EXHIBIT 3.5


                            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. (the "Corporation"), 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, by unanimous
written consent of the directors dated as of December 15, 1999, adopted the
following resolutions proposing and declaring advisable an Amendment to the
Certificate of Incorporation of the Corporation as follows:

                  RESOLVED, that the Corporation's Certificate of Incorporation
         be amended by the addition of a new Article 10 to read in its entirety
         as follows:

                           "10. The Corporation has the authority to issue
                  profit participation certificates as authorized by the Board
                  of Directors of the Corporation from time to time. The
                  relative rights, preferences and limitations of the profit
                  participation certificates shall be as set forth in each such
                  certificate authorized by the Board of Directors of the
                  Corporation from time to time."

         SECOND: That in lieu of a meeting and vote of stockholders, the holder
of all of the outstanding stock of the Corporation duly approved such amendment
by written consent dated as of December 15, 1999, 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 this
certificate to be executed by its President and attested by its Secretary
effective as of December 15, 1999.

                                       KRONOS INTERNATIONAL, INC., a Delaware
                                       corporation

                                       By: /s/ Eberhard Gartner
                                          --------------------------------------

                                       Name: Eberhard Gartner

                                       Title: President