SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 - For the fiscal year ended December 31, 2004

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.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas                     75240-2697    
-----------------------------------------------           --------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (972) 448-1400   
--------------------

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 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
---     ---

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. X
---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes    No  X 
---    ---

The  aggregate  market  value of the 3.4 million  shares of voting stock held by
nonaffiliates of CompX International Inc. as of June 30, 2004 approximated $51.0
million.

As of  January  31,  2005,  5,178,880  shares  of  Class  A  common  stock  were
outstanding.

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.

PART I

ITEM 1.   BUSINESS

General

CompX International Inc. (NYSE: CIX) is a leading manufacturer of precision
ball bearing slides,  security  products and ergonomic  computer support systems
used in office furniture,  computer-related  applications and a variety of other
industries. The Company's products are principally designed for use in medium to
high-end product applications, where design, quality and durability are critical
to the Company's  customers.  The Company  believes that it is among the world's
largest producers of precision ball bearing slides, security products consisting
of cabinet locks and other locking  mechanisms  and ergonomic  computer  support
systems. In 2004, precision ball bearing slides, security products and ergonomic
computer  support systems  accounted for  approximately  43%, 42% and 15% of net
sales related to continuing operations, respectively.

On January 24, 2005 the registrant  completed the disposition of all of the
net  assets  of  its  Thomas  Regout  precision  slide  and  window   furnishing
operations,  conducted at its facility in the Netherlands,  to members of Thomas
Regout management for proceeds of approximately  $22.6 million.  At December 31,
2004,  the assets and  liabilities  of Thomas Regout are classified as "held for
sale"  and the  results  of  operations  for the  2004  and  prior  periods  are
classified  as  results  from  "discontinued  operations".  See  Note  10 to the
Consolidated Financial Statements.

At December 31, 2004,  CompX is 83% owned by CompX Group,  Inc., a majority
owned  subsidiary  of NL  Industries,  Inc.  (NYSE:  NL). NL owns 82.4% of CompX
Group, and Titanium Metals  Corporation (NYSE: TIE) ("TIMET") owns the remaining
17.6% of CompX Group.  At December 31, 2004,  (i) TIMET owns an additional 2% of
CompX  directly,  (ii) Valhi,  Inc.  (NYSE:  VHI)  holds,  directly or through a
subsidiary, approximately 83% of NL's outstanding common stock and approximately
41% of TIMET's  outstanding  common stock and (iii) Contran  Corporation  holds,
directly  or through  subsidiaries,  approximately  91% of  Valhi's  outstanding
common stock. Substantially all of Contran's outstanding voting stock is held by
trusts  established  for the benefit of certain  children and  grandchildren  of
Harold C.  Simmons,  of which Mr.  Simmons  is sole  trustee,  or is held by Mr.
Simmons or persons or other entities  related to Mr. Simmons.  Mr. Simmons,  the
Chairman of the Board of each of Contran,  Valhi and NL and Vice Chairman of the
Board of TIMET, may be deemed to control each of such companies and the Company.

The Company was  incorporated  in Delaware in 1993 under the name  National
Cabinet Lock Inc. At that time, Valhi contributed the assets of its Cabinet Lock
Division and the stock of Waterloo Furniture  Components Limited to the Company.
In 1996, the Company changed its name to CompX  International  Inc. In 1998, the
Company issued  approximately 6 million shares of its common stock in an initial
public offering and CompX acquired two additional  security products  producers.
CompX acquired two more slide  producers in 1999 and another  security  products
producer in January 2000.

The  Company  maintains  a website  on the  internet  with the  address  of
www.compxnet.com.  Copies of this Annual  Report on Form 10-K for the year ended
December 31, 2004 and copies of the Company's Quarterly Reports on Form 10-Q for
2004 and 2005 and any  Current  Reports  on Form 8-K for 2004 and 2005,  and any
amendments  thereto,  are or  will  be  available  free  of  charge  as  soon as
reasonably  practical  after they are filed  with the  Securities  and  Exchange
Commission  ("SEC")  at  such  website.  Additional  information  regarding  the
Company,  including the Company's Audit Committee Charter, the Company's Code of
Business Conduct and Ethics and the Company's Corporate  Governance  Guidelines,
may also be found at this website. 

1

The general  public may also read and copy any  materials the Company files
with  the SEC at the  SEC's  Public  Reference  Room at 450  Fifth  Street,  NW,
Washington,  DC 20549, and may obtain information on the operation of the Public
Reference  Room  by  calling  the  SEC  at  1-800-SEC-0330.  The  Company  is an
electronic  filer, and the SEC maintains an internet website at www.sec.gov that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issuers that file electronically with the SEC.

As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Annual  Report on Form 10-K relating to matters that are not  historical  facts,
including,  but not limited to,  statements  found in this Item 1 -  "Business,"
Item 3 - "Legal Proceedings," Item 7 - "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" and Item 7A - "Quantitative  and
Qualitative Disclosures About Market Risk," are forward-looking  statements that
represent  management's  beliefs and  assumptions  based on currently  available
information.  Forward-looking  statements  can be identified by the use of words
such as "believes,"  "intends,"  "may,"  "should,"  "anticipates,"  "expects" or
comparable  terminology or by discussions of strategies or trends.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable, it cannot give any assurances that these expectations
will prove to be correct.  Such  statements by their nature involve  substantial
risks and uncertainties that could  significantly  impact expected results,  and
actual  future  results  could differ  materially  from those  described in such
forward-looking  statements.  Among the factors that could cause  actual  future
results to differ materially are the risks and  uncertainties  discussed in this
Annual Report and those  described from time to time in materials filed with the
Company's  other filings with the SEC.  While it is not possible to identify all
factors,  the Company continues to face many risks and uncertainties  including,
but not limited to, the following:

o    Future supply and demand for the Company's products,
o    Changes in costs of raw materials and other  operating  costs (such as
energy costs),
o    General global economic and political conditions,
o    Demand for office furniture,
o    Service industry employment levels,
o    The possibility of labor disruptions,
o    Competitive products and prices,  including increased competition from
low-cost manufacturing sources (such as China),
o    Substitute products,
o    Customer and competitor strategies,
o    Costs  and   expenses   associated   with   compliance   with  certain
requirements  of  the  Sarbanes-Oxley  Act  of  2002  relating  to the
evaluation of the Company's internal control over financial reporting,
o    The introduction of trade barriers,
o    The impact of pricing and production decisions,
o    Fluctuations  in the  value  of the  U.S.  dollar  relative  to  other
currencies (such as the Canadian dollar and New Taiwan dollar),
o    Potential    difficulties   in   integrating   completed   or   future
acquisitions,
o    Decisions to sell operating  assets other than in the ordinary  course
of business,
o    Uncertainties associated with new product development,
o    Environmental  matters (such as those requiring emission and discharge
standards for existing and new facilities),
o    The ability of the Company to renew or refinance  its  revolving  bank
credit facility,
o    The ultimate outcome of income tax audits,
o    The impact of current or future government regulations,

2

o    Possible future litigation and
o    Other risks and uncertainties.

Should one or more of these risks  materialize  (or the  consequences  of such a
development worsen) or should the underlying assumptions prove incorrect, actual
results could differ  materially from those forecasted or expected.  The Company
disclaims  any  intention  or  obligation  to update  publicly  or  revise  such
statements whether as a result of new information, future events or otherwise.

Industry Overview

Historically,  approximately  three-fourths of the Company's  products were
sold to the office furniture  manufacturing  industry.  As a result of strategic
acquisitions  in the  security  products  industry  in 1998  and 2000 and in the
precision  ball  bearing  slide  industry in 1999,  the Company has expanded its
product  offering and reduced its  percentage  of sales to the office  furniture
market.  Currently,  approximately 55% of the Company's products are sold to the
office furniture  manufacturing industry while the remainder are sold for use in
other  products,  such  as  vending  equipment,   electromechanical  enclosures,
recreational transportation, computers and related equipment, banking equipment,
refrigerators,  tool boxes and other non-office furniture applications. In 2004,
the office  furniture  industry  began to recover from a multi-year  contraction
marked by consistently negative growth rates.  Consequently,  CompX's historical
sales  growth has been  negatively  affected.  See Item 6 - "Selected  Financial
Data" and Item 7 - "Management's  Discussion and Analysis of Financial Condition
and  Results of  Operations."  However,  CompX's  management  believes  that its
emphasis on new product  development,  sales of its products  used in non-office
furniture  markets  result in the  potential  for  higher  rates of  growth  and
diversification of risk than the office furniture industry as a whole.

Products

CompX  manufactures  and sells  components  in three major  product  lines:
precision ball bearing slides,  security products and ergonomic computer support
systems.

Sales  for the  respective  product  lines  in  2002,  2003 and 2004 are as
follows:

Years ended December 31       
2002                 2003                 2004
----                 ----                 ----
($ in thousands)

Precision ball bearing slides                               $ 63,417             $ 69,709            $ 78,522     
Security products                                             73,358               76,155              75,872
Ergonomic computer support systems                            29,896               28,102              28,237
-----------          -----------         -----------

$166,671             $173,966            $182,631
========             ========            ========

The  Company's  precision  ball  bearing  slides  are sold  under the CompX
Waterloo, Waterloo Furniture Components and Dynaslide brand names; the Company's
security products are sold under the CompX Security  Products,  National Cabinet
Lock, Fort Lock,  Timberline Lock,  Chicago Lock,  STOCK LOCKS,  KeSet and TuBar
brand names; and the ergonomic computer support systems are sold under the CompX
ErgonomX  brand  name.  The  Company  believes  that its  brand  names  are well
recognized in the industry.

Precision  ball  bearing  slides.  CompX  manufactures  a complete  line of
precision  ball  bearing  slides for use in office  furniture,  computer-related
equipment,  tool  storage  cabinets,  imaging  equipment,  file  cabinets,  desk
drawers, automated teller machines,  refrigerators and other applications. These
products include CompX's patented  Integrated Slide Lock in which a file cabinet
manufacturer  can reduce the possibility of multiple drawers being opened at the

3

same  time,  the  adjustable  patented  Ball  Lock  which  reduces  the  risk of
heavily-filled  drawers, such as auto mechanic tool boxes, from opening while in
movement,  and the  Butterfly  Take Apart  System,  which is  designed to easily
disengage drawers from cabinets.  Precision ball bearing slides are manufactured
to stringent  industry  standards and are designed in conjunction  with original
equipment  manufacturers ("OEMs") to meet the needs of end users with respect to
weight support capabilities, ease of movement and durability.

Security products.  The Company believes that it is a North American market
leader  in  the  manufacture  and  sale  of  cabinet  locks  and  other  locking
mechanisms.  CompX provides  security products to various  industries  including
institutional furniture,  banking, industrial equipment,  recreational vehicles,
vending  and  computer.  The  Company's  products  can also be found in  various
applications  including ignition systems,  office furniture,  vending and gaming
machines,  parking  meters,  electrical  circuit panels,  storage  compartments,
security  devices for laptop and desktop  computers  as well as  mechanical  and
electronic  locks for the toolbox  industry.  Some of these products may include
CompX's KeSet high security  system,  which has the ability to change the keying
on a single lock 64 times  without  removing the lock from its enclosure and its
patented high security TuBar locking system.

The Company  manufactures  disc tumbler  locking  mechanisms  at all of its
security  products  facilities,  which mechanisms  provide moderate security and
generally represent the lowest cost lock to produce. CompX also manufactures pin
tumbler locking  mechanisms,  including its KeSet, ACE II and TuBar brand locks,
which  mechanisms  are more  costly  to  produce  and are  used in  applications
requiring higher levels of security.  CompX Security Products'  innovative eLock
electronic  lock provides  stand alone  security and audit trail  capability for
drug storage and other valuables  through the use of a proximity card,  magnetic
stripe,  or keypad  credentials.  A substantial  portion of the Company's  sales
consist of products with  specialized  adaptations to individual  manufacturers'
specifications.  CompX,  however,  also has a standardized product line suitable
for many customers.  This  standardized  product line is offered through a North
American  distribution  network through the Company's  STOCK LOCKS  distribution
program as well as to factory centers and to large OEMs.

Ergonomic  computer  support systems.  CompX is a leading  manufacturer and
innovator in ergonomic computer support systems and accessories.  Unlike similar
products targeting the residential  market,  which are more price sensitive with
less  emphasis on the  overall  value of products  and  service,  the CompX line
consists  of more  highly  engineered  products  designed  to provide  ergonomic
benefits for business and other sophisticated users.

Ergonomic computer support systems include articulating computer
keyboard support arms (designed to attach to desks in the workplace and home
office environments to alleviate possible strains and stress and maximize usable
workspace), CPU storage devices (which minimize adverse effects of dust and
moisture) and a number of complementary accessories, including ergonomic wrist
rest aids, mouse pad supports and computer monitor support arms. These products
include CompX's Leverlock, which is designed to make the adjustment of an
ergonomic keyboard arm easier. In addition, the Company offers its engineering
and design capabilities for the design and manufacture of products on a
proprietary basis for key customers.

Sales, Marketing and Distribution

CompX  sells  components  to OEMs and to  distributors  through a dedicated
sales force.  The majority of the Company's sales are to OEMs, while the balance
represents standardized products sold through distribution channels.

Sales to large OEM customers are made through the efforts of  factory-based
sales and marketing  professionals  and engineers  working in concert with field

4

salespeople  and  independent  manufacturers'  representatives.   Manufacturers'
representatives  are  selected  based on special  skills in  certain  markets or
relationships with current or potential customers.

A significant portion of the Company's sales are made through distributors.
The  Company  has a  significant  market  share  of  cabinet  lock  sales to the
locksmith distribution channel. CompX supports its distributor sales with a line
of standardized products used by the largest segments of the marketplace.  These
products are packaged and  merchandised  for easy  availability  and handling by
distributors  and the end user.  Based on the Company's  successful  STOCK LOCKS
inventory program,  similar programs have been implemented for distributor sales
of  ergonomic  computer  support  systems and, to some  extent,  precision  ball
bearing  slides.  The  Company  also  operates  a  small  tractor/trailer  fleet
associated with its Canadian  facilities to provide an  industry-unique  service
response to major customers for those Canadian manufactured products.

The Company does not believe it is dependent  upon one or a few  customers,
the loss of which would have a material  adverse  effect on its  operations.  In
2002, 2003 and 2004, sales to the Company's ten largest customers  accounted for
approximately 38%, 44% and 43% of sales,  respectively.  In 2002 and 2003, sales
to the Company's  largest  customer  were less than 10% of the  Company's  total
sales.  In 2004, one customer  accounted for 11% of sales. In each of 2002, 2003
and 2004,  eight of the Company's  top ten customers  were located in the United
States.

Manufacturing and Operations

At December 31, 2004, CompX operated seven manufacturing facilities related
to its continuing operations:  five in North America (two in Illinois and one in
each of Canada,  South Carolina and Michigan) and two in Taiwan.  Precision ball
bearing slides are  manufactured in the facilities  located in Canada,  Michigan
and Taiwan.  Security  products are  manufactured  in the facilities  located in
South Carolina and Illinois. Ergonomic products are manufactured in the facility
located in Canada.  The Company owns all of these  facilities  except for one of
the Taiwan facilities,  which is leased.  See also Item 2 - "Properties."  CompX
also leases a distribution center in California and a warehouse in Taiwan. CompX
believes that all of its facilities are well  maintained  and  satisfactory  for
their intended purposes.

Raw Materials

Coiled steel is the major raw material used in the manufacture of precision
ball bearing slides and ergonomic  computer support systems.  Plastic resins for
injection molded plastics are also an integral  material for ergonomic  computer
support systems.  Purchased  components and zinc are the principal raw materials
used in the manufacture of security products.  These raw materials are purchased
from several suppliers and are readily available from numerous sources.

The Company occasionally enters into raw material  arrangements to mitigate
the short-term  impact of future  increases in raw material  costs.  While these
arrangements  do not commit the Company to a minimum  volume of purchases,  they
generally  provide for stated unit prices  based upon  achievement  of specified
volume  purchase  levels.  This allows the  Company to  stabilize  raw  material
purchase prices, provided that the specified minimum monthly purchase quantities
are met. Materials purchased outside of these arrangements are sometimes subject
to unanticipated and sudden price increases such as rapidly increasing worldwide
steel prices in 2002 through 2004. Due to the competitive  nature of the markets
served  by the  Company's  products,  it is  often  difficult  to  recover  such
increases  in raw material  costs  through  increased  product  selling  prices.
Consequently,  overall  operating  margins can be affected by such raw  material
cost pressures.

5

Competition

The markets in which CompX participates are highly competitive. The Company
competes  primarily  on the basis of product  design,  including  ergonomic  and
aesthetic  factors,  product quality and durability,  price,  on-time  delivery,
service and technical support. The Company focuses its efforts on the middle and
high-end segments of the market, where product design,  quality,  durability and
service are placed at a premium.

The Company  competes in the precision ball bearing slide market  primarily
on the basis of product  quality  and price with two large  manufacturers  and a
number of smaller  domestic and foreign  manufacturers.  The Company's  security
products  compete  with a variety  of  relatively  small  domestic  and  foreign
competitors.  The Company  competes in the ergonomic  computer  support  systems
market  primarily on the basis of product  quality,  features and price with one
major  producer  and a number of  smaller  domestic  unique  manufacturers,  and
primarily on the basis of price with a number of foreign manufacturers. Although
the  Company  believes  that it has been  able to  compete  successfully  in its
markets to date, price competition from foreign-sourced  product has intensified
in the current  economic  market and there can be no assurance  that the Company
will be able to continue to successfully  compete in all existing markets in the
future.

Patents and Trademarks

The Company holds a number of patents  relating to its component  products,
certain  of which are  believed  to be  important  to CompX  and its  continuing
business activity.  The Company's patents generally have a term of 20 years from
the  date of  filing,  and have  remaining  terms  ranging  from4 to 19 years at
December 31, 2004.  CompX's major  trademarks and brand names,  including CompX,
CompX Security Products, CompX Waterloo, CompX ErgonomX,  National Cabinet Lock,
KeSet,  Fort Lock,  Timberline Lock,  Chicago Lock, ACE II, TuBar,  STOCK LOCKS,
ShipFast,  Waterloo Furniture Components Limited and Dynaslide, are protected by
registration  in the United  States and  elsewhere  with respect to the products
CompX  manufactures  and sells.  The Company  believes such  trademarks are well
recognized in the component products industry.

International Operations

The Company  has  substantial  operations  and assets  located  outside the
United States,  principally slide and ergonomic product operations in Canada and
slide product  operations in Taiwan. The majority of the Company's 2004 non-U.S.
sales are to customers  located in Canada.  Foreign  operations  are subject to,
among other things,  currency exchange rate fluctuations.  The Company's results
of operations have in the past been both favorably and  unfavorably  affected by
fluctuations in currency exchange rates. Political and economic uncertainties in
certain of the countries in which the Company operates may expose the Company to
risk of loss.  The  Company  does  not  believe  that  there  is  currently  any
likelihood of material loss through political or economic instability,  seizure,
nationalization or similar event. The Company cannot predict,  however,  whether
events  of  this  type  in the  future  could  have  a  material  effect  on its
operations.  See Item 7 -  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations,"  Item 7A -  "Quantitative  and Qualitative
Disclosures  About  Market  Risk"  and  Note  1 to  the  Consolidated  Financial
Statements.

Environmental Matters

The Company's  operations are subject to federal,  state, local and foreign
laws  and  regulations  relating  to the  use,  storage,  handling,  generation,
transportation,  treatment, emission, discharge, disposal and remediation of and
exposure  to  hazardous  and  non-hazardous  substances,  materials  and  wastes

6

("Environmental  Laws").  The Company's  operations also are subject to federal,
state,  local and foreign  laws and  regulations  relating to worker  health and
safety. The Company believes that it is in substantial  compliance with all such
laws and  regulations.  The costs of maintaining  compliance  with such laws and
regulations have not significantly impacted the Company to date, and the Company
has no significant planned costs or expenses relating to such matters. There can
be no assurance,  however, that compliance with future laws and regulations will
not require the Company to incur  significant  additional  expenditures  or that
such additional  costs would not have a material adverse effect on the Company's
business, consolidated financial condition, results of operations or liquidity.

Employees

As  of  December  31,  2004,  the  Company  employed   approximately  1,450
employees,  including 800 in the United States, 470 in Canada and 180 in Taiwan.
Approximately  76% of the  Company's  employees in Canada are  represented  by a
labor union  covered by a collective  bargaining  agreement  which  provides for
annual  wage  increases  from 1% to 2.5%  over  the life of the  contract.  Wage
increases for these Canadian employees  historically have also been in line with
overall  inflation  indices.  The  collective  bargaining  agreement  expires in
January 2006. The Company believes that its labor relations are satisfactory.

ITEM 2.   PROPERTIES

The  Company's  principal  executive  offices are located in  approximately
1,000 square feet of leased space at 5430 LBJ Freeway,  Dallas, Texas 75240. The
following table sets forth the location,  size,  business  operating segment and
general product types produced for each of the Company's facilities.

Size
Business                                      (square
Facility Name            Segment              Location                 feet)              Products Produced

Owned Facilities:

Waterloo                      PS/ERG    Kitchener, Ontario               276,000           Slides/ergonomic
Products

Byron Center                    PS      Byron Center, MI                 143,000           Slides

National                        SP      Mauldin, SC                      198,000           Security products

Fort                            SP      River Grove, IL                  100,000           Security products

Timberline                      SP      Lake Bluff, IL                    16,000           Security products

Dynaslide                       PS      Taipei, Taiwan                    48,000           Slides

Leased Facilities:

Thomas Regout                    *       Maastricht,
the Netherlands                 270,000           Slides

Dynaslide                        PS      Taipei, Taiwan                    25,000           Slides

Dynaslide                        PS      Taipei, Taiwan                    11,000           Product distribution/
Warehouse

Distribution Center              SP      Rancho Cucamonga, CA              12,000           Product distribution

PS - Precision Slides business segment 
SP - Security Products business segment
ERG - Ergonomics business segment 
* - Discontinued operation

The  Waterloo,   Byron  Center,   National  and  Fort  facilities  are  ISO-9001
registered.  The Dynaslide-owned  facility is ISO-9002  registered.  The Company
believes that all its facilities are well maintained and  satisfactory for their
intended purposes.

7

The business  operated at the Thomas Regout facility was disposed of,  including
the leased  facility,  on January 24, 2005 and is  classified  as  "discontinued
operations" at December 31, 2004.

ITEM 3.   LEGAL PROCEEDINGS

The  Company is  involved,  from time to time,  in  various  environmental,
contractual,  product  liability,  patent (or  intellectual  property) and other
claims  and  disputes   incidental  to  its  business.   Currently  no  material
environmental  or other  material  litigation is pending or, to the knowledge of
the Company,  threatened. The Company currently believes that the disposition of
all claims and disputes,  individually  or in the  aggregate,  should not have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or liquidity.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security  holders during the quarter
ended December 31, 2004.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  Class A common  stock is listed  and traded on the New York
Stock Exchange (symbol:  CIX). As of January 31, 2005, there were  approximately
18 holders of record of CompX Class A common  stock.  The  following  table sets
forth the high and low closing  sales  prices per share for CompX Class A common
stock for 2003 and 2004 and  dividends  paid per share during such  periods.  On
January 31, 2005,  the closing price per share of CompX Class A common stock was
$16.95.

Dividends
High             Low              paid
----             ---           ----------
Year ended December 31, 2003

First Quarter                                                     $ 8.38          $ 5.93               $.125
Second Quarter                                                      6.39            4.95                  - 
Third Quarter                                                       6.90            5.11                  - 
Fourth Quarter                                                      7.10            5.80                  - 

Year ended December 31, 2004

First Quarter                                                    $ 13.90          $ 6.35                  - 
Second Quarter                                                     16.95           13.00                  - 
Third Quarter                                                      17.60           13.97                  - 
Fourth Quarter                                                     16.82           14.90               $.125

The Company  suspended  its regular  quarterly  dividend  during the second
quarter of 2003 and reinstated its regular quarterly  dividend during the fourth
quarter of 2004.  However,  the declaration and payment of future  dividends and
the amount thereof, if any, is discretionary and is dependent upon the Company's
results  of  operations,   financial   condition,   cash  requirements  for  its
businesses,  contractual  requirements and restrictions and other factors deemed
relevant by the Board of Directors.  The amount and timing of past  dividends is
not necessarily indicative of the amount or timing of any future dividends which
might be paid.

8

ITEM 6.   SELECTED FINANCIAL DATA

The following  selected  financial data should be read in conjunction  with
the  Company's  Consolidated  Financial  Statements  and Item 7 -  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The Company's operations are comprised of a 52 or 53-week fiscal year. Each
of the years 2000 through 2003  consisted of a 52-week year.  2004 was a 53-week
year. 2005 will be a 52-week year.

Years ended December 31,
--------------------------------
2000         2001         2002          2003          2004
----         ----         ----          ----          ----
($ in millions, except per share data)
Income Statement Data

Net sales                                           $217.6       $179.7       $166.7       $174.0        $182.6

Operating income                                    $ 33.5       $ 12.6       $  6.1       $  9.5        $ 15.7

Provision for income taxes                          $ 12.5       $  6.4       $  3.0       $  3.4        $  7.8

Income from continuing operations                   $ 21.0       $  8.8       $  0.9       $  5.8        $  9.5
Discontinued operations                                1.1         (1.7)        (0.3)        (4.5)        (12.5)
-------      ------       ------       ------        ------

Net income (loss)                                 $ 22.1       $  7.1       $   .6       $  1.3        $ (3.0)
======       ======       ======       ======        ======

Basic and
diluted earnings (loss) per share
Continuing operations                       $ 1.30       $  .58       $  .06       $  .38        $  .63
Discontinued operations                        .07         (.11)        (.02)        (.30)         (.83)
------       ------       ------       ------        ------

$ 1.37       $  .47       $  .04       $  .08        $ (.20)
======       ======       ======       ======        ======

Cash dividends per share                            $  .50       $  .50       $  .50       $ .125        $ .125
Weighted average common shares
Outstanding                                          16.1         15.1         15.1         15.1          15.2

Balance Sheet Data
(at year end):

Cash and other current assets                     $ 83.0       $ 94.9       $ 71.3       $ 80.2        $ 77.7
Total assets                                       223.7        222.9        200.1        210.7         185.7
Current liabilities                                 28.9         24.5         22.2         24.5          25.4
Long-term debt, including
current maturities                                 40.6         49.1         31.0         26.0           0.1
Stockholders' equity                               151.0        143.0        142.0        154.4         155.3

9

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Executive Summary

The Company reported income from continuing  operations of $9.5 million, or
$.63 per diluted share, in 2004 compared to income of $5.8 million,  or $.38 per
diluted share, in 2003 and $1.0 million,  or $.06 per diluted share, in 2002. As
more fully  described  below,  the  Company's  diluted  earnings  per share from
continuing  operations  increased  from  2003 to 2004 due  primarily  to the net
effects of (i) higher sales in 2004, (ii) improved  margins in 2004 through cost
reduction  efforts,  (iii)  lower  interest  expense  in 2004  and (iv) a higher
effective income tax rate in 2004. The Company's diluted earnings per share from
continuing  operations  increased  from  2002 to 2003 due  primarily  to the net
effects of (i) higher sales in 2003, (ii) improved  margins in 2003 through cost
reduction  efforts,  (iii)  lower  interest  expense  in 2003  and (iv) a higher
effective income tax rate in 2002.

Fluctuations  in  foreign  currency  exchange  rates did not  significantly
affect  the  Company's  results in 2004 as  compared  to 2003.  Fluctuations  in
currency exchange rates in 2003 as compared to 2002 positively impacted sales by
$3.3  million but  negatively  impacted  cost of goods sold by $5.6  million and
operating  profit by $3.0  million.  The impact on net sales is primarily due to
the  weakening  U.S.  dollar in relation to the Canadian  dollar.  The impact on
operating income is primarily from the Company's Canadian operations,  where the
majority of net sales are  denominated  in U.S.  dollars  while the  majority of
expenses are denominated in Canadian dollars.

Cash  provided by operating  activities  improved to $30.2  million in 2004
from $24.4 million in 2003. Improvement in income from continuing operations was
a significant contributor to the improvement in cash flow.

Critical Accounting Policies and Estimates

The  accompanying   "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations"  are based upon the Company's  consolidated
financial  statements,  which have been prepared in accordance  with  accounting
principles  generally  accepted in the United  States of America  ("GAAP").  The
preparation of these financial statements requires the Company to make estimates
and judgments  that affect the reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements, and the reported amount of revenues and expenses during the reported
period.  On an on-going basis,  the Company  evaluates its estimates,  including
those related to bad debts,  inventory  reserves,  the  recoverability  of other
long-lived  assets  (including  goodwill  and other  intangible  assets) and the
realization  of deferred  income tax assets.  The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the reported amounts of assets, liabilities, revenues and
expenses.  Actual  results may differ from  previously-estimated  amounts  under
different assumptions or conditions.

