SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

CompX International Inc.
(Name of Issuer)

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

20563P 10 1
(CUSIP Number)

STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 16, 2004
(Date of Event which requires Filing
of this Statement)

If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing  this  schedule  because  of  sections   240.13d-1(e),   240.13d-1(f)  or
240.13d-1(g), check the following box. [ ]

*The  remainder  of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

(Continued on following pages)

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CompX Group, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,586,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NL Industries, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,586,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

TIMET Finance Management Company

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Titanium Metals Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tremont LLC

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi Group, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

National City Lines, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NOA, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Holding Company

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Rice Agricultural Corporation, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Southwest Louisiana Land Company, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Contran Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Combined Master Retirement Trust

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold Simmons Foundation, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,655,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,655,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,655,920

12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [  ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

51.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold C. Simmons

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

40,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,675,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          40,700

10     SHARED DISPOSITIVE POWER

2,675,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)  [ X ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 9
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to
the class A common stock,  par value $0.01 per share (the "Class A Shares"),  of
CompX International Inc., a Delaware corporation (the "Company"). Items 2, 3, 4,
5 and 6 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended and restated as follows.

(a)  The  following  entities  or  person  are  filing  this  Statement
(collectively, the "Reporting Persons"):

(i) CompX Group,  Inc.  ("CGI") as a direct  holder of Class A
Shares;

(ii) TIMET Finance  Management  Company  ("TFMC") by virtue of
its direct ownership of CGI and as a direct holder of Class A Shares;

(iii) NL Industries,  Inc. ("NL"), Titanium Metals Corporation
("TIMET"), Tremont LLC ("Tremont"), Valhi, Inc. ("Valhi"), Valhi Group,
Inc.  ("VGI"),  National  City  Lines,  Inc.  ("National"),  NOA,  Inc.
("NOA"),   Dixie  Holding   Company  ("Dixie   Holding"),   Dixie  Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company,  Inc.  ("Southwest"),  Contran  Corporation  ("Contran"),  The
Combined  Master  Retirement  Trust (the "CMRT") and the Harold Simmons
Foundation,  Inc.  (the  "Foundation")  by  virtue  of their  direct or
indirect ownership of CGI and TFMC; and

(iv)  Harold C.  Simmons by virtue of his direct and  indirect
ownership of Class A Shares and his positions  with Contran and certain
of the other entities (as described in this Statement).

By signing this Statement,  each Reporting  Person agrees that this Statement is
filed on its or his behalf.

CGI and TFMC are direct holders of 50.0% and 1.3%, respectively, of the
5,169,880  Class A Shares  outstanding  as of  November  18, 2004  according  to
information the Company provided (the "Outstanding Class A Shares").

CGI also directly  holds 100%, or 10,000,000  shares,  of the Company's
class B common  stock,  par  value  $0.01 per share  (the  "Class B Shares"  and
collectively with the Class A Shares shall be referred to as the "Shares").  The
description of the relative  rights of the Shares as described in this Statement
is qualified in its entirety by the terms of the Company's restated  certificate
of  incorporation  that is  filed  as  Exhibit  3.1 to  Amendment  No.  1 to the
Company's  Registration  Statement  on Form S-1 filed  with the  Securities  and
Exchange  Commission  on  February  4,  1998  (Reg.  No.  333-42643),  which  is
incorporated  herein by reference.  As a result of its ownership of 50.0% of the
Class A Shares and 100% of the Class B Shares, CGI directly holds  approximately
83.0% of the  combined  voting power (97.5% of the voting power for the election
of directors)  of all classes of voting stock of the Company.  CGI may be deemed
to control the Company.

NL and TFMC are the direct holders of  approximately  82.4%, and 17.6%,
respectively,  of the outstanding shares of CGI common stock and together may be
deemed to  control  CGI.  Valhi,  Tremont  and TFMC are the  direct  holders  of
approximately 62.2%, 21.1% and 0.5%, respectively,  of the outstanding shares of
NL common  stock and  together  may be deemed to control  NL.  Valhi is the sole
member of Tremont and may be deemed to control Tremont.

