UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TRONOX INCORPORATED
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
897051207
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(CUSIP Number)
DECEMBER 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 897051207
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1. Names of Reporting Persons.
I.R.S Identification No. of above person.
PAULSON & CO. INC.
13-3796759
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
STATE OF DELAWARE
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5. Sole Voting Power 2,387,000 (SEE NOTE 1)
Number of -------------------------------------------------
Shares
Beneficially 6. Shared Voting Power NONE
Owned by -------------------------------------------------
Each
Reporting 7. Sole Dispositive Power 2,387,000 (SEE NOTE 1)
Person -------------------------------------------------
With:
8. Shared Dispositive Power NONE
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,387,000 (SEE NOTE 1)
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10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
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11. Percent of Class Represented by Amount in Row (9)
10.43%
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12. Type of Reporting Person
IA
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CUSIP No. 897051207
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Item 1.
(a) Name of Issuer:
TRONOX INCORPORATED
(b) Address of Issuer's Principal Executive Offices:
123 ROBERT SOUTH KERR AVENUE
OKLAHOMA CITY, OK 73102
Item 2.
(a) Name of Person Filing:
PAULSON & CO. INC.
(b) Address of Principal Business Office or, if none,
Residence:
590 MADISON AVENUE
NEW YORK, NY 10022
(c) Citizenship:
A DELAWARE CORPORATION
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
897051207
Item 3. If this statement is filed pursuant to Rules 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act;
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940;
(e) [X] An investment adviser in accordance with Rule
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940;
(j) [ ] Group, in accordance with Rule 240.13d-1(b)(1)
(ii)(J).
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(c). THE
PERSON FILING IT HAS NOT ACQUIRED THE SECURITIES WITH ANY
PURPOSE, OR WITH THE EFFECT OF, CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUER, OR IN CONNECTION WITH OR AS A
PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR
EFFECT, INCLUDING ANY TRANSACTION SUBJECT TO RULE 13d-
3(b); AND IS NOT DIRECTLY OR INDIRECTLY THE
BENEFICIAL OWNER OF 20% OR MORE OF THE CLASS OF
SECURITIES INDICATED ABOVE.
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned:
2,387,000 (SEE NOTE 1)
(b) Percent of class:
10.43%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,387,000 (SEE NOTE 1)
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or direct the
disposition of:
2,387,000 (SEE NOTE 1)
(iv) Shared power to dispose or direct the
disposition of:
NONE
NOTE 1: PAULSON & CO. INC. ("PAULSON"), AN INVESTMENT
ADVISOR THAT IS REGISTERED UNDER THE INVESTMENT ADVISORS
ACT OF 1940, FURNISHES INVESTMENT ADVICE TO AND MANAGES
ONSHORE AND OFFSHORE INVESTMENT FUNDS AND SEPARATE MANAGED
ACCOUNTS (SUCH INVESTMENT FUNDS AND ACCOUNTS, THE "FUNDS").
IN ITS ROLE AS INVESTMENT ADVISOR, OR MANAGER, PAULSON
POSSESSES VOTING AND/OR INVESTMENT POWER OVER THE SECURITIES
OF THE ISSUER DESCRIBED IN THIS SCHEDULE THAT ARE OWNED BY
THE FUNDS. ALL SECURITIES REPORTED IN THIS SCHEDULE ARE
OWNED BY THE FUNDS. PAULSON DISCLAIMS BENEFICIAL OWNERSHIP
OF SUCH SECURITIES.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
ALL SECURITIES REPORTED IN THIS SCHEDULE ARE OWNED
BY PAULSON'S ADVISORY CLIENTS, NONE OF WHICH TO
PAULSON'S KNOWLEDGE OWNS MORE THAN 5% OF THE
CLASS. PAULSON DISCLAIMS BENEFICIAL OWNERSHIP OF
ALL SUCH SECURITIES.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
NOT APPLICABLE
Item 8. Identification and Classification of Members of the
Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2007
Signature: Stuart L. Merzer
Name/Title: Stuart L. Merzer
General Counsel & Cheif Compliance Officer,
Paulson & Co. Inc.