SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 1999

Commission file number 1-13905

COMPX INTERNATIONAL INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                            57-0981653     
-------------------------------                           --------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification No.)

16825 Northchase Drive, Suite 1200, Houston, TX                   77060       
-----------------------------------------------           --------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (281) 423-3377   
--------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class                                 which registered

Class A common stock                            New York Stock Exchange
($.01 par value per share)

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

As of  February  29,  2000,  6,148,580  shares  of  Class A  common  stock  were
outstanding.  The  aggregate  market  value of the 5.8 million  shares of voting
stock held by nonaffiliates  of Valhi,  Inc. as of such date  approximated  $108
million.

Documents incorporated by reference

The  information  required by Part III is  incorporated  by  reference  from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to  Regulation  14A not later  than 120 days  after the end of the  fiscal  year
covered by this report.

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  1999 as set forth  below  and in the pages  attached
hereto:

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Exhibit No. 99.1,  Annual  Report of the National  Cabinet  Lock,  Inc.
Contributory  Retirement  Plan (Form 11-K) for the year ended  December
31, 1999 (filed as an amendment to the  Registrant's  Annual  Report on
Form 10-K for the year ended December 31, 1999).

Exhibit  No.  99.2,  Annual  Report of The 401(k) Plan of the Fort Lock
Corporation  (Form 11-K) for the year ended December 31, 1999 (filed as
an amendment  to the  Registrant's  Annual  Report on Form 10-K for the
year ended December 31, 1999).

Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

COMPX INTERNATIONAL INC.  
-----------------------------
(Registrant)

Dated:  June 15, 2000                 By:      /s/ Todd W. Strange  
---------------------
Todd W. Strange
Vice President
and Controller (Principal
Accounting Officer)

Exhibit 99.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -
For the fiscal year ended December 31, 1999

Commission file number 1-13905
-------

A. Full  title of the plan and the  address of the plan,  if  different
from that of the issuer named below:

NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
200 Old Mill Road
Mauldin, South Carolina 29662

B. Name of issuer of the  securities  held pursuant to the plan and the
address of its principal executive office:

COMPX INTERNATIONAL INC.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060-2544

NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN

INDEX

Page

Signature Page                                                       2

Financial Statements and Supplemental Schedules
with Report of Independent Accountants                            3 - 9

Exhibit I - Consent of Independent Accountants

SIGNATURE

Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN

By:  ADMINISTRATIVE COMMITTEE OF THE
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN

By:  /s/ Keith A. Johnson                 
-------------------------------------
Keith A. Johnson
Committee Member

June 15, 2000

NATIONAL CABINET LOCK, INC. CONTRIBUTORY
RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

December 31, 1999

with

REPORT OF INDEPENDENT ACCOUNTANTS

NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN

Index of Financial Statements and Supplemental Schedules

Page

Report of Independent Accountants                                     2

Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 1998 and 1999                                         3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 1999                                       4

Notes to Financial Statements                                     5-8

Supplemental Schedules
Schedule H - Schedule of Assets Held for Investment Purposes -
December 31, 1999                                                  9

Report of Independent Accountants

To the Administrative Committee of
National Cabinet Lock, Inc. Contributory Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of National  Cabinet Lock,  Inc.  Contributory  Retirement  Plan (the "Plan") at
December 31, 1998 and 1999 and the changes in net assets  available for benefits
for the year ended December 31, 1999 in conformity  with  accounting  principles
generally  accepted in the United  States.  These  financial  statements are the
responsibility  of the Plan's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United  States which  require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of Schedule of
Assets Held for  Investment  Purposes is presented for the purpose of additional
analysis and is not a required  part of the basic  financial  statements  but is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

PricewaterhouseCoopers LLP

May 26, 2000

NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 1998 and 1999

1998            1999
----            ----

Assets:

Investments at fair value ..................      $10,053,598      $13,624,943

Contributions receivable:
Employer ...................................          343,182          377,261

Participant ................................             --              4,639
-----------      -----------

Net assets available for benefits ........      $10,396,780      $14,006,843
===========      ===========

NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 1999

Additions:
Investment income:

Net appreciation in fair value
of investments ..........................................       $ 2,352,929
Interest and dividends ...................................         1,180,467
-----------
3,533,396
Contributions:
Employer .................................................           377,261
Participants .............................................           524,356
-----------
901,617

Total additions ........................................         4,435,013
-----------

Deductions:
Benefits to participants ...................................           823,702
Administrative expenses ....................................             1,248
-----------

Total deductions .......................................           824,950
-----------

Net increase in net assets available for benefits ............         3,610,063

Net assets available for benefits:
Beginning of year ..........................................        10,396,780
-----------

End of year ................................................       $14,006,843
===========

NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The following  description of the National Cabinet Lock, Inc.
Contributory  Retirement Plan (the "Plan"),  provides only general  information.
Participants should refer to the Plan agreement for a more complete  description
of the Plan's provisions.

The Plan is a defined  contribution  plan which covers eligible salaried
and  hourly  U.S.  employees  of CompX  International,  Inc.  (the  "Employer").
Employees are eligible to participate in the Plan as of the first entry date, as
defined,  concurrent  with or  next  following  the  completion  of one  year of
employment  and attaining 20 years of age. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The  Employer  is a  64%-owned  subsidiary  of  Valhi,  Inc.  Valhi is a
93%-owned  subsidiary  of Contran  Corporation.  Substantially  all of Contran's
outstanding voting stock is held either by trusts established for the benefit of
certain children and grandchildren of Harold C. Simmons, of which Mr. Simmons is
sole trustee, or by Mr. Simmons directly. Mr. Simmons, Chairman of the Board and
Chief Executive  Officer of each of Contran and Valhi,  may be deemed to control
each of such companies and the Employer.

Contributions. The Plan permits participants to defer 1% to 15% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$10,000  in 1999  (subject  to  adjustment  in future  years),  through  payroll
deductions.  The Employer's  contribution is based upon a profit-sharing formula
and the  Employer's  profit,  as defined,  during the Plan year.  The Employer's
contribution is allocated to participants'  accounts on a percentage or matching
basis relative to the  participants'  contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by  participants  who  withdraw  from the Plan.  At December  31, 1998 and 1999,
unallocated  forfeited nonvested accounts were $6,407 and $12,601  respectively.
For the  years  ended  December  31,  1998 and 1999  there  were no  forfeitures
allocated to participant accounts.

Vesting and benefits.  Salary deferrals (including earnings thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination of  employment,  retirement,  death or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Participants'  accounts.  Participants can direct the Plan administrator
to invest, in 1% increments, their account balance in publicly-traded registered
investment  companies or pooled funds  administered by Putnam  Investments or in
CompX  International  Inc.  common stock.  Below are the investment fund options
available to participants:

Putnam Voyager Fund (trading symbol PVOYX) - Aggressively seeks capital
appreciation. Invests primarily in common stocks.

Putnam  Vista  Fund  (PVISX)  -  Seeks  capital  appreciation.  Invests
primarily in common stocks.

Putnam  OTC  and  Emerging   Growth  Fund   (POEGX)  -  Seeks   capital
appreciation.   Invests   primarily  in  common  stocks  of  small-  to
medium-sized "emerging growth" companies traded in the over-the-counter
("OTC") market.

Putnam Global Growth Fund (PEQUX) - Seeks capital appreciation. Invests
primarily in U.S. and international common stocks.

The George Putnam Fund of Boston  (PGEOX) - Seeks to provide a balanced
investment  which will produce both capital growth and current  income.
Invests in a diversified group of stocks and bonds.

Putnam High Yield  Advantage Fund (PHYIX) - Seeks high current  income.
Invests   primarily   in   high-yielding,   lower-rated   fixed  income
securities.

Putnam  Diversified  Income Fund  (PDINX)-  Seeks high  current  income
consistent  with  preservation  of capital.  Invests  primarily in U.S.
government, high-yield and international fixed securities.