TIMET is the direct holder of 100% of the outstanding  shares of common
stock of TFMC and may be deemed to control  TFMC.  Tremont,  Harold C.  Simmons'
spouse, the CMRT and Valhi are the holders of approximately  39.6%, 14.4%, 12.0%
and 1.3% of the outstanding shares of TIMET common stock.  Tremont may be deemed
to control TIMET. The ownership of Mr. Simmons' spouse is based on the 1,600,000
shares of TIMET's 6 3/4% Series A Convertible  Preferred  Stock, par value $0.01
per share (the "Series A Preferred  Stock"),  that she directly owns,  which are
convertible  into 2,666,666 shares of TIMET common stock. The ownership of Valhi
includes 24,500 shares of TIMET common stock that Valhi has the right to acquire
upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly
holds.  The  percentage  ownership  of TIMET  common  stock  held by each of Ms.
Simmons  and Valhi  assumes the full  conversion  of only the shares of Series A
Preferred Stock she or Valhi owns, respectively.

VGI,   National,   Contran,   the  Foundation,   the  Contran  Deferred
Compensation  Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 77.6%, 9.1%, 3.4%, 0.9%, 0.4% and 0.1%, respectively,  of the common stock of
Valhi.  Together,  VGI,  National  and Contran  may be deemed to control  Valhi.
National,  NOA and Dixie Holding are the direct holders of approximately  73.3%,
11.4% and 15.3%, respectively, of the outstanding shares of common stock of VGI.
Together,  National, NOA and Dixie Holding may be deemed to control VGI. Contran
and NOA are the direct holders of approximately  85.7% and 14.3%,  respectively,
of the outstanding shares of common stock of National and together may be deemed
to  control   National.   Contran  and  Southwest  are  the  direct  holders  of
approximately 49.9% and 50.1%, respectively, of the outstanding shares of common
stock of NOA and together may be deemed to control NOA. Dixie Rice is the direct
holder of 100% of the  outstanding  shares of common stock of Dixie  Holding and
may be deemed to  control  Dixie  Holding.  Contran is the holder of 100% of the
outstanding  shares of common  stock of Dixie  Rice and may be deemed to control
Dixie  Rice.  Contran is the holder of  approximately  88.9% of the  outstanding
shares of common stock of Southwest and may be deemed to control Southwest.

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 (the "Trusts"),  of which Mr. Simmons is the sole trustee,  or
held by Mr. Simmons or persons or other entities related to Mr. Simmons. As sole
trustee  of the  Trusts,  Mr.  Simmons  has the  power  to vote and  direct  the
disposition  of the shares of Contran  stock held by the  Trusts.  Mr.  Simmons,
however,  disclaims beneficial ownership of any shares of Contran stock that the
Trusts hold.

The Foundation  directly holds  approximately  0.9% of the  outstanding
shares  of  Valhi  common  stock.  The  Foundation  is a  tax-exempt  foundation
organized  for  charitable  purposes.  Harold C.  Simmons is the chairman of the
board of the Foundation and may be deemed to control the Foundation.

The CDCT No. 2 directly  holds  approximately  0.4% of the  outstanding
shares of Valhi common  stock.  U.S.  Bank  National  Association  serves as the
trustee of the CDCT No. 2. Contran  established the CDCT No. 2 as an irrevocable
"rabbi  trust"  to assist  Contran  in  meeting  certain  deferred  compensation
obligations  that it owes to Harold  C.  Simmons.  If the CDCT No. 2 assets  are
insufficient  to satisfy such  obligations,  Contran is obligated to satisfy the
balance of such obligations as they come due.  Pursuant to the terms of the CDCT
No. 2,  Contran (i) retains the power to vote the shares of Valhi  common  stock
held directly by the CDCT No. 2, (ii) retains dispositive power over such shares
and (iii) may be deemed the indirect beneficial owner of such shares.