The Company believes the critical financial statement judgment risks of its
business are attributable to four primary areas:

o    Will  customer  accounts  receivable on the books be collected at full
book value?
o    Will inventory on hand be sold with a sufficient  mark up to cover the
cost to produce and ship the product?  
o    Will future cash flows of the Company be sufficient to recover the net
book value of long-lived assets?
o    Will future taxable income be sufficient to utilize recorded  deferred
income tax assets?
10

The Company believes the following critical  accounting policies affect its
more  significant  judgments  and  estimates,   as  noted  above,  used  in  the
preparation of its consolidated  financial  statements and are applicable to all
of the Company's operating segments:

o    Allowance for uncollectible accounts receivable. The Company maintains
allowances for doubtful  accounts for estimated  losses resulting from
the inability of its customers to make required payments.  The Company
takes  into  consideration  the  current  financial  condition  of the
customers,  the age of outstanding  balances and the current  economic
environment  when  assessing  the adequacy of the  allowances.  If the
financial  condition of the Company's  customers were to  deteriorate,
resulting  in  an  impairment  of  their  ability  to  make  payments,
increased allowances may be required.
o    Inventory  reserves.  The  Company  provides  reserves  for  estimated
obsolescence  or  unmarketable  inventories  equal  to the  difference
between the cost of inventory and the estimated net  realizable  value
using  assumptions  about  future  demand for its  products and market
conditions.  The Company  also  considers  the age and the quantity of
inventory  on  hand  in  estimating  the  reserve.  If  actual  market
conditions  are less  favorable  than those  projected by  management,
increased inventory reserves may be required.
o    Net  book  value of  long-lived  assets.  The  Company  recognizes  an
impairment  charge  associated with its long-lived  assets,  including
property and equipment, goodwill and other intangible assets, whenever
it determines  that recovery of the long-lived  asset is not probable.
The   determination   is  made  in  accordance  with  applicable  GAAP
requirements  associated with the long-lived asset, and is based upon,
among other  things,  estimates of the amount of future net cash flows
to be generated by the  long-lived  asset and estimates of the current
fair value of the asset.  Adverse  changes in  estimates of future net
cash flows or  estimates of fair value could result in an inability to
recover the carrying value of the long-lived  asset,  thereby possibly
requiring an impairment charge to be recognized in the future.

Under   applicable  GAAP  (SFAS  no.  142,   Goodwill  and  other
Intangible Assets), goodwill is required to be reviewed for impairment
at least on an  annual  basis.  Goodwill  will  also be  reviewed  for
impairment at other times during each year when impairment indicators,
as  defined,  are  present.  Based  on  the  Company's  latest  annual
impairment  review of goodwill of the reporting units during the third
quarter of 2004, no goodwill  impairments were deemed to exist.  Based
on this review,  the  estimated  fair value of the  Security  Products
reporting  units  exceeded  the net  carrying  value  by  124%,  CompX
Waterloo by 395%,  and Thomas  Regout by 61%. See Notes 1 and 4 to the
Consolidated Financial Statements.  The estimated fair values of these
three  reporting  units are determined  based on discounted  cash flow
projections.  Significant judgment is required in estimating such cash
flows. Such estimated cash flows are inherently  uncertain,  and there
can be no assurance that such  operations will achieve the future cash
flows  reflected in its  projections.  In December 2004, the Company's
Thomas Regout  operations met the criteria under GAAP to be classified
as "held for sale" and thus was  required  to be measured at the lower
of its carrying  amount or estimated  fair value less cost to sell. At
such time,  the Company  recognized a $14.4 million  impairment of the
goodwill related to such operations, as the carrying amount of the net
assets  exceed  the  estimated  fair  value  less  cost to sell of the
operations. See Note 10 to the Consolidated Financial Statements.

Under   applicable  GAAP  (SFAS  No.  144,   Accounting  for  the
Impairment or Disposal of Long-Lived  Assets),  property and equipment

11

is not assessed for impairment unless certain  impairment  indicators,
as defined,  are present.  During 2004, no impairment  indicators were
present with respect to the Company's property and equipment.
o    Deferred income tax assets. The Company records a valuation  allowance
to  reduce  its  deferred  income  tax  assets to the  amount  that is
believed to be realizable under the "more-likely-than-not" recognition
criteria. The Company has considered future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the need for
a valuation  allowance.  It is possible that in the future the Company
may  change its  estimate  of the  amount of the  deferred  income tax
assets  that  would  "more-likely-than-not"  be  realized.  This would
result in an  adjustment  to the deferred  income tax asset  valuation
allowance  that would  either  increase or  decrease,  as  applicable,
reported net income in the period the change in estimate is made.

Results of Operations

The  Company's   operating  segments  are  defined  as  components  of  its
operations  about which  separate  financial  information  is available  that is
regularly  evaluated by the chief operating decision maker in determining how to
allocate resources and in assessing performance. The Company currently has three
operating  segments - Security  Products,  Precision Slide and  Ergonomics.  The
Security Products segment,  with manufacturing  facilities in South Carolina and
Illinois,  manufactures  locking mechanisms and other security products for sale
to the office furniture,  banking, vending,  computer and other industries.  The
Precision  Slide  segment,  with  facilities  in Canada,  Michigan  and  Taiwan,
manufactures  and  distributes a complete line of precision  ball bearing slides
for use in office furniture,  computer-related  equipment, tool storage cabinets
and other  applications.  The Ergonomics  segment  manufactures  and distributes
ergonomic  computer  support  systems  for office  furniture  from a facility in
Canada that it shares with the Precision Slide segment.  Previously, the Company
has aggregated  the Precision  Slide and  Ergonomics  operating  segments into a
single reportable  segment,  CompX Waterloo,  because of the integrated facility
used by the two businesses and the similar  economic  characteristics,  customer
types, production processes, and distribution methods. During the fourth quarter
of 2004,  the  Company  began to measure the  ergonomics  business as a separate
operating unit and develop  appropriate  allocations  relating to certain shared
expenses in order to  disaggregate  the 2004 operating  results.  Prior to 2004,
disaggregated  information  is  not  available  due  to  the  impracticality  of
allocating certain historical expenses that are shared between the two segments.
Therefore,  aggregated  segment  amounts  are  reported  for  Precision  Slides/
Ergonomics  in  current  and  previous  periods  as  well  as the  disaggregated
information for 2004.

Net sales and operating income

Years ended December 31, 2004
(In millions)

Net           Operating              Operating
sales            income             income margin
-------          ----------           -------------

Precision Slides                                    $ 78.5             $ 1.4                    2%
Security Products                                     75.9               9.3                   12%
Ergonomics                                            28.2               5.0                   18%
------             -----

Total                                           $182.6             $15.7                    9%
======             =====

12

Years ended December 31,                      % Change
--------------------------              -------------------------
2002         2003        2004        2002 - 2003         2003 - 2004
----         ----        ----        -----------         -----------
(In millions)

Net sales:

Precision Slides/                    $ 93.3       $ 97.8      $106.7            5%                    9%
Ergonomics
Security Products                      73.4         76.2        75.9            4%                   (<1%)
------       ------      ------

Total net sales                    $166.7       $174.0      $182.6            4%                    5%
======       ======      ======

Operating income (loss):
Precision Slides/                    $ (1.6)      $   -       $  6.4           n.m.                 n.m.
Ergonomics
Security Products                       7.7          9.5         9.3           23%                  (2%)
------       ------      ------
Total operating
income                            $  6.1       $  9.5      $ 15.7           55%                   65%
======       ======      ======

Operating income (loss)
margin:
Precision Slides/                      (2%)           0%           6%
Ergonomics
Security Products                      10%           12%          12%
Total operating income
margin                                 4%            5%           9%

n.m. - not meaningful

Year ended December 31, 2004 compared to year ended December 31, 2003

Currency.  CompX has substantial  operations and assets located outside the
United States (in Canada and Taiwan).  A portion of CompX's sales generated from
its  non-U.S.  operations  are  denominated  in  currencies  other than the U.S.
dollar,  principally the Canadian dollar and the New Taiwan dollar. In addition,
a portion of CompX's sales generated from its non-U.S.  operations  (principally
in Canada) are  denominated in the U.S.  dollar.  Most raw materials,  labor and
other production costs for such non-U.S. operations are denominated primarily in
local  currencies.  Consequently,  the translated  U.S. dollar values of CompX's
foreign  sales and  operating  results  are subject to  currency  exchange  rate
fluctuations which may favorably or unfavorably impact reported earnings and may
affect  comparability  of  period-to-period  operating  results.  The effects of
fluctuations  in  currency  exchange  rates  affect  the  Precision  Slides  and
Ergonomics segments, and do not materially affect the Security Products segment.
During  2004,  currency  exchange  rate  fluctuations  positively  impacted  the
Company's  sales  comparisons  with 2003, and negatively  impacted the Company's
operating income comparisons for the same periods.

Net sales were positively  impacted while  operating  income was negatively
impacted  by  currency  exchange  rates in the  following  amounts by segment as
compared to the currency exchange rates in effect during 2003:

Precision        Security
Slides         Products        Ergonomics         Total
----------        ---------       ----------         ------

Impact on net sales                                       $ 1,992            $  -             $479          $ 2,471
Impact on operating income                                   (230)              -             (624)            (854)

Net Sales.  Net sales  increased  $8.6 million,  or 5%, in 2004 compared to
2003  principally  due to increases in product  prices for precision  slides and
ergonomic products,  which were primarily a pass through of steel cost increases
to customers.  Additionally,  currency  exchange rates favorably  impacted sales
within the precision slides and ergonomic product segments.

14

Net sales of slide  products  in 2004  increased  13% as  compared to 2003,
while 2004 net sales of security  products  decreased less than 1% and net sales
of  ergonomic  products  increased  1% as  compared  to  the  same  period.  The
percentage  changes in slide and ergonomic products include the impact resulting
from changes in foreign currency exchange rates.  Sales of security products are
generally denominated in U.S. dollars.

Costs of Goods  Sold.  The  Company's  cost of goods  sold was flat in 2004
compared to 2003,  although  net sales  increased  during the same  period.  The
resulting  improvement  in gross  margin was due to the full year impact of cost
improvement  initiatives  completed during 2003 partially offset by the negative
impact of the aforementioned changes in currency exchange rates and increases in
the cost of steel, the primary raw material for the Company's products.

Selling,   General  and  Administrative  Expense.   Selling,   general  and
administrative   expenses  consists  primarily  of  salaries,   commissions  and
advertising  expenses  directly related to product sales. As a percentage of net
sales, selling,  general and administrative  expense increased slightly from 12%
of net sales in 2003 to 13% in 2004. A  significant  portion of the increase was
due to costs relating to compliance with Section 404 of the  Sarbanes-Oxley  Act
of 2002.

Operating Income.  Operating income for 2004 increased $6.2 million, or 65%
compared to 2003 and  operating  margins  increased to 9% in 2004 compared to 5%
for 2003.  Continued  reductions  in  manufacturing,  fixed  overhead  and other
overhead costs were  partially  offset by the effects of the changes in currency
exchange rates and increases in certain raw material costs (primarily steel).

Year ended December 31, 2003 compared to year ended December 31, 2002

Currency.  During 2003, currency exchange rate fluctuations of the Canadian
dollar   positively   impacted  the  Company's  sales   comparisons   with  2002
(principally  with  respect to slide  products),  and  negatively  impacted  the
Company's operating income comparisons.

Net sales were positively  impacted while  operating  income was negatively
impacted  by currency  exchange  rates in the  following  amounts as compared to
2002:

Precision
Slides/             Security
Ergonomics           Products          Total
----------           --------        -------

Impact on net sales                                       $ 3,275             $  -          $ 3,275
Impact on operating income                                 (3,057)               -           (3,057)

Net Sales.  Net sales  increased  $7.3 million,  or 4%, in 2003 compared to
2002 principally due to the  strengthening of the Canadian dollar in relation to
the U.S. dollar, combined with a strong fourth quarter for Security Products. In
addition to the favorable impact of changes in foreign currency  exchange rates,
net sales  increased in 2003 as compared to 2002 due to higher sales  volumes of
security  products,  and precision  slide  products in North  America  partially
offset by lower sales volumes of ergonomic products.

Net sales of slide  products  in 2003  increased  10% as  compared to 2002,
while net sales of security  products  increased  4% and net sales of  ergonomic
products  decreased 6% during the same period.  The percentage  changes in slide
and  ergonomic  products  include the impact  resulting  from changes in foreign
currency exchange rates. Sales of security products are generally denominated in
U.S. dollars.

Costs of Goods Sold.  The Company's cost of goods sold increased 4% in 2003
compared to 2002,  which was a lower rate of increase  than the  increase in net

14

sales during the same  period.  Cost of goods sold as a percent of net sales was
lower than 2002 as cost  improvement  initiatives,  such as  improving  facility
efficiency,  were partially offset by expenses to consolidate the two Kitchener,
Ontario plants into a single  facility  during 2003, the negative  impact of the
aforementioned  changes in currency  exchange rates and increases in the cost of
steel, the primary raw material for the Company's products.

Selling,   General  and  Administrative  Expense.   Selling,   general  and
administrative   expenses  consist   primarily  of  salaries,   commissions  and
advertising  expenses  directly related to product sales. As a percentage of net
sales, selling, general and administrative expense declined slightly from 14% of
net sales in 2002 to 12% in 2003.

2002 Charges.  The Company  recorded a pre-tax charge in the fourth quarter
of 2002 of $1.6  million,  the  majority of which was  non-cash  in nature.  The
fourth  quarter 2002 charge  relates to a retooling of the  Company's  precision
slide  manufacturing  facility in Byron  Center,  Michigan  and  includes a $1.0
million  loss on disposal of  equipment,  reflected in other  general  corporate
income (expense), net in the consolidated statements of income. The remainder of
the charge is  reflected in cost of goods sold.  An  additional  fourth  quarter
pre-tax charge of approximately  $1.9 million was recorded to cost of goods sold
to adjust for  various  changes  in  estimates  with  respect  to  obsolete  and
slow-moving  inventory,  inventory  overhead  absorption  rates and other items.
Approximately  $1.3  million  of this  charge  related  to the  CompX  Precision
Slides/Ergonomics  segment with the remaining $.6 million  relating to the CompX
Security Products segment.

Operating Income.  Operating income for 2003 increased $3.4 million, or 55%
compared to 2002 and operating margins improved to 5% in 2003 compared to 4% for
2002. Continued  reductions in manufacturing,  fixed overhead and other overhead
costs  combined  with the impact of the fourth  quarter  2002  charge  partially
offset the effects of the changes in currency exchange rates, changes in product
mix, and increases in certain raw material costs (primarily steel).

General

The Company's profitability primarily depends on its ability to utilize its
production capacity  effectively,  which is affected by, among other things, the
demand for its  products  and its  ability to control its  manufacturing  costs,
primarily  comprised  of labor  costs and raw  materials  such as zinc,  copper,
coiled steel and plastic resins. Raw material costs represent  approximately 46%
of the  Company's  total cost of sales.  During 2002,  2003 and 2004,  worldwide
steel prices increased  significantly.  The Company occasionally enters into raw
material  supply  arrangements  to  mitigate  the  short-term  impact  of future
increases  in raw material  costs.  While these  arrangements  do not commit the
Company to a minimum volume of purchases, they generally provide for stated unit
prices based upon achievement of specified  volume purchase levels.  This allows
the Company to  stabilize  raw  material  purchase  prices to a certain  extent,
provided the specified minimum monthly purchase  quantities are met. The Company
enters into such  arrangements  for zinc,  coiled  steel and plastic  resins and
anticipates  further  significant  changes  in  the  cost  of  these  materials,
primarily coiled steel,  from their current levels for the next year.  Materials
purchased on the spot market are sometimes  subject to unanticipated  and sudden
price  increases.  Due to the  competitive  nature of the markets  served by the
Company's  products,  it is often  difficult  to recover  such  increases in raw
material costs through increased product selling prices.  Consequently,  overall
operating margins may be affected by such raw material cost pressures.

Other general corporate income (expense), net

As summarized in Note 11 to the Consolidated  Financial Statements,  "other
general  corporate income  (expense),  net" primarily  includes interest income,
losses  on  disposal  of  property  and  equipment  and  net  foreign   currency

15

transaction  gain and loss. In 2002,  loss on disposal of property and equipment
included  approximately  $1.0 million  related to the retooling of the Company's
precision slide manufacturing facility in Byron Center,  Michigan. The remainder
of the pre-tax  charge,  $.6  million,  is  reflected  in cost of goods sold and
related to the cost of moving and installing  machinery and equipment as well as
the disposal of obsolete inventory.

Interest expense

Interest expense declined $.8 million in 2004 compared to 2003 and declined
$.6 million in 2003 compared to 2002 due  primarily to lower  average  levels of
borrowing on CompX's revolving bank credit facility,  partially offset by higher
interest  rates.  Interest  expense in 2005 is expected to be lower  compared to
2004 due to the reduction in the outstanding indebtedness.

Provision for income taxes

The principal  reasons for the difference  between CompX's effective income
tax rates and the U.S. federal  statutory income tax rates are explained in Note
8  to  the  Consolidated   Financial  Statements.   Income  tax  rates  vary  by
jurisdiction  (country and/or state), and relative changes in the geographic mix
of CompX's pre-tax  earnings can result in fluctuations in the effective  income
tax  rate.  Net loss in 2004  was  negatively  impacted  by an  increase  in the
effective  income tax rate  primarily as a result of an increased  proportion of
foreign-sourced dividend income taxed at a higher effective tax rate.

The Company expects to generate a $4.2 million tax benefit  associated with
the U.S.  capital loss expected to be realized in the first quarter of 2005 upon
the completion of the sale of the Thomas Regout operations. However, the Company
has  determined  that  realization  of such benefits does not currently meet the
more-likely-than not recognition criteria and therefore,  the deferred tax asset
has been fully  offset by a deferred  income tax asset  valuation  allowance  at
December 31, 2004. The deferred income tax benefit and the offsetting  valuation
allowance are both reflected as a component of discontinued operations. See Note
8 to the Consolidated Financial Statements.

Discontinued operations

See Note 10 to the Consolidated Financial Statements.

Related party transactions

CompX is a party to certain  transactions with related parties. See Note 12
to the Consolidated Financial Statements.

Accounting principles not yet adopted

See Note 14 to the Consolidated Financial Statements.

Outlook

While demand has stabilized across most product segments, certain customers
are seeking lower cost Asian sources as alternatives to the Company's  products.
CompX believes the impact of this will be mitigated through ongoing  initiatives
to  expand  both  new  products  and new  market  opportunities.  Asian  sourced
competitive  pricing  pressures  are  expected to continue to be a challenge  as
Asian manufacturers, particularly those located in China, gain market share. The
Company's  strategy  in  responding  to the  competitive  pricing  pressure  has
included reducing production cost through product reengineering,  improvement in

16

manufacturing processes or moving production to lower-cost facilities, including
our own Asian based  manufacturing  facilities.  The Company also has emphasized
and focused on opportunities where it can provide  value-added  customer support
services that Asian based  manufacturers  are generally  unable to provide.  The
combination  of  the  Company's  cost  control  initiatives  together  with  its
value-added  approach to  development  and marketing of products are believed to
help mitigate the impact of competitive pricing pressures.

Additionally,  the Company's cost for steel continues to rise  dramatically
due to the continued high demand and shortages worldwide.  While the Company has
thus far been able to pass a majority of its higher raw material costs on to its
customers through price increases and surcharges, there is no assurance that the
Company would be able to continue to pass along any  additional  higher costs to
its customers.  The price increases and surcharges may accelerate the efforts of
some of the  Company's  customers to find less  expensive  products from foreign
manufacturers.   The  Company  will  continue  to  focus  on  cost   improvement
initiatives,  utilizing lean manufacturing  techniques and prudent balance sheet
management in order to minimize the impact of lower sales,  particularly  to the
office furniture  industry,  and to develop value-added  customer  relationships
with an  additional  focus  on sales of the  Company's  higher-margin  ergonomic
computer support systems to improve operating results. These actions, along with
other  activities  to eliminate  excess  capacity,  are designed to position the
Company  to  expand  more  effectively  on  both  new  product  and  new  market
opportunities to improve Company profitability.

Liquidity and Capital Resources

Summary.

The Company's  primary  source of liquidity on an ongoing basis is its cash
flow from  operating  activities,  which is  generally  used to (i) fund capital
expenditures, (ii) repay short-term or long-term indebtedness incurred primarily
for working  capital or capital  expenditure  purposes and (iii) provide for the
payment of dividends (if declared).  From  time-to-time,  the Company will incur
indebtedness, primarily for short-term working capital needs, or to fund capital
expenditures  or business  combinations.  In addition,  from  time-to-time,  the
Company  may also sell assets  outside  the  ordinary  course of  business,  the
proceeds  of  which  are  generally  used  to  repay   indebtedness   (including
indebtedness  which may have been  collateralized by the assets sold) or to fund
capital expenditures or business combinations.

At December  31,  2004,  the Company had no amounts  outstanding  under its
credit agreement, which expires in January 2006.

Cash  provided by operating  activities  improved to $30.2  million in 2004
from $24.4  million in 2003.  The  improvement  in cash  provided  by  operating
activities is primarily attributable to the improvement in operating results.

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes  in assets  and  liabilities,  for  2002,  2003 and 2004 have
generally been similar to the trend in the Company's earnings.  Depreciation and
amortization  expense  decreased in 2004  compared to 2003 due to lower  capital
expenditures during 2003 and 2004 as the Company reduced is production capacity,
but  increased  in 2003  compared  to 2002 due to an  increase  in the amount of
assets put into  service  during 2001 and 2002  relating  to  specific  customer
volumes  combined  with the impact of changes in currency  exchange  rates.  See
Notes 1 and 4.

Changes  in assets  and  liabilities  result  primarily  from the timing of
production,  sales  and  purchases.  Such  changes  in  assets  and  liabilities
generally tend to even out over time. However,  year-to-year relative changes in
assets and liabilities can significantly  affect the comparability of cash flows

17

from  operating  activities.  In 2002,  the declines in accounts  receivable and
accounts  payable are the result of the lower sales  volumes,  but the inventory
decrease is relatively more  significant as the Company began to realize some of
the benefit of its lean  manufacturing  initiatives.  For 2003,  the increase in
sales  volumes  resulted in higher  accounts  receivable  and  accounts  payable
balances while the Company  continued to actively reduce  inventory  levels.  In
2004,  the lower  accounts  receivable  was the  result of  higher  than  normal
payments  received  during  December  due to  focused  collection  efforts,  the
decrease in accrued  liabilities was the result of payments relating to the 2003
Thomas Regout restructuring accrual and the positive cash flow from income taxes
relating  to the timing of  refunds  received  during  2004 and an  increase  in
accrued income taxes resulting from the improvement in taxable income.

Investing  activities.  Net cash used by investing activities totaled $12.7
million,  $8.2 million,  and $3.2 million for the years ended December 31, 2002,
2003 and  2004,  respectively.  Capital  expenditures  in the past  three  years
emphasized  manufacturing equipment which utilize new technologies and increases
automation of the  manufacturing  process to provide for increased  productivity
and efficiency.  Capital  expenditures in 2002 through 2004 relate  primarily to
general equipment  upgrades,  modernization,  and capacity increases relating to
specific customer volumes. In June 2004, the Company received approximately $2.1
million from the sale of its surplus Trillium facility in Ontario, Canada, which
approximated the net carrying value of the facility.

Capital expenditures for 2005 are estimated at approximately $15.3 million,
the majority of which relates to projects  that  emphasize  improved  production
efficiency  including  replacement  of  equipment  that is being  retired.  Firm
purchase  commitments  for  capital  projects  in process at  December  31, 2004
approximated $3.3 million.

Financing  activities.  Net cash used by financing activities totaled $25.5
million,  $7.3 million, and $27.1 million in 2002, 2003 and 2004,  respectively.
Total cash  dividends paid in 2002 was $7.6 million ($.50 per share) and in each
of 2003 and 2004 were $1.9 million ($.125 per share).  The Company suspended its
regular  quarterly  dividend in the second  quarter of 2003 and  reinstated  the
regular  quarterly  dividend in the fourth quarter of 2004. The Company repaid a
net $18.0  million,  $5.0 million and $26.0  million  under its  revolving  bank
credit facility during 2002, 2003 and 2004, respectively.

The  Company's  $47.5 million  secured  revolving  bank credit  facility is
collateralized by substantially all of the Company's United States assets and at
least 65% of the  ownership  interests in the  Company's  first-tier  non-United
States subsidiaries. Provisions contained in the Revolving Bank Credit Agreement
could  result  in the  acceleration  of the  indebtedness  prior  to its  stated
maturity  for reasons  other than  defaults  from failing to comply with typical
financial  covenants.  For example,  the Company's  Credit  Agreement allows the
lender to accelerate the maturity of the  indebtedness  upon a change of control
(as defined) of the borrower.  The terms of the Credit Agreement could result in
the  acceleration  of all or a portion of the  indebtedness  following a sale of
assets outside of the ordinary course of business, which provision was waived in
conjunction with the Company's sale of its Thomas Regout operations.  See Note 6
to the Consolidated  Financial  Statements.  Other than certain operating leases
discussed in Note 13 to the Consolidated Financial Statements, neither CompX nor
any of its  subsidiaries  or  affiliates  are parties to any  off-balance  sheet
financing arrangements.

Other

On January 24, 2005,  CompX  completed  the  disposition  of all of the net
assets of its Thomas Regout  precision slide and window  furnishing  operations,
conducted  at its  facility  in the  Netherlands,  to members  of Thomas  Regout
management  for net  proceeds  of  approximately  $22.6  million.  The  proceeds
consisted of cash (net of costs to sell) of  approximately  $18.4  million and a

18

subordinated note for approximately $4.2 million. The subordinated note requires
annual  payments  over a period of four years.  Historically,  the Thomas Regout
European  operations have not contributed  significantly  to net cash flows from
operations. See Note 10 to the Consolidated Financial Statements.

Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Credit  Agreement,  together with cash on hand,  will be
sufficient to meet the Company's  liquidity needs for working  capital,  capital
expenditures and debt service. To the extent that the Company's actual operating
results or other developments  differ from the Company's  expectations,  CompX's
liquidity could be adversely affected.

The Company periodically evaluates its liquidity requirements,  alternative
uses of capital,  capital needs and available  resources in view of, among other
things,  its capital  expenditure  requirements,  dividend  policy and estimated
future operating cash flows. As a result of this process, the Company has in the
past  and may in the  future  seek to raise  additional  capital,  refinance  or
restructure indebtedness, issue additional securities,  repurchase shares of its
common stock,  modify its dividend policy or take a combination of such steps to
manage its  liquidity and capital  resources.  In the normal course of business,
the Company may review  opportunities for acquisitions,  joint ventures or other
business  combinations in the component products  industry.  In the event of any
such  transaction,  the Company  may  consider  using  available  cash,  issuing
additional  equity  securities or increasing the  indebtedness of the Company or
its subsidiaries.

Contractual  obligations.  As more  fully  described  in the  notes  to the
Consolidated  Financial  Statements,  the  Company is  obligated  to make future
payments  under  certain  debt  and  lease  agreements,  and is a party to other
commitments. The following table summarizes these obligations as of December 31,
2004.

Payments due by period
---------------------------
Less than       1 - 3         4 - 5
Total        1 year        years         years
(In thousands)

Long-term debt                                                $  -          $  -           $ -           $ -
Capital lease obligations and other                              -             -             -             -
Operating leases                                                1,214           613         601            -
Purchase obligations                                           12,572        12,572          -             -
Income taxes                                                    2,687         2,687          -             -
Fixed asset acquisitions                                        3,301         3,301          -             -
-------       -------        ----          ---

Total contractual cash obligations                            $19,774       $19,173        $601          $ -
=======       =======        ====          ===

The  purchase   obligations   consist  of  all  open  purchase  orders  and
contractual obligations,  primarily commitments to purchase raw materials. Fixed
asset acquisitions include firm purchase commitments for capital projects.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General.  The  Company is exposed  to market  risk from  changes in foreign
currency  exchange  rates and  interest  rates.  The Company  periodically  uses
currency  forward  contracts to manage a portion of foreign  exchange  rate risk
associated  with  receivables,  or similar  exchange rate risk  associated  with
future  sales,  denominated  in a currency  other than the  holder's  functional
currency. Otherwise, the Company does not generally enter into forward or option
contracts to manage such market risks,  nor does the Company enter into any such
contract  or other type of  derivative  instrument  for  trading or  speculative
purposes.  Other than the contracts discussed below, the Company was not a party

19

to any forward or derivative  option contract  related to foreign exchange rates
or interest rates at December 31, 2003 and 2004. See Note 1 to the  Consolidated
Financial Statements.

Interest  rates.  The  Company is exposed  to market  risk from  changes in
interest rates, primarily related to indebtedness.

At December  31,  2004,  the Company had no amounts  outstanding  under its
secured Revolving Bank Credit Agreement. At December 31, 2003, substantially all
of the Company's  outstanding  indebtedness was variable rate  borrowings.  Such
borrowings at December 31, 2003 related principally to $26 million in borrowings
under the Company's  secured  Revolving Bank Credit  Agreement.  The outstanding
balances  at  December   31,   2003  (which   approximate   fair  value)  had  a
weighted-average  interest rate of 3.2%. The credit facility  expires in January
2006 and any  amounts  outstanding  would  be due at that  time.  The  remaining
indebtedness outstanding at December 31, 2003 and 2004 is not material.

Foreign  currency  exchange  rates.  The  Company is exposed to market risk
arising  from  changes  in  foreign  currency  exchange  rates  as a  result  of
manufacturing  and selling its products  outside the United States  (principally
Canada and  Taiwan).  A portion of CompX's  sales  generated  from its  non-U.S.
operations are denominated in currencies other than the U.S. dollar, principally
the Canadian dollar and the New Taiwan dollar. In addition, a portion of CompX's
sales  generated  from its  non-U.S.  operations  (principally  in  Canada)  are
denominated in the U.S. dollar.  Most raw materials,  labor and other production
costs  for  such  non-U.S.   operations  are  denominated   primarily  in  local
currencies.  Consequently,  the translated  U.S. dollar value of CompX's foreign
sales and operating  results are subject to currency  exchange rate fluctuations
which may  favorably  or  unfavorably  impact  reported  earnings and may affect
comparability of period-to-period operating results.

