SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

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 3, 2005
(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)

49.4%

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

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                                     2,785,824
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,785,824

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,785,824

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

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

53.2%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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 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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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                                     3,269,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,269,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,269,424

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

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

62.5%

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

56,900
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,289,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          56,900

10     SHARED DISPOSITIVE POWER

3,289,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

56,900

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)

1.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 14
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
and 5 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended 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) NL Industries, Inc. ("NL") and TIMET Finance Management
Company ("TFMC") by virtue of their direct ownership of CGI and as
direct holders of Class A Shares;

(iii) Titanium Metals Corporation ("TIMET") by virtue of its
indirect ownership of CGI and direct ownership of TFMC;

(iv) Tremont LLC ("Tremont") by virtue of its indirect
ownership of CGI and TFMC;

(v) Valhi, Inc. ("Valhi"), Valhi Holding Company ("VHC"),
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 indirect
ownership of CGI, TFMC and NL; and

(vi) 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.

On August  25,  2005,  as part of VHC's  initial  capitalization,  VGI,
National and Contran contributed shares of Valhi common stock to VHC in exchange
for the shares of VHC common stock. Immediately after the initial capitalization
of VHC with Valhi common  stock,  VHC held 90.9% of Valhi's  common  stock.  The
purpose of the initial capitalization of VHC was to consolidate the ownership of
the shares of Valhi common stock formerly held by VGI, National and Contran.  As
a result, VHC is a new reporting person in this Statement.

CGI,  TFMC,  NL, Harold C. Simmons and his spouse are direct holders of
49.4%, 9.2%, 3.8%, 1.1% and 0.4%, respectively,  of the 5,234,280 Class A Shares
outstanding as of November 8, 2005 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 49.4% of the
Class A Shares and 100% of the Class B Shares, CGI directly holds  approximately
82.6% 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 and TFMC are the direct  holders of  approximately
83.1% and 0.5%,  respectively,  of the outstanding shares of NL common stock and
together may be deemed to control NL.

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,  Valhi and  Harold  C.  Simmons  are the  direct  holders  of
approximately  36.9%,  13.8%,  11.3%, 4.2% and 2.1% of the outstanding shares of
TIMET common stock. Tremont may be deemed to control TIMET. The ownership of Mr.
Simmons' spouse includes 5,333,333 shares of TIMET common stock that she has the
right to acquire upon conversion of 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. The ownership of Valhi includes  49,000 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.

Valhi is the sole  member  of  Tremont  and may be  deemed  to  control
Tremont. VHC, the Foundation, the Contran Deferred Compensation Trust No. 2 (the
"CDCT No. 2") and the CMRT are the direct holders of 91.4%, 0.9%, 0.4% and 0.1%,
respectively,  of the common stock of Valhi. VHC may be deemed to control Valhi.
VGI,  National,  and  Contran are the direct  holders of 87.4%,  10.3% and 2.3%,
respectively,  of the outstanding common stock of VHC. Together,  VGI, National,
and Contran may be deemed to control VHC.  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  11.3% of the outstanding shares
of TIMET common stock and 0.1% of the outstanding  shares of Valhi common stock.
Contran  sponsors the CMRT,  which permits the  collective  investment by master
trusts that  maintain the assets of certain  employee  benefit plans Contran 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.

NL and a subsidiary of NL directly own  3,522,967  shares and 1,186,200
shares,  respectively,  of Valhi common stock.  Pursuant to Delaware law,  Valhi
treats the shares of Valhi common stock that 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,  VHC,  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.

Harold C. Simmons' spouse is the direct owner of 20,000 shares of Class
A Shares, 130,000 shares of TIMET common stock, 1,600,000 shares of TIMET Series
A Preferred Stock,  119,475 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 securities. He disclaims beneficial ownership of all securities that his
spouse holds directly.

Harold C.  Simmons  is the  direct  owner of  56,900  shares of Class A
Shares,  703,000 shares of TIMET common stock, 257,000 shares of NL common stock
(including  stock  options  exerciseable  for 4,000  shares) 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 36,500 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.

The Reporting Persons understand that the funds required by each person
named in Schedule B to this  Statement to acquire Shares were from such person's
personal funds.

(b) The principal  offices of VHC are located at Three Lincoln  Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

(c) VHC is engaged  in holding  shares of Valhi  common  stock and,  by
virtue of the holding of such shares,  activities  engaged in through  Valhi and
its subsidiaries.

(d) None of the  Reporting  Persons or, to the best  knowledge  of such
persons,  any of the  persons  named in  Schedule B to this  Statement  has been
convicted in a criminal  proceeding  in the past five years  (excluding  traffic
violations or similar misdemeanors).