The CMRT directly holds  approximately  12.0% of the outstanding shares
of TIMET common stock and 0.1% of the outstanding  shares of Valhi common stock.
Valhi  established  the CMRT as a trust to permit the  collective  investment by
master trusts that maintain the assets of certain  employee  benefit plans Valhi
and related  companies adopt.  Harold C. Simmons is the sole trustee of the CMRT
and a member of the trust investment committee for the CMRT. Mr. Simmons is also
a participant  in one or more of the employee  benefit plans that invest through
the CMRT.

Valmont  Insurance  Company  ("Valmont"),  NL  and a  subsidiary  of NL
directly  own  1,000,000   shares,   3,522,967  shares  and  1,186,200   shares,
respectively,  of Valhi common stock.  Valhi is the direct holder of 100% of the
outstanding shares of Valmont common stock and may be deemed to control Valmont.
Pursuant to Delaware  law,  Valhi  treats the shares of Valhi  common stock that
Valmont,  NL and the subsidiary of NL own as treasury stock for voting  purposes
and for the purposes of this Statement such shares are not deemed outstanding.

Mr.  Harold C.  Simmons is  chairman  of the board and chief  executive
officer of NL, vice chairman of TIMET and chairman of the board of CGI, Tremont,
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

By virtue of the holding of the offices,  the stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities may be deemed to possess  indirect  beneficial  ownership of the Shares
that are directly held by CGI and TFMC.  However,  Mr.  Simmons  disclaims  such
beneficial  ownership of the Shares beneficially owned,  directly or indirectly,
by any  of  such  entities,  except  to the  extent  of  his  individual  vested
beneficial  interest,  if any,  in the assets of the CMRT or his  interest  as a
beneficiary of the CDCT No. 2.

Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares,
69,475 shares of NL common stock and 43,400  shares of Valhi common  stock.  Mr.
Simmons may be deemed to share indirect beneficial  ownership of such Shares. He
disclaims all such beneficial ownership.

Harold C. Simmons is the direct owner of 40,700 Class A Shares, 30,800
shares of NL common stock (including options exercisable for 6,000 shares of NL
common stock) and 3,383 shares of Valhi common stock.

A trust of which Harold C. Simmons and his spouse are  co-trustees  and
the  beneficiaries  of which are the  grandchildren  of his spouse is the direct
holder of 40,000 shares of Valhi common stock. Mr. Simmons disclaims  beneficial
ownership of these shares.

Certain information  concerning the directors and executive officers of
the Reporting  Persons,  including  offices held by Mr.  Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is amended as follows.

The total  amount of funds TFMC used to acquire the Class A Shares TFMC
purchased as reported in Item 5(c) was  $1,042,026.00  (including  commissions).
TFMC  obtained  such funds through an  intercompany  advance from TIMET,  net of
amounts TIMET owed TFMC, if any.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

TFMC  purchased  the Class A Shares  reported  in Item 5(c) in order to
increase its equity interest in the Company.

Depending  upon  their   evaluation  of  the  Company's   business  and
prospects,  and  upon  future  developments  (including,  but  not  limited  to,
performance  of the  Class  A  Shares  in the  market,  availability  of  funds,
alternative  uses of  funds,  and  money,  stock  market  and  general  economic
conditions),  any of the Reporting  Persons or other entities that may be deemed
to be affiliated with Contran may from time to time purchase Shares,  and any of
the Reporting Persons or other entities that may be deemed to be affiliated with
Contran may from time to time  dispose of all or a portion of the Shares held by
such person, or cease buying or selling Shares. Any such additional purchases or
sales of Shares may be in open market or privately  negotiated  transactions  or
otherwise.

The  information  included  in  Item  2 of  this  Statement  is  hereby
incorporated  herein by reference.  As described under Item 2 of this Statement,
Harold C. Simmons may be deemed to control the Company.

The  information  included  in  Item  6 of  this  Statement  is  hereby
incorporated herein by reference.

