delaware
         General Corporation Law, which approval the Board of Directors does
         hereby recommend.

         SECOND: That in lieu of a meeting and vote of stockholders, the holder
of all of the outstanding stock of the Corporation has given written consent to
said Amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

         THIRD: That the capital of the Corporation will not be reduced by
reason of said Amendment.

         FOURTH: That the aforesaid Amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.





         IN WITNESS WHEREOF, KRONOS INTERNATIONAL, INC. has caused its corporate
seal to be hereunto affixed and this certificate to be signed by its President,
and attested to by its Secretary, this 15th day of March, 1989.


                                                /s/ Sigfried Hartmann
                                                ---------------------
                                                President