Putnam Stable Value Fund - This pooled fund seeks stable  principal and
relatively  high current  income.  Invests  primarily  in  high-quality
fixed-income investments.

Company Stock Fund - Invests in CompX International Inc. common stock.

*Putnam  Asset  Allocation  Fund  (PAEAX)  - Growth  Portfolio  - Seeks
capital appreciation. Invests in both stocks and bonds.

*Putnam  Asset  Allocation  Fund  (PAEBX) - Balanced  Portfolio - Seeks
total return. Invests in both stocks and bonds.

*Putnam  S&P 500  Index  Fund - Seeks to  mirror  the  performance  and
composition of Standard & Poor's 500 Composite Index.

*Equity  Income  Fund  (PEYAX)  - seeks to  provide  current  income by
investing primarily in Diversified Portfolio of income producing equity
securities.

*Putnam International Growth Fund (PDUSX) - Seeks capital appreciation.
Invests in growth and value stocks outside of the United States.

*Putnam Asset Allocation Fund (PAECX) - Conservative  Portfolio - Seeks
total return with  preservation of capital.  Invests in both stocks and
bonds.

*First available to participants February 1, 1999.

The  above  fund   descriptions   provide  only   general   information.
Participants  should refer to the  Prospectus  of each fund for a more  complete
description.

In addition to the Putnam Funds,  a "Loan Fund" is maintained to account
for loans to participants,  as permitted by the Plan. These loans, with interest
rates ranging from 7.0% to 10.0%, mature through 2009.

Plan  termination.  The  Employer  has  the  right  under  the  Plan  to
discontinue  its  contributions  at any  time  and to  terminate  the  Plan,  in
compliance  with the  provisions of ERISA.  In the event the Plan is terminated,
the accounts of all participants will become fully vested.

Basis of accounting.  The financial  statements of the Plan are prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States. Valuation of investments is more fully described in Note 2.

Financial  Statement  Presentation.  On September 15, 1999, the American
Institute of Certified  Public  Accountants  issued  Statement of Position 99-3,
Accounting for and Reporting of Certain Defined  Contribution  Plan  Investments
and Other Disclosure Matters ("SOP 99-3") which, among other things,  eliminated
previous requirements for defined contribution plans to present plan investments
by general type for  investment  programs.  SOP 99-3 is effective  for financial
statements for Plan years ending after December 15, 1999. Accordingly,  the Plan
has adopted SOP 99-3 and the  accompanying  financial  statements do not include
details of the Plan's participant-directed investment programs.

Management  estimates.   The  preparation  of  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  and changes  therein,  and  disclosure  of  contingent  assets and
liabilities.  Actual  results  may, in some  instances,  differ from  previously
estimated amounts.

Risk and uncertainties. The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of administering  the Plan. The Plan provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 1999 administrative expenses.

Tax status.  The Plan has been notified by the Internal  Revenue Service
that it is a  qualified  plan under  Section  401(a) and  Section  401(k) of the
Internal  Revenue Code, and is therefore  exempt from federal income taxes under
provisions of Section 501(a) of the Code.

Note 2 - Investments:

General.  The  assets of the Plan are held and the  related  investment
transactions  are  executed by Putnam  Fiduciary  Trust  Company as trustee (the
"Trustee")  of the National  Cabinet  Lock,  Inc.  Master 401(k) Plan Trust (the
"Trust").  The Trust invests in publicly-traded  registered investment companies
or pooled funds administered by Putnam Investments and CompX International, Inc.
common stock (see Note 1). The Plan's investments are stated at fair value based
on quoted  market  prices and net  appreciation  (depreciation)  for the year is
reflected in the Plan's  statement of changes in net assets  available  for plan
benefits.  The net  appreciation  (depreciation)  consists of realized  gains or
losses and unrealized appreciation or depreciation on investments.