Certain of the persons  named in Schedule B to this  Statement,  namely
Eugene K. Anderson,  James W. Brown,  Robert D. Graham,  J. Mark  Hollingsworth,
Keith A. Johnson,  William J. Lindquist,  A. Andrew R. Louis,  Kelly D. Luttmer,
Bobby D. O'Brien, Glenn R. Simmons, Harold C. Simmons, John A. St. Wrba, Gregory
M. Swalwell and Steven L. Watson are officers and/or directors of the Company or
perform  services for the Company as employees  of one of the  Company's  parent
corporations  and may  acquire  Class A Shares  from  time to time  pursuant  to
employee  benefit  plans  that  the  Company  sponsors  or  other   compensation
arrangements with the Company or otherwise.

Except as described in this Item 4, none of the Reporting  Persons nor,
to the best  knowledge of such persons,  any other person named in Schedule B to
this Statement has  formulated  any plans or proposals  which relate to or would
result in any matter  required to be  disclosed  in response to  paragraphs  (a)
through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended as follows.

(a)  CGI,  TFMC,  Harold  C.  Simmons  and his  spouse  are the  direct
beneficial  owners of  2,586,820,  69,100,  40,700  and  20,000  Class A Shares,
respectively. CGI also directly holds 10,000,000 Class B Shares.

By  virtue  of  the  relationships  described  under  Item  2  of  this
Statement:

(1) CGI and NL may each be deemed to be the  beneficial  owner
of the 2,586,820 Class A Shares (approximately 50.0% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares  (approximately  83.0% of
the  combined  voting  power,  and  97.5% of the  voting  power for the
election of  directors,  of all classes of voting stock of the Company)
that CGI holds directly; and

(2) TFMC,  TIMET,  Tremont Valhi,  VGI,  National,  NOA, Dixie
Holding,  Dixie Rice,  Southwest,  Contran, the CMRT and the Foundation
may each be deemed to be the beneficial  owner of the 2,655,920 Class A
Shares  (approximately  51.4% of the  Outstanding  Class A Shares)  and
10,000,000 Class B Shares  (approximately  83.4% of the combined voting
power, and 97.6% of the voting power for the election of directors,  of
all  classes  of voting  stock of the  Company)  that CGI and TFMC hold
directly; and

(3) Harold C. Simmons may be deemed to be the beneficial owner
of the 2,716,620 Class A Shares (approximately 52.5% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares  (approximately  83.8% of
the  combined  voting  power,  and  97.7% of the  voting  power for the
election of  directors,  of all classes of voting stock of the Company)
that CGI, TFMC, he and his spouse hold directly.

Except to the extent of the 40,700 Class A Shares he holds  directly,  Harold C.
Simmons disclaims beneficial ownership of all Shares.

The Reporting Persons  understand,  based on ownership filings with the
Securities  and  Exchange  Commission  (the  "Commission")  or upon  information
provided  by the  persons  listed on  Schedule  B to this  Statement,  that such
persons may be deemed to own  beneficially  the Class A Shares as  indicated  on
Schedule C to this Statement.

(b) By  virtue  of  the  relationships  described  in  Item  2 of  this
Statement:

(1) CGI and NL may each be  deemed  to share the power to vote
and  direct  the   disposition   of  the   2,586,820   Class  A  Shares
(approximately  50.0% of the Outstanding Class A Shares) and 10,000,000
Class B Shares  (approximately  83.0% of the combined voting power, and
97.5% of the voting power for the election of directors, of all classes
of voting stock of the Company) that CGI holds directly;

(2) TFMC,  TIMET,  Tremont Valhi,  VGI,  National,  NOA, Dixie
Holding,  Dixie Rice,  Southwest,  Contran, the CMRT and the Foundation
may  each be  deemed  to  share  the  power  to  vote  and  direct  the
disposition of the 2,655,920 Class A Shares (approximately 51.4% of the
Outstanding   Class  A   Shares)   and   10,000,000   Class  B   Shares
(approximately  83.4% of the combined  voting  power,  and 97.6% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI and TFMC hold directly;

(3) Harold C. Simmons may be deemed to share the power to vote
and  direct  the   disposition   of  the   2,675,920   Class  A  Shares
(approximately  51.8% of the Outstanding Class A Shares) and 10,000,000
Class B Shares  (approximately  83.6% of the combined voting power, and
97.6% of the voting power for the election of directors, of all classes
of voting  stock of the  Company)  that CGI,  TFMC and his spouse  hold
directly; and

(4) Harold C.  Simmons may be deemed to have the sole power to
vote  and  direct  the   disposition  of  the  40,700  Class  A  Shares
(approximately 0.8% of the Outstanding Class A Shares) that he directly
holds.