As already  mentioned  certain of CompX's  sales  generated by its Canadian
operations are denominated in U.S.  dollars.  To manage a portion of the foreign
exchange rate market risk associated with receivables,  or similar exchange rate
risk  associated  with future sales, at December 31, 2004 CompX held a series of
short-term forward exchange contracts maturing through March 2005 to exchange an
aggregate  of $7.2  million  for an  equivalent  value of  Canadian  dollars  at
exchange rates of Cdn. $1.19 to Cdn. 1.23 per U.S. dollar. At December 31, 2004,
the actual exchange rate was Cdn. $1.21 per U.S.  dollar.  At each balance sheet
date,  outstanding  currency  forward  contracts are  marked-to-market  with any
resulting  gain or loss  recognized in income  currently  unless the contract is
designated  as a hedge upon which the  mark-to-market  adjustment is recorded in
other comprehensive income. At December 31, 2003 CompX had entered into a series
of short-term  forward  exchange  contracts  maturing  through  February 2004 to
exchange  an  aggregate  of $4.2  million  for an  equivalent  value of Canadian
dollars  at  exchange  rates of Cdn.  $1.30 to Cdn.  1.33  per U.S.  dollar.  At
December 31, 2003, the actual exchange rate was Cdn. $1.31 per U.S. dollar.  The
estimated  fair value of such contracts is not material at December 31, 2003 and
2004.

Other. The above discussion includes  forward-looking  statements of market
risk which assume  hypothetical  changes in market prices.  Actual future market
conditions  will likely differ  materially from such  assumptions.  Accordingly,
such  forward-looking  statements  should not be considered to be projections by
the Company of future  events or losses.  Such  forward-looking  statements  are
subject  to  certain  risks  and  uncertainties  some of  which  are  listed  in
"Business-General."

20

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information  called for by this Item is contained in a separate section
of this Annual Report.  See "Index of Financial  Statements and Schedule"  (page
F-1).

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure  controls and procedures.  The
term  "disclosure  controls and  procedures,"  as defined by  regulations of the
Securities  and  Exchange  Commission  (the  "SEC"),  means  controls  and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  or persons
performing  similar  functions,  as appropriate to allow timely  decisions to be
made regarding required disclosure.  Each of David A. Bowers, the Company's Vice
Chairman of the Board,  President  and Chief  Executive  Officer,  and Darryl R.
Halbert,  the Company's Vice President,  Chief Financial Officer and Controller,
have evaluated the Company's  disclosure  controls and procedures as of December
31, 2004. Based upon their evaluation,  these executive  officers have concluded
that the Company's  disclosure  controls and  procedures are effective as of the
date of such evaluation.

The Company also  maintains a system of internal  controls  over  financial
reporting.  The term "internal control over financial  reporting," as defined by
regulations  of the SEC, means a process  designed by, or under the  supervision
of, the  Company's  principal  executive and principal  financial  officers,  or
persons  performing  similar  functions,  and effected by the Company's board of
directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial  statements  for  external  purposes  in  accordance  with  accounting
principles  generally  accepted in the United  States of America  ("GAAP"),  and
includes those policies and procedures that:

o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
accurately and fairly reflect the transactions and dispositions of the
assets of the Company.
o    Provide  reasonable   assurance  that  transactions  are  recorded  as
necessary to permit preparation of financial  statements in accordance
with GAAP, and that receipts and expenditures of the Company are being
made  only  in  accordance  with   authorizations  of  management  and
directors of the Company, and
o    Provide reasonable  assurance regarding prevention or timely detection
of  unauthorized  acquisition,  use or  disposition  of the  Company's
assets that could have a material effect on the Company's consolidated
financial statements.

As  permitted  by  regulations  of the SEC,  the  Company's  system of  internal
controls over  financial  reporting  excludes  internal  controls over financial
reporting related to the Company's  financial  statement  schedules  required by

21

Article  12 of  Regulation  S-X.  See the  index  of  financial  statements  and
schedules  on page F-1 of this  Annual  Report.  There has been no change to the
Company's  system of  internal  controls  over  financial  reporting  during the
quarter ended December 31, 2004 that has materially  affected,  or is reasonably
likely to  materially  affect,  the Company's  system of internal  controls over
financial reporting.

The  Company's  chief  executive  officer is required  to  annually  file a
certification  with  the  New  York  Stock  Exchange  ("NYSE"),  certifying  the
Company's  compliance  with the corporate  governance  listing  standards of the
NYSE.  During 2004,  the  Company's  chief  executive  officer filed such annual
certification with the NYSE,  indicating that he was not aware of any violations
by the Company of the NYSE corporate governance listing standards. The Company's
chief executive  officer and chief financial officer are also required to, among
other things,  quarterly file a certification with the SEC regarding the quality
of  the  Company's  public  disclosures,  as  required  by  Section  302  of the
Sarbanes-Oxley  Act of 2002. The  certifications for the year ended December 31,
2004 have been filed as  exhibits  31.1 and 31.2 to this  Annual  Report on Form
10-K.

Section 404 of the  Sarbanes-Oxley  Act of 2002 will require the Company to
annually  include  a  management  report  on  internal  control  over  financial
reporting  starting with the  Company's  Annual Report on Form 10-K for the year
ended  December  31,  2006.  The  Company's  independent  auditors  will also be
required to annually  attest to the Company's  internal  control over  financial
reporting. In order to achieve compliance with Section 404, the Company has been
documenting,   testing  and  evaluating  its  internal  control  over  financial
reporting  since 2004,  using a combination of internal and external  resources.
The  process of  documenting,  testing and  evaluating  the  Company's  internal
control over financial reporting under the applicable  guidelines is complex and
time  consuming,  and  available  internal and external  resources  necessary to
assist the  Company in the  documentation  and  testing  required to comply with
Section 404 are limited.  While the Company currently  believes it has dedicated
the appropriate resources, that it will be able to fully comply with Section 404
in its Annual Report on Form 10-K for the year ended December 31, 2006 and be in
a position  to conclude  that the  Company's  internal  control  over  financial
reporting  is  effective  as  of  December  31,  2006,  because  the  applicable
requirements are complex and time consuming,  and because  currently  unforeseen
events or circumstances  beyond the Company's control could arise,  there can be
no  assurance  that the Company  will  ultimately  be able to fully  comply with
Section 404 in its Annual  Report on Form 10-K for the year ended  December  31,
2006 or whether it will be able to conclude that the Company's  internal control
over financial reporting is effective as of December 31, 2006.

22

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required by this Item is  incorporated  by  reference  to
CompX's  definitive Proxy Statement to be filed with the Securities and Exchange
Commission  pursuant  to  Regulation  14A  within  120 days after the end of the
fiscal year covered by this report (the "CompX Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this Item is incorporated by reference to the
CompX  Proxy  Statement.   See  also  Note  12  to  the  Consolidated  Financial
Statements.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement.

23

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) and (d) Financial Statements and Schedule

The Registrant

The  consolidated   financial   statements  and  schedules  listed  on  the
accompanying Index of Financial Statements and Schedules (see page F-1) are
filed as part of this Annual Report.

(b) Reports on Form 8-K

Reports  on Form 8-K for the quarter ended December 31, 2004:
October 27, 2004 - Reported items 7.01 and 9.01
November 9, 2004 - Reported items 2.02, 7.01 and 9.01
December 29, 2004 - Reported items 2.05, 2.06, 7.01 and 9.01.

(c) Exhibits

Included as exhibits are the items listed in the Exhibit Index.  CompX will
furnish a copy of any of the  exhibits  listed  below upon payment of $4.00
per  exhibit  to cover  the  costs to CompX  of  furnishing  the  exhibits.
Instruments  defining the rights of holders of long-term  debt issues which
do not exceed 10% of  consolidated  total  assets will be  furnished to the
Commission upon request. CompX will also furnish, without charge, a copy of
its Code of  Business  Conduct  and  Ethics,  as  adopted  by the  Board of
Directors on February 24,  2004,  upon  request.  Such  requests  should be
directed  to the  attention  of  CompX's  Corporate  Secretary  at  CompX's
corporate offices located at 5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas
75240. 

Item No.     Exhibit Item
--------     ------------

3.1        Restated   Certificate   of   Incorporation   of   Registrant   -
incorporated  by  reference  to Exhibit  3.1 of the  Registrant's
Registration Statement on Form S-1 (File No. 333-42643).

3.2        Amended and Restated  Bylaws of Registrant,  adopted by the Board
of  Directors  August 31, 2002 -  incorporated  by  reference  to
Exhibit 3.2 of the  Registrant's  Annual  Report on Form 10-K for
the year ended December 31, 2002.

10.1       Share Purchase  Agreement with Subordinated Loan schedule between
the  Registrant  and Anchor  Holding B.V. dated January 24, 2005.
All related  schedules  and  annexes  will be provided to the SEC
upon request.

10.2       Intercorporate  Services  Agreement  between the  Registrant  and
Contran   Corporation   effective   as  of   January  1,  2004  -
incorporated  by reference  to Exhibit  10.2 of the  Registrant's
Annual Report on Form 10-K for the year ended December 31, 2003.

10.3*      CompX   International  Inc.  1997  Long-Term   Incentive  Plan  -
incorporated  by reference  to Exhibit  10.2 of the  Registrant's
Registration Statement on Form S-1 (File No. 333-42643).

10.4*      CompX International Inc. Variable  Compensation Plan effective as
of January 1, 1999 - incorporated by reference to Exhibit 10.4 of
the  Registrant's  Annual  Report on Form 10-K for the year ended
December 31, 1998.

10.5       Agreement   between   Haworth,   Inc.  and   Waterloo   Furniture
Components,   Ltd.  and  Waterloo  Furniture   Components,   Inc.
effective  October 1, 1992 - incorporated by reference to Exhibit
10.3 of the Registrant's Registration Statement on Form S-1 (File
No. 333-42643).

24

Item No.     Exhibit Item
--------     ------------

10.6       Tax Sharing Agreement between the Registrant, NL Industries, Inc.
and Contran Corporation dated as of October 5, 2004.

10.7       $47,500,000  Credit  Agreement  between the Registrant,  Wachovia
Bank,  National   Association,   as  Agent  and  various  lending
institutions  dated January 22, 2003 - incorporated  by reference
to Exhibit 10.9 of the  Registrant's  Annual  Report on Form 10-K
for the year ended December 31, 2002.

10.8       First Amendment to Credit Agreement between Registrant,  Wachovia
Bank,  and  National  Association,  as Agent and various  lending
institutions  dated October 20, 2003 - incorporated  by reference
to Exhibit 10.1 at the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003.

10.9       Second Amendment to Credit Agreement between Registrant, Wachovia
Bank,  and  National  Association,  as Agent and various  lending
institutions dated January 7, 2005.

10.10      Agreement  Regarding  Shared  Insurance  between the  Registrant,
Contran  Corporation,  Keystone  Consolidated  Industries,  Inc.,
Kronos  Worldwide,  Inc., NL Industries,  Inc.,  Titanium  Metals
Corp.,  and Valhi,  Inc. dated October 30, 2003 - incorporated by
reference to Exhibit 10.12 of the  Registrant's  Annual Report on
Form 10-K for the year ended December 31, 2003.

21.1       Subsidiaries of the Registrant.

23.1       Consent of PricewaterhouseCoopers LLP.

31.1       Certification

31.2       Certification

32.1       Certification

32.2       Certification

* Management contract, compensatory plan or agreement.

25

SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

COMPX INTERNATIONAL INC.

By: /s/ David A. Bowers                    
----------------------------------------
David A. Bowers
Vice Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the  following  persons in the  capacities  and on the
dates indicated.

Signature                                     Title                        Date
---------                                     -----                        ----

/s/ Glenn R. Simmons                           Chairman of the Board                   March 30, 2005
-----------------------------                                                                 
Glenn R. Simmons

/s/ David A. Bowers                            Vice Chairman of the                    March 30, 2005
-----------------------------                  Board, President and                          
David A. Bowers                                Chief Executive Officer
(Principal Executive Officer)

/s/ Darryl R. Halbert                          Vice President,                         March 30, 2005
-----------------------------                  Chief Financial Officer                       
Darryl R. Halbert                              and Controller                 
(Principal Financial and
Accounting Officer)

/s/ Paul M. Bass, Jr.                          Director                                 March 30, 2005
-----------------------------                                                                 
Paul M. Bass, Jr.

/s/ Keith R. Coogan                            Director                                 March 30, 2005
-----------------------------                                                                 
Keith R. Coogan

/s/ Edward J. Hardin                           Director                                 March 30, 2005
-----------------------------                                                                 
Edward J. Hardin

/s/ Ann Manix                                  Director                                 March 30, 2005
--------------------------------------                                                        
Ann Manix

/s/ Steven L. Watson                           Director                                 March 30, 2005
-----------------------------                                                                 
Steven L. Watson

26

Annual Report on Form 10-K

Items 8, 15(a) and 15(d)

Index of Financial Statements and Schedule

Financial Statements                                                     Page

Report of Independent Registered Public Accounting Firm                 F-2

Consolidated Balance Sheets - December 31, 2003 and 2004                F-3

Consolidated Statements of Operations -
Years ended December 31, 2002, 2003 and 2004                           F-5

Consolidated Statements of Comprehensive Income -
Years ended December 31, 2002, 2003 and 2004                           F-6

Consolidated Statements of Cash Flows -
Years ended December 31, 2002, 2003 and 2004                           F-7

Consolidated Statements of Stockholders' Equity -
Years ended December 31, 2002, 2003 and 2004                           F-9

Notes to Consolidated Financial Statements                             F-10

Financial Statement Schedule

Report of Independent Registered Public Accounting Firm                S-1

Schedule II - Valuation and Qualifying Accounts                        S-2

Schedules I, III and IV are omitted because they are not applicable.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of CompX International Inc.:

In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related consolidated statements of operations,  comprehensive income, cash flows
and  stockholders'  equity  present  fairly,  in  all  material  respects,   the
consolidated  financial position of CompX International Inc. and Subsidiaries as
of December 31, 2004 and 2003, and the consolidated  results of their operations
and their cash flows for each of the three  years in the period  ended  December
31, 2004, in conformity with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the Company'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 the  standards of the Public  Company  Accounting
Oversight  Board  (United  States).  Those  standards  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 our opinion.

PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2005

F-2

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2004

(In thousands, except share data)

ASSETS                                                                    2003            2004
----            ----

Current assets:

Cash and cash equivalents                                                             $  19,632       $ 16,803
Accounts receivable, less allowance for
doubtful accounts of $313 and $394                                                      21,435         19,212
Income taxes receivable from affiliates                                                     306            635
Refundable income taxes                                                                   2,376             57
Inventories                                                                              20,970         20,782
Prepaid expenses and other current assets                                                   863            790
Deferred income taxes                                                                     1,920          1,447
Assets held for sale                                                                     12,720         17,957
--------       --------

Total current assets                                                                 80,222         77,683
--------       --------

Other assets:
Goodwill                                                                                 28,729         29,012
Other intangible assets                                                                   1,945          1,703
Assets held for sale                                                                     25,875         10,964
Other                                                                                       422            195
--------       --------

Total other assets                                                                   56,971         41,874
--------       --------

Property and equipment:
Land                                                                                      4,746          4,713
Buildings                                                                                28,605         26,877
Equipment                                                                               100,731        104,041
Construction in progress                                                                    597          2,299
--------       --------
134,679        137,930
Less accumulated depreciation                                                            61,129         71,808
--------       --------

Net property and equipment                                                           73,550         66,122
--------       --------

$210,743       $185,679
========       ========

F-3

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

December 31, 2003 and 2004

(In thousands, except share data)

LIABILITIES AND STOCKHOLDERS' EQUITY                                                 2003           2004
----           ----

Current liabilities:

Accounts payable and accrued liabilities                                               $ 17,435      $ 17,704
Income taxes                                                                                  -         2,687
Liabilities related to assets held for sale                                               7,089         4,998
--------      --------

Total current liabilities                                                            24,524        25,389
--------      --------

Noncurrent liabilities:
Long-term debt                                                                           26,000            85
Deferred income taxes                                                                     5,839         4,949
Liabilities related to assets held for sale                                                  21          -
--------      --------

Total noncurrent liabilities                                                         31,860         5,034
--------      --------

Stockholders' equity:
Preferred stock, $.01 par value; 1,000 shares
authorized, none issued                                                                      -             -
Class A common stock, $.01 par value;
20,000,000 shares authorized; 6,228,680 and
5,178,880 shares issued                                                                     62            52
Class B common stock, $.01 par value;
10,000,000 shares authorized, issued and outstanding                                       100           100
Additional paid-in capital                                                              119,437       108,828
Retained earnings                                                                        43,433        38,523
Accumulated other comprehensive income                                                    2,642         7,753
Treasury stock, at cost - 1,103,900 shares                                              (11,315)         -
--------      --------

Total stockholders' equity                                                          154,359       155,256
--------      --------

$210,743      $185,679
========      ========

Commitments and contingencies (Notes 1, 10 and 13)

See accompanying notes to consolidated financial statements.
F-4

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2002, 2003 and 2004

(In thousands, except per share data)

2002          2003            2004
----          ----            ----

Net sales                                                              $166,671      $173,966       $182,631
Cost of goods sold                                                      137,591       142,877        142,807
--------      --------       --------

Gross margin                                                       29,080        31,089         39,824

Selling, general and administrative expense                              22,954        21,598         24,132
--------      --------       --------

Operating income                                                    6,126         9,491         15,692

Other general corporate income (expense), net                              (300)          964          2,125
Interest expense                                                         (1,888)       (1,301)          (494)
--------      --------       -------- 

Income from continuing operations
before income taxes                                                3,938         9,154         17,323

Provision for income taxes                                                2,976         3,376          7,840
--------      --------       --------

Income from continuing operations                                     962         5,778          9,483

Discontinued operations, net of tax                                        (324)       (4,505)       (12,497)
--------      --------       -------- 

Net income (loss)                                                     638         1,273         (3,014)
========      ========       ======== 

Basic and diluted earnings (loss) per common share:
Continuing operations                                            $    .06      $    .38       $     .63
Discontinued operations                                          $   (.02)     $   (.30)      $    (.83)
--------      --------       --------- 

$    .04      $    .08       $    (.20)
========      ========       ========= 

Cash dividends per share                                               $    .50      $   .125       $   $.125
========      ========       =========

Shares used in the calculation of earnings per share amounts for:
Basic earnings per share                                               15,110        15,121         15,148
Dilutive impact of stock options                                            8          -                18
--------      --------       --------

Diluted earnings per share                                             15,118        15,121         15,166
========      ========       ========

See accompanying notes to consolidated financial statements.
F-5

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2002, 2003 and 2004

(In thousands)

2002              2003             2004
----              ----             ----

Net income (loss)                                                $   638          $ 1,273           $(3,014)
-------          -------           ------- 

Other comprehensive income
Currency translation adjustment,
net of income tax effect of $(66),

$134, and $380                                                  5,709           12,946             5,036
Unrealized gain on cash flow hedges                               -                -                   75
-------          -------           -------

Total other comprehensive income                               5,709           12,946             5,111
-------          -------           -------

Comprehensive income                                       $ 6,347          $14,219           $ 2,097
=======          =======           =======

See accompanying notes to consolidated financial statements.
F-6

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2002, 2003 and 2004

(In thousands)

2002          2003           2004
----          ----           ----

Cash flows from operating activities:

Net income (loss)                                                           $    638      $  1,273       $ (3,014)
Depreciation and amortization                                                 13,004        14,780         14,200
Goodwill impairment                                                                -             -         14,400
Deferred income taxes                                                           (750)         (444)          (394)
Other, net                                                                       604         1,068            861
Change in assets and liabilities:
Accounts receivable                                                          1,301          (721)         2,953
Inventories                                                                  3,052         5,103         (1,300)
Accounts payable and accrued liabilities                                    (2,798)          874         (2,742)
Accounts with affiliates                                                       (16)           46         (1,247)
Income taxes                                                                 1,561           668          5,383
Other, net                                                                     342         1,798          1,113
--------      --------       --------

Net cash provided by operating activities                                 16,938        24,445         30,213
--------      --------       --------

Cash flows from investing activities:
Capital expenditures                                                         (12,703)       (8,908)        (5,348)
Proceeds from sale of fixed assets                                                 -             -          2,138
Other, net                                                                        32           671           -
--------      --------       ---------

Net cash used by investing activities                                    (12,671)       (8,237)        (3,210)
--------      --------       -------- 

Cash flows from financing activities:
Long-term debt:
Borrowings                                                                   1,000         1,000          2,257
Principal payments                                                         (19,050)       (6,006)       (28,097)
Issuance of common stock                                                         120             -            617
Dividends paid                                                                (7,555)       (1,889)        (1,896)
Other                                                                           -             (426)           (28)
--------      --------       -------- 

Net cash used in financing activities                                    (25,485)       (7,321)       (27,147)
--------      --------      --------- 

Net increase (decrease)                                                       $(21,218)     $  8,887       $   (144)
========      ========       ======== 

F-7

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Years ended December 31, 2002, 2003 and 2004

(In thousands)

2002          2003          2004
----          ----          ----

Cash and cash equivalents:
Net increase (decrease) from:
Operating, investing and financing

activities                                                              $(21,218)     $ 8,887       $  (144)
Currency translation                                                          316          432          (545)
Balance at beginning of year                                                 33,309       12,407        21,726
--------      -------       -------

Balance at end of year                                                     $ 12,407      $21,726       $21,037
========      =======       =======

Supplemental disclosures:
Cash paid for:
Interest                                                                 $  1,877      $ 1,722       $   516
Income taxes                                                                2,788        2,675         4,281

See accompanying notes to consolidated financial statements.
F-8

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years ended December 31, 2002, 2003 and 2004

(In thousands)

Accumulated other
comprehensive income-         
Common stock    Additional                 ----------------------                  Total
-----------------   paid-in     Retained        Currency     Hedging     Treasury  stockholders'
Class A   Class B    capital    earnings      translation  derivatives     stock      equity
-------   -------  ----------  ----------     -----------   --------     ----------  ---------

Balance at December 31, 2001        $ 62      $100    $119,224     $50,966       $(16,013)      $         $(11,315)    $143,024

Net income                            -         -         -            638           -          -             -             638
Other comprehensive income            -         -         -           -             5,709       -             -           5,709
Cash dividends                        -         -         -         (7,555)          -          -             -          (7,555)
Issuance of common stock              -         -          156        -              -          -             -             156
Other                                 -         -            7        -              -         -                              7
----      ----    --------     -------       --------     ---         --------     --------

Balance at December 31, 2002          62       100     119,387      44,049        (10,304)      -          (11,315)     141,979

Net income                             -        -            -       1,273              -       -                -        1,273
Other comprehensive income             -        -            -           -         12,946       -                -       12,946
Cash dividends                         -        -            -      (1,889)             -       -                -       (1,889)
Issuance of common stock              -         -           50        -              -         -              -              50
----      ----    --------    --------       --------     ---         --------     --------

Balance at December 31, 2003          62       100     119,437      43,433          2,642       -          (11,315)     154,359

Net loss                               -        -            -      (3,014)             -       -                -       (3,014)
Other comprehensive income             -        -            -           -          5,036      75                -        5,111
Cash dividends                         -        -            -      (1,896)             -       -                -       (1,896)
Issuance of common stock               1        -          695           -              -       -                -          696
Retirement of treasury stock         (11)       -      (11,304)       -              -         -            11,315         -
----      ----    --------     -------       --------     ---         --------     --------

Balance at December 31, 2004        $ 52      $100    $108,828     $38,523       $  7,678     $75         $   -        $155,256
====      ====    ========     =======       ========     ===         ========     ========

See accompanying notes to consolidated financial statements.
F-9

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Summary of significant accounting policies:

Organization.  CompX  International  Inc. (NYSE: CIX) is 83% owned by CompX
Group, a majority owned subsidiary of NL Industries, Inc. (NYSE: NL) at December
31, 2004. The Company  manufactures and sells component products (precision ball
bearing slides,  security products and ergonomic  computer support systems).  NL
owns 82.4% of CompX Group, and Titanium Metals Corporation (NYSE: TIE) ("TIMET")
owns the remaining 17.6% of CompX Group. At December 31, 2004, (i) TIMET owns an
additional 2% of CompX directly,  (ii) Valhi, Inc. holds,  directly or through a
subsidiary, approximately 83% of NL's outstanding common stock and approximately
41% of TIMET's  outstanding  common stock and (iii) Contran  Corporation  holds,
directly  or through  subsidiaries,  approximately  91% of  Valhi's  outstanding
common stock. Substantially all of Contran's outstanding voting stock is held by
trusts  established  for the benefit of certain  children and  grandchildren  of
Harold C.  Simmons,  of which Mr.  Simmons  is sole  trustee,  or is held by Mr.
Simmons or persons or other entities  related to Mr. Simmons.  Mr. Simmons,  the
Chairman of the Board of each of Contran, Valhi and NL, may be deemed to control
each of such companies and the Company.

Management estimates. The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
("GAAP")  requires  management to make estimates and assumptions that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements, and the reported amount
of revenues and expenses during the reporting period.  Actual results may differ
from previously-estimated amounts under different assumptions or conditions.

Principles  of  consolidation.   The  accompanying  consolidated  financial
statements   include  the   accounts  of  CompX   International   Inc.  and  its
majority-owned  subsidiaries.  All material  intercompany  accounts and balances
have been  eliminated.  Certain  prior year  amounts have been  reclassified  to
conform to the current year  presentation,  including  presenting the results of
operations and financial position of the Company's operations in The Netherlands
as discontinued operations. See Note 10. The Company has no involvement with any
variable  interest entity covered by the scope of FASB  Interpretation  No. 46R,
Consolidation of Variable Interest Entities.

Fiscal  year.  The  Company's  operations  are  reported on a 52 or 53-week
fiscal year.  The years ended  December  31, 2002 and 2003 each  consisted of 52
weeks, and the year ended December 31, 2004 consisted of 53 weeks.  December 31,
2005 will be a 52-week year.

Translation of foreign  currencies.  Assets and liabilities of subsidiaries
whose  functional  currency  is other  than the U.S.  dollar are  translated  at
year-end rates of exchange and resulting translation adjustments are accumulated
in stockholders'  equity as part of accumulated other comprehensive  income, net
of  related  applicable  deferred  income  taxes.   Revenues  and  expenses  are
translated  at average  exchange  rates  prevailing  during  the year.  Currency
transaction gains and losses are recognized in income currently.

Cash and cash  equivalents.  Cash equivalents  consist  principally of bank
time deposits and government and  commercial  notes with original  maturities of
three months or less.

Net sales. Sales are recorded when products are shipped and title and other
risks and rewards of ownership  have passed to the customer.  Shipping terms are

F-10

generally F.O.B. shipping point, although in some instances,  shipping terms are
F.O.B.  destination  point (for which sales are  recognized  when the product is
received  by the  customer).  Amounts  charged to  customers  for  shipping  and
handling  are not  material.  Sales are stated net of price,  early  payment and
distributor discounts and volume rebates.

Accounts  receivable.  The  Company  provides  an  allowance  for  doubtful
accounts for known and potential  losses rising from sales to customers based on
a periodic review of these accounts.

Inventories and cost of sales.  Inventories are stated at the lower of cost
or  market,   net  of  allowance  for  obsolete  and  slow-moving   inventories.
Inventories are based on average cost or the first-in, first-out method. Cost of
sales  includes  costs  for  materials,  packing  and  finishing,  shipping  and
handling, utilities, salary and benefits, maintenance and depreciation.

Selling,  general  and  administrative   expenses.   Selling,  general  and
administrative expenses include costs related to marketing, sales, distribution,
and  administrative  functions  such as  accounting,  treasury and finance,  and
includes costs for salaries and benefits, travel and entertainment,  promotional
materials and professional fees.

Goodwill and other  intangible  assets.  Goodwill  represents the excess of
cost over fair value of individual net assets acquired in business  combinations
accounted  for by the  purchase  method.  Goodwill  is not  subject to  periodic
amortization.   Other   intangible   assets  are   stated  net  of   accumulated
amortization.  Goodwill and other intangible  assets are assessed for impairment
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
Goodwill and Other Intangible Assets. See Note 4.

Other intangible assets,  consisting of the estimated fair value of certain
patents acquired,  are amortized by the  straight-line  method over the lives of
such patents  (approximately  9 years  remaining at December 31, 2004),  with no
assumed  residual value at the end of the life of the patents.  Other intangible
assets are stated net of  accumulated  amortization  of $1.5 million at December
31,  2003 and $1.7  million  at  December  31,  2004.  Amortization  expense  of
intangible  assets was $240,000 in 2002,  $234,000 in 2003 and $231,000 in 2004,
and is expected to be approximately $250,000 in each of 2005 through 2009.

Property,  equipment and  depreciation.  Property and equipment,  including
purchased  computer software for internal use, are stated at cost.  Expenditures
for maintenance, repairs and minor renewals are expensed; expenditures for major
improvements are capitalized.  Depreciation for financial  reporting purposes is
computed principally by the straight-line method over the estimated useful lives
of 15 to 40 years for  buildings  and 3 to 10 years for  equipment and software.
Accelerated depreciation methods are used for income tax purposes, as permitted.
Upon  sale  or  retirement  of  an  asset,  the  related  cost  and  accumulated
depreciation are removed from the accounts and any gain or loss is recognized in
income currently.

When  events or  changes  in  circumstances  indicate  that  assets  may be
impaired,  an evaluation is performed to determine if an impairment exists. Such
events or changes in circumstances  include, among other things, (i) significant
current  and prior  periods or current  and  projected  periods  with  operating
losses,  (ii) a significant  decrease in the market value of an asset or (iii) a
significant  change  in the  extent  or  manner  in which an asset is used.  All
relevant  factors  are  considered.  The test for  impairment  is  performed  by
comparing the estimated  future  undiscounted  cash flows (exclusive of interest
expense)  associated  with  the  asset  to the  asset's  net  carrying  value to
determine  if a  write-down  to market  value or  discounted  cash flow value is
required.