The following  presents  investments that represent 5 percent or more of
the Plan's net assets at year end:

December 31,
1998              1999
----              ----

Putnam Investments Voyager Fund ..............       $3,379,426       $4,474,486

Putnam Investments Vista Fund ................       $2,830,550       $3,305,917

Putnam Investments Stable Value
(pooled fund) ...............................       $  978,239       $2,466,267

Putnam Investments Diversified
Income Fund .................................       $  903,961       $  777,536

Putnam Investments The George Putnam
Fund of Boston .............................       $1,074,041       $  699,005

NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN

SCHEDULE H - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 1999

Fair
Cost          value

*Putnam Funds:

Voyager Fund .....................................    $2,493,695    $4,474,486
Vista Fund .......................................     2,022,335     3,305,917
OTC and Emerging Growth Fund .....................       201,635       370,054
Global Growth Fund ...............................       323,179       508,947
George Putnam Fund ...............................       750,324       699,005
High Yield Advantage Fund ........................       109,814       101,088
Diversified Income Fund ..........................       854,876       777,536
Stable Value Fund ................................     2,466,267     2,466,267
Asset Allocation Fund - Growth Portfolio .........         8,367         8,981
Asset Allocation Fund - Balanced Portfolio .......        85,447        88,778
S&P 500 Index Fund ...............................        34,543        38,838
Equity Income Fund ...............................       107,213        89,696
International Growth Fund ........................        14,697        17,176
Asset Allocation Fund - Conservative Portfolio ...        16,896        16,999
*CompX International Inc. common stock .............       140,712       145,540

*Loans to participants, mature through 2009 ........         -           515,635
-----------   -----------

$9,630,000   $13,624,943
===========   ===========

* party in interest

EXHIBIT I

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No.  333-56163) of CompX International Inc. of our report
dated May 26, 2000, relating to the financial statements of the National Cabinet
Lock, Inc. Contributory Retirement Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 15, 2000

Exhibit 99.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -
For the fiscal year ended December 31, 1999

Commission file number 1-13905
-------

A. Full  title of the plan and the  address of the plan,  if  different
from that of the issuer named below:

THE 401(K) PLAN OF THE FORT LOCK CORPORATION
3000 North River Road
River Grove, Illinois 60171

B. Name of issuer of the  securities  held pursuant to the plan and the
address of its principal executive office:

COMPX INTERNATIONAL INC.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060-2544

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

INDEX

Page

Signature Page                                                       2

Financial Statements and Supplemental Schedules
with Report of Independent Accountants                            3 - 10

Exhibit I - Consent of Independent Accountants

SIGNATURE

Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

By:  ADMINISTRATIVE COMMITTEE OF
THE 401(K) PLAN OF THE FORT LOCK CORPORATION

By:  /s/ Keith A. Johnson                 
-------------------------------------
Keith A. Johnson
Committee Member

June 15, 2000

THE 401(k) PLAN OF THE
FORT LOCK CORPORATION

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

December 31, 1999

with

REPORT OF INDEPENDENT ACCOUNTANTS

THE 401(k) PLAN OF THE FORT LOCK CORPORATION

Index of Financial Statements and Supplemental Schedules

Page

Report of Independent Accountants                                         2

Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 1998 and 1999                                             3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 1999                                           4

Notes to Financial Statements                                         5-9

Supplemental Schedules
Schedule H - Schedule of Assets Held for Investment Purposes -
December 31, 1999                                                     10

Report of Independent Accountants

To the Administrative Committee of
The 401(k) Plan of the Fort Lock Corporation

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of The 401(k) Plan of the Fort Lock  Corporation  (the  "Plan") at December  31,
1998 and 1999 and the changes in net assets  available for benefits for the year
ended  December 31, 1999 in  conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Plan's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States  which  require  that we plan and  perform  the  audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of Schedule of
Assets Held for  Investment  Purposes is presented for the purpose of additional
analysis and is not a required  part of the basic  financial  statements  but is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

PricewaterhouseCoopers LLP

May 26, 2000

THE 401(k) PLAN OF THE FORT LOCK CORPORATION

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 1998 and 1999

1998             1999
----             ----

Assets:

Investments at fair value ......................      $1,375,584      $2,019,618

Contribution receivable:
Employer .....................................           3,766         245,606

Participant ..................................          24,189            --
----------      ----------