(c) TFMC is the only Reporting Person to have transactions in the Class
A Shares during the past 60 days. TFMC executed the following purchases of Class
A Shares on the New York Stock Exchange.

Number of          Approximate Price Per Share ($)
Date                   Shares            (exclusive of commissions)
----------------         ---------------         -------------------
10/19/04                     3,500                  $15.00
11/09/04                       600                  $14.99
11/09/04                    39,400                  $15.00
11/16/04                     2,700                  $14.90
11/16/04                    15,000                  $15.00
11/18/04                     2,000                  $15.15
11/18/04                       300                  $15.19
11/18/04                     2,700                  $15.20
11/22/04                     2,900                  $15.50

(d) CGI,  TFMC,  Harold C. Simmons and his spouse each has the right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of the Shares directly held by such entity or person.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect 
to Securities of the Issuer.

Item 6 is amended as follows.

TIMET,  TFMC and certain other  subsidiaries  of TIMET are parties to a
$105.0  million  revolving  credit  and  letter of credit  facility  dated as of
February  25,  2000,  as  amended  and  supplemented  through  June 2, 2004 (the
"Congress      Facility"),      with     Congress     Financial      Corporation
(Southwest)("Congress").   TFMC  is  a  guarantor  of  the  Congress   Facility.
Borrowings  under the  Congress  Facility  bear  interest at the rate  announced
publicly  from time to time by Congress as its base rate plus 0.5% to 1.0% or at
a rate of 2.0% to 2.5% over the London  interbank  offered rate of interest (the
interest  rate  depends  on the fixed  charge  coverage  ratio as defined in the
Congress  Facility) and are due February 25, 2006 or such extended maturity date
as may be mutually  agreed.  The Congress  Facility  requires TIMET's U.S. daily
cash  receipts to be used to reduce  outstanding  borrowings,  which may then be
reborrowed,  subject to the terms of the agreement. As of November 22, 2004, CGI
and TFMC had pledged  2,212,820 and 69,100 Class A Shares,  respectively,  under
the Congress Facility.

Signature

After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  November 24, 2004

/s/ Harold C. Simmons
----------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.

Signature

After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  November 24, 2004

/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.

Signature

After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  November 24, 2004

/s/ Gregory M. Swalwell
----------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.

SCHEDULE A

HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED 
MASTER RETIREMENT TRUST.

STEVEN L. WATSON, as president or vice president of each of:

CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.

GREGORY M. SWALWELL, as vice president of each of:

COMPX GROUP, INC.
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION

Schedule B

The names of the directors and executive  officers of CompX Group, Inc.
("CGI"),  Contran  Corporation   ("Contran"),   Dixie  Holding  Company  ("Dixie
Holding"), Dixie Rice Agricultural Corporation,  Inc. ("Dixie Rice"), the Harold
Simmons  Foundation,   Inc.  (the  "Foundation"),   National  City  Lines,  Inc.
("National"), NL Industries, Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana
Land Company,  Inc.  ("Southwest"),  TIMET Finance  Management Company ("TFMC"),
Titanium Metals Corporation ("TIMET"), Valhi Group, Inc. ("VGI") and Valhi, Inc.
("Valhi") and their present principal occupations are set forth below. Except as
otherwise  indicated,  each such  person is a citizen  of the  United  States of
America and the business address of each such person is 5430 LBJ Freeway,  Suite
1700, Dallas, Texas 75240.