F-11

Self-insurance.   The  Company  is  partially   self-insured  for  workers'
compensation  and certain  employee health benefits and is self-insured for most
environmental issues. Stop-loss coverage is purchased by the Company in order to
limit its  exposure  to any  significant  levels  of  workers'  compensation  or
employee  health  benefit  claims.  Self-insured  losses are accrued  based upon
estimates of the aggregate liability for uninsured claims incurred using certain
actuarial  assumptions  followed in the insurance industry and the Company's own
historical claims experience.

Derivatives  and  hedging  activities.   Certain  of  the  Company's  sales
generated  by its non-U.S.  operations  are  denominated  in U.S.  dollars.  The
Company  periodically  uses currency forward  contracts to manage a very nominal
portion of foreign exchange rate risk associated with receivables denominated in
a currency other than the holder's  functional currency or similar exchange rate
risk  associated  with future  sales.  The  Company  has not entered  into these
contracts for trading or speculative  purposes in the past, nor does the Company
currently  anticipate  entering into such  contracts for trading or  speculative
purposes in the future.  Derivatives used to hedge  forecasted  transactions and
specific  cash flows  associated  with foreign  currency  denominated  financial
assets  and  liabilities  which  meet the  criteria  for  hedge  accounting  are
designated as cash flow hedges. Consequently, the effective portion of gains and
losses is deferred as a component of accumulated other comprehensive  income and
is  recognized  in  earnings  at the  time the  hedged  item  affects  earnings.
Contracts   that  do  not  meet  the   criteria   for   hedge   accounting   are
marked-to-market  at each  balance  sheet date with any  resulting  gain or loss
recognized in income currently as part of net currency  transactions.  To manage
such  exchange  rate risk,  at December 31,  2004,  the Company held a series of
contracts to exchange an aggregate of U.S. $7.2 million for an equivalent  value
of  Canadian  dollars at  exchange  rates of Cdn.  $1.19 to Cdn.  $1.23 per U.S.
dollar.  Such  contracts  mature through March 2005. The exchange rate was $1.21
per U.S.  dollar at December  31,  2004.  At December  31, 2003 the Company held
contracts  maturing  through February 2004 to exchange an aggregate of U.S. $4.2
million for an equivalent value of Canadian dollars at an exchange rates of Cdn.
$1.30 to Cdn. $1.33 per U.S.  dollar.  At December 31, 2003, the actual exchange
rate was Cdn. $1.31 per U.S. dollar.  The estimated fair value of such contracts
is not material at December 31, 2003 and 2004.

Income taxes.  Prior to October 1, 2004, the Company was a separate  United
States  federal income  taxpayer and was not a member of Contran's  consolidated
United States federal income tax group.  Effective October 1, 2004, CompX became
a member of Contran's  consolidated  United States federal income tax group. The
Company is currently  and has been a part of  consolidated  tax returns filed by
Contran in certain  United  States state  jurisdictions.  For such  consolidated
federal and state tax returns, intercompany allocations of federal and state tax
provisions are computed on a separate  company  basis.  Payments are made to, or
received from Contran in the amounts that would have  generally  been paid to or
received from the respective federal or state tax authority had CompX not been a
part of the respective  consolidated tax return. The separate company provisions
and payments are computed using the tax elections made by Contran. Under certain
circumstances,  such tax  regulations  could  require  Contran  to  treat  items
differently  than CompX would on a stand alone basis, and in such instances GAAP
requires CompX to conform to Contran's tax election.

F-12

Deferred  income tax assets and liabilities are recognized for the expected
future tax  consequences  of  temporary  differences  between the income tax and
financial  reporting  carrying  amounts  of assets  and  liabilities,  including
undistributed  earnings  of  foreign  subsidiaries  which  are not  deemed to be
permanently  reinvested.  The Company  periodically  evaluates  its deferred tax
assets in the various taxing  jurisdictions in which it operates and adjusts any
related valuation allowance based on the estimate of the amount of such deferred
tax assets which the Company  believes does not meet the  "more-likely-than-not"
recognition criteria.  Earnings of foreign subsidiaries deemed to be permanently
reinvested  aggregated  $43.1  million at December 31, 2003 and $24.4 million at
December 31, 2004.

Earnings per share.  Basic earnings per share of common stock is based upon
the weighted  average number of common shares actually  outstanding  during each
period.  Diluted  earnings  per share of common  stock  includes  the  impact of
outstanding  dilutive stock options.  The weighted average number of outstanding
stock  options  excluded  from the  calculation  of diluted  earnings  per share
because  their  impact  would have been  antidilutive  aggregated  approximately
819,000 in 2002, 713,000 in 2003 and 570,000 in 2004.

Stock options. At December 31, 2004, the Company has a stock-based employee
compensation plan, which is described more fully in Note 9. The Company accounts
for  stock-based  employee  compensation  related  to stock  options  using  the
intrinsic value method in accordance with  Accounting  Principles  Board Opinion
("APBO")  No. 25,  Accounting  for Stock  Issued to  Employees,  and its various
interpretations. Under APBO No. 25, no compensation cost is generally recognized
for fixed stock options in which the exercise  price is greater than or equal to
the market price on the grant date.  Compensation cost recognized by the Company
related to stock options in accordance with APBO No. 25 has not been significant
in any of the past three years.  The following  table  illustrates the effect on
net income and  earnings  per share if the  Company  had  applied the fair value
recognition provisions of SFAS No. 123, Accounting for Stock-Based  Compensation
to stock-based  employee  compensation  related to stock options for all options
granted on or after January 1, 1995.

Years ended December 31,
2002          2003          2004
----          ----          ----
(In thousands,
except per share data)

Net income (loss), as reported                                            $   638       $1,273        $(3,014)
Deduct:  Total stock-based employee
compensation expense related to stock options
determined under fair value based method
for all awards, net of related tax effects                               (1,572)        (875)          (543)
-------       ------        ------- 

Pro forma net income (loss)                                               $  (934)      $  398        $(3,557)
=======       ======        ======= 

Earnings (loss) per share - basic and diluted:
As reported                                                             $   .04       $  .08        $  (.19)
=======       ======        ======= 

Pro forma                                                               $  (.06)      $  .03        $  (.23)
=======       ======        ======= 

Fair value of  financial  instruments.  The  carrying  amounts of  accounts
receivable and accounts payable  approximates fair value due to their short-term
nature.  The carrying amount of indebtedness  approximates fair value due to the
stated  interest rate  approximating  a market rate.  These estimated fair value
amounts  have  been  determined  using  available  market  information  or other
appropriate valuation methodologies.

F-13

Other.  Advertising  costs,  expensed as incurred,  were  $879,000 in 2002,
$588,000 in 2003 and $554,000 in 2004. Research and development costs,  expensed
as incurred, were $499,000 in 2002, $469,000 in 2003, and $317,000 in 2004.

Note 2 - Business and geographic segments:

The  Company's   operating  segments  are  defined  as  components  of  its
operations  about which  separate  financial  information  is available  that is
regularly  evaluated by the chief operating decision maker in determining how to
allocate resources and in assessing  performance.  The Company's chief operating
decision maker is Mr. David Bowers, president and chief executive officer of the
Company. The Company currently has three operating segments - Security Products,
Precision  Slides  and  Ergonomics.   The  Security   Products   segment,   with
manufacturing  facilities in South Carolina and Illinois,  manufactures  locking
mechanisms  and  other  security  products  for  sale to the  office  furniture,
banking, vending,  computer and other industries.  The Precision Slides segment,
with  facilities in Canada,  Michigan and Taiwan,  manufacture  and distribute a
complete  line of  precision  ball bearing  slides for use in office  furniture,
computer-related  equipment,  tool storage cabinets and other applications.  The
Ergonomics  segment  with a facility  in Canada  that it shares  with  Precision
Slides,  manufactures  and distributes  ergonomic  computer  support systems for
office  furniture.  Previously,  the Company had aggregated the Precision Slides
and  Ergonomics  operating  segments  into a single  reportable  segment  (CompX
Waterloo) because of the integrated facilities of the two business units and the
similar economic  characteristics,  customer types,  production  processes,  and
distribution  methods.  During the fourth  quarter of 2004, the Company began to
measure  the  ergonomics  business  as a  separate  operating  unit and  develop
appropriate  allocations  relating  to  certain  shared  expenses  in  order  to
disaggregate  the  2004  operating   results.   Prior  to  2004,   disaggregated
information  is not available due to the  impracticality  of allocating  certain
historical  expenses  that  are  shared  between  the two  segments.  Therefore,
aggregated  segment  amounts are reported  for  Precision  Slides/Ergonomics  in
current and previous periods as well as the disaggregated information for 2004.

The chief operating  decision maker evaluates segment  performance based on
segment  operating  income,  which is defined as income before income taxes, and
interest  expense,  exclusive of certain  general  corporate  income and expense
items  (including  interest income and foreign  exchange  transaction  gains and
losses)  and  certain  non-recurring  items  (such  as gains  or  losses  on the
disposition of business units and other  long-lived  assets outside the ordinary
course of business).  All corporate office  operating  expenses are allocated to
the three reportable segments based upon the segments' net sales. The accounting
policies of the reportable operating segments are the same as those described in
Note 1. Capital  expenditures  include additions to property and equipment,  but
exclude  amounts  attributable  to business  combinations  accounted  for by the
purchase method.

Segment assets are comprised of all assets  attributable  to the reportable
segments.  Corporate assets are not  attributable to the operating  segments and
consist primarily of cash and cash equivalents.  For geographic information, net
sales are  attributable  to the place of  manufacture  (point of origin) and the
location of the customer  (point of  destination);  property and  equipment  are
attributable to their physical location.  At December 31, 2003 and 2004, the net
assets of non-U.S. subsidiaries included in consolidated net assets approximated
$88 million and $80 million, respectively.

F-14

The current period segment information below is presented under the new basis of
segmentation. Total assets have not been presented under the new segmentation as
management has determined that such  information is impractical to obtain and no
measure of asset information is used by the chief operating decision maker.

Year ended December 31, 2004
----------------------------------------------------------------------------
(In thousands)
Net         Operating      Depreciation/         Capital
Sales         Income        Amortization       Expenditures        Goodwill
-----        ---------      ------------       ------------        --------

Security Products                       $ 75,872      $ 9,304          $ 7,542            $2,432             $23,742
Precision Slides                          78,522        1,358            3,153             2,109               5,270
Ergonomics                                28,237        5,030            1,084               412                   -
Thomas Regout**                             -            -               2,421               395                -
--------      -------          -------            ------             -------

TOTAL                                   $182,631      $15,692          $14,200            $5,348             $29,012
========      =======          =======            ======             =======

The  segment  information  below  is  presented  under  the  old  basis  of
segmentation for comparison to prior years.

Years ended December 31,
2002          2003           2004
----          ----           ----
(In thousands)

Net sales:

CompX Waterloo                                                           $ 93,313      $ 97,811       $106,759
Security Products                                                          73,358        76,155         75,872
--------      --------       --------

Total net sales                                                        $166,671      $173,966       $182,631
========      ========       ========

Operating income (loss):
CompX Waterloo                                                           $ (1,628)     $     20          6,388
Security Products                                                           7,754         9,471          9,304
--------      --------       --------

Total operating income                                                    6,126         9,491         15,692

Interest expense                                                           (1,888)       (1,301)          (494)
Other general corporate income (expense), net                                (300)          964          2,125
--------      --------       --------

Income from continuing operations
before income taxes                                                   $  3,938      $  9,154       $ 17,323
========      ========       ========

Depreciation and amortization:
CompX Waterloo                                                           $  6,450      $  7,281       $  7,542
Security Products                                                           4,769         4,843          4,237
Thomas Regout**                                                             1,785         2,656          2,421
--------      --------       --------

$ 13,004      $ 14,780       $ 14,200
========      ========       ========

Capital expenditures:
CompX Waterloo                                                           $  8,601      $  6,446       $  2,521
Security Products                                                           1,582         1,901          2,432
Thomas Regout**                                                             2,520           561            395
--------      --------       --------

$ 12,703      $  8,908       $  5,348
========      ========       ========

F-15

Years ended December 31,
2002          2003           2004
----          ----           ----
(In thousands)

Net sales:
Point of origin:

United States                                                          $ 86,721      $ 94,298       $ 99,807
Canada                                                                   71,589        76,443         74,157
Taiwan                                                                   14,759        13,562         16,034
Eliminations                                                             (6,398)      (10,337)        (7,367)
--------      --------       -------- 

$166,671      $173,966       $182,631
========      ========       ========

Point of destination:
United States                                                          $126,168      $127,032       $138,136
Canada                                                                   29,455        32,363         33,205
Other                                                                    11,048        14,571         11,290
--------      --------       --------

$166,671      $173,966       $182,631
========      ========       ========

December 31,
2002          2003           2004
----          ----           ----
(In thousands)
Total assets:

CompX Waterloo                                                           $ 73,411      $ 91,131       $ 78,932
Security Products                                                          87,795        77,961         72,381
Thomas Regout**                                                            37,860        38,595         28,921
Corporate and eliminations                                                  1,026         3,056          5,445
--------      --------       --------

$200,092      $210,743       $185,679
========      ========       ========

Goodwill:
CompX Waterloo                                                           $  4,846      $  4,986       $  5,270
Security Products                                                          23,743        23,743         23,742
--------      --------       --------

$ 28,589      $ 28,729       $ 29,012
========      ========       ========

Net property and equipment:
United States                                                             $ 46,251      $ 44,499      $ 41,328
Canada                                                                      23,046        23,341        19,114
Taiwan                                                                       5,848         5,710         5,680
--------      --------      --------

$ 75,145      $ 73,550      $ 66,122
========      ========      ========

** Denotes discontinued segment.  See Note 10.

Note 3 - Inventories:

December 31,
2003           2004
----           ----
(In thousands)

Raw materials                                                                            $ 4,025        $ 4,514
Work in process                                                                            9,568          9,019
Finished products                                                                          7,248          7,184
Supplies                                                                                     129             65
-------        -------

$20,970        $20,782

F-16

Note 4 - Goodwill:

Goodwill.  Under SFAS No.  142,  goodwill  is not  amortized  on a periodic
basis.  Goodwill is subject to an impairment test to be performed at least on an
annual  basis,  and such  impairment  reviews  may  result  in  future  periodic
write-downs charged to earnings.

The Company has assigned its  goodwill to the each of its  reporting  units
(as that term is defined  in SFAS No.  142) which  correspond  to the  operating
segments. Under SFAS No. 142, such goodwill will be deemed to not be impaired if
the estimated fair value of the applicable reporting unit exceeds the respective
net carrying value of such reporting unit, including the allocated goodwill.  If
the  fair  value of the  reporting  unit is less  than  carrying  value,  then a
goodwill impairment loss would be recognized equal to the excess, if any, of the
net carrying  value of the  reporting  unit goodwill over its implied fair value
(up to a maximum  impairment  equal to the carrying value of the goodwill).  The
implied fair value of reporting  unit goodwill  would be the amount equal to the
excess of the estimated  fair value of the  reporting  unit over the amount that
would be allocated to the tangible and  intangible  net assets of the  reporting
unit (including  unrecognized  intangible  assets) as if such reporting unit had
been  acquired in a purchase  business  combination  accounted for in accordance
with GAAP as of the date of the impairment testing.

In determining the estimated fair value of the reporting units, the Company
uses  appropriate  valuation  techniques,  such as  discounted  cash flows.  The
Company completed its initial,  transitional  goodwill impairment analysis under
SFAS No. 142 as of January 1, 2002, and no goodwill  impairments  were deemed to
exist as of such date.  Starting in 2002, in accordance with the requirements of
SFAS No. 142,  the Company  reviews  goodwill  for  impairment  during the third
quarter of each year.  Goodwill  will also be reviewed for  impairment  at other
times during each year when events or changes in circumstances  indicate that an
impairment might be present.  No goodwill  impairments were deemed to exist as a
result of the Company's impairment review completed during 2002, 2003 or 2004.

Changes in the carrying  amount of goodwill  during the past three years is
presented  in  the  table  below.   Goodwill  was  generated   principally  from
acquisitions of certain business units during 1998, 1999 and 2000.

CompX
CompX          Security
Waterloo         Products         Total
--------        ----------        -----
(In millions)

Balance at December 31, 2001                                              $ 4.9           $23.7           $28.6

Changes in currency
exchange rates                                                             -               -               -
-----           -----           ---

Balance at December 31, 2002                                                4.9            23.7            28.6

Changes in currency
exchange rates                                                              .1             -                .1
-----           -----           -----

Balance at December 31, 2003                                                5.0            23.7            28.7

Changes in currency
exchange rates                                                              .3             -                .3
-----           -----           -----

Balance at December 31, 2004                                              $ 5.3           $23.7           $29.0
=====           =====           =====

F-17

Note 5 -       Accounts payable and accrued liabilities:

December 31,
2003           2004
----           ----
(In thousands)

Accounts payable                                                                         $ 8,029        $ 6,392
Accrued liabilities:
Employee benefits                                                                        6,389          7,987
Professional                                                                               188            730
Insurance                                                                                  374            448
Other taxes                                                                                462            399
Other                                                                                    1,993          1,748
-------        -------

$17,435        $17,704
=======        =======

Note 6 -       Indebtedness:

December 31,
2003           2004
----           ----
(In thousands)

Revolving bank credit facility                                                           $26,000        $  -   
Other                                                                                       -               127
-------        -------
26,000            127
Less current portion                                                                        -                42
-------        -------

$26,000        $    85
=======        =======

At December 31, 2004,  the Company has a $47.5  million  secured  revolving
bank credit  facility  maturing in January  2006 which  bears  interest,  at the
Company's  option,  at rates based on either the prime rate or LIBOR. The credit
facility is  collateralized  by substantially all of the Company's United States
tangible  assets and a pledge of at least 65% of the ownership  interests in the
Company's  first-tier  foreign  subsidiaries.   The  facility  contains  certain
covenants and restrictions customary in lending transactions of this type, which
among other things, restricts the ability of CompX and its subsidiaries to incur
debt, incur liens, pay dividends,  merge or consolidate with, or transfer all or
substantially all of their assets to another entity.  The facility also requires
maintenance  of specified  levels of net worth (as  defined).  In the event of a
change of control of CompX,  as  defined,  the  lenders  would have the right to
accelerate  the  maturity of the  facility.  CompX would also be required  under
certain  conditions to use the net proceeds from the sale of assets  outside the
ordinary course of business to reduce outstanding borrowings under the facility,
and such a transaction would also result in a permanent reduction of the size of
the facility.  At December 31, 2004, there were no outstanding draws against the
credit facility and the full amount of the facility was available for borrowing.

The credit facility permits the Company to pay dividends and/or  repurchase
its common  stock in an amount  equal to the sum of (i) a dividend  of $.125 per
share in any calendar quarter,  not to exceed $8.0 million in any calendar year,
plus (ii) $6.0  million  plus 50% of  aggregate  net income over the term of the
credit  facility.  In  addition  to  the  $8.0  million  available  annually  to
repurchase common stock and or pay dividends, at December 31, 2004, $4.2 million
was available for dividends  and/or  repurchases  of the Company's  common stock
under the terms of the facility.

F-18

Note 7 - Employee benefit plans:

Defined   contribution   plans.  The  Company   maintains  various  defined
contribution  plans  with  Company  contributions  based  on  matching  or other
formulas.  Defined  contribution plan expense  approximated  $1,683,000 in 2002,
$1,810,000 in 2003 and $1,838,000 in 2004.

Note 8 - Income taxes:

The  components of pre-tax  income and the provision for income taxes,  the
difference  between the  provision for income taxes and the amount that would be
expected  using  the  U.S.  federal  statutory  income  tax  rate of 35% and the
comprehensive provision for income taxes are presented below.

Years ended December 31,
2002          2003           2004
----          ----           ----
(In thousands)
Components of pre-tax income (loss) from continuing operations:

United States                                                            $ (1,914)      $ 6,258        $ 8,148
Non-U.S.                                                                    5,852         2,896          9,175
--------       -------        -------

$  3,938       $ 9,154        $17,323
========       =======        =======

Years ended December 31,
2002          2003           2004
----          ----           ----
(In thousands)

Provision for income taxes:
Currently payable:

U.S. federal and state                                                  $ 1,128       $   121        $ 4,016
Foreign                                                                   2,394         1,326          4,732
-------       -------        -------

3,522         1,447          8,748
-------       -------        -------
Deferred income taxes (benefit):
U.S.                                                                       (114)        2,061           (273)
Foreign                                                                    (432)         (132)          (635)
-------       -------        ------- 

(546)        1,929           (908)
-------       -------        ------- 

$ 2,976       $ 3,376        $ 7,840
=======       =======        =======

Expected tax expense, at the U.S. federal
statutory income tax rate of 35%                                           $ 1,379       $ 3,204        $ 6,063
Non-U.S. tax rates                                                             (286)         (157)          (297)
Incremental U.S. tax on earnings of
Foreign subsidiary                                                           1,099           562          3,206
State income taxes and other, net                                               784          (233)          (377)
Tax contingency reserve adjustment                                             -             -              (755)
-------       -------        ------- 

$ 2,976       $ 3,376        $ 7,840
=======       =======        =======

Comprehensive provision (benefit) for income tax benefit allocable to:
Income from continuing operations                                         $ 2,976       $ 3,376        $ 7,840
Discontinued operations                                                      (206)       (2,373)          (410)
Other comprehensive income -
currency translation                                                         (66)          134            380
-------       -------        -------

$ 2,704       $ 1,137        $ 7,810
=======       =======        =======

F-19

The  components  of net deferred tax assets  (liabilities)  are  summarized
below.

December 31,
2003           2004
----           ----
(In thousands)

Tax effect of temporary differences related to:

Inventories                                                                             $    935        $    544
Property and equipment                                                                    (7,679)         (6,613)
Accrued liabilities and other deductible differences                                       1,252           5,053
Tax loss and credit carryforwards                                                          3,346           3,004
Other taxable differences                                                                 (1,773)         (1,255)
Valuation allowance                                                                         -             (4,235)
-------        -------- 

$(3,919)       $ (3,502)
=======        ======== 

Net current deferred tax assets                                                            $ 1,920           1,447
Net noncurrent deferred tax liabilities                                                     (5,839)         (4,949)
-------        -------- 

$(3,919)       $  3,502
=======        ========

In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  contains  several  provisions  that could impact the Company.
These provisions  provide for, among other things, a special deduction from U.S.
taxable  income  equal to a  stipulated  percentage  of  qualified  income  from
domestic production activities (as defined) beginning in 2005, and a special 85%
dividends  received  deduction for certain  dividends  received from  controlled
foreign  corporations.  Both of these  provisions  are  complex  and  subject to
numerous  limitations.  The Company is still studying the new law, including the
technical  provisions  related to the two complex  provisions  noted above.  The
effect on the Company of the new law, if any,  has not yet been  determined,  in
part because the Company has not definitively  determined whether its operations
qualify for the special  deduction or whether it would  benefit from the special
dividends  received  deduction.  If the Company  determines it qualifies for the
special deduction, the tax benefit of such special deduction would be recognized
in the period earned.  With respect to the special dividends  received deduction
on certain dividends received from controlled foreign corporations,  the Company
will likely not be able to complete its  evaluation  of whether it would benefit
from the special  dividends  received  deduction  until  sometime after the U.S.
government  has issued  clarifying  regulations  regarding this provision of the
Act, the timing for the issuance of which is not known.  The aggregate amount of
unremitted  earnings  that  is  potentially  subject  to the  special  dividends
received  deduction is  approximately  $29.5  million at December 31, 2004.  The
Company is unable to  reasonably  estimate a range of income tax effects if such
unremitted  earnings would be repatriated and eligible for the special dividends
received deduction, as the calculation would be extremely complex.

In January 2005, the Company completed its disposition of the Thomas Regout
operations in Europe.  See Note 10. The Company  currently expects to generate a
$4.2 million income tax benefit  associated with the U.S.  capital loss expected
to be realized in the first  quarter of 2005 upon  completion of the sale of the
Thomas Regout operations. Recognition of the benefit of such capital loss by the
Company is appropriate under GAAP in the fourth quarter of 2004 at the time such
operations  were  classified  as held for sale.  However,  the  Company has also
determined,  based on the weight of available evidence, that realization of such
benefit does not currently meet the more-likely-than-not-criteria, and therefore

F-20

the deferred tax asset related to the capital loss  carryforward  has been fully
offset by a deferred income tax asset valuation  allowance at December 31, 2004.
The $4.2 million  deferred income tax benefit  related to the U.S.  capital loss
and the  offsetting  valuation  allowance  are both  reflected as a component of
discontinued operations.

At December 31, 2004, the Company had for U.S.  federal income tax purposes
net operating loss  carryforwards of approximately  $8.3 million which expire in
2007 through 2018.  Such net operating  loss  carryforwards  may only be used to
offset future taxable income of a subsidiary of the Company,  and utilization of
certain portions of the  carryforwards is limited to approximately  $400,000 per
year. The Company utilized  approximately  $59,000 of such carryforwards in 2004
(none in 2002 and 2003).  The Company believes it is  more-likely-than-not  that
such carryforwards will be utilized to reduce future income tax liabilities, and
accordingly  the Company has not provided a deferred  income tax asset valuation
allowance to offset the benefit of such carryforwards.

Note 9 - Stockholders' equity:

Shares of common stock
-----------------------------------------------------------
Class A                       Class B
-------------------------------------------       -------
Issued and
Issued          Treasury       Outstanding     outstanding
---------        ---------      -----------     -----------

Balance at December 31, 2001                             6,207,180       (1,103,900)      5,103,280       10,000,000

Issued                                                      12,500            -              12,500            -
---------       ----------       ---------       ------

Balance at December 31, 2002                             6,219,680       (1,103,900)      5,115,780       10,000,000

Issued                                                       9,000            -               9,000            -
-----------       ----------       ---------       ------

Balance at December 31, 2003                             6,228,680       (1,103,900)      5,124,780       10,000,000

Issued                                                      54,100                -          54,100                -
Retirement                                              (1,103,900)       1,103,900            -                -
----------       ----------       ---------       -------

Balance at December 31, 2004                             5,178,880             -          5,178,880       10,000,000
==========       ==========       =========       ==========

Class A and Class B common  stock.  The shares of Class A Common  Stock and
Class B Common Stock are  identical in all respects,  except for certain  voting
rights  and  certain  conversion  rights in respect of the shares of the Class B
Common  Stock.  Holders  of Class A Common  Stock are  entitled  to one vote per
share.  CompX Group, which holds all of the outstanding shares of Class B Common
Stock,  is entitled to one vote per share in all matters  except for election of
directors,  for which CompX Group is entitled to ten votes per share. Holders of
all  classes of common  stock  entitled  to vote will vote  together as a single
class on all matters  presented to the  stockholders for their vote or approval,
except as otherwise  required by  applicable  law.  Each share of Class A Common
Stock  and  Class B Common  Stock  have an equal and  ratable  right to  receive
dividends  to be paid from the  Company's  assets  when,  and if declared by the
Board of Directors.  In the event of the dissolution,  liquidation or winding up
of the  Company,  the holders of Class A Common  Stock and Class B Common  Stock
will be  entitled  to share  equally  and  ratably in the assets  available  for
distribution  after  payments  are made to the  Company's  creditors  and to the
holders of any  preferred  stock of the Company that may be  outstanding  at the
time.  Shares of the  Class A Common  Stock  have no  conversion  rights.  Under
certain  conditions,  shares  of  Class  B  Common  Stock  will  convert,  on  a
share-for-share basis, into shares of Class A Common Stock.

During 2004, the Company cancelled  approximately 1.1 million shares of its
Class A common  stock that  previously  was  reported  as  treasury  stock.  The
aggregate  $11.3 million cost of such treasury  shares were  allocated to common
stock at par,  additional  paid-in  capital and retained  earnings in accordance
with GAAP.

F-21

Incentive  compensation  plan. The CompX  International Inc. 1997 Long-Term
Incentive  Plan  provides  for the  award  or  grant  of  stock  options,  stock
appreciation rights,  performance grants and other awards to employees and other
individuals providing services to the Company. Up to 1.5 million shares of Class
A Common Stock may be issued  pursuant to the plan.  Generally,  employee  stock
options  are granted at prices not less than the market  price of the  Company's
stock on the date of grant,  vest over five  years and expire ten years from the
date of grant.

The following  table sets forth changes in  outstanding  options during the
past three years.

Amount
Exercise           payable
price per             upon
Shares            share            exercise
------        -----------          ---------
(In thousands, except
per share amounts)

Outstanding at December 31, 2001                                     856      10.00 - 20.00              14,271

Granted                                                               25      11.00 - 14.30                 328
Exercised                                                            (10)         12.06                    (120)
Canceled                                                            (107)     11.59 - 20.00              (1,484)
----     --------------             -------

Outstanding at December 31, 2002                                     764     $10.00 -$20.00             $12,995

Canceled                                                            (145)     11.00 - 20.00              (2,311)
----     --------------             -------

Outstanding at December 31, 2003                                     619     $10.00 -$20.00             $10,684

Exercised                                                            (48)     10.00 - 13.00                (616)
Canceled                                                              (9)      12.50 - 13.00               (116)
----      --------------            -------

Outstanding at December 31, 2004                                     562     $10.00 -$20.00             $ 9,952
====     ==============             =======

Outstanding options at December 31, 2004 represent  approximately 4% of the
Company's  total  outstanding  shares of common  shares at that date and  expire
through 2012 with a weighted-average  remaining term of 5 years. At December 31,
2004,  options to purchase  467,000 of the Company's  shares were exercisable at
prices ranging from $10.00 to $20.00 per share,  or an aggregate  amount payable
upon exercise of $8.6 million, with a weighted-average  exercise price of $18.45
per share. These exercisable options are exercisable through 2012. The Company's
market  price per share at December  31, 2004 was $16.53.  At December 31, 2004,
options to purchase  56,000 shares are scheduled to become  exercisable  in 2005
and an aggregate of 636,000 shares were available for future grants.