Net assets available for benefits ..........      $1,403,539      $2,265,224
==========      ==========

THE 401(k) PLAN OF THE FORT LOCK CORPORATION

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 1999

Additions:
Investment income:

Net appreciation in fair value
of investments ...........................................       $  215,414
Interest and dividends ....................................          120,458
----------
335,872
Contributions:
Employer ..................................................          245,606
Participants ..............................................          367,356
----------
612,962

Total additions .........................................          948,834

Deductions:
Benefits to participants ....................................           86,845
Administrative expenses .....................................              304
----------

Total deductions ........................................           87,149
----------

Net increase in net assets available for benefits .............          861,685

Net assets available for benefits:
Beginning of year ...........................................        1,403,539
----------

End of year .................................................       $2,265,224
==========

THE 401(k) PLAN OF THE FORT LOCK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The following  description of The 401(k) Plan of the Fort Lock
Corporation (the "Plan"), provides only general information. Participants should
refer  to the Plan  agreement  for a more  complete  description  of the  Plan's
provisions.

The Plan is a defined  contribution  plan which covers eligible salaried
and hourly U.S.  employees of Fort Lock Corporation (the "Employer").  Employees
are eligible to  participate in the Plan as of the first entry date, as defined,
concurrent  with or next  following the completion of one year of employment and
attaining 20 years of age. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

The Employer is a 100%  wholly-owned  subsidiary of CompX  International
Inc.,  which is a  64%-owned  subsidiary  of Valhi,  Inc.  Valhi is a  93%-owned
subsidiary of Contran  Corporation.  Substantially all of Contran's  outstanding
voting  stock is held  either by trusts  established  for the benefit of certain
children and  grandchildren  of Harold C. Simmons,  of which Mr. Simmons is sole
trustee,  or by Mr. Simmons  directly.  Mr.  Simmons,  Chairman of the Board and
Chief Executive  Officer of each of Contran and Valhi,  may be deemed to control
each of such companies and the Employer.

Contributions. The Plan permits participants to defer 1% to 15% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$10,000  in 1999  (subject  to  adjustment  in future  years),  through  payroll
deductions.  The Employer's  contribution is based upon a profit-sharing formula
and the Employer's  profit, as defined,  during the Plan year. Prior to February
1,  1999,  the  Plan  provided  for a  discretionary  Employer  match  that  was
determined  by the Company prior to the beginning of the Plan year and could not
exceed  1.25%  of  compensation   (as  defined  in  the  Plan).  The  Employer's
contribution is allocated to participants'  accounts on a percentage or matching
basis relative to the  participants'  contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by  participants  who  withdraw  from the Plan.  At December  31, 1998 and 1999,
unallocated  forfeited  nonvested accounts were $2,312 and $5,126  respectively.
For the  years  ended  December  31,  1998 and 1999  there  were no  forfeitures
allocated to participant accounts.

Vesting and benefits.  Salary deferrals (including earnings thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination of  employment,  retirement,  death or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Participants'  accounts.  Prior to February 25, 1999, participants could
direct  the  Plan  administrator  to  invest,  in  5%  increments  (minimum  10%
investment),   their   account   balances  in  pooled  funds   administered   by
Massachusetts  Mutual Life  Insurance  Company  ("MassMutual").  Balances in the
MassMutual  funds were  liquidated on February 25, 2000 and  transferred  to the
Putnam funds described below. The MassMutual investment options were:

Balanced Fund.  Money invested in common stocks,  publicly-traded  bonds
and cash. The percentage  invested in these assets will very according to market
conditions to enhance returns and minimize risk.

Core Equity Fund.  Money invested mostly in common stocks.

Guaranteed  Interest  Fund.  Money  invested  in  MassMutual's  general
portfolio.  This money will receive a rate of interest set by  MassMutual at the
start of the year.

Small  Company  Fund.   Money  invested  mostly  in  common  stocks  of
corporations with small market capitalization.