Name                    Present Principal Occupation
-----------------------------       ---------------------------------

Eugene K. Anderson                  Vice  president of Contran,  Dixie  Holding,
Dixie  Rice,   National,   NOA,   Southwest,
Tremont LLC ("Tremont"),  VGI and Valhi; and
treasurer of the Foundation.

Thomas E. Barry (1)                 Vice  president  for  executive  affairs  at
Southern Methodist  University and professor
of  marketing  in the Edwin L. Cox School of
Business at Southern  Methodist  University;
and  a  director  of  Keystone  Consolidated
Industries,  Inc.,  an  affiliate of Contran
("Keystone"), and Valhi.

James W. Brown                      Vice president and controller of CGI, NL and
Kronos  Worldwide,  Inc.,  an  affiliate  of
Valhi ("Kronos Worldwide").

Norman S. Edelcup (2)               Senior vice president  business  development
of Florida Savings  Bancorp;  mayor of Sunny
Isles Beach,  Florida;  trustee of the Baron
Funds, a mutual fund group;  and director of
Valhi.

Lisa Simmons Epstein                Director and president of the Foundation.

Victoria L. Garret (3)              Director,  president  and secretary of TFMC;
and vice president of Entity  Services Group
LLC

Robert D. Graham                    Vice  president of Contran,  Dixie  Holding,
Dixie Rice, the Foundation,  National,  NOA,
Southwest,  TIMET,  Tremont,  VGI and Valhi;
and  vice  president,  general  counsel  and
secretary of CGI, Kronos Worldwide and NL.

Norman N. Green (4)                 A private investor and a director of TIMET.

J. Mark Hollingsworth               Vice   president  and  general   counsel  of
Contran,    Dixie   Holding,   Dixie   Rice,
National,  NOA, Southwest,  Tremont, VGI and
Valhi;  general  counsel of the  Foundation,
CompX  International,  Inc. (the  "Company")
and The Combined Master  Retirement Trust, a
trust  Valhi   established   to  permit  the
collective  investment by master trusts that
maintain  the  assets  of  certain  employee
benefit  plans Valhi and  related  companies
adopt  (the  "CMRT");   and  acting  general
counsel of Keystone.

Gary C. Hutchison (5)               Neurological  surgeon;   Associate  Clinical
Professor of  Neurosurgery at the University
of Texas Health Science Center (Dallas); and
a director of TIMET.

Keith A. Johnson                    Controller of the Foundation.

Christian Leonhard (6)              Chief operating officer - Europe of TIMET.

William J. Lindquist                Director   and  senior  vice   president  of
Contran,  Dixie Holding,  National,  NOA and
VGI;  senior vice  president  of Dixie Rice,
Southwest, Tremont and Valhi; and a director
of CGI.

A. Andrew R. Louis                  Secretary  of Contran,  the  Company,  Dixie
Holding,   Dixie   Rice,   National,    NOA,
Southwest, Tremont, VGI and Valhi.

Kelly D. Luttmer                    Vice  president and tax director of CGI, the
Company, Kronos Worldwide, NL and Valhi; and
tax  director  of  Contran,  Dixie  Holding,
Dixie  Rice,   National,   NOA,   Southwest,
Tremont, and VGI.

J. Landis Martin (7)                Chairman of the board,  president  and chief
executive  officer of TIMET;  and a director
of CGI.

Andrew McCollam, Jr. (8)            President   and  a  director  of  Southwest;
director  of  Dixie  Rice;   and  a  private
investor.

W. Hayden McIlroy (9)               Private  investor  primarily in real estate;
and a  director  of  Valhi,  Med  Images,  a
medical  information   company,   and  Cadco
Systems,  Inc., a manufacturer  of emergency
alert systems.

Harold M. Mire (10)                 Vice president of Dixie Rice and Southwest.

Cecil H. Moore, Jr. (11)            Director  of NL and  Kronos  Worldwide;  and
private investor.

Robert E. Musgraves (7)             Chief  operating  officer - North America of
TIMET.