Other. The pro forma  information  included in Note 1, required by SFAS No.
123, Accounting for Stock-Based  Compensation,  is based on an estimation of the
fair value of CompX options issued subsequent to January 1, 1998 (the first time
the Company granted stock options).  The  weighted-average  fair values of CompX
options  granted  during  2002 was $5.05,  (no options  were  granted in 2003 or
2004). The fair values of such options were calculated  using the  Black-Scholes
stock option  valuation model with the following  weighted-average  assumptions:
stock price volatility of 37% to 45%, risk-free rates of return of 5.1% to 6.9%,
dividend  yields  of  nil  to  5.0%  and  an  expected  term  of 10  years.  The

F-22

Black-Scholes model was not developed for use in valuing employee stock options,
but was developed for use in  estimating  the fair value of traded  options that
have no  vesting  restrictions  and are  fully  transferable.  In  addition,  it
requires the use of  subjective  assumptions  including  expectations  of future
dividends and stock price volatility.  Such assumptions are only used for making
the required  fair value  estimate and should not be considered as indicators of
future  dividend  policy or stock  price  appreciation.  Because  changes in the
subjective assumptions can materially affect the fair value estimate and because
employee stock options have characteristics  significantly  different from those
of traded options, the use of the Black-Scholes stock option valuation model may
not provide a reliable estimate of the fair value of employee stock options.

For  purposes of this pro forma  disclosure,  the  estimated  fair value of
options is amortized to expense over the options' vesting period. Such pro forma
impact  on  net  income  and  basic  and  dilutive  earnings  per  share  is not
necessarily  indicative  of future  effects on net income or earnings per share.
See also Note 14.

Note 10 - Discontinued operations and assets held for sale:

In December  2004, the Company's  board of directors  committed to a formal
plan to dispose of its Thomas Regout  operations in Europe.  Such operations met
all of the  criteria  under GAAP to be  classified  as an asset held for sale at
December 31, 2004,  and  accordingly  the result of  operations of Thomas Regout
have been classified as discontinued  operations for all periods  presented.  In
classifying the net assets of the Thomas Regout  operations as an asset held for
sale, the Company  concluded that the carrying  amount of the net assets of such
operations exceeded the estimated fair value less costs to sell such operations,
and  accordingly  in the fourth  quarter of 2004 the Company  recognized a $14.4
million  impairment  charge to  write-down  its  investment in the Thomas Regout
operations to estimated  realizable value. Such impairment charge represented an
impairment of goodwill.

In January 2005, the Company  completed the sale of such operations for net
proceeds  (net of expenses) of  approximately  $22.6  million.  The net proceeds
consisted of  approximately  $18.4 million in cash and a note  receivable in the
principal amount of $4.2 million.  The note receivable bears interest at a fixed
rate of 7% and is payable over four years. The note receivable is collateralized
by a  secondary  lien  on  the  assets  sold  and  is  subordinated  to  certain
third-party  debt of the  purchaser.  Accordingly,  the  Company  will no longer
report the results of  operations  of Thomas  Regout  subsequent to December 31,
2004.  The net  proceeds  from the sale of Thomas  Regout  approximated  the net
realizable value previously estimated at the time the goodwill impairment charge
was recognized.

Condensed  income  statement data for Thomas Regout is presented below. The
$14.4 million  impairment  charge is included in Thomas Regout's  operating loss
for 2004.  Interest  expense  included  in  discontinued  operations  represents
interest on certain  intercompany  indebtedness with CompX,  which  indebtedness
arose at the time of the  Company's  acquisition  of Thomas Regout prior to 2002
and corresponded to certain third-party  indebtedness of the Company incurred at
the time such operations were acquired.

Years ended December 31,
------------------------------------
2002          2003           2004
----          ----           ----
(In thousands)

Net sales                                                                   $31,278       $35,331       $ 41,694
=======       =======       ========

Operating income (loss)                                                     $    81       $(5,383)      $(10,609)
Other income (expense)                                                          687          (105)          (797)
Interest expense                                                             (1,298)       (1,390)        (1,501)
Income tax benefit                                                              206         2,373            410
-------       -------       --------

Net                                                                     $  (324)      $(4,505)      $(12,497)
=======       =======       ======== 

In accordance with generally accepted accounting principles, the assets and
liabilities  relating to Thomas Regout will be eliminated from the  Consolidated

F-23

Balance Sheet subsequent to the completion of the sale  transaction.  Therefore,
the assets and  liabilities  relating to Thomas Regout have been  aggregated and
presented  on the  Consolidated  Balance  Sheet at December 31, 2003 and 2004 as
current  and  noncurrent  "Assets  held for sale"  and  current  and  noncurrent
"Liabilities  related to assets held for sale".  The  Consolidated  Statement of
Cash Flows has not been  restated to reflect  discontinued  operations or assets
held for sale.

An analysis of the assets and liabilities held for sale is as follows:

December 31,
--------------
(In thousands)
2003                  2004
----                  ----

Current assets

Cash                                                                       $ 2,094               $ 4,234
Receivables, net                                                             4,302                 5,456
Inventories                                                                  5,347                 7,999
Other current assets                                                           977                   268
-------               -------
Total current assets                                                     $12,720               $17,957
=======               =======

Noncurrent assets
Goodwill                                                                   $14,596               $ 1,411
Deferred income tax                                                          1,642                 1,238
Plant, property and equipment, net                                           9,637                 8,315
-------               -------
$25,875               $10,964
=======               =======

Current liabilities
Accounts payable and accrued liabilities                                   $ 6,584               $ 4,419
Deferred income taxes                                                          505                   579
-------               -------
$ 7,089               $ 4,998
=======               =======

Noncurrent liabilities
Other noncurrent liabilities                                               $    21               $  -
=======               ====

Note 11 - Other general corporate income (expense), net:

Years ended December 31,
---------------------------------
2002          2003           2004
----          ----           ----
(In thousands)

Net foreign currency transaction gain (loss)                                $ (727)       $ (546)        $  185
Interest income                                                              1,607         1,570          1,612
Loss on disposal of property and equipment                                  (1,193)         (166)          (479)
Other income, net                                                               13           106            807
------        ------         ------

$ (300)       $  964         $2,125
======        ======         ======

In 2002,  net losses on  disposal  of property  and  equipment  included $1
million  loss  related  to  the  retooling  of  the  Company's  precision  slide
manufacturing  facility in Byron Center,  Michigan. The remainder of the charges
for  retooling  are  recorded  as cost of goods  sold and  relate to the cost of
moving  and  installing  machinery  and  equipment  as well as the  disposal  of
obsolete inventory.

Interest income  includes  accrued  interest  income of $1.3 million,  $1.4
million and $1.5  million in 2002,  2003 and 2004,  respectively,  on  long-term
notes receivable from Thomas Regout.

F-24

Note 12 -      Related party transactions:

The Company may be deemed to be controlled  by Harold C. Simmons.  See Note
1.  Corporations  that may be deemed to be controlled by or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate  transactions such as guarantees,
management and expense  sharing  arrangements,  shared fee  arrangements,  joint
ventures,  partnerships,  loans, options, advances of funds on open account, and
sales,  leases and  exchanges  of assets,  including  securities  issued by both
related  and  unrelated  parties  and  (b)  common  investment  and  acquisition
strategies,   business   combinations,    reorganizations,    recapitalizations,
securities  repurchases,  and  purchases and sales (and other  acquisitions  and
dispositions)  of  subsidiaries,   divisions  or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions  which  resulted  in the  acquisition  by one  related  party  of a
publicly-held  minority equity  interest in another  related party.  The Company
continuously considers,  reviews and evaluates, and understands that Contran and
related entities consider, review and evaluate such transactions. Depending upon
the business,  tax and other  objectives then relevant,  it is possible that the
Company might be a party to one or more such transactions in the future.

It is the policy of the  Company  to engage in  transactions  with  related
parties  on terms,  in the  opinion of the  Company,  no less  favorable  to the
Company than could be obtained from unrelated parties.

Under the terms of various  Intercorporate Service Agreements ("ISAs") with
Contran, Valhi and NL Industries,  Inc., (a majority-owned subsidiary of Valhi),
Contran, Valhi and NL have performed certain management, tax planning, financial
and  administrative  services for the Company on a fee basis over the past three
years.  Such fees are based upon estimates of time devoted to the affairs of the
Company by individual  Contran,  Valhi or NL employees and the  compensation  of
such persons.  Because of the large number of companies affiliated with Contran,
the Company believes it benefits from cost savings and economies of scale gained
by not having certain management, financial and administrative staffs duplicated
at each  entity,  thus  allowing  certain  individuals  to provide  services  to
multiple  companies but only be compensated by one entity. In addition,  certain
occupancy and related  office  services are provided  based upon square  footage
occupied.  Fees  pursuant to these  agreements  aggregated  $1,744,000  in 2002,
$2,138,000 in 2003 and $2,295,000 in 2004.

Tall Pines  Insurance  Company  (including a precedessor  company,  Valmont
Insurance  Company)  and EWI RE, Inc.  provide for or broker  certain  insurance
policies for Contran and certain of its subsidiaries  and affiliates,  including
the Company.  Tall Pines is a  wholly-owned  subsidiary  of Valhi,  and EWI is a
wholly-owned  subsidiary of NL. Prior to January  2002, an entity  controlled by
one of Harold C. Simmons'  daughters  owned a majority of EWI, and Contran owned
the  remainder  of EWI. In January  2002,  NL  purchased  EWI from its  previous
owners.  Consistent with insurance industry practices,  Tall Pines,  Valmont and
EWI receive commissions from the insurance and reinsurance  underwriters for the
policies that they provide or broker.  The aggregate premiums paid to Tall Pines
(including  Valmont) and EWI were  $1,094,000  in 2002,  $1,029,000  in 2003 and
$809,000 in 2004. These amounts principally  included payments for insurance and
reinsurance  premiums paid to third parties,  but also included commissions paid
to Tall Pines, and EWI. The Company expects that these  relationships  with Tall
Pines and EWI will continue in 2005.

Contran and  certain of its  subsidiaries  and  affiliates,  including  the
Company, purchase certain of their insurance policies as a group, with the costs
of  the  jointly-owned   policies  being  apportioned  among  the  participating
companies.  With  respect to  certain  of such  policies,  it is  possible  that
unusually  large losses  incurred by one or more insureds  during a given policy

F-25

period could leave the other  participating  companies without adequate coverage
under that policy for the balance of the policy period. As a result, Contran and
certain of its subsidiaries and affiliates,  including the Company, have entered
into a loss sharing  agreement under which any uninsured loss is shared by those
entities  who have  submitted  claims  under the  relevant  policy.  The Company
believes  the  benefits in the form of reduced  premiums  and  broader  coverage
associated  with  the  group  coverage  for  such  policies  justifies  the risk
associated with the potential for any uninsured loss.

Note 13 -      Commitments and contingencies:

Legal proceedings.  The Company is involved,  from time to time, in various
contractual,  product liability,  patent (or intellectual property),  employment
and other claims and disputes incidental to its business.  The Company currently
believes that the disposition of all claims and disputes, individually or in the
aggregate,  if any,  should not have a material  adverse effect on the Company's
consolidated financial condition, results of operations or liquidity.

Environmental matters and litigation. The Company's operations are governed
by various federal, state, local and foreign environmental laws and regulations.
The Company's policy is to comply with environmental laws and regulations at all
of its plants and to continually strive to improve environmental  performance in
association with applicable industry initiatives.  The Company believes that its
operations  are  in  substantial  compliance  with  applicable  requirements  of
environmental   laws.  From  time  to  time,  the  Company  may  be  subject  to
environmental regulatory enforcement under various statutes, resolution of which
typically involves the establishment of compliance programs.

Income taxes. From time to time, the Company undergoes  examinations of its
income tax returns,  and tax authorities  have or may propose tax  deficiencies.
The Company  believes that it has  adequately  provided  accruals for additional
income taxes and related interest expense which may ultimately  result from such
examinations and believes that the ultimate disposition of all such examinations
should  not  have  a  material  adverse  effect  on its  consolidated  financial
position, results of operations or liquidity.

Concentration of credit risk. The Company's  products are sold primarily in
North America to original  equipment  manufacturers.  The ten largest  customers
accounted for  approximately  38%, 44% and 43% of sales in 2002,  2003 and 2004,
respectively. The Hon Company accounted for approximately $20.5 million (11%) of
sales from all three segments at December 31, 2004.

Other.  Royalty expense was $708,000 in 2002, $450,000 in 2003 and $222,000
in 2004. Royalties relate principally to certain products manufactured in Canada
and sold in the United  States under the terms of a third-party  patent  license
agreements,  one of which expired in 2003 and the remaining agreement expires in
2021.

Rent expense,  principally for equipment, was $713,000 in 2002, $603,000 in
2003 and $744,000 in 2004. At December 31, 2003,  future  minimum  rentals under
noncancellable  operating leases are approximately $613,000 in 2005, $425,000 in
2006, $172,000 in 2007, $4,000 in 2008 and none in 2009.

Firm  purchase  commitments  for  capital  projects  in process and for raw
material and other purchase  commitments at December 31, 2004  approximated $3.3
million and $12.6 million, respectively. The purchase obligations consist of all
open purchase  orders and  contractual  obligations,  primarily  commitments  to
purchase raw materials.

F-26

Note 14 - Accounting principles not yet adopted:

Inventory costs.  The Company will adopt SFAS No. 151,  Inventory Costs, an
amendment of ARB No. 43,  Chapter 4, for  inventory  costs  incurred on or after

January 1, 2006.  SFAS No. 151 requires that the allocation of fixed  production
overhead costs to inventory shall be based on normal  capacity.  Normal capacity
is not defined as a fixed amount;  rather,  normal capacity refers to a range of
production  levels expected to be achieved over a number of periods under normal
circumstances,  taking into account the loss of capacity  resulting from planned
maintenance  shutdowns.  The amount of fixed overhead  allocated to each unit of
production is not increased as a consequence of idle plant or production  levels
below the low end of normal  capacity,  but instead a portion of fixed  overhead
costs  are  charged  to  expense  as  incurred.  Alternatively,  in  periods  of
production above the high end of normal  capacity,  the amount of fixed overhead
costs allocated to each unit of production is decreased so that  inventories are
not measured above cost.  SFAS No. 151 also  clarifies  existing GAAP to require
that  abnormal  freight and wasted  materials  (spoilage)  are to be expensed as
incurred.  The Company believes its production cost accounting  already complies
with the  requirements of SFAS No. 151, and the Company does not expect adoption
of SFAS No.  151 will  have a  material  effect  on its  consolidated  financial
statements.

Stock options.  The Company will adopt SFAS No. 123R,  Share-Based Payment,
as of  July  1,  2005.  SFAS  No.  123R,  among  other  things,  eliminates  the
alternative in existing GAAP to use the intrinsic value method of accounting for
stock-based  employee  compensation under APBO No. 25. Upon adoption of SFAS No.
123R,  the Company will  generally be required to recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date  fair value of the award,  with the cost  recognized  over the period
during  which an employee is  required to provide  services in exchange  for the
award (generally, the vesting period of the award). No compensation cost will be
recognized in the aggregate for equity  instruments  for which the employee does
not render the requisite service (generally,  the instrument is forfeited before
it has vested). The grant-date fair value will be estimated using option-pricing
models (e.g. Black-Sholes or a lattice model). Under the transition alternatives
permitted  under SFAS No.  123R,  the Company will apply the new standard to all
new awards  granted on or after July 1, 2005,  and to all awards  existing as of
June 30,  2005  which  are  subsequently  modified,  repurchased  or  cancelled.
Additionally,  beginning July 1, 2005, the Company will be required to recognize
compensation  cost for the portion of any  non-vested  award existing as of June
30, 2005 over the  remaining  vesting  period.  Because the number of non-vested
awards as of June 30, 2005 with respect to options granted by the Company is not
expected to be material, the effect of adopting SFAS No. 123R is not expected to
be significant  in so far as it relates to existing  stock  options.  Should the
Company,  however,  grant a  significant  number of options in the  future,  the
effect on the Company's consolidated financial statements could be material.

F-27

Note 15 - Quarterly results of operations (unaudited):

Quarter ended
---------------------------------------------------
March 31       June 30      Sept. 30        Dec. 31
--------       -------      --------        -------
(In millions, except per share amounts)

2003:

Net sales                                                  $ 42.3         $41.8         $ 44.1        $ 45.7
Operating income                                              2.5           1.7            3.0           2.2

Income from continuing operations                          $  1.3         $ 1.1         $  2.0        $  1.4
Discontinued operations                                      (0.7)         (0.8)          (2.4)         (0.6)
------         -----         ------        ------

Net income                                             $  0.6         $ 0.3         $ (0.4)       $  0.8
======         =====         ======        ======

Basic and diluted earnings (loss) per share:
Continuing operations                                    $ 0.08         $ 0.07        $ 0.13        $ 0.09
Discontinued operations                                   (0.04)         (0.05)        (0.16)        (0.04)
------         ------        ------        ------

$ 0.04         $ 0.02        $(0.03)       $ 0.05
======         ======        ======        ======

2004:
Net sales                                                  $ 43.6         $ 46.2        $ 46.2        $ 46.6
Operating income                                              2.3            4.8           5.1           3.5

Income from continuing operations                          $  1.6         $  3.0        $  3.5        $  1.4
Discontinued operations                                       -              0.3           0.3         (13.1)
------         ------        ------        ------

Net income (loss)                                      $  1.6         $  3.3        $  3.8        $(11.7)
======         ======        ======        ======

Basic and diluted earnings (loss) per share:
Continuing operations                                    $ 0.10         $ 0.20        $ 0.24        $ 0.09
Discontinued operations                                     -             0.02          0.02         (0.86)
-----         ------        ------        ------

$0.10         $ 0.22        $ 0.26        $(0.77)
=====         ======        ======        ======

The sum of the  quarterly  per share  amounts  may not equal the annual per
share amounts due to relative changes in the  weighted-average  number of shares
used in the per share computations.

During  the  fourth  quarter  of 2004,  the  Company  incurred  a charge of
approximately  $13.5  million (net of tax benefit of $0.9 million) to write-down
its investment in Thomas Regout to its estimated realizable value. See Note 10.

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of CompX International Inc.:

Our audits of the  consolidated  financial  statements  referred  to in our
report  dated March 30, 2005,  appearing in the 2004 Annual  Report on Form 10-K
also  included  an audit of the  financial  statement  schedules  listed in Item
15(a)(2) of this Form 10-K. In our opinion,  this financial  statement  schedule
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2005

S-1

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Additions
Balance at     charged to                                                Balance
beginning       costs and            Net              Currency           at end
Description            of year        expenses          deductions         translation         of year
------------------        ---------      ----------         ----------         -----------         -------

Year ended December 31, 2002:

Allowance for doubtful accounts                 $  571         $   48               $(124)              $  1            $  496
======         ======               =====               ====            ======

Amortization of other intangible assets         $1,010         $  240               $  -                $ (1)           $1,249
======         ======               =====               ====            ======

Year ended December 31, 2003:

Allowance for doubtful accounts                 $  496         $   36               $(234)              $ 15            $  313
======         ======               =====               ====            ======

Amortization of other intangible assets         $1,249         $  234               $  -                $ 19            $1,502
======         ======               =====               ====            ======

Year ended December 31, 2004:

Allowance for doubtful accounts                 $  313         $  115               $ (46)              $ 12            $  394
======         ======               =====-              ====            ======

Amortization of other intangible assets         $1,502         $  231               $  -                $ 14            $1,747
======         ======               =====               ====            ======

Note:  Above information is presented for continuing operations only.

S-2

Execution copy

SHARE PURCHASE AGREEMENT

relating to the shares in:

COMPX EUROPE B.V.

made on 24 January 2005 between:

COMPX INTERNATIONAL INC.

(as Seller)

and

ANCHOR HOLDING B.V.

(as Purchaser)

CONTENTS

Clauses

1. Interpretation

2. Sale/purchase and transfer of the Shares

3. Purchase Price and payment

4. Completion

5. Seller's Representations and Warranties

6. Due Diligence investigation

7. Limitation on Seller's liability

8. Handling of Warranty Claims

9. Off-settable losses

10. Severance payment

11. Purchaser's Warranties

12. Post-closing covenants

13. Intercompany trading balances

14. Trade names

15. Confidentiality

16. Non-competition

17. Public announcements

18. Assignment

19. Expenses

20. Miscellaneous

21. Notices

22. Governing law and competent court

Schedules and Annexes

Schedule 1        Representations and Warranties

(Annex 8.1 - Intellectual Property)

(Annex 4.1 - Audited Accounts 2003)

(Annex 5.1 - Interim Accounts)

Schedule 2        Disclosure Letter

(Annex I - Index of Data Room Documents)

Schedule 3     Purchaser's Warranties

Schedule 4     Transfer Deed

Schedule 5     Shareholders'   resolutions  in  respect  of  the  conversion  of
outstanding  debts  (including  accrued  interest) and relocation
provision into equity

Schedule 6     Shareholders'  resolutions  in  respect  of (i)  distribution  of
reserves  and  (ii)   appointment   and  dismissal  of  statutory
directors and dismissal of members of supervisory board

Schedule 7     Principal  Terms  and  Conditions  (regarding   distribution  and
agency)

Schedule 8     Patent License Agreement

Schedule 9     Subordinated Loan

SHARE PURCHASE AGREEMENT

This Share Purchase  Agreement (the  "Agreement") is made this 24 day of January
2005 between:

1.   COMPX INTERNATIONAL INC, a company incorporated under the laws of Delaware,
having its place of business  located at Three Lincoln Centre,  Suite 1700,
5430 LBJ Freeway, Dallas, Texas, USA 75240, hereinafter referred to as: the
"Seller";

and

2.   ANCHOR HOLDING B.V. a private  company  incorporated  under the laws of the
Netherlands,  having  its  statutory  seat in  Maastricht,  and  address at
Industrieweg 40 (6219 NR) Maastricht, the Netherlands, hereinafter referred
to as: the "Purchaser";

Party 1 and 2 are hereinafter  jointly  referred to as the "Parties" and each of
them a "Party";

WHEREAS:

A.   Seller  holds all issued  shares in the  capital of CompX  Europe  B.V.,  a
private company with limited liability, (besloten vennootschap met beperkte
aansprakelijkheid),  incorporated under the laws of the Netherlands, having
its statutory seat in Maastricht,  and address at Industrieweg 40 (6219 NR)
Maastricht, the Netherlands (the "Company");

B.   In turn, the Company holds - directly and/or  indirectly - the entire share
capital of Thomas Regout Holding B.V. ("TRH"), Thomas Regout Nederland B.V.
("TRN").  Thomas Regout B.V.  ("TR") and Thomas Regout  International  B.V.
("TRI") (the Company,  TRH, TRN, TR and TRI hereinafter jointly referred to
as the "Companies");

C.   Joost van Luyken in his capacity as member of the management  board of each
of the  Companies  has  expressed  its interest to purchase from the Seller
(through the Purchaser)  100% of the issued and  outstanding  shares in the
Company  being 200 ordinary  shares with a nominal value of (euro) 100 (the
"Shares");

D.   the Purchaser and the Seller have complied with their obligations  pursuant
to the Works Council Act (Wet op de  ondernemingsraden)  and the SER Merger
Code  2000  (SER-Fusiegedragsregels  2000)  and  no  objections  have  been
expressed  by  the  relevant   Works   Council(s)  to  the   (contemplated)
Transaction;

E.   to the extent  applicable,  the Purchaser and the Seller have complied with
the  obligations  pursuant  to  Chapter  5 of  the  Dutch  Competition  Act
(Mededingingswet);

F.   the Seller and the Purchaser have obtained the necessary internal approvals
to enter into the Transaction;

G.   Parties shall procure that the  outstanding  long term debts in the amounts
of (euro)  20,218,257  (excluding  accrued  interest) and (euro)  3,477,053
(excluding  accrued interest) payable by TR and the Company,  respectively,
to the Seller prior to the Completion  Date including the accrued  interest
thereon shall be converted into equity of the respective Companies no later
than on the Completion Date;

H.   this Agreement  sets forth the terms and  conditions  pursuant to which the
Seller has  accepted to sell and the  Purchaser  has agreed to purchase the
Shares (the "Transaction").

NOW IT IS HEREBY AGREED AS FOLLOWS:

Clause 1.         Interpretation

In this Agreement:

Audited
Accounts  means the audited statutory financial  statements of the Companies for
the period  ending 31 December  2003,  consisting  of a balance  sheet
reflecting  the financial  position of the Companies as at 31 December
2003,  the profit and loss  accounts for the period 1 May,  2003 up to
and including 31 December 2003 and the explanatory notes thereto which
financial  statements  are drawn up by the Seller in  accordance  with
Dutch GAAP;

Agreement means  this  share  purchase  agreement   including  all  Annexes  and
Schedules thereto;

Annex     any annex to any of the Schedules;

Awarded Amount

means the awarded amount as defined in Clause 5.4;

Business Day 
means a day,  other than a  Saturday  or  Sunday,  on which  banks are
generally open for business in Amsterdam, and collectively referred to
as "Business Days";

Breach of
Warranties
means any Warranty,  individually  or together with other  Warranties,
being wholly or partially  untrue,  inaccurate  or  misleading  on the
Completion  Date; 

Cash Purchase 
Price 
means  the cash  purchase  price as  defined  in  Clause 3 of this
Agreement;

CITA      means  Corporate  Income  Tax Act  (Wet  op de  vennootschapsbelasting
1969);

CIT       means Corporate Income Tax, being taxation based on application of the
CITA;

Communication
means the communication as defined in Clause 21.1 of this Agreement;

Company   means CompX Europe B.V.;

Companies mean the companies as defined under B of the preamble;

Completion      
means  the  completion  of the  sale and  purchase  of the  Shares  in
accordance with this Agreement;

Completion
Date      means 24 January 2005, or such other date as the Parties may agree;

Damages   means  damages as  referred  to in  section  6:96  Dutch  Civil  Code,
excluding consequential damages and loss of profit to the extent these
are not to be taken into account  pursuant to section 6:98 Dutch Civil
Code;

Data Room means the data room containing  documents and information  relating to
the   Companies   made   available   to  the   Purchaser   and   their
representatives  and advisers at the offices of the Company.  An index
of the documents and information provided to the Purchaser in the data
room is attached as Annex I to Schedule 2;

Disclosure
Letter    means the disclosure  letter referred to in Clause 5.1 and attached as
Schedule 2;

Due Diligence
Investigation 
means the financial,  tax and legal due diligence  investigation  that
Purchaser  and  its  advisors   conducted  into  the  affairs  of  the
Companies;

Interim
Accounts  mean the  unaudited  balance  sheet of the Company as at September 24,
2004 and the unaudited  income statement of the Company for the period
from January 1, 2004 to September  24, 2004,  attached as Annex 5.1 to
Schedule 1;

Notary    means  P.J.  Dortmond  or another  civil law notary of Stibbe,  or his
substitute;

Notary's Account
Number   means the notary's  account with account number  696.462.672 held with
ING;

Off-Settable Losses
means  the  off-settable  losses  as  defined  in  Clause  9.1 of this
Agreement;

Off-Settable Losses Indemnification

means the off-settable losses indemnification as defined in Clause 9.1
of this Agreement;

Party     means a party to this Agreement and collectively the "Parties";

Patent License
Agreement means the patent  license  agreement  defined in Clause 4 (xv) of this
Agreement and attached as Schedule 8;  

Principal terms and
Conditions
means the principal terms and conditions  (regarding  distribution and
agency)  defined in Clause 4 (xiv) of this  Agreement  and attached as
Schedule 7;

Purchaser means the Party referred to under 2 in the preamble to this Agreement;

Purchase
Price     means the purchase price as defined in Clause 3 of this Agreement;

Purchaser's
Warranties
mean the warranties by the Purchaser  referred to in Clause 11 of this
Agreement and set out in Schedule 3; 

Relevant Party 
means the relevant  party as defined in Clause 8.3 of this  Agreement;

Representations 
and Warranties 
mean the statements set out in Schedule 1;

Schedules any schedule to this agreement;

Seller    means the Party referred to under 1 in the preamble to this Agreement;

Seller's
Knowledge means the  knowledge of the Seller in its capacity as  shareholder  of
the Company and in its capacity as statutory director and, whereby the
knowledge  of the Seller in its  capacity  as  statutory  director  is
limited to its actual knowledge;

Shares    mean 100% of the  issued  and  outstanding  shares of the  Company  as
defined under C of the preamble;

Signing Date 
means the date of signing this Agreement, being the Completion Date;

Subordinated Loan
Agreement means the  subordinated  loan  agreement  defined in Clause 4 (xvi) of
this Agreement and attached as Schedule 9;

Taxes     mean value added tax, wage and personal income taxes,  social security
premiums, corporate income tax and capital tax;

Third Party
Claim     means a liability vis-a-vis or a dispute with a third party;

Transaction 
means the  transaction  as  defined  under H in the  preamble  of this
Agreement;

TR        

means the  company  as  defined  under B in the  preamble  of this
Agreement;

Transfer
Deed       
means  the  notarial  deed of  transfer  by which the  Shares  will be
transferred by the Seller to the Purchaser;

TRH      means the company as defined under B in the preamble of this Agreement;

TRI      means the company as defined under B in the preamble of this Agreement;

TRN      means the company as defined under B in the preamble of this Agreement;

VAT       means Value Added Tax, being taxation based on the Value Added Tax Act
(Wet op de omzetbelasting 1968);

Warranty
Claim     means any  individual  claim by the Purchaser in respect of any of the
Representations and Warranties.