Effective  February 1, 1999  participants  could no longer invest in the
above four options,  but could direct the Plan  administrator  to invest,  in 1%
increments,  their  account  balance in  publicly-traded  registered  investment
companies  or  pooled  funds  administered  by  Putnam  Investments  or in CompX
International Inc. common stock. Below are the investment fund options available
to participants beginning February 1, 1999:

Putnam Voyager Fund (trading symbol PVOYX) - Aggressively seeks capital
appreciation. Invests primarily in common stocks.

Putnam  Vista  Fund  (PVISX)  -  Seeks  capital  appreciation.  Invests
primarily in common stocks.

Putnam  OTC  and  Emerging   Growth  Fund   (POEGX)  -  Seeks   capital
appreciation.   Invests   primarily  in  common  stocks  of  small-  to
medium-sized "emerging growth" companies traded in the over-the-counter
("OTC") market.

Putnam Global Growth Fund (PEQUX) - Seeks capital appreciation. Invests
primarily in U.S. and international common stocks.

The George Putnam Fund of Boston  (PGEOX) - Seeks to provide a balanced
investment  which will produce both capital growth and current  income.
Invests in a diversified group of stocks and bonds.

Putnam High Yield  Advantage Fund (PHYIX) - Seeks high current  income.
Invests   primarily   in   high-yielding,   lower-rated   fixed  income
securities.

Putnam  Diversified  Income Fund  (PDINX)-  Seeks high  current  income
consistent  with  preservation  of capital.  Invests  primarily in U.S.
government, high-yield and international fixed securities.

Putnam Stable Value Fund - This pooled fund seeks stable  principal and
relatively  high current  income.  Invests  primarily  in  high-quality
fixed-income investments.

Putnam Asset Allocation Fund (PAEAX) - Growth Portfolio - Seeks capital
appreciation. Invests in both stocks and bonds.

Putnam Asset Allocation Fund (PAEBX) - Balanced Portfolio - Seeks total
return. Invests in both stocks and bonds.

Putnam  S&P 500  Index  Fund - Seeks  to  mirror  the  performance  and
composition of Standard & Poor's 500 Composite Index.

Putnam International Growth Fund (PDVSX) - Seeks capital  appreciation.
Invests in growth and value stocks outside of the United States.

Equity  Income  Fund  (PEYAX)  - Seeks to  provide  current  income  by
investing  primarily  in  Diversified  Portfolio  of income - producing
equity securities.

Putnam Asset  Allocation Fund (PAECX) - Conservative  Portfolio - Seeks
total return with  preservation of capital.  Invests in both stocks and
bonds.

Company Stock Fund - Invests in CompX International Inc. common stock.

The  above  fund   descriptions   provide  only   general   information.
Participants  should refer to the  Prospectus  of each fund for a more  complete
description.

In addition to the Putnam  Funds or  MassMutual  funds prior to February
25, 1999, a "Loan Fund" is maintained to account for loans to  participants,  as
permitted by the Plan.  These loans,  with interest  rates ranging from 8.75% to
10.5%, mature through 2005.

Plan  termination.  The  Employer  has  the  right  under  the  Plan  to
discontinue  its  contributions  at any  time  and to  terminate  the  Plan,  in
compliance  with the  provisions of ERISA.  In the event the Plan is terminated,
the accounts of all participants will become fully vested.

Basis of accounting.  The financial  statements of the Plan are prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States. Valuation of investments is more fully described in Note 2.

Financial  Statement  Presentation.  On September 15, 1999, the American
Institute of Certified  Public  Accountants  issued  Statement of Position 99-3,
Accounting for and Reporting of Certain Defined  Contribution  Plan  Investments
and Other Disclosure Matters ("SOP 99-3") which, among other things,  eliminated
previous requirements for defined contribution plans to present plan investments
by general type for  investment  programs.  SOP 99-3 is effective  for financial
statements for Plan years ending after December 15, 1999. Accordingly,  the Plan
has adopted SOP 99-3 and the  accompanying  financial  statements do not include
details of the Plan's participant-directed investment programs.

