Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ritter Edward G.
2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2008
3. Issuer Name and Ticker or Trading Symbol
TRONOX INC [TRX]
(Last)
(First)
(Middle)
PO BOX 268859
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Interim Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OKLAHOMA CITY, OK 73126
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock - Class B 181
D
 
Common Stock - Class A 3,924
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) 01/11/2008 01/11/2015 Common Stock - Class A 3,800 $ 9.9305 D  
Option (Right to Buy)   (1) 11/22/2015 Common Stock - Class A 500 $ 14 D  
Option (Right to Buy)   (2) 01/11/2017 Common Stock - Class A 1,200 $ 15.185 D  
Option (Right to Buy)   (3) 01/10/2018 Common Stock - Class A 1,332 $ 7.48 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ritter Edward G.
PO BOX 268859
OKLAHOMA CITY, OK 73126
      Interim Controller  

Signatures

By Michael J. Foster: By attached Power of Attorney 06/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options will vest one-third each year on November 22 beginning in 2008.
(2) These options will vest one-third each year on January 11 beginning in 2008.
(3) These options will vest one-third each year on January 10 beginning in 2009.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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