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)


                 Class A Common Stock, par value $0.01 per share
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                         (Title of Class of Securities)


                                    897051108
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                                 (CUSIP Number)


                                December 31, 2008
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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
13G is filed:

                [ ] Rule 13d-1(b)
                [X] 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.   897051108
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(1)     Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons
        (entities only):

                Jonathan Gallen
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(2)     Check the Appropriate Box if a Member of a Group (See Instructions)

          (a)  [ ]                     (b)  [ ]
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(3)     SEC Use Only
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(4)     Citizenship or Place of Organization:  United States
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Number of Shares Beneficially Owned
   by Each Reporting Person With       (5) Sole Voting Power:           900,000*
                                           -------------------------------------
                                       (6) Shared Voting Power:               0
                                           -------------------------------------
                                       (7) Sole Dispositive Power:      900,000*
                                           -------------------------------------
                                       (8) Shared Dispositive Power:          0
                                           -------------------------------------
--------------------------------------------------------------------------------

(9)     Aggregate Amount Beneficially Owned by Each Reporting Person:

                900,000*
--------------------------------------------------------------------------------

(10)    Check if  the Aggregate Amount  in Row (9) Excludes Certain  Shares (See
        Instructions):   N/A
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(11)    Percent of Class Represented by Amount in Row (9):   4.9%*
--------------------------------------------------------------------------------

(12)    Type of Reporting Person (See Instructions):    IA, IN
--------------------------------------------------------------------------------
* Based on 18,556,127  shares of Class A common stock, par value $0.01 per share
(the  "Shares"),  of Tronox  Incorporated  (the  "Company"),  outstanding  as of
October 31, 2008,  as disclosed in the Company's  quarterly  report on Form 10-Q
for the quarter  ended  September  30,  2008.  As of  December  31,  2008,  Ahab
Opportunities,    L.P.   ("Opportunities")   and   Ahab   Opportunities,    Ltd.
("Opportunities  International") held in the aggregate 900,000 Shares.  Jonathan
Gallen possesses sole power to vote and direct the disposition of all securities
of  the  Company  held  by  Opportunities   and   Opportunities   International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended,  Mr. Gallen is deemed to beneficially  own 900,000 Shares,  or
4.9% of the Shares deemed issued and outstanding as of December 31, 2008.





Item 1(a).  Name Of Issuer:   Tronox Incorporated

Item 1(b).  Address of Issuer's Principal Executive Offices:
            One Leadership Square, Suite 300, 211 N. Robinson Avenue,
            Oklahoma City, Oklahoma  73102


Item 2(a).  Name of Person Filing:  Jonathan Gallen

Item 2(b).  Address  of  Principal  Business  Office  or,  if  None,  Residence:
            299 Park Avenue, 17th Floor, New York, New York  10171

Item 2(c).  Citizenship:  United States

Item 2(d).  Title of Class of Securities:
            Class A Common Stock, par value $0.01 per share

Item 2(e).  CUSIP No.:   897051108


Item 3.     If  This  Statement Is  Filed  Pursuant  to Sections 240.13d-1(b) or
            240.13d-2(b) or (c), check whether the Person Filing is a:

            Not applicable.


Item 4.     Ownership

            (a) Amount Beneficially Owned (as of December 31, 2008):    900,000*

            (b) Percent of Class (as of December 31, 2008):                4.9%*

            (c) Number of Shares as to which the person has:

               (i)   sole power to vote or to direct the vote           900,000*

               (ii)  shared power to vote or to direct the vote               0

               (iii) sole power to dispose or to direct the
                     disposition of                                     900,000*

               (iv)  shared power to dispose or to direct the
                     disposition of                                           0


----------------------
* Based on 18,556,127  shares of Class A common stock, par value $0.01 per share
(the  "Shares"),  of Tronox  Incorporated  (the  "Company"),  outstanding  as of
October 31, 2008,  as disclosed in the Company's  quarterly  report on Form 10-Q
for the quarter  ended  September  30,  2008.  As of  December  31,  2008,  Ahab
Opportunities,    L.P.   ("Opportunities")   and   Ahab   Opportunities,    Ltd.
("Opportunities  International") held in the aggregate 900,000 Shares.  Jonathan
Gallen possesses sole power to vote and direct the disposition of all securities
of  the  Company  held  by  Opportunities   and   Opportunities   International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended,  Mr. Gallen is deemed to beneficially  own 900,000 Shares,  or
4.9% of the Shares deemed issued and outstanding as of December 31, 2008.





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 [X].


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person

         Not Applicable.


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.


                                      February 17, 2009


                                      /s/ Jonathan Gallen
                                      ------------------------------------------
                                      Jonathan Gallen,  in  his  capacity as the
                                      investment manager for Ahab Opportunities,
                                      L.P. and Ahab Opportunities, Ltd.




      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)