Albert W. Niemi, Jr. (12)           Dean of the Edwin L. Cox School of  Business
at  Southern  Methodist  University;  and  a
director of TIMET.

Bobby D. O'Brien                    Vice  president,  treasurer  and director of
Dixie Holding,  National,  NOA and VGI; vice
president  and  treasurer of Contran,  Dixie
Rice, Southwest, Tremont and Valhi; and vice
president of TIMET.

Andrew T. Panaccione (3)            Director of TFMC;  and  president  of Entity
Services Group LLC

Glenn R. Simmons                    Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
VGI and Valhi;  chairman of the board of the
Company and Keystone; director and executive
vice president of Southwest;  and a director
of CGI, Kronos Worldwide, NL and TIMET.

Harold C. Simmons                   Chairman of the board of CGI, Contran, Dixie
Holding,   Dixie   Rice,   the   Foundation,
National, NOA, Southwest, Tremont, Valhi and
VGI;   chairman   of  the  board  and  chief
executive  officer of Kronos  Worldwide  and
NL; vice chairman of TIMET;  and trustee and
member of the trust investment  committee of
the CMRT.

Richard A. Smith (10)               Vice president of Dixie Rice.

Thomas P. Stafford (13)             Director   of   NL;   and   co-founder   and
affiliated with Stafford,  Burke and Hecker,
Inc., a Washington based consulting firm.

John A. St. Wrba                    Vice  president and treasurer of CGI, NL and
Kronos  Worldwide;  and  vice  president  of
TIMET.

Gregory M. Swalwell                 Vice  president  and  controller of Contran,
Dixie  Holding,  National,  NOA,  Southwest,
Tremont,  Valhi  and  VGI;  vice  president,
finance and chief financial  officer of CGI,
Kronos  Worldwide and NL; vice  president of
Dixie Rice;  vice  president  of TIMET;  and
director,  vice  president  and treasurer of
TFMC.

J. Walter Tucker, Jr. (14)          President,   treasurer  and  a  director  of
Tucker & Branham,  Inc., a mortgage banking,
insurance  and  real  estate  company;  vice
chairman  of  the  board  of   Keystone;   a
director of Valhi; and a member of the trust
investment committee of the CMRT.

Steven L. Watson                    Director  and  president  of Contran,  Dixie
Holding,  Dixie Rice, National, NOA and VGI;
director,   president  and  chief  executive
officer  of  Valhi;  president  of  Tremont;
director  and  executive  vice  president of
Southwest;   director,  vice  president  and
secretary of the  Foundation;  vice chairman
of Kronos Worldwide;  and a director of CGI,
the Company, Keystone, NL and TIMET.

Terry N. Worrell (15)               Director  of NL;  a  private  investor  with
Worrell   Investments,   Inc.,  real  estate
investment company.

Paul J. Zucconi (16)                A private investor and a director of TIMET.

----------

(1)      The  principal  business  address for Dr.  Barry is Southern  Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.

(2)      The principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.

(3)      The principal  business  address for Ms. Garrett and Mr.  Panaccione is
103 Foulk Road, Suite 101, Wilmington, Delaware 19803.

(4)      Mr. Green is a citizen of Canada.  The principal  business  address for
Mr. Green is 10340 Strait Lane, Dallas, Texas 75229.

(5)      The principal  business  address for Dr.  Hutchison is 8230 Walnut Hill
Lane, Dallas, Texas 75231.

(6)      Mr. Leonhard is a citizen of France.  His principal business address is
TIMET Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.

(7)      The principal business address for Messrs. Martin and Musgraves is 1999
Broadway, Suite 4300, Denver, Colorado 80202.

(8)      The principal  business  address for Mr.  McCollam is 402 Canal Street,
Houma, Louisiana 70360.

(9)      The  principal  business  address for Mr.  McIlroy is 25 Highland  Park
Village, Suite 100-341, Dallas, Texas 75225.

(10)     The  principal  business  address  for  Messrs.  Mire and  Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.

(11)     The  principal  business  address for Mr. Moore is 4444 Beverly  Drive,
Dallas, Texas 75205.