Clause 2. Sale/purchase and transfer of the Shares

2.1  On the terms and  conditions  set out in this  Agreement  the Seller hereby
sells the Shares to the Purchaser,  and the Purchaser  hereby purchases the
Shares from the Seller.

2.2  Subject to  Completion,  the  Purchaser  shall be entitled to exercise  all
rights attached or accruing to the Shares as of the Completion Date.

2.3  The sale,  purchase  and  transfer  of the  Shares  shall take place on the
Completion  Date by means of signing this  agreement and the Transfer Deed,
which will be executed  before the Notary.  A copy of the Transfer Deed has
been  attached  hereto as Schedule  4. The Company  shall be a party to the
Transfer Deed, thereby acknowledging the transfer of the Shares.

Clause 3.            Purchase Price and payment

3.1  The purchase  price (the  "Purchase  Price") for the Shares shall amount to
(i) a cash payment in the amount of (euro)  14,800,000 (in words:  fourteen
million eight hundred  thousand  Euro(s)) (the "Cash  Purchase  Price") and
(ii) debt of the  Purchaser  in the amount of (euro)  3,200,000  (in words:
three  million two  hundred  thousand  Euro(s))  (to be  denominated  in US
dollars  on  the  Completion   Date)  pursuant  to  and  evidenced  by  the
Subordinated  Loan Agreement as described in Clause 4 (xvi).  It is assumed
that:

(i)  any increase of the consolidated  amount of shareholders equity as per
24 September 2004 until the  Completion  Date shall be for the benefit
of the Purchaser; and

(ii) no  payments  on  existing  long term debts  and/or  interest  payment
relating  thereto  have been made in the period  prior to the  Closing
Date.

3.2  The  Purchaser  shall pay the Cash Purchase  Price to the Notary's  Account
Number by telephonic transfer order on the Completion Date. Upon receipt by
the Notary of the Cash Purchase Price and upon  satisfaction of all payment
obligations of the Company pursuant to the  Subordinated  Loan Agreement as
referred to in Clause 4 (xvi),  the Purchaser  shall be deemed to have been
granted  discharge  by the  Seller  concerning  its  obligation  to pay the
Purchase Price.

Clause 4. Completion

On the Completion Date the following  actions and settlement shall take place in
the following order:

(i)    the Company  has  reimbursed  the Seller for the  payments it has made in
relation to the insurance coverage in the amount of (euro) 256,078;

(ii)   the Seller is hereby discharged by the Company from its (alleged) payment
obligation  in  the  amount  of  (euro)  485,292  regarding  the  royalty
agreement;

(iii)  the outstanding  long term debts including  accrued interest (as referred
to in recital G) shall be converted into equity by means of the execution
of the  resolutions  attached  hereto as  Schedule  5. The  Seller  shall
reimburse    the    respective    Companies    for   any    capital   tax
(kapitaalsbelasting) associated with these conversions. For the avoidance
of  doubt,  capital  tax  (kapitaalsbelasting)  due  as  a  result  of  a
conversion  into share capital of the  Companies  which takes place after
the Completion Date shall be borne and paid by the Purchaser;

(iv)   the Purchaser shall procure that a part of the Cash Purchase Price in the
amount of  (euro)  3,300,000  (in  words:  three  million  three  hundred
thousand  Euro(s))  has  been  paid to the  Notary's  Account  Number  by
telephonic transfer order;

(v)    a right of pledge on the Shares shall be  established by the Purchaser in
favor of the Rabobank Overname Financiering B.V. subject to the condition
precedent that the Shares have been  transferred  in accordance  with the
terms and conditions of this Agreement;

(vi)   the Seller shall transfer to the Purchaser  title to and ownership of the
Shares in accordance with Clause 2.3 of this Agreement;

(vii)  within the statutory  limits and the limits set by Dutch law distribution
out of the freely  distributable  reserves  of the  Companies  shall take
place by means of the  execution of the  resolutions  attached  hereto as
Schedule 6;

(viii) the Purchaser  shall pay a part of the Cash Purchase  Price in the amount
of (euro)  11,500,000  (in words:  eleven  million five hundred  thousand
Euro(s)) to the Notary's Account Number by telephonic transfer order;

(ix)   the  Purchaser  shall  pay to the  Seller  the  Cash  Purchase  Price  by
instructing  the Notary to transfer the Cash Purchase  Price  credited by
the Purchaser to the Notary's Account Number by telephonic transfer order
to an account number designated by the Seller in accordance with Clause 3
of this Agreement;

(x)    the Seller  shall  make  available  to the  Purchaser  the  shareholders'
registers of the Companies.  In the shareholders  register of the Company
the transfer of the Shares  shall be properly  recorded and signed by the
management board of the Company;

(xi)   Purchaser,  the Company, TRH, TRN and TR shall, in their capacity as sole
shareholder of respectively the Company TRH, TRN, TR and TRI, dismiss all
present  statutory  directors  of TRH,  TRN, TR and TRI,  grant them full
discharge  for their  management  until the  Completion  Date and appoint
Purchaser  as  statutory  director of the  Company,  TRH,  TRN and TR and
Familie  Van Luyken  B.V.  as  statutory  director of TRI by means of the
execution of the resolutions attached hereto as Schedule 6;

(xii)  the Company, in its capacity as sole shareholder of TRH, shall grant D.A.
Bowers and D.R.  Halbert as members of the supervisory  board of TRH full
discharge for their supervision until the Completion Date by means of the
execution of the resolution attached hereto as Schedule 6;

(xiii) the  Purchaser  shall  provide  the Seller with the  resignation  letters
signed by (i) CompX  International  Inc and J.M.B.J.  van Luyken in which
the  relevant  managing  director  resigns as  managing  director  of the
Company,  TRH,  TRN,  TR and TRI  immediately  after the  transfer of the
Shares,  and (ii) D.A.  Bowers  and D.R.  Halbert  in which the  relevant
supervisory  director resigns as supervisory  director of TRH immediately
after the transfer of the Shares;

(xiv)  the Purchaser and the Seller (or any of its group  companies) shall enter
into principal terms and conditions  (regarding  distribution and agency)
in the draft form attached hereto as Schedule 7 (the "Principal Terms and
Conditions");

(xv)   the Purchaser and the Seller (or any of its group  companies) shall enter
into a license  agreement in the draft form attached hereto as Schedule 8
(the "Patent License Agreement");

(xvi)  the  Purchaser  and the  Seller  shall  enter  into a  subordinated  loan
agreement  in the draft form  attached  hereto as  Schedule 9 pursuant to
which a loan is granted by the Seller to the  Purchaser for the remainder
of the Purchase Price,  amounting to Euro 3,200,000 (to be denominated in
US dollars on the Completion Date) (the "Subordinated Loan Agreement").

Clause 5. Seller's Representations and Warranties

5.1    Subject to the limitations set forth in this Clause 5 and Clause 6, 7 and
8 the Seller hereby represents and warrants to the Purchaser that each of
the matters  set forth in  Schedule 1 hereto is and will be true  correct
and not misleading at the Completion Date,  except for any matters and/or
circumstances that have been disclosed to the Purchaser in the Disclosure
Letter attached as Schedule 2.

5.2    The Seller  acknowledges  that the  accuracy of the  Representations  and
Warranties is essential for the  Purchaser's  decision to enter into this
Agreement on the terms contained  herein.  The Seller has no knowledge of
facts and  circumstances  which have not been  disclosed to the Purchaser
prior to the date of this Agreement,  which facts and  circumstances  can
reasonably  be  considered  as  having  any  material  relevance  for the
Purchaser entering into this Agreement.

5.3    The Purchaser acknowledges that the Representations and Warranties by the
Seller are  limited to the ones  contained  in  Schedule  1. The  Parties
exclude the  applicability  of the provisions of title 1 of Book 7 of the
Dutch Civil Code.

5.4    The Seller hereby  covenants and agrees with the Purchaser  that it shall
compensate  the  Purchaser  on a euro for  euro  basis  for all  Damages,
subject to the limitations, if any, of Clause 8, which may be incurred or
sustained by the  Purchaser  directly and  exclusively  resulting  from a
Breach of Warranties,  provided that such Damages have been awarded in an
amount which is immediately enforceable (uitvoerbaar bij voorraad) by the
relevant  courts (the "Awarded  Amount") or such claims have been settled
in accordance  with Clause 8. If and to the extent the Awarded Amount has
been paid by the Seller and is rejected by the  relevant  court of appeal
in appeal proceedings and therefore the Purchaser has incurred no Damages
(partially or wholly),  the rejected amount shall  immediately be paid by
the Purchaser to the Seller.

5.5    The Purchaser  hereby  covenants and agrees with the Seller that it shall
not set off, nor has a right to set off  (verrekenen)  any amount owed to
the Purchaser  resulting from a Breach of Warranties with any amount owed
to the Seller under the Subordinated  Loan Agreement and/or the Principal
Terms and Conditions.

5.6    The Seller cannot invoke force majeure against a claim based on Breach of
Warranties.

Clause 6. Due Diligence Investigation

6.1    The Purchaser has  conducted the Due Diligence  Investigation,  which Due
Diligence Investigation has been completed before the Completion Date. As
part of the Due  Diligence  Investigation,  the Seller has  provided  the
Purchaser with  information  and  documentation  listed in the Disclosure
Letter that is attached as Annex I to Schedule 2.

6.2    The  Purchaser  declares that it is not aware of any Breach of Warranties
or any claim or matter which could give rise to such breach.

Clause 7. Limitation on Seller's liability

7.1    The Seller  shall not be liable  for any  Warranty  Claim  unless (a) the
amount of any single Warranty Claim exceeds (euro) 10,000 (in words:  ten
thousand  Euro(s)),  whereby claims arising from the same  Representation
and  Warranty or in respect of the same  subject  matter or from the same
cause, set of facts or relating to the same type of asset or liability on
the balance  sheet,  shall be considered  one single  claim,  and (b) the
aggregate  amount of liability in respect of all Warranty  Claims exceeds
(euro) 75,000 (in words:  seventy five thousand  Euro(s)),  in which case
the Seller shall be liable for the aggregate amount.

7.2    The total  aggregate  liability  of Seller for claims  arising  out of or
related to this Agreement  (including  Warranty  Claims) shall not exceed
fifty per cent (50%) of the Purchase  Price,  being (euro)  9,000,000 (in
words: nine million Euro(s)).

7.3    The Seller shall have no liability in respect of any Warranty Claim:

(i)    to the extent that such  claims  would not have arisen but for (a)
any  change  in the  applicable  law or  taxes  or  interpretation
thereof  after the  Completion  Date  (whether  or not such change
purports  to  have  retroactive  effect),  (b) any  change  in the
accounting   policies  and  methods  applied  in  respect  of  the
Companies after the Completion Date; or

(ii)   to the extent that any  provision  or reserve has been made in the
Audited  Accounts  and/or the Interim  Accounts for matters giving
rise to a Warranty Claim; or

(iii)  to the extent it relates to any loss or Damages which is recovered
by the Purchaser and/or the Companies from its insurers.

7.4    The  liability  of the Seller in respect of any  Warranty  Claim shall be
reduced  by any Tax or  other  saving  directly  in  connection  with the
circumstances that give rise to a Warranty Claim.

7.5    Any payment made by the Seller in respect of any Warranty Claims shall be
deemed to be a reduction of the amount of the Cash Purchase Price.

Clause 8. Handling of Warranty Claims

8.1    The Purchaser shall inform the Seller in writing of any Warranty Claim as
soon as  reasonably  possible  and in any event  within 30 Business  Days
after the Purchaser  has become aware of such Warranty  Claim stating the
nature of the breach and - to the extent reasonably possible - the damage
sustained  or  expected,  failing  which no claim can be  brought  by the
Purchaser against the Seller on the basis of such Warranty Claim.

8.2    The  Seller  shall not be liable  for any  Warranty  Claim  unless it has
received written notice from the Purchaser:

(i)    in case of a Warranty Claim in respect of the  Representations and
Warranties  in  paragraph 6 of Schedule 1 (`Taxes')  within  three
months  after the date of expiry of the period of time  prescribed
by the applicable statute of limitations,

(ii)   in case of a  Warranty  Claim  in  respect  of the  Warranties  in
paragraph 2 (Corporate Standing),  3 (Capital and Shares), 7.2 and
7.3 of Schedule 1 within ten (10) years from the Completion  Date;
and

(iii)  in  case  of a  Warranty  Claim  in  respect  of any of the  other
Warranties within eighteen (18) months as of the Completion Date;

8.3    If a Breach of Warranty is the result of or connected  with a Third Party
Claim, the Purchaser shall ensure that:

(i)    the party  against  whom the Third Party Claim is made  ("Relevant
Party")  shall,  after mutual  consultation  of the Seller and the
Purchaser, do everything (or as the case may be refrain from doing
anything) to conduct a defence  against,  or  negotiate  about the
Third Party Claim concerned,  and to minimize the Damages that may
arise from the Third Party Claim;

(ii)   in  connection  with  the  defence   referred  to  above  in  this
paragraph,  the Relevant  Party shall only engage  advisors  after
consultation  with the Seller and the Purchaser,  or, at the joint
request of the Seller and the Purchaser give the Seller a power of
attorney to act in and out of court as agent of the Relevant Party
in respect of the  defence or  negotiations  relating to the Third
Party Claim.

8.4    To the extent  Seller  acts in and out of court as agent of the  Relevant
Party in respect of the  defence or  negotiations  relating  to the Third
Party  Claim as  referred  to above,  the Seller  shall have the right to
settle  or  defend,  at its own  expense  and with  its own  professional
advisors,  any Third Party Claim. The Purchaser shall co-operate with the
Seller in defence  and/or  negotiations  relating to a Third Party Claim,
including  but not  limited to  providing  without  charge  access to all
relevant  information,  which  may be  requested  by the  Seller  in this
respect.  The Purchaser shall not unreasonably  withhold its consent to a
settlement by the Seller of a Third Party Claim.  If the Seller wishes to
settle a Third Party  Claim,  and the  Purchaser  refuses to consent such
settlement  on  unreasonable  grounds,  the  liability  of the  Seller in
respect of such Third Party Claim shall be limited to the amount  offered
for the settlement.  The Purchaser shall not induce third parties to make
a Third  Party  Claim.  The Seller  shall not be liable  for Third  Party
Claims that are so induced.

8.5    In their manner of conduct in respect of a Third Party Claim, the parties
shall take into  account the  reasonable  interest of the other party and
the Seller shall thereby give reasonable consideration to the Purchaser's
interest in maintaining a commercial  relationship  between the Purchaser
and the third party. However, if any conflict arises between the Seller's
interest in minimizing any compensation to be paid to the third party and
the Purchaser's  interest in maintaining a commercial  relationship  with
the third party, the Seller's  interest in minimizing any compensation to
be paid to the third part shall in any event prevail.

Clause 9. Off-settable losses

9.1    The off-settable losses (compensabel verlies) (the "Off-Settable Losses")
of the Company  amounts to at least (euro)  1,400,000  on the  Completion
Date. If and to the extent the  Off-Settable  Losses are less than (euro)
1,400,000 the Seller shall reimburse the Company for the taxes related to
the  shortfall.  For the avoidance of doubt,  the liability of the Seller
shall not exceed the amount of (euro)  1,400,000  times the corporate tax
rate in effect at the time a shortfall is determined  (the  "Off-Settable
Losses Indemnification").

9.2    If and to the extent  that (i) the  conversions  set forth under G in the
preamble  of this  Agreement  result in  corporate  income  tax or (ii) a
current and/or deferred interest deduction related to the long term debts
of the Companies to the Seller is disallowed,  Seller shall reimburse the
Purchaser for the amount of the tax claim in addition to the Off-Settable
Losses Indemnification set forth in Clause 9.1.

9.3    The  disclosures  set forth in  paragraph  6.3 and 6.4 of the  Disclosure
Letter do not limit  Purchaser's  right to claim under Clause 9.2 of this
Agreement.

9.4    The Off-Settable Losses  Indemnification and any obligation of the Seller
to reimburse the Purchaser pursuant to Clause 9.2 shall not be subject to
the threshold set forth in Clause 7.1 of this Agreement.

Clause 10. Severance payment

The  obligation  assumed by the Seller to reimburse  the Purchaser for a maximum
amount of (euro) 100,000,  which  reimbursement  relates to the exit of Mr. P.J.
Collins,  has been reimbursed by the Seller by way of set off against the amount
payable by the Company to the Seller pursuant to Clause 4 (i) of this Agreement.

Clause 11. Purchaser's Warranties

11.1   The  Purchaser  represents  and  warrants  to the Seller that each of the
matters set forth in  Schedule 3 hereto is and will be true and  accurate
at the Completion Date, unless  explicitly  stated otherwise.  The Seller
acknowledges  that  the  Purchaser  Warranties  are  limited  to the ones
contained in Schedule 3.

11.2   The Purchaser hereby  covenants and agrees with the Seller that,  subject
to the other provisions of this Clause 11, it shall compensate the Seller
and indemnify it against any and all liabilities and damages which may be
incurred or  sustained  by the Seller  resulting  from or relating to any
misrepresentation or breach of warranty under the Purchaser Warranties.

11.3   If the  Seller  becomes  aware  of a  breach  pursuant  to the  Purchaser
Warranties,  it shall inform the Purchaser  thereof  (thereby stating the
nature if the fact circumstance or event concerned, as well as the amount
of the liabilities and damages  expected) as soon as reasonably  possible
and in any event  within 30  Business  Days  after the  Seller has become
aware of such breach, failing which no claim can be brought by the Seller
against the  Purchaser  on the basis of such breach  under the  Purchaser
Warranties.

Clause 12. Post-closing covenants

12.1   The Seller hereby  covenants and agrees with the Purchaser that as of the
Completion  Date until 1 July 2005 the  Companies can continue the use of
the license as granted to the Seller and its group companies  pursuant to
the  contract  that the Seller has entered into with Mc Afee on behalf of
its group companies.

12.2   The Seller hereby  covenants and agrees with the Purchaser that as of the
Completion  Date the  Companies  can  continue  the use of the license as
granted to the Seller and its group  companies  pursuant to the  contract
that the Seller has entered  into with  Microsoft  on behalf of its group
companies,  whereby  (the use of) such license is limited to the software
released by Microsoft  prior to the  expiration of the contract on 1 July
2005.  The  Companies  may install any  updates or  improvements  thereto
without incurring additional licensing fees.

12.3   In case at any time after Completion any further action is necessary from
either  the  Companies  and/or the  Seller  (or its group  companies)  to
complete  each other's tax filings  and/or audit  filings,  Parties shall
furnish to each other (and to their respective tax advisors and auditors)
and provide access to, all relevant  information as reasonably  requested
by the other party.  The Purchaser  shall ensure that the Companies shall
designate PricewaterhouseCoopers Accountants N.V. as to perform an annual
audit of their financial statements for the year 2004. The Seller and the
Purchaser shall procure that each of their group companies, employees and
advisors shall co-operate with the covenant described in this Clause 12.

12.4   The Seller hereby covenants and agrees with the Purchaser that within one
(1) month as of the Completion Date the domain names  "thomasregout.biz",
"thomasregout.net" and  "thomasregout.info" are transferred to TRI for no
consideration.

12.5   The Seller hereby covenants and agrees with the Purchaser that within six
(6)  month as of the  Completion  Date the  trademark  registered  in the
United States  Patent and  Trademark  Office in the name of Thomas Regout
USA Inc under registration  number 2,341,342 is transferred to TRI for no
consideration.

Clause 13. Intercompany trading balances

For the avoidance of doubt, the balance of payables and receivables  between the
Companies  on the one hand and Seller  and/or any of its group  companies on the
other hand,  other than the ones listed in Clause 4,  relating to their  trading
activities,  shall remain in place beyond the Completion  Date and be dealt with
in the ordinary course of business.

Clause 14. Trade names

14.1   Without  prejudice to the rights and obligations of the Parties  pursuant
to  the  Principal  Terms  and  Conditions,   Parties  hereby  agree  and
acknowledge that during a period of three (3) months as of the Completion
Date the Seller and/or its group  companies and the Purchaser  and/or the
Companies are entitled to use the trade names "CompX  Regout" and "Thomas
Regout".

14.2   The Seller and the  Purchaser  shall ensure that within six (6) months as
of the Completion Date, the formal names of Thomas Regout USA Inc and the
Company,  respectively,  shall be amended,  provided that the new name of
Thomas  Regout USA Inc, or any part  thereof,  shall not include the name
"Thomas  Regout" and the new name of the  Company,  or any part  thereof,
shall not include the name "CompX".

14.3   The  Parties to this  Agreement  hereby  agree and  acknowledge  that the
formal  names of the Seller and each and any of its group  companies  and
the Purchaser and each and any of the Companies,  respectively, shall not
(be amended as to) include the name "Thomas Regout", or any part thereof,
respectively, the name "CompX", or any part thereof.

Clause 15. Confidentiality

15.1   The Parties to this Agreement  shall treat as strictly  confidential  all
information regarding the contents of and/or the negotiations relating to
this Agreement. Each party may, however, disclose information which would
otherwise be  confidential,  if and to the extent (i) required by law, or
(ii) required by contractual obligations existing at the time of entering
into this  Agreement,  or (iii)  required by any  securities  exchange or
regulatory or  governmental  body to which the relevant party is subject,
or (iv) the  information has come into the public domain through no fault
of that party,  or (v) the other Parties have given prior approval to the
disclosure,  which approval shall not be unreasonably  withheld.  Each of
the  Parties  hereby  covenants  that  in  the  event  of  disclosure  of
information,  which would otherwise be confidential, it will consult with
the other Party as to the contents and form of the disclosure to be made.

15.2   Each of the Parties shall procure that its subsidiaries,  employees,  and
advisors shall act in accordance with the provisions of this Clause.

15.3   In the event  that a Party  breaches  any of its  obligations  under this
Clause,  the Party who is in breach shall, after having been given notice
of default by the other Party and if within twenty (20) days after having
received such notice the breach has not been  remedied,  become liable to
the other  Party for a penalty in the amount of Euro  250,000  (in words:
two  hundred  and fifty  thousand  Euro) for each such breach and without
prejudice to the right of the other Party to claim Damages.

Clause 16. Non-competition

16.1.  The  Seller  hereby  agrees  and  undertakes  that,  notwithstanding  the
arrangements made in the Principal Terms and Conditions, it will not:

o      in Europe,  without the prior written consent of Purchaser,  for a
period  of 3  (three)  years  from  the  Completion  Date,  either
directly or indirectly through any of its affiliated companies, as
principal,  consultant, sales representative,  agent, distributor,
shareholder or partner,  either  directly or indirectly,  solicit,
endeavor  to  solicit,  be engaged in  activities  which  directly
compete with the  business of the  Companies as carried out on the
Completion Date;

o      either  directly  or  indirectly  through  any of  its  affiliated
companies,  persuade,  cause or attempt to persuade any  employee,
distributor,  commercial  agent or any customer or supplier  doing
business  with the Companies on the  Completion  Date to terminate
his,  her or its  relationship  with  the  Companies,  or take any
action that may result in the impairment of such relationship.

16.2.  In the event  that  Seller  breaches  any of its  obligations  under this
Clause,  Seller  shall,  after having been given notice of default by the
Purchaser  and if within  twenty  (20) days after  having  received  such
notice the breach has not been  remedied,  become liable to the Purchaser
for a penalty in the amount of Euro  250,000  (in words:  two hundred and
fifty  thousand  Euro) for each such breach and for a penalty  payment of
Euro  10,000  (in  words:  ten  thousand  Euro) for each day such  breach
continues  and without  prejudice to the right of the  Purchaser to claim
Damages.

Clause 17. Public announcements

All public  announcements  in respect of (the subject  matter and provisions of)
this  Agreement  shall be agreed upon between the Parties,  not only as to their
contents but also with respect to their form and timing,  with the  exception of
those public announcements the Seller is required (i) by law or (ii) required by
any securities  exchange or regulatory or governmental  body to which the Seller
is  subject.  A copy of such  public  announcement  shall  be  submitted  to the
Purchaser after it has been released.

Clause 18. Assignment

None of the Parties may assign its rights and/or transfer its obligations  under
this Agreement, either in whole or in part, to any other party without the prior
written consent of the other Party.

Clause 19. Expenses

Each of the  Parties to this  Agreement  shall  bear its own costs and  expenses
incurred in connection with the  preparation and  consummation of this Agreement
and the  transaction  contemplated  thereby,  provided  that  the  costs  of the
transfer of the Shares shall be borne by the Purchaser.  The success fee of Boer
& Croon,  less any credit for hourly fees previously paid by the Company,  shall
be paid by the Seller whereas the hourly fees and cost paid and/or due to Boer &
Croon relating to the sale of the Company shall be borne by the Company.

Clause 20. Miscellaneous

20.1   This  Agreement  constitutes  the entire  agreement  between  the Parties
thereto  with  respect to the sale and  purchase of the Shares,  and this
Agreement  supersedes any and all earlier agreements,  either verbally or
in  writing,  between  the  Parties.  The  Schedules  and Annexes to this
Agreement form an integral part thereof.  Any reference to this Agreement
includes a reference to said Schedules and Annexes and vice versa.

20.2   The headings in this Agreement are for convenience only and do not affect
the  interpretation  of this  Agreement.  References in this Agreement to
Clauses,  Annexes and  Schedules are  references to Clauses,  Annexes and
Schedules of this Agreement.

20.3   In case of conflict  between or  inconsistency  of the provisions of this
actual  agreement  and the  contents of the  Schedules  or  Annexes,  the
provisions of this actual agreement shall prevail.

20.4   In case of  conflict  between  Dutch  legal  concepts  mentioned  between
brackets and/or in italics in this Agreement and the English  translation
thereof  as used in this  Agreement,  the  Dutch  text,  and its  meaning
thereof under Dutch law, will prevail.

20.5   If any provision of this Agreement  should be invalid or in any other way
unenforceable,  such provision shall be ineffective only to the extent of
such  unenforceability  or  invalidity  and  shall in no way  affect  the
enforceability  or validity of the remainder of such provision nor of the
other provisions of this Agreement. In that event the Parties shall after
mutual consultation amend such provision,  taking into account the spirit
of  the  Agreement,   and  replace  the  provision  that  is  invalid  or
unenforceable  by a provision that resembles the invalid or unenforceable
provision as closely as possible.

20.6   No failure on the part of any party to this Agreement to exercise, and no
delay in  exercising,  any right  under this  Agreement,  in the event of
breach of contract by any party hereto,  will operate as a waiver of such
right under this Agreement.

20.7   The Parties waive their right to rescind (ontbinden) this Agreement under
section 6:265 et seq. Dutch Civil Code.

Clause 21. Notices

21.1   Any  communication or document,  including process in any legal action or
proceedings,  which  either  party  may  desire  to  give or  deliver  in
connection with this Agreement (a "Communication") shall be:

(a)    in writing;

(b)    delivered  by  hand or sent by  registered  mail  (in the  case of
communications within the same country) or by airmail post (in the
case of communications  being sent from one country to another) or
by fax to the  addressee  at its  address or fax number set out in
Clause 21.3.

21.2   A Communication shall be deemed to have been given, if delivered by hand,
at the time of  delivery,  if sent by post,  on the second  Business  Day
after the  envelope  or package  containing  the same shall have been put
into the post or, if sent by fax, on the Business Day  following  the day
on which the same shall have been  transmitted  (provided  that a copy of
the  Communication is delivered by another means permitted by this Clause
as soon as is practicable).

21.3   The current  addresses and fax numbers of, and exterior markings required
by, the Parties for the purposes of Communications are as follows:

Seller

Compx International Inc.
Attn. Mr. D.A. Bowers
Address: P.O. Box 200 Old Mill Road, Mauldin, USA 29662
Fax number:       + 1 864 297 12 02
E-mail: dbowers@compxnet.com

With a copy to:

Stibbe
Attn. Mr. C.F. Hamersma
Address: Strawinskylaan 2001
1077 ZZ Amsterdam
Fax number:      + 31 20 546 07 15
E-mail: casper.hamersma@stibbe.com

Purchaser
Anchor Holding B.V.
Attn. Mr. J. M.B.J. van Luyken
Address: Industrieweg 40
6219 NR Maastricht
Fax number.       + 31 43 351 66 99
E-mail: j.vanluyken@tregout.nl

With a copy to:

Dijkstra Voermans Advocaten
Attn. Mr. R.H.C. Larsson
Address: Winthontlaan 2
3502 HB Utrecht
Fax number:       + 31 30 285 03 01
E-mail: risto.larsson@dvan.nl

Clause 22. Governing law and competent court

22.1   This Agreement  shall be construed in accordance  with and be governed by
the laws of the Netherlands.

22.2   In the  event of a  dispute  arising  out of or in  connection  with this
Agreement or further agreements  resulting thereof,  the Parties will use
their best efforts to resolve the matter  amicably  before  referring the
matter to court as meant in Clause 22.3

22.3   All disputes that should arise in connection  with the  Agreement,  or of
agreements relating thereto, shall be submitted to the competent court in
Amsterdam.

Thus agreed and signed in twofold on 24 January 2005.

CompX International Inc:

-----------------------------

Name:

Title:

-----------------------------

Name:

Title:

Anchor Holding B.V.:

-----------------------------

Name: Familie van Luyken B.V.