Management  estimates.   The  preparation  of  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  and changes  therein,  and  disclosure  of  contingent  assets and
liabilities.  Actual  results  may, in some  instances,  differ from  previously
estimated amounts.

Risk and uncertainties. The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of administering  the Plan. The Plan provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 1999 administrative expenses.

Tax status.  The Plan has been notified by the Internal  Revenue Service
that it is a  qualified  plan under  Section  401(a) and  Section  401(k) of the
Internal Revenue Code (the "Code"),  and is therefore exempt from federal income
taxes under  provisions of Section 501(a) of the Code. The Plan has been amended
and restated  (effective  February 1, 1999) since  receiving  the  determination
letter.  However, the Plan administrator  believes that the Plan is designed and
is currently being operated in compliance  with  applicable  requirements of the
Code.

Note 2 - Investments:

General.  The  assets of the Plan were held and the  related  investment
transactions  were  executed  by  MassMutual  during  the year of 1998 and until
February 1999. Starting in February 1999 the assets of the plan were transferred
to Putnam  Fiduciary  Trust Company as trustee (the  "Trustee") of the Fort Lock
Corporation Master 401(k) Plan Trust (the "Trust"). The related transactions are
now  executed  by  Putnam   Fiduciary  Trust  Company.   The  Trust  invests  in
publicly-traded  registered investment companies or pooled funds administered by
Putnam Investments and CompX International,  Inc. common stock (see Note 1). The
Plan's  investments  are stated at fair value based on quoted  market prices and
net  appreciation  (depreciation)  for  the  year  is  reflected  in the  Plan's
statement  of  changes  in net  assets  available  for  plan  benefits.  The net
appreciation  (depreciation) consists of realized gains or losses and unrealized
appreciation or depreciation on investments.

The following  presents  investments that represent 5 percent or more of
the Plan's net assets at year end:

December 31,
1998            1999
----            ----

Putnam Investments Voyager Fund ..................       $   --         $175,318

Putnam Investments OTC and Emerging
Growth Fund .....................................       $   --         $385,783

Putnam Investments The George Putnam
Fund of Boston ..................................       $   --         $115,888

Putnam Investments Stable Value Fund
(pooled fund) ...................................       $   --         $574,578

Putnam Investments S&P 500 Index Fund
(pooled fund) ...................................       $   --         $292,234

Putnam Investments Equity Income Fund ............       $   --         $304,659

Massachusetts Mutual Funds Company
Guaranteed Interest Fund ........................       $510,129       $   --  

Massachusetts Mutual Funds Company
Balanced Fund (pooled fund) .....................       $130,740       $   --  

Massachusetts Mutual Funds Company
Core Equity Fund (pooled fund) ..................       $398,174       $   --  

Massachusetts Mutual Fund Company
Small Company Fund (pooled fund) ................       $268,275       $   --  

THE 401(k) PLAN OF THE FORT LOCK CORPORATION

SCHEDULE H - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 1999

Fair
Cost           value

*Putnam Funds:

Voyager Fund ...................................     $  140,067     $  175,318
Vista Fund .....................................         34,566         41,810
OTC and Emerging Growth Fund ...................        192,558        385,783
Global Growth Fund .............................         12,372         16,267
George Putnam Fund .............................        126,517        115,888
High Yield Advantage Fund ......................            650            652
Diversified Income Fund ........................         11,892         11,640
Stable Value Fund ..............................        570,006        574,578
Asset Allocation Fund - Growth Portfolio .......          1,161          1,211
Asset Allocation Fund - Balanced Portfolio .....          2,049          2,110
S&P 500 Index Fund .............................        263,931        292,234
International Growth Fund ......................         18,036         25,496
Equity Income Fund .............................        337,681        304,659
*CompX International Inc. common stock ...........          7,369          8,747

*Loans to participants mature through 2005 .......          -             63,225
----------     ----------

$1,718,855     $2,019,618
==========     ==========

*party in interest

EXHIBIT I

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No.  333-74821) of CompX International Inc. of our report
dated May 26, 2000,  relating to the financial  statements of The 401(k) Plan of
the Fort Lock Corporation, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 15, 2000