(12)     The  principal  business  address for Dr.  Niemi is Southern  Methodist
University, Cox School of Business, 200 Fincher Building, Dallas, Texas
75205-0333.

(13)     The principal  business  address for Gen.  Stafford (ret.) is Stafford,
Burke & Hecker, Inc., 1006 Cameron Street, Alexandria Virginia 22314.

(14)     The  principal  business  address  for  Mr.  Tucker  is 400 E.  Central
Boulevard, Orlando, Florida 32801.

(15)     The principal business address for Mr. Worrell is 6909 Vasser,  Dallas,
Texas 75205.

(16)     The  principal  business  address  for Mr.  Zucconi  is 2801 Mill Haven
Court, Plano, Texas 75093.

SCHEDULE C

Based upon ownership  filings with the  Commission or upon  information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Class A Shares, as outlined below:

Class A Shares      Stock Options Held
Name                                                  Held                  (1)                  Total
--------------------------                                   -----------        -------------------     -----------

Eugene K. Anderson                                              -0-                   3,000                3,000

Thomas E. Barry                                                 -0-                     -0-                  -0-

James W. Brown                                                  -0-                     -0-                  -0-

Norman S. Edelcup                                             2,000                     -0-                2,000

Lisa Simmons Epstein                                            -0-                     -0-                  -0-

Victoria L. Garrett                                             -0-                     -0-                  -0-

Robert D. Graham                                                -0-                     -0-                  -0-

Norman N. Green                                                 -0-                     -0-                  -0-

J. Mark Hollingsworth                                           -0-                   7,000                7,000

Gary C. Hutchison                                               -0-                     -0-                  -0-

Keith A. Johnson                                                700                   4,000                4,700

Christian Leonhard                                              -0-                     -0-                  -0-

William J. Lindquist                                            -0-                  10,000               10,000

A. Andrew R. Louis                                              -0-                   4,000                4,000

Kelly D. Luttmer                                                200                   4,000                4,200

J. Landis Martin                                                -0-                     -0-                  -0-

Andrew McCollam, Jr.                                            -0-                     -0-                  -0-

W. Hayden McIlroy                                               -0-                     -0-                  -0-

Harold M. Mire                                                  -0-                     -0-                  -0-

Cecil H. Moore, Jr.                                             -0-                     -0-                  -0-

Robert E. Musgraves                                             -0-                     -0-                  -0-

Albert W. Niemi, Jr.                                            -0-                     -0-                  -0-

Bobby D. O'Brien                                                300                  10,000               10,300

Andrew T. Panaccione                                            -0-                     -0-                  -0-

Glenn R. Simmons (2)                                         12,500                  55,600               68,100

Harold C. Simmons (3)                                        60,700                     -0-               60,700

Richard A. Smith                                                -0-                     -0-                  -0-

Thomas P. Stafford                                              -0-                     -0-                  -0-

John A. St. Wrba                                                -0-                     -0-                  -0-

Gregory M. Swalwell                                             -0-                   5,000                5,000

J. Walter Tucker, Jr.                                           -0-                     -0-                  -0-

Steven L. Watson                                              5,000                  13,600               18,600

Terry N. Worrell                                                -0-                     -0-                  -0-

Paul J. Zucconi                                                 -0-                     -0-                  -0-

----------

(1)      Represents  Class A Shares issuable  pursuant to the exercise within 60
days of the date of this Statement of stock options.

(2)      Includes  500 Class A Shares  held  directly by Mr.  Glenn R.  Simmons'
spouse. Mr. Simmons disclaims beneficial ownership of all such Shares

(3)      Includes  20,000 Class A Shares held directly by Mr. Harold C. Simmons'
spouse.  Does not  include  other  Shares of which Mr.  Simmons  may be
deemed to possess indirect beneficial ownership as described in Items 2
and 5(a) of this  Statement.  Except for the 40,700 Class A Shares that
he holds directly,  Mr. Simmons disclaims  beneficial  ownership of all
Shares