Title: Director

Execution Copy
USD 4,179,200
Loan Facility

SUBORDINATED LOAN AGREEMENT
made on 24 January 2005 between:
COMPX INTERNATIONAL INC.
(as Lender)

and

ANCHOR HOLDING B.V.
(as Borrower)

and

COMPX EUROPE B.V.
THOMAS REGOUT HOLDING B.V.
THOMAS REGOUT NEDERLAND B.V.
THOMAS REGOUT B.V.
THOMAS REGOUT INTERNATIONAL B.V.
(as Subsidiaries)

And

RABOBANK OVERNAME FINANCIERINGEN B.V. co6PERATIEVE RABOBANK MAASTRICHT E.O. U.

SUBORDINATED LOAN AGREEMENT

This Subordinated Loan Agreement (the "Agreement") is made this 24 January 2005
between:

1.     COMPX  INTERNATIONAL  INC.,  a  company  incorporated  under  the laws of
Delaware,  having its place of business  located at Three Lincoln Centre,
Suite 1700, 5430 LBJ Freeway.  Dallas,  Texas,  USA,  75240,  hereinafter
referred to as: the "Lender" and/or "CompX Inc";

2.     ANCHOR HOLDING B.V., a private company incorporated under the laws of the
Netherlands,  having its  statutory  seat in  Maastricht,  and address at
Industrieweg  40  (6219  NR)  Maastricht,  the  Netherlands,  hereinafter
referred to as: the "Borrower" and/or "Anchor";

3.     COMPX EUROPE B.V., a private company  incorporated  under the laws of the
Netherlands,  having its  statutory  seat in  Maastricht,  and address at
Industrieweg 40 (6219 NR) Maastricht, the Netherlands;

4.     THOMAS REGOUT HOLDING B.V., a private company incorporated under the laws
of the Netherlands,  having its statutory seat in Maastricht, and address
at Industrieweg 40 (6219 NR) Maastricht, the Netherlands;

5.     THOMAS REGOUT  NEDERLAND B.V., a private company  incorporated  under the
laws of the  Netherlands,  having its statutory seat in  Maastricht,  and
address at Industrieweg 40 (6219 NR) Maastricht, the Netherlands;

6.     THOMAS REGOUT B.V., a private company  incorporated under the laws of the
Netherlands,  having its  statutory  seat in  Maastricht,  and address at
Industrieweg 40 (6219 NR) Maastricht, the Netherlands;

7.     THOMAS REGOUT  INTERNATIONAL  B.V., a private company  incorporated under
the laws of the Nethedands,  having its statutory seat in Maastricht, and
address at Industrieweg 40 (6219 NR) Maastricht, the Netherlands;

8.     RABOBANK  OVERNAME  FINANCIERINGEN  B.V., a private company  incorporated
under the laws of the  Netherlands,  having its statutory seat in Utrecht
and address at Croeslaan 28 (3521 CD) Utrecht, the Netherlands ("ROF");

9.     COOPERATIEVE  RABOBANK MAASTRICHT e.o. U.A., a company incorporated under
the laws of the Netherlands,  having its statutory seat in Maastricht and
address  at  Van   Hasseltkade   20  (6211  CD)   Maastricht   ("Rabobank
Maastricht");

Party  2 up to  and  including  7 are  hereinafter  jointly  referred  to as the
"Companies";

Party  3 up to  and  including  7 are  hereinafter  jointly  referred  to as the
"Subsidiaries";

Party  1 up to  and  including  9 are  hereinafter  jointly  referred  to as the
"Parties" and each of them a "Party".

WHEREAS:

A.     On the date hereof the Lender and the  Borrower  have entered nto a share
purchase  agreement pursuant to which the Lender has accepted to sell and
the  Borrower  has agreed to purchase  all of the issued and  outstanding
shares of CompX Europe B.V. (the "SPA");

B.     It is a condition  under the SPA that the  Borrower  and the Lender enter
into this  Agreement  on the  Completion  Date (as  defined  in the SPA),
pursuant to which the Borrower  confirms to the Lender that the principal
amount  owed to the  Lender  amounts  to USD  4,179,200  (the  "Principal
Facility");

C.     For the purposes of acknowledgment  (and evidencing) an agreement between
on the one hand ROF and  Rabobank  Maastricht  and on the other  hand the
parties  listed  under 1 up to and  including  7 of the  preamble of this
Agreement, this Agreement is also signed by ROF and Rabobank Maastricht;

D.     The  Borrower  promises  and  undertakes  towards  the  Lender to pay the
Principal  Facility in accordance  with the terms and  conditions of this
Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Clause 1. The facility

Subject to the terms and conditions of this Agreement, the Borrower promises and
undertakes towards the Lender to repay the Principal Facility.

Clause 2. Interest rate

2.1    The interest rate  applicable  to the Principal  Facility is 7,0 per cent
(%)  per  annum.  Interest  shall  be  calculated  on  the  basis  of the
outstanding  balance of the Principal  Facility and shall accrue from day
to day,  and be  calculated  on the  basis  of a year of 360 days and the
actual number of days elapsed.

2.2    Accrued interest on the Principal  Facility is payable by the Borrower on
31 December 2008 ("Interest  Payment Date").  For the avoidance of doubt,
the claim for payment of accrued  interest on the  Principal  Facility is
subordinated in accordance with Clause 8 of this Agreement.

Clause 3. Repayment

3.1    The Borrower  undertakes to repay and shall repay the Principal  Facility
in  installments  on the dates and amounts set forth in this Clause 3, to
the Lender.

----------------------------------------------------------------------
Repayment Date                                   Installment
----------------------------------------------------------------------

----------------------------------------------------------------------
31 December 2005                                 USD 1,306,000
----------------------------------------------------------------------
31 December 2006                                 USD 1,306,000
----------------------------------------------------------------------
31 December 2007                                 USD 1,306,000
----------------------------------------------------------------------
31 December 2008                                 USD 261,200
----------------------------------------------------------------------

For the avoidance of doubt,  these installments may only be paid by the Borrower
and the claim  for  repayment  of the  Principal  Facility  is  subordinated  in
accordance with Clause 8 of this Agreement.

3.2    The  Borrower  may upon  giving the Lender at least 10  Business  Days (a
Business  Day  means a day on which  banks are open in  Amsterdam)  prior
written  notice  prepay the Lender  the whole of the  Principal  Facility
together with interest  accrued  thereon.  Any notice of such  prepayment
shall  be  irrevocable  and  shall  oblige  the  Borrower  to  make  such
prepayment  on the  thirtieth  Business Day  following  such notice.  The
Borrower  shall not be entitled to  reborrow  any amount so prepaid.  Any
amount  prepaid  under  this  Clause  3.2 shall be  applied  against  the
outstanding  balance of the  Principal  Facility.  For the  avoidance  of
doubt,  the  Borrower  may only  prepay  the  Principal  Facility  or any
interest accrued thereon in accordance with Clause 8 of this Agreement.

3.3    If a day on which any amount  under this  Agreement is due and payable is
not a  Business  Day,  the day for  payment of such  amount  shall be the
previous Business Day.

3.4    All sums  payable to the Lender  hereunder  shall be paid in full without
set-off or  counterclaim  and free and clear of and without any deduction
on account of any present or future  taxes,  levies,  duties,  charges or
withholdings of any nature.

Clause 4. Representations and warranties

Each of the Companies  makes the  representations  and  warranties set out in is
Clause 4 for the benefit of the Lender on the date of this Agreement.

(i)    each  of the  Companies  is a  private  company  with  limited  liability
(besloten vennootschap met beperkte  aansprakelijkheid) duly incorporated
under the laws of the Netherlands and validly  existing under the laws of
Netherlands;

(ii)   each of the Companies has the power to own its assets and to carry on its
business as it is being conducted;

(iii)  each of the  Companies  has the power to enter into and perform,  and has
taken all necessary corporate action to authorize the entry o performance
and delivery of this Agreement;

(iv)   the entry into and performance by each of the Companies of this Agreement
do not and will not: (i) conflict with any  applicable  law or regulation
or judicial or official order,  (ii) conflict with each of their articles
of association,  or (iii) conflict with any agreement or other instrument
which is binding upon the Companies or any asset of the Companies.

(v)    no (potential)  event of default  (within the meaning of Clause 6 of this
Agreement) is continuing or would result from the Companies entering into
this Agreement;

(vi)   except for any security  rights given for the benefit of ROF and Rabobank
Maastricht  under the  Finance  Documents  (as  defined  in Clause 8), no
security  rights are in  existence  with respect to the assets over which
security has been granted to the Lender pursuant to this Agreement;

(vii)  all   authorizations   required  in  connection   with  the  entry  into,
performance,  validity and  enforceability  of this  Agreement  have been
obtained or effected (as appropriate) and are in full force and effect;

(viii) the  Companies  are not aware of any facts or  circumstances,  which,  if
known to the  Lender,  would  cause  the  Lender  not to enter  into this
Agreement;

(ix)   no facts and/or  circumstances  have arisen which have a material adverse
effect on the  business  and the  financial  condition  of the  Companies
("Material Adverse Effect");

(x)    the  Companies  have not taken any  corporate  action  nor have any other
steps been taken or legal proceedings been started or threatened  against
each  of the  Companies  for  its  winding-up,  dissolution  or  for  the
appointment  of  a  receiver,  administrator,   administrative  receiver,
trustee  or  similar  officer  of the  Companies  or of any or all of the
Companies' assets or revenues.

Clause 5. Covenants

5.1    The Borrower shall notify the Lender of the occurrence of any event which
results  in or  may  reasonably  be  expected  to  result  in  any of the
representations  contained  in Clause 4 being  misleading  or untrue when
made.

5.2    The Borrower  shall notify the Lender of any  potential  event of default
and/or any actual  event of default  (within  the  meaning of Clause 6 of
this Agreement) promptly upon its occurrence.

5.3    Each of the  Companies  shall at all times  comply  with its  obligations
under this Agreement and shall promptly  notify the Lender of any failure
by it to comply and of the  occurrence  of any event which would or might
render it unable so to comply.

5.4    Each of the Companies shall not, without the prior written consent of the
Lender,  create or permit to subsist any mortgage,  pledge, lien, charge,
assignment or security  interest on any of its assets or revenues,  other
than such mortgage, pledge, lien, charge, assignment or security interest
created or  permitted  to  subsist  for the  benefit of ROF and  Rabobank
Maastricht.

5.5    The Companies shall not merge or legally merge (juridisch fuseren), other
than a merger between the  Subsidiaries,  consolidate with any company or
enter into a legal  division  (juridische  splitsing),  without the prior
written consent of the Lender.

5.6    The Borrower  shall ensure that at all times the claims  pursuant to this
Agreement  ranks at least  pan  passu  with  all its  other  subordinated
creditors  save  for the  preferred  claims  of the ROF and the  Rabobank
Maastricht and those whose claims are preferred by law.

5.7    The  Companies  will take out and maintain  adequate  insurances  against
risk,  which are  customarily  covered in the areas of  business in which
each of the Companies is or may become active.

5.8    The Companies shall not without prior written consent of the Lender enter
into any loan agreement, not as borrower or as lender, or provider in any
other manner of debt to a third party,  other than the subordinated  loan
agreements entered into by on the one hand, the Borrower and on the other
hand,  respectively,  Familie Van Luyken B.V., Mr. W.A.P. Soudant, L.J.M.
Moonen  Beheer B.V. and  Stichting  Werknemersparticipatie  Thomas Regout
International  on the  Completion  Date (as  defined  in the SPA) for the
aggregate  amount of EUR 200,000 and the  (subordinated)  loan agreements
entered  into  between  the  Borrower  and the ROF  and/or  the  Rabobank
Maastricht  nor shall the  Companies  grant any guarantee or security for
any  indebtedness  of any of the other  Companies  on any of their assets
other than those granted pursuant to this Agreement.

5.9    The Borrower shall submit to the Lender,  as soon as available and in any
event not later  than six  months  after the end of its  financial  year,
copies  of the  audited  (consolidated)  financial  statements  for  such
financial year of each of the Companies.

5.10   The Borrower shall submit to the Lender,  as soon as available and in any
event  not  later  than  15  Business   Days  after  each  month  of  the
consolidated  financial statements,  consisting of the balance sheet, the
profit and loss  statement  for the  current  month and the  year-to-date
period and a cash flow statement for the  year-to-date  period of each of
the Companies.

5.11   The Borrower shall from time to time at the request of the Lender, submit
to the Lender within a reasonable  period of time, with such  information
about the business and  financial  condition of each of the  Companies as
the Lender may  require in order to  adequately  determine  its  position
under this Agreement.

5.12   None of the  Companies  shall  without the prior  written  consent of the
Lender alter, amend or modify or cause to be altered, amended or modified
any of its agreements material to its business,  whereby any amendment or
modification  which is not  related  to the  material  provisions  of the
agreements falls outside the scope of this clause.

5.13   None of the  Companies  shall  dispose of any material  assets during the
term of this Agreement without the prior written consent of the Lender.

5.14   The Companies  shall not  materially  change their  business as presently
conducted during the term of this Agreement without prior written consent
of the Lender.

5.15   The Borrower shall  forthwith  notify the Lender if and to the extent the
Borrower has received a notification  (in writing or orally) from the ROF
and/or the Rabobank Maastricht with respect to the financial covenants as
stipulated in the debt financing.

Clause 6 Event of default

6.1    Each of the following events constitutes an event of default:

(i)    the  Borrower  does not pay any  amount  payable  by it under this
Agreement  in the manner and at the place at which it is expressed
to be payable;

(ii)   any  representation or warranty made in this Agreement shall prove
to have been untrue or misleading;

(iii)  any (other) loan or  indebtedness,  guarantee or other  obligation
for borrowed moneys of the Borrower becomes prematurely  repayable
or due following a default or if the Borrower  fails to pay on the
due date (after  allowing for 15 Business  Days of grace) any loan
indebtedness,  guarantee or other  obligation for borrowed  moneys
and the result of the foregoing  would be materially and adversely
affect the  ability of the  Borrower  to perform  its  obligations
hereunder;

(iv)   the  Borrower  ceases,  or  threatens  to  cease  to  carry on its
business or substantially the whole of its business;

(v)    the  Borrower  merges or legally  merges  (juridisch  fuseren)  or
consolidates  with any  company  other  than the  Subsidiaries  or
enters into a legal division (juridische  splitsing),  without the
prior written consent of the Lender;

(vi)   any  event or series of events  occurs  which,  in the  reasonable
opinion of the Lender, might have a Material Adverse Effect;

(vii)  the  Borrower:  () is  unable to pay its debts as they fall due in
all events of insolvency  and  bankruptcy,  however,  defined,  or
admits  inability to pay its debts as they fall due, (ii) suspends
making  payments on all or any class of its debts or  announces an
intention  to do so, or files for or is  granted a  moratorium  of
payments  (surseance van betaling),  (iii) makes a proposal to one
or  more  of its  creditors  with a view  to the  readjustment  or
rescheduling of any of its indebtedness, (iv) is involved in legal
proceedings  (or formal  steps have been taken to that extent) for
the  liquidation or dissolution of the Borrower,  or (v) ceases to
conduct its business as presently conducted;

(viii) a  shareholders'  meeting  is  convened  of the  Borrower  for the
purpose of  considering  any  resolution  for (or to petition for)
filing bankruptcy (faillissement);

(ix)   anyone  requests  the  competent  court to  declare  the  Borrower
bankrupt (in staat van faillissement to verkiaren),  which request
has not been dismissed within thirty days;

(x)    the Borrower is declared bankrupt (failliet verklaard);

(xi)   any  material  asset of any of the  Borrower  is  attached,  which
attachment is not discharged within thirty days;

(xii)  if the Borrower  violates any covenant made in this  Agreement and
such  violation  has not been  remedied by the Borrower  within 15
Business Days after giving notice by the Lender;

(xiii) if a change of control of the Borrower or the Subsidiaries occurs.
A change  of  control  means a change in the  shareholding  of the
Borrower and/or the  Subsidiaries in excess of 10% and such change
involves a party which is not a shareholder of the Borrower and/or
each  and  any of the  Subsidiaries  on the  Completion  Date  (as
defined in the SPA);

(xiv)  no  repayment  has taken  place by the  Borrower  to the Lender in
accordance with Clause 3 of this Agreement on two successive dates
on which an installment is due as described in Clause 3.1 while in
the same period any repayments  have taken place on two successive
dates by the  Borrower  (and/or  any of the  Subsidiaries)  to ROF
and/or Rabobank Maastricht under the Finance Documents (as defined
in Clause 8).

6.2    Upon the  occurrence of an event of default  within the meaning of Clause
6.1 and at any time  thereafter  for so long as such  event of default is
continuing,  the Lender may, by notice to the  Borrower,  demand that the
Principal Facility,  together with accrued interest and all other amounts
accrued under this  Agreement be immediately  due and payable,  whereupon
they shall  become  immediately  due and  payable.  For the  avoidance of
doubt,  the  Borrower  may only pay any amount as a result of an event of
default  (as  mentioned  in Clause  6.1) and the Lender  may only  demand
and/or  receive  such  payment  in  accordance  with  Clause  8  of  this
Agreement.

6.3    The events  described  in Clause 6.1 shall apply  accordingly  to any and
each of the Subsidiaries.

Clause 7. Security

The  Borrower  shall in order to secure its  obligations  under  this  Agreement
provide second ranking right of pledge on the shares in CompX Europe B.V. to the
Lender. The Lender shall not commence, initiate or carry out any action directed
at an execution,  recovery and/or redress at the expense of the Borrower or take
any other form of  recourse  against  the  Borrower  without  the prior  written
consent of ROF.

Clause 8. Subordination

8.1    Lender  herewith  subordinates  all its present and future  claims on the
Borrower (for the purpose of this clause  defined as Anchor  Holding B.V.
and/or  any of its  subsidiaries  or any other  company  in which  Anchor
Holding B.V.  has a direct or indirect  control)  under or in  connection
with this  Agreement  (the  "Claims") to the present and future claims of
ROF and Cooperatieve  Rabobank  Maastricht e.o. U.A.,  established at and
having its place of business in Maastricht,  the  Netherlands  (hereafter
jointly and severally referred to as the "Bank") on the Borrower pursuant
to one or more Loan Agreements  and/or  Facility  Agreements the Bank and
the  Borrower  have  entered  into  or  will  enter  into  (the  "Finance
Documents")  provided any repayments  are made in accordance  with Clause
8.2.

8.2    The claims of the Lender under this  Agreement  may be repaid if (i) such
repayment  consists  of the  annual  repayment  in  accordance  with  the
stipulations  of this  Agreement  and (ii)  ROF has  given  his  previous
written consent to such a repayment. If Lender request for ROF's consent,
ROF will decide on such request  within four weeks after having  received
the unqualified annual report of the Borrower regarding the year to which
the annual  repayments  relates (for the time to the year 2005).  ROF can
only withhold his written consent if in relation to the Borrower (one of)
the agreed  limits of the Cash Cover  Ratio,  the Total Net Debt / EBITDA
Ratio and the ratio  between the  consolidated  solvency and the total of
the balance as defined  below (the  "Agreed  Limits")  are/is or would be
broken by the  annual  repayment.  If the latter is the case and the Bank
considers  the Borrower in default under the Finance  Documents  then the
annual payment due to the Lender shall be deferred until such time as the
Borrower is in compliance with the Agreed Limits. Any annual payment that
has been  deferred will  continue to accrue  interest in accordance  with
Clause 2.1 except that such deferred payment will accrue interest at 10,0
per cent (%) per annum  from the due date of the next  annual  payment if
such  payment  has  not  been  made by the due  date of the  next  annual
payment. The ratio's as mentioned in the above are defined as follows.

Cash Cover Ratio:    The   consolidated   (Anchor   Holding  BV)  result  before
corporation  tax,  amortisation of intangible fixed assets,
depreciation,  extraordinary  profit / loss,  total finance
costs (EBITDA)  minus  investments  in  (in)tangible  fixed
assets   less   disposal  at  net   bookvalue,   and  minus
corporation tax divided by the consolidated  total net cash
interest  charges  of Anchor  Holding  BV plus  contractual
standard  repayments  on  interest  bearing  debt (=  excl.
additional repayments caused by the Cash Sweep). This ratio
will be determined annually based on the unqualified annual
report.

Agreed Limit:        < 1,1, on a consolidated basis.

Total Net Debt/EBITDA Ratio:  
the  total  consolidated  (Anchor  Holding  BV)  long  term
interest  bearing  debts of Anchor  Holding  BV  (excluding
subordinated  loans of seller  and  management  team)  plus
consolidated  short term  interest  bearing debt minus free
liquid  resources  divided  by the  consolidated  result of
Anchor Holding BV before  corporation tax,  amortisation of
intangibles,   depreciation,   extraordinary   profit/loss,
interest  income and cost.  This  ratio will be  determined
annually based on the unqualified annual report.

Agreed Limit:
2005               > 2,6
2006/2007          > 2,2
2008               > 1,4
2009               > 1,0

Solvency Agency:     the  consolidated  (Anchor Holding BV) risk bearing capital
of Anchor Holding  (including  subordinated loans of seller
and  management  team)  divided  by the total  consolidated
assets of Anchor  Holding.  This ratio  will be  determined
annualy based on the unqualified annual report.

Agreed Limit:        as from financial year 2005 < 20 % on a consolidated basis.

For the  purpose  of  computing  the  compliance  with the  Agreed  Limits,  the
calculation  shall be  completed  by the Bank  utilizing  the  annual  statutory
accounts of the  Borrower,  to be submitted to the Bank no later than on 1 March
of each  respective  year.  If  submission  does not take place by the  Borrower
before each of the above respective dates and consequently the annual payment is
delayed the accrued interest on the deferred annual payment will be continued at
10,0 per cent (%) per annum from 1 April of each respective year.

8.3    Parties acknowledge the subordination as mentioned under 8.1 and will act
accordingly.  The Borrower shall make no payment whatsoever to the Lender
in relation to any Claim and the Lender will claim and/or  receive  none,
except as provided for in this Agreement.

8.4    The Lender undertakes  towards the Bank, which accepts this,  without the
prior written  approval of the Bank, which approval will not unreasonably
be withheld,  not to ask or accept  repayment or prepayment of any of the
Claims  in  part or in  whole  (other  than  those  provided  for in this
Agreement,  for which that article contains a provision),  not to set off
nor  encumber  these  claims and not to ask or accept  security for these
claims,  as long as the bank has or may have any claims under the Finance
Documents.

8.5    The  Borrower  and the  Lender  each  warrant  towards  the Bank that the
information  which each of them have  provided  to the Bank in respect of
this Subordinated Loan Agreement, correctly and completely reflects their
mutual (legal) relationship concerning this Agreement.

8.6    The subordination as mentioned in this Clause will terminate upon written
notification of release by the Bank to the Lender.

8.7    The Borrower shall pay any and all reasonable  costs  associated with the
conclusion,  performance and execution of the subordination  mentioned in
this Clause,  including the costs of litigation  and internal or external
costs of legal assistance, regardless whether these reasonable costs have
been made towards the Borrower or third parties.

8.8    Non compliance by the Borrower of their  obligations  under this Clause 8
constitutes  an event of  default  under (at  least  one of) the  Finance
Documents.

8.9    The  subordination  as mentioned in this Clause does not affect the power
of the  Bank  to  extend  existing  loans  or  credit  facilities  to the
Borrower,  to reduce or  increase  any Loan or  Facility  or to amend the
terms  of (any of) the  Finance  Documents,  to  request  for  additional
security or release existing other security.

8.10   The  Lender  and the  Borrower  shall not  alter,  amend or  change  this
Subordinated Loan Agreement in any way without a previous written consent
by the Bank.

Clause 9. Miscellaneous

9.1    The headings in this Agreement are for convenience only and do not affect
the  interpretation  of this  Agreement.  References in this Agreement to
Clauses and  Schedules  are  references  to Clauses and Schedules of this
Agreement.

9.2    In case of  conflict  between  Dutch  legal  concepts  mentioned  between
brackets and/or in italics in this Agreement and the English  translation
thereof  as used in this  Agreement,  the  Dutch  text,  and its  meaning
thereof under Dutch law, will prevail.

9.3    If any provision of this Agreement  should be invalid or in any other way
unenforceable,  such provision shall be ineffective only to the extent of
such  unenforceability  or  invalidity  and  shall in no way  affect  the
enforceability  or validity of the remainder of such provision nor of the
other provisions of this Agreement. In that event the parties shall after
mutual consultation amend such provision,  taking into account the spirit
of  the  Agreement,   and  replace  the  provision  that  is  invalid  or
unenforceable  by a provision that resembles the invalid or unenforceable
provision as closely as possible.

9.4    No failure on the part of any party to this Agreement to exercise, and no
delay in  exercising,  any right  under this  Agreement,  in the event of
breach of contract by any party hereto,  will operate as a waiver of such
right under this Agreement.

9.5    The parties to this  Agreement  waive their right to rescind  (ontbinden)
this Agreement under section 6:265 et seq. Dutch Civil Code.

Clause 10. Assignment and transfer

10.1   The  Companies  may  not  assign  or  transfer  any of  their  rights  or
obligations under this Agreement.

10.2   The Lender may at any time:

(i)    assign  all or any part of its  rights  and  benefits  under  this
Agreement  to any of its group  companies  as  defined  in section
2:24b of the Dutch Civil Code; or

(ii)   transfer by way of substitution of contract  (contractsoverneming)
accordance  with  Clause  10.3 all of its rights  and  obligations
under this  Agreement to any of its group  companies as defined in
section 2:24b of the Dutch Civil Code.

10.3   Any  transfer  by the  Lender of its rights  and  obligations  under this
Agreement   shall  be  effected  in   accordance   with  the   applicable
requirements  of Dutch law (including but not limited to section 6:159 of
the Dutch  Civil  Code) and any other  applicable  laws and the  assignee
shall  confirm in  writing  prior to the  assignment  to the Bank and the
Companies  that  it  assumes  the  rights  and  obligations   under  this
Agreement. The Companies and the Bank hereby irrevocably grant in advance
their cooperation to transfer described in Clause 10.2.

10.4   If any of the previous  Clauses  allow of any  assignment  or transfer of
rights, the Lender shall not assign of transfer any of all of its rights,
claims,  obligations  and/or debts under the Subordinated  Loan Agreement
without a previous written consent by the Bank.  However,  the Lender may
at any time assign his rights and/or  obligations  under the Subordinated
Loan Agreement to one of its group companies.  The Companies and the Bank
hereby  irrevocably  grant in advance their  cooperation  to the transfer
described in this clause.

Clause 11. Notices

All notices or other  communications  under or in connection with this Agreement
shall be sent by registered mail or fax to the following addresses:  With regard
to CompX International Inc:

Address:                   Three Lincoln Centre, Suite 1700
5430 LBJ Freeway
Dallas, Texas, USA 75240

Attn. D.R. Halbert

Fax                        +1 972 448 1419

With regard to Anchor Holding B.V. (also on behalf of the Subsidiaries):

Address                    Industrieweg 40
6219 NR Maastricht

Attn. Mr. J.M.B.J. van Luyken

Fax                        +3143351 66 99

With regard to Rabobank Overname Finacierinq B.V.:

Address                    P.O. Box 17100
3500 HG Utrecht

Fax                        +31 30 216 17 02

With regard to Cooperatieve Rabobank Maastricht en omstreken U.A.:

Address                    Van Hasseltkade 20
6211 CD Maastricht

Fax                        +3143 328 18 41

Clause 12.        Governing law and competent court

12.1   This Agreement  shall be construed in accordance  with and be governed by
the laws of the Netherlands.

12.2   In the  event of a  dispute  arising  out of or in  connection  with this
Agreement or further agreements  resulting thereof,  the parties will use
their best efforts to resolve the matter  amicably  before  referring the
matter to court as meant in

12.3   All disputes that should arise in connection with this  Agreement,  or of
agreements relating thereto, shall be submitted to the competent court in
Amsterdam.

CompX Europe B.V.
Name:
Title:

Thomas Regout Holding B.V.
Name:
Title:

Thomas Regout Nederland B.V.
Name:
Title:

Thomas Regout B.V.
Name:
Title:

Thomas Regout International B.V.
Name:
Title:

Rabobank Overname Financiering B.V.
Name:
Title:

Co6peratieve Rabobank Maastricht en omstreken U.A.
Name:
Title:

Thus agreed and signed in twofold on 24 January 2005. CompX International Inc.

CompX International Inc.
Name:
Title:

Name:
Title:

Anchor Holding B.V.
Name:
Title:

Name:
Title:

TAX AGREEMENT
BETWEEN
NL INDUSTRIES, INC.
AND
COMPX INTERNATIONAL INC.

This Agreement is executed on October 5, 2004 but effective as of October
1, 2004 by and among NL Industries,  Inc. ("NL"), a Delaware  corporation having
its principal executive offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700,  Dallas,  Texas  75240,  Contran  Corporation   ("Contran"),   a  Delaware
corporation having its principal executive offices at Three Lincoln Centre, 5430
LBJ  Freeway,  Suite  1700,  Dallas,  Texas 75240 and CompX  International  Inc.
("CompX"),  a Delaware  corporation  having its principal  executive  offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.

Recitals

A. NL and CompX are  eligible  to file  consolidated  returns  of federal
income taxes and, subject to certain jurisdictional limitations, will be subject
to, or  continue  to be  subject  to,  combined  state  and local tax  reporting
effective October 1, 2004.

B. NL and CompX wish to provide for the  allocation of  liabilities,  and
procedures to be followed, with respect to federal income taxes of CompX and any
subsidiaries of CompX and with respect to certain  combined  foreign,  state and
local taxes on the terms of this Agreement.

