ITEM 2.02           RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 26, 2012, TOR Minerals International, Inc. (the "Company") announced its financial results for the first quarter ended March 31, 2012.  Highlights for the first quarter of 2012 as compared to the first quarter of 2011 included:

• 1Q12 revenue increased 34% to $12.8 million
• 1Q12 diluted net income increased 103% to $1.4 million
• 1Q12 diluted EPS: $0.41 versus 1Q11 diluted EPS: $0.22

Net sales increased 34 percent during the first quarter of 2012 due to increases in all three of the Company's primary product categories. Sales of titanium dioxide (TiO2) pigments, which include HITOX®, TIOPREM® and synthetic rutile products, increased 38 percent to $6.1 million, as increased sales volume in North America and higher prices more than offset decreased sales volumes in Asia.  Sales of specialty alumina, which includes the ALUPREM®, HALTEX® and OPTILOAD® product groups, increased 22 percent during the first quarter of 2012.  In addition to increased volumes, specialty alumina sales benefited from a mix shift, which positively affected average selling prices.

Commenting on sales trends, Dr. Olaf Karasch, Chief Executive Officer, said, "We achieved record quarterly revenue again during the first quarter, marking our third quarter of record performance in the past four quarters. Overall, we continued to experience strong growth in sales volumes, as new customers are realizing the value-added characteristics of our niche specialty mineral products and are transitioning from sample to production order quantities. In addition, higher average selling prices in all of our product lines are contributing to our revenue growth."

During the first quarter of 2012, favorable trends in pricing, product mix and sales volumes more than offset increased raw material and energy costs. As a result, gross margin improved 310 basis points year over year to 24.9 percent of sales.  Operating income increased to $1.9 million, or 14.7 percent of sales, compared to operating income of $0.9 million, or 9.0 percent of sales, reported during the same period a year ago.

"We saw the favorable effects of increased pricing in our TiO2 pigment business during the first quarter and posted the highest quarterly operating margin in our history," said Dr. Karasch.  "In addition, we continued to demonstrate the earnings leverage in our business model and posted significant improvement in our profitability.

"We are off to a strong start for 2012, and if current trends continue, we are well positioned to exceed our targeted growth rates of 15 to 20 percent and post another record year.  Already, we have customer demand to fill half of our expanded alumina plant capacity and based on our current assessment of market demand for TiO2 pigments, we expect favorable pricing and volume trends to continue in our TiO2 pigment business. With strong market demand, we also foresee good opportunities for the future sale of available synthetic rutile to third parties," concluded Dr. Karasch. 

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT INDEX