Agreement

The parties hereto agree as follows:

Section 1.  Definitions.  As used in this Agreement,  the following terms
have the meanings set forth below:

(a) Code: The Internal Revenue Code of 1986, as amended,  and with
respect to any section thereof any successor  provisions  under such Code
or any successor Code.

(b) Combined Foreign, State and Local Taxes: For a taxable period,
the  amount of all  foreign,  state and local  taxes,  together  with all
interest and  penalties  with  respect  thereto,  for which  liability is
computed (1) on the basis of a combined,  unitary or consolidated  return
(whether at the  initiative  of the tax authority or of the taxpayer) and
(2) by reference  to one or more members of the CompX Group,  one or more
members of the NL Group and one or more members of the Contran  Group not
included in the CompX Group.

(c) Contran Corporation: A Delaware corporation that is the common
parent of a group of corporations electing to file a consolidated federal
income tax return and certain combined state and local returns.

(d) Federal  Taxes:  All federal  income taxes,  together with all
interest and penalties with respect thereto.

(e) NL Group: NL and those of its direct and indirect subsidiaries
which join in the filing of a consolidated federal income tax return with
its  common  parent,  Contran  (the  "Contran  Group"),  as such Group is
constituted  from time to time.  For purposes of this  Agreement  (to the
extent related to Combined Foreign,  State and Local Taxes), the term "NL
Group"  shall  include all direct and  indirect  subsidiaries  of NL with
reference  to  which  Combined   Foreign,   State  and  Local  Taxes  are
determined.

(f) CompX  Group:  CompX  International  Inc.  and each  direct or
indirect  subsidiary  of CompX which  would be a member of an  affiliated
group,  within the meaning of section 1504(a) of the Code, of which CompX
was the common parent,  as such Group is  constituted  from time to time.
For  purposes  of this  Agreement  (to the  extent  related  to  Combined
Foreign,  State and Local Taxes) , the term "CompX  Group" shall  include
all direct and  indirect  subsidiaries  of CompX with  reference to which
Combined, Foreign, State and Local taxes are determined.

(g) CompX Group Tax Liability: For a taxable period, the liability
for  Federal  Taxes and  Combined  Foreign,  State and  Local  taxes,  as
applicable,  that the CompX  Group would have had if it were not a member
of the NL Group or the  Contran  Group  during  such  taxable  period (or
during any taxable  period prior  thereto),  and instead filed a separate
consolidated return for such taxable period (and during all prior taxable
periods  beginning after October 1, 2004);  provided,  however,  that for
purposes  of  determining  such  liability  for a taxable  period all tax
elections  shall be consistent with the tax elections made by Contran for
such period.  In making such tax elections it is  understood  the Contran
Group will make those tax  elections  that are  beneficial to the Contran
Group on a consolidated  basis.  Nevertheless,  Contran will use its best
efforts in the case of those  elections  which affect the  computation of
the CompX Group Tax Liability,  to make elections in a reasonable  manner
so as to minimize the CompX Group Tax Liability.

Section  2.  Contran  as Agent.  Contran  shall be the sole agent for the
CompX Group in all matters relating to the CompX Group Tax Liability.  The CompX
Group shall not (a) terminate such agency or (b) without the consent of Contran,
participate,  or attempt to  participate,  in any  matters  related to the CompX
Group Tax Liability, including, but not limited to, preparation or filing of, or
resolution of disputes,  protests or audits with the Internal  Revenue  Service,
state or local taxing authorities  concerning,  the Contran Group's consolidated
returns of Federal Taxes, returns of Combined Foreign,  State and Local Taxes or
the CompX Group Tax  Liability  with  respect  thereto  for any  taxable  period
beginning  after  October 1, 2004.  The CompX  Group  shall  cooperate  fully in
providing  Contran with all information and documents  necessary or desirable to
enable  Contran  to  perform  its  obligations  under  this  Section,  including
completion  of  Internal  Revenue  Service  and  state or local  tax  audits  in
connection with such CompX Group Tax Liability and  determination  of the proper
liability for such CompX Group Tax Liability.

Section 3. Liability for Taxes; Refunds.

(a)  NL,  as the  common  parent  of the  CompX  Group,  shall  be
responsible  for,  and shall pay to  Contran  or a taxing  authority,  as
applicable,  the  consolidated tax liability for the NL Group and has the
sole right to any refunds received from Contran or a taxing authority, as
applicable,  subject  to  the  provisions  of  Sections  5 and 6 of  this
Agreement.

(b) Notwithstanding  any other provision of this Agreement,  CompX
and each  subsidiary  of CompX which is a member of the CompX Group shall
be severally liable to NL for the CompX Group Tax Liability.

(c) CompX  shall  indemnify  NL and hold it and the NL Group other
than the CompX Group,  harmless  from and against any  deficiency  in the
CompX Group Tax Liability that may be due to NL.

(d) NL  shall  indemnify  CompX  and hold it and the  CompX  Group
harmless from and against any Federal Taxes and Combined  Foreign,  State
and Local Taxes  attributable  to the NL Group or any other member of the
Contran Group,  other than the CompX Group,  as such taxes are determined
under this and other tax sharing agreements.

Section 4. Tax  Returns.  NL shall file on behalf of the CompX  Group any
and all federal,  foreign, state and local tax returns that are required as they
pertain to the CompX Group Tax  Liability.  The CompX  Group,  at NL's  request,
shall join in any  applicable  consolidated  returns  of  Federal  Taxes and any
returns of  Combined  State and Local  Taxes (for  which  returns  have not been
theretofore  filed) and  execute  its consent to each such filing on any form as
may be prescribed for such consent if such consent is required.  The decision of
NL's Tax Director(or any other officer so designated by NL) with  responsibility
for tax matters shall,  subject to the provisions of this Agreement,  be binding
in any dispute  between NL and the CompX Group as to what tax position should be
taken with respect to any item or transaction of the CompX Group.  The preceding
sentence  is  limited  to the tax  positions  that  affect  the CompX  Group Tax
Liability  and the  combined NL Group and Contran  Group.  In  addition,  NL and
members of the NL Group,  including CompX and members of the CompX Group,  shall
provide each other with such cooperation,  assistance and information as each of
them may  request  of the other with  respect  to the filing of any tax  return,
amended  return,  claim for refund or other document with any taxing  authority.
CompX  shall be solely  responsible  for all taxes due for the CompX  Group with
respect to tax  returns  filed by CompX or a member of the CompX  Group that are
required to be filed on a separate company basis, independent of NL.

Section 5. Payment of CompX Group Tax Liability for Federal Taxes.  On or
before each date, as determined  under section 6655 of the Code,  for payment of
an installment of estimated Federal Taxes, CompX shall pay to NL an amount equal
to the  installment  which the CompX Group would have been required to pay as an
estimated  payment of Federal Taxes to the Internal  Revenue  Service if it were
filing a  separate  consolidated  return  in  respect  of the  CompX  Group  Tax
Liability.  Any balance owed with respect to the CompX Group Tax  Liability  for
such  taxable  period shall be paid to NL on or before the 15th day of the third
month after the close of such taxable period. If it is not possible to determine
the amount of such  balance on or before  such day,  (a) a  reasonable  estimate
thereof  shall be paid on or before  such day,  (b) the  amount of such  balance
shall be finally determined on or before the earlier of; (i) the 15th day of the
ninth  month after the close of such  taxable  period and (ii) the date on which
the consolidated tax return  containing the CompX Group for such period is filed
with the Internal Revenue Service,  and (c) any difference between the amount so
determined  and  the  estimated  amount  paid  shall;  (i)  in  the  case  of an
underpayment,  be promptly paid to NL and (ii) in the case of an overpayment, be
promptly refunded or applied against the estimated CompX Group Tax Liability for
the immediately following tax period, at the option of NL. If the overpayment is
not applied to the immediately  following tax period,  such overpayment shall be
promptly  refunded to the CompX Group. As between the parties to this Agreement,
the CompX Group shall be solely  responsible  for the CompX Group Tax  Liability
and  shall  have no  responsibility  for  Federal  Taxes  of the NL Group or the
Contran  Group other than payment of the CompX Group Tax Liability in accordance
with the terms of this Agreement.

Section 6. Refunds for CompX Group Losses and Credits for Federal  Taxes.
If the  calculation  with respect to the CompX Group Tax  Liability  for Federal
Taxes results in a net  operating  loss ("NOL") for the current tax period that,
in the absence of a Code Section 172(b)(3) election made by Contran,  is carried
back under Code  Sections 172 and 1502 to a prior  taxable  period or periods of
the CompX Group with respect to which the CompX Group  previously  made payments
to NL, then,  in that event,  NL shall pay (or credit)  CompX an amount equal to
the tax refund to which the CompX Group would have been  entitled  had the CompX
Group filed a separate consolidated federal income tax return for such year (but
not in excess of the net aggregate  amount of the CompX Group Tax Liability paid
to NL with respect to the preceding  two taxable  periods).  If the  calculation
with respect to the CompX Group Tax Liability  results in an NOL for the current
tax period, that subject to the Code Section 172(b)(3) election made by Contran,
is not carried back under Code Sections 172 and 1502 to a prior  taxable  period
or periods of the CompX Group with respect to which CompX made payments to NL or
is not carried back because the Contran Group does not have a  consolidated  net
operating loss for the current tax period, then, in that event such NOL shall be
an NOL  carryover  to be used in  computing  the CompX Group Tax  Liability  for
future taxable  periods,  under the law applicable to NOL carryovers in general,
as such law applies to the relevant  taxable period.  Furthermore,  if the CompX
Group would have been entitled to a refund of Federal Taxes for any year had the
CompX Group filed a separate consolidated federal income tax return for the loss
year and the carryback  year, NL shall pay to CompX the amount which CompX would
have  received as a refund from the  Internal  Revenue  Service.  Payments  made
pursuant  to this  Section  6 shall be made on the  date  that  Contran  (or any
successor  common parent of a tax group to which the NL Group is a member) files
its  consolidated  federal  income tax return for the taxable  period  involved.
Principles  similar to those discussed in this Section 6 shall apply in the case
of the utilization of all CompX Group loss and credit carrybacks and carryovers.

Section 7. Payment of CompX Group Tax  Liability  for Foreign,  State and
Local Taxes. The foregoing  principles contained in Sections 5 and 6 shall apply
in similar fashion to any consolidated or combined foreign, state or other local
income tax returns,  containing any member of the NL Group and any member of the
CompX Group that is not also a member of the NL Group, which may be filed.

Section 8.  Subsequent  Adjustments.  If any settlement with the Internal
Revenue Service,  foreign,  state or local tax authority or court decision which
has become final  results in any  adjustment  to any item of income,  deduction,
loss or credit to the NL Group in respect of any taxable  period subject to this
Agreement,  which,  in any such  case,  affects  or relates to any member of the
CompX Group as  constituted  during  such  taxable  period,  the CompX Tax Group
Liability  shall be  redetermined to give effect to such adjustment as if it had
been made as part of or reflected in the original  computation  of the CompX Tax
Group  Liability  and proper  adjustment  of amounts paid or owing  hereunder in
respect  of such  liability  and  allocation  shall  be  promptly  made in light
thereof.

Section  9.  Amendments.   This  Agreement  may  be  amended,   modified,
superseded or cancelled,  and any of the terms,  covenants, or conditions hereof
may be  waived,  only by a written  instrument  specifically  referring  to this
Agreement  and executed by both  parties (or, in the case of a waiver,  by or on
behalf of the party waiving compliance). The failure of either party at any time
or times to require  performance of any provision of this Agreement  shall in no
manner affect the right at a later time to enforce the same. No waiver by either
party of any condition,  or of any breach of any term or covenant,  contained in
this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing  waiver of any such condition or breach,  or a waiver
of any other condition or of any breach of any other term or covenant.

Section 10.  Retention of Records.  NL shall retain all tax returns,  tax
reports,  related  workpapers  and all schedules  (along with all documents that
pertain to any such tax returns, reports or workpapers) that relate to a taxable
period in which the CompX Group is included in a  consolidated  or combined  tax
return  with NL. NL shall  make such  documents  available  to CompX at  CompX's
request. NL shall not dispose of such documents without the permission of CompX.

Section 11. Headings.  The headings of this Agreement are for convenience
of reference only, and shall not in any way affect the meaning or interpretation
of this Agreement.

Section 12. Governing Law. This Agreement shall be construed and enforced
in  accordance  with the laws of the  State of  Delaware  without  regard to its
conflicts of laws provisions.

Section  13.  Counterparts.  This  Agreement  may be executed in multiple
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute but one agreement.

Section 14. Successors. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective  subsidiaries,  and their
respective successors and assigns.

Section 15.  Effective  Date.  This  Agreement  shall be  effective as of
October 1, 2004.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement on
October 5, 2004 but effective October 1, 2004.

NL INDUSTRIES, INC.

By:                                         
---------------------------------------------
Kelly D. Luttmer
Tax Director
[Seal]

ATTEST:

CONTRAN CORPORATION

By:                                            
----------------------------------------------
William J. Lindquist
Senior Vice President

[Seal]

ATTEST:

COMPX INTERNATIONAL INC.

By:                                             
--------------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer and
Controller

[Seal]

ATTEST:

Exhibit 10.9

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF
EUROPEAN INVESTMENT COLLATERAL

THIS SECOND AMENDMENT TO CREDIT  AGREEMENT,  WAIVER AND RELEASE OF EUROPEAN
INVESTMENT COLLATERAL (this "Amendment") is made and entered into as of this 7th
day  of  January,  2005  by and  among  COMPX  INTERNATIONAL  INC.,  a  Delaware
corporation (the "Borrower"),  the banks and lending  institutions  party to the
Credit Agreement referred to below (the "Lenders"),  and WACHOVIA BANK, NATIONAL
ASSOCIATION,  a national banking association,  in its capacity as administrative
agent for the Lenders (the "Administrative Agent").

The  Lenders  have  extended  certain  credit  facilities  to the  Borrower
pursuant to the Credit  Agreement dated as of January 22, 2003, by and among the
Borrower,  the  Lenders  and the  Administrative  Agent (as amended by the First
Amendment to Credit  Agreement  dated as of October 20,  2003,  and as otherwise
amended,  restated,  supplemented  or  modified  from time to time,  the "Credit
Agreement").

The Borrower desires to dispose of its European subsidiaries (the "European
Subsidiary  Sale")  through a sale of all of the capital  stock of CompX  Europe
B.V., a Netherlands corporation ("CompX Europe").

The Borrower has requested that the  Administrative  Agent and the Lenders:
(i) waive the asset  sale  prohibition  in the  Credit  Agreement  to the extent
necessary  to permit the  European  Subsidiary  Sale,  (ii) waive the  mandatory
commitment reduction  requirements in the Credit Agreement as it pertains to the
European Subsidiary Sale, (iii) waive the investment restriction covenant in the
Credit  Agreement  to the extent  necessary  to permit the  Borrower  to receive
partial  payment for the European  Subsidiary Sale in the form of a subordinated
note from the purchaser  thereof (the  "Subordinated  Note");  (iv) delete CompX
Europe and each of its  direct and  indirect  subsidiaries  from the  subsidiary
schedule to the Credit  Agreement,  and (v) release  that portion of the capital
stock of CompX  Europe  which is  pledged  to the  Administrative  Agent for the
benefit of the Lenders  pursuant to the Collateral  Agreement (as defined in the
Credit Agreement).

NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.  Capitalized  Terms.  All  capitalized  undefined  terms  used  in  this
Amendment shall have the meanings assigned thereto in the Credit Agreement.

2. Waivers under Credit  Agreement.  So long as (a) immediately  before and
after  giving  effect  hereto  there  shall exist no Default or Event of Default
under the Credit Agreement, (b) the proceeds to Borrower represented by cash and
the  principal  amount  of any note  issued  by the  purchaser  of CompX  Europe
(including  but  not  limited  to  the  Subordinated  Note)  from  the  European

Subsidiary Sale shall be at least US$20,000,000, and (c) the European Subsidiary
Sale shall be consummated pursuant to a sale agreement in substantially the form
and on  substantially  the  terms  furnished  to the  Administrative  Agent  and
approved by it in its reasonable  discretion,  the Lenders hereby waive: (i) the
provisions  of Section  10.5 of the  Credit  Agreement  (Limitations  on Sale of
Assets) to the extent necessary to permit the European Subsidiary Sale; (ii) the
provisions of Section 2.7 of the Credit  Agreement  (Permanent  Reduction of the
Aggregate  Commitment and the Alternative  Currency Commitment) to eliminate the
requirement  that the  Aggregate  Commitment  be reduced by the  proceeds of the
European Subsidiary Sale, it being agreed that the Aggregate  Commitment will be
unchanged  thereby;  and (iii) the  provisions  of  Section  10.3 of the  Credit
Agreement (Limitation on Loans,  Advances,  Investments and Acquisitions) to the
extent necessary to permit the Borrower to accept non-cash consideration for the
European  Subsidiary Sale in the form of a subordinated  note from the purchaser
of CompX Europe in an aggregate principal amount not to exceed  (euro)4,000,000;
each of such  foregoing  waivers  to take  effect as of the  Effective  Time (as
defined below).

3. Amendment to Schedule  6.1(b) to Credit  Agreement.  Effective as of the
Effective  Time (as  defined  below),  Schedule  6.1(b) to the Credit  Agreement
(Subsidiaries)  is hereby amended to delete the references to CompX Europe B.V.,
Thomas Regout Holding B.V., Thomas Regout Nederland B.V., Thomas Regout B.V. and
Thomas Regout International B.V.

4. Release of Pledged Stock. Effective as of the Effective Time (as defined
below), the  Administrative  Agent and the Lenders hereby release their lien and
security  interest in the capital stock of CompX Europe pledged  pursuant to the
Collateral Agreement.

5. Effective Time of this Amendment;  Deadline for European Subsidiary Sale
Permissions.  This  Amendment  shall become  effective  (the  "Effective  Time")
simultaneously  with the closing of the  European  Subsidiary  Sale,  subject to
fulfillment of the following conditions:

(a) Amendment Documents.  The Administrative Agent shall have received
this Amendment executed by the Borrower,  each of the Subsidiary Guarantors
and each of the Lenders.

(b) Amendment Fee. The Administrative  Agent shall have received,  for
the account of each Lender on or prior to the date of execution  hereof, an
amendment fee in an amount equal to 0.05% of the  aggregate  amount of each
Lender's Commitment,  which amendment fee shall be nonrefundable whether or
not the European  Subsidiary  Sale is  consummated  and whether or not this
Amendment ever becomes effective.

(c)  European  Subsidiary  Sale  Conditions;   Deadline  for  European
Subsidiary  Sale.  Each of the conditions set forth in clauses (a), (b) and
(c) of  Section  2  hereof  shall  have  been  satisfied  and the  European
Subsidiary  Sale shall have closed no later than the first  anniversary  of
the date hereof (as set forth in the preamble hereto).

(d) Sale Agreement;  Other Documents.  The Administrative  Agent shall
have  received a true and correct copy of the sale  agreement and any other
relevant  associated  agreements  effecting the European Subsidiary Sale in
substantially  the final form  thereof  and shall have  received  any other
documents, certificates or instruments reasonably requested thereby.

If any of the foregoing  conditions to the effectiveness of this Amendment shall
remain  unsatisfied  at  the  closing  of the  European  Subsidiary  Sale,  then
notwithstanding the prior execution hereof by the parties hereto, this Amendment
and the waivers,  amendment and release  otherwise  effected hereby shall become
null and void and of no further force and effect,  without any further action on
the part of any party  hereto,  and the Credit  Agreement,  Loan  Documents  and
Collateral  shall  continue  as in effect  without  giving  effect to any of the
waiver,  amendment  or release  provisions  hereof;  provided,  however,  that ,
notwithstanding the foregoing, Borrower shall remain obligated for the amendment
fee and all costs and expense reimbursements provided for herein.

6. Effect of the Amendment. Except as expressly modified hereby, the Credit
Agreement  and the other  Loan  Documents  shall be and remain in full force and
effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to,
a  modification  or  amendment  of,  any other term or  condition  of the Credit
Agreement  or any other Loan  Document  or (b) to  prejudice  any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in  connection  with the Credit  Agreement or the other Loan
Documents or any of the  instruments or agreements  referred to therein,  as the
same may be amended or modified from time to time.

7. Representations and Warranties/No Default.

(a) By its execution  hereof,  the Borrower hereby  certifies that (i)
each  of the  representations  and  warranties  set  forth  in  the  Credit
Agreement  and the other Loan  Documents is true and correct as of the date
hereof (before and after giving effect to the European  Subsidiary Sale and
the  waivers   hereunder)   as  if  fully  set  forth  herein  unless  such
representations  and  warranties  relate to a specific  date, in which case
such  representations  and warranties  shall be true and correct as of such
specific  date and (ii) no Default or Event of Default has  occurred and is
continuing  as of the date hereof nor will such Default or Event of Default
exist under the Credit Agreement (including without limitation,  Article IX
(Financial Covenants) thereof) after giving effect to this Amendment and to
the European Subsidiary Sale.

(b) By its execution hereof, the Borrower represents and warrants that
as of the date hereof there are no claims or offsets against or defenses or
counterclaims  to any of the  obligations of the Borrower or any Subsidiary
Guarantor under the Credit Agreement or any other Loan Document.

(c) By its  execution  hereof,  the  Borrower  hereby  represents  and
warrants  that the Borrower and each  Subsidiary  Guarantor  has the right,
power and authority and has taken all necessary  corporate and other action
to authorize the execution,  delivery and performance of this Amendment and
each other document executed in connection  herewith to which it is a party
in accordance with their  respective  terms.  This Amendment and each other
document  executed  in  connection  herewith  has been  duly  executed  and
delivered  by the  duly  authorized  officers  of  the  Borrower  and  each
Subsidiary  Guarantor,  and each such document constitutes the legal, valid
and binding  obligation  of the  Borrower  and each  Subsidiary  Guarantor,
enforceable in accordance with its terms.

8.  Acknowledgement  by Subsidiary  Guarantors.  By their execution hereof,
each of the Subsidiary  Guarantors hereby expressly (a) consents to the waivers,
release, modifications and amendments set forth in this Amendment, (b) reaffirms
all  of  its  respective  covenants,   representations,   warranties  and  other
obligations  set forth in the Subsidiary  Guaranty  Agreement and the other Loan
Documents  to which it is a party and (c)  acknowledges,  represents  and agrees
that its respective covenants, representations, warranties and other obligations
set forth in the Subsidiary  Guaranty  Agreement and the other Loan Documents to
which it is a party remain in full force and effect.

9. Costs and Expenses. The Borrower shall pay all reasonable  out-of-pocket
costs and  expenses of the  Administrative  Agent  invoiced  to the  Borrower in
connection  with the  preparation,  execution  and  delivery of this  Amendment,
including,  without limitation, the reasonable fees and disbursements of counsel
for the Administrative Agent.

10.  Governing  Law. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY,  CONSTRUED  AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.

11. Counterparts.  This Amendment may be executed in separate counterparts,
each of which when  executed and delivered is an original but all of which taken
together constitute one and the same instrument.

12. Fax Transmission.  A facsimile,  telecopy or other reproduction of this
Amendment may be executed by one or more parties hereto, and an executed copy of
this  Amendment  may be delivered by one or more parties  hereto by facsimile or
similar  instantaneous  electronic  transmission  device  pursuant  to which the
signature  of or on behalf of such  party can be seen,  and such  execution  and
delivery shall be considered valid,  binding and effective for all purposes.  At
the request of any party hereto, all parties hereto agree to execute an original
of this  Amendment  as well as any  facsimile,  telecopy  or other  reproduction
hereof.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date and year first above written.

BORROWER:

COMPX INTERNATIONAL INC., as Borrower

By:                                    
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Name:                                           
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Title:                                          
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SUBSIDIARY GUARANTORS:

COMPX SECURITY PRODUCTS, INC.

By:                                         
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Name:                                       
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Title:                                      
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THOMAS REGOUT USA, INC.

By:                                         
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Name:                                       
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Title:                                      
------------------------------------

AGENT AND LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION, 
as Administrative Agent and Lender

By: 
-----------------------------------
Name:                                       
-----------------------------------
Title: 
-----------------------------------

COMPASS BANK, as Lender

By:                                         
------------------------------------
Name:                                       
------------------------------------
Title:                                      
------------------------------------

COMERICA BANK, as Lender

By: 
----------------------------------
Name:                                       
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Title:                                      
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EXHIBIT 21.1     SUBSIDIARIES OF THE REGISTRANT

% of Voting
Securities
Jurisdiction of        Held at December
Incorporation or              31,
Name of Corporation                                                          Organization               2004
-----------------------------------                                        ----------------          -------

Waterloo Furniture Components Limited                                  Canada                             100

CompX Security Products Inc.                                           Delaware                           100

CompX Europe B.V.                                                      the Netherlands                    100
Thomas Regout Holding B.V.                                           the Netherlands                    100
Thomas Regout Nederland B.V.                                       the Netherlands                    100
Thomas Regout B.V.                                                 the Netherlands                    100
Thomas Regout International B.V.                                   the Netherlands                    100

Thomas Regout U.S.A., Inc.                                             Michigan                           100

CompX Asia Holding Corporation                                         Malaysia                           100
Dynaslide Corporation                                                Taiwan                             100
CompX (H.K.) Corp.                                                 British Virgin                     100
Islands
CompX SFC, Inc.                                                        Delaware                           100

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to  the   incorporation  by  reference  in  the  (i)
Registration  Statement  on Form  S-8  (Form  S-8  No.  333-47539)  and  related
Prospectus  pertaining to the CompX  International Inc. 1997 Long-Term Incentive
Plan and (ii)  Registration  Statement on Form S-8 (Form S-8 No.  333-56163) and
related Prospectus pertaining to the CompX Contributory Retirement Plan of CompX
International Inc. of our reports dated March 30, 2005 relating to the financial
statements and financial statement schedules which appear in this Form 10-K.

PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2005

Exhibit 31.1

CERTIFICATION

I, David A. Bowers,  the Vice  Chairman of the Board,  President  and Chief
Executive Officer of CompX International Inc., certify that:

1)   I have  reviewed  this  annual  report on Form 10-K of CompX  International
Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
a material  fact or omit to state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements
were made,  not  misleading  with  respect  to the  period  covered by this
report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in  this  report,  fairly  present  in all  material
respects the financial  condition,  results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules  13a-15(e) and 15d - 15(e)) for the registrant and we
have:

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;

b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation;  and 

c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

5)   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting, to
the registrant's  auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a)   All  significant  deficiencies  in the design or operation of internal
control  over  financial  reporting  which  are  reasonably  likely to
adversely  affect  the  registrant's   ability  to  record,   process,
summarize and report financial information; and

b)   Any fraud, whether or not material,  that involves management or other
employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Date:  March 30, 2005

/s/David A. Bowers
------------------------------------
David A. Bowers
Vice Chairman of the Board, President
and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Darryl R. Halbert,  the Vice President,  Chief  Financial  Officer and
Controller of CompX International Inc., certify that:

1)     I have reviewed  this annual  report on Form 10-K of CompX  International
Inc.;

2)     Based on my knowledge,  this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements  made,  in  light  of  the  circumstances   under  which  such
statements  were made, not misleading  with respect to the period covered
by this report;

3)     Based on my knowledge,  the  financial  statements,  and other  financial
information  included  in this  report,  fairly  present in all  material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4)     The  registrant's  other  certifying  officer and I are  responsible  for
establishing  and  maintaining  disclosure  controls and  procedures  (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and we have:

a)   Designed such disclosure controls and procedures,  or caused such
disclosure  controls  and  procedures  to be  designed  under our
supervision,  to ensure that material information relating to the
registrant,  including  its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly during
the period in which this report is being prepared;

b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
controls  and   procedures  and  presented  in  this  report  our
conclusions  about the  effectiveness of the disclosure  controls
and  procedures,  as of the  end of the  period  covered  by this
report based on such evaluation; and

c)   Disclosed in this report any change in the registrant's  internal
control  over  financial   reporting  that  occurred  during  the
registrant's most recent fiscal quarter (the registrant's  fourth
fiscal  quarter  in  the  case  of an  annual  report)  that  has
materially  affected,  or  is  reasonably  likely  to  materially
affect,   the   registrant's   internal  control  over  financial
reporting; and

5)     The registrant's other certifying officer and I have disclosed,  based on
our most recent evaluation of internal control over financial  reporting,
to the  registrant's  auditors and the audit  committee  of  registrant's
board of directors (or persons performing the equivalent function):

a)     All  significant  deficiencies  in  the  design  or  operation  of
internal  control over  financial  reporting  which are reasonably
likely to could  adversely  affect  the  registrant's  ability  to
record, process, summarize and report financial information; and

b)     Any fraud,  whether or not material,  that involves  management or
other  employees who have a significant  role in the  registrant's
internal control over financial reporting.

Date:  March 30, 2005

/s/Darryl R. Halbert
-------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CompX  International  Inc. (the Company)
on Form  10-K  for the  period  ending  December  31,  2004 as  filed  with  the
Securities and Exchange  Commission on the date hereof (the Report), I, David A.
Bowers, Vice Chairman of the Board, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

/s/David A. Bowers
--------------------------------
David A. Bowers
Vice Chairman of the Board, President and Chief Executive Officer
March 30, 2005

Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CompX  International  Inc. (the Company)
on Form  10-K  for the  period  ending  December  31,  2004 as  filed  with  the
Securities and Exchange Commission on the date hereof (the Report), I, Darryl R.
Halbert, Vice President,  Chief Financial Officer and Controller of the Company,
certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted  pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

/s/Darryl R. Halbert
------------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller
March 30, 2005

Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.