(e) None of the  Reporting  Persons or, to the best  knowledge  of such
persons,  any person  named in  Schedule B to this  Statement,  was a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which such  person was or is  subject  to a  judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) VHC is a Delaware corporation.

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

Item 3 is amended as follows.

The total amount of funds Harold C. Simmons used to acquire the Class A
Shares  he  purchased  as  reported  in Item  5(c)  was  $258,681.00  (including
commissions). He used personal funds for such purchases.

The  total  amount  of funds NL used to  acquire  the Class A Shares NL
purchased as reported in Item 5(c) was $2,407,773.20 (including commissions). NL
obtained such funds from its cash on hand.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

NL and Harold C. Simmons  purchased the Class A Shares reported in Item
5(c) in order to increase their equity interests 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.

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,  NL,  Harold C.  Simmons  and his spouse are the direct
beneficial owners of 2,586,820,  483,600,  199,004,  56,900,  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  may be  deemed  to be the  beneficial  owner  of the
2,586,820 Class A Shares  (approximately 49.4% of the Outstanding Class
A Shares) and  10,000,000  Class B Shares  (approximately  82.6% 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)  NL may  be  deemed  to be  the  beneficial  owner  of the
2,785,824 Class A Shares  (approximately 53.2% of the Outstanding Class
A Shares) and  10,000,000  Class B Shares  (approximately  83.9% 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
and NL hold directly;

(3)  TFMC,  TIMET  and  Tremont  may each be  deemed to be the
beneficial owner of the 3,070,420 Class A Shares  (approximately  58.7%
of the  Outstanding  Class A  Shares)  and  10,000,000  Class B  Shares
(approximately  85.8% of the combined  voting  power,  and 97.9% 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

(4) Valhi, VHC, 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 3,269,424 Class A Shares  (approximately
62.5% of the Outstanding  Class A Shares) and 10,000,000 Class B Shares
(approximately  87.1% of the combined  voting  power,  and 98.1% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI, TFMC and NL hold directly; and

(5) Harold C. Simmons may be deemed to be the beneficial owner
of the 3,346,324 Class A Shares (approximately 63.9% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares  (approximately  87.6% of
the  combined  voting  power,  and  98.2% of the  voting  power for the
election of  directors,  of all classes of voting stock of the Company)
that CGI, TFMC, NL, he and his spouse hold directly.

Except to the extent of the 56,900 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
U.S.  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 may be deemed  to share  the power to vote and  direct
the disposition of the 2,586,820 Class A Shares (approximately 49.4% of
the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  82.6% 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) NL may be deemed to share the power to vote and direct the
disposition of the 2,785,824 Class A Shares (approximately 53.2% of the
Outstanding   Class  A   Shares)   and   10,000,000   Class  B   Shares
(approximately  83.9% 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 and NL hold directly;

(3) TFMC,  TIMET and  Tremont  may each be deemed to share the
power to vote and  direct  the  disposition  of the  3,070,420  Class A
Shares  (approximately  58.7% of the  Outstanding  Class A Shares)  and
10,000,000 Class B Shares  (approximately  85.8% of the combined voting
power, and 97.9% of the voting power for the election of directors,  of
all  classes  of voting  stock of the  Company)  that CGI and TFMC hold
directly;

(4) Valhi, VHC, 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  3,269,424
Class A Shares  (approximately 62.5% of the Outstanding Class A Shares)
and  10,000,000  Class B Shares  (approximately  87.1% of the  combined
voting  power,  and  98.1% of the  voting  power  for the  election  of
directors,  of all classes of voting  stock of the  Company)  that CGI,
TFMC and NL hold directly;

(5) Harold C. Simmons may be deemed to share the power to vote
and  direct  the   disposition   of  the   3,289,424   Class  A  Shares
(approximately  62.8% of the Outstanding Class A Shares) and 10,000,000
Class B Shares  (approximately  87.2% of the combined voting power, and
98.2% of the voting power for the election of directors, of all classes
of voting stock of the Company) that CGI,  TFMC, NL and his spouse hold
directly; and

(6) Harold C.  Simmons may be deemed to have the sole power to
vote  and  direct  the   disposition  of  the  56,900  Class  A  Shares
(approximately 1.1% of the Outstanding Class A Shares) that he directly
holds.

(c) The  table  below  sets  forth  transactions  in the  Shares by the
Reporting  Persons in the last  sixty days from the date of the event  requiring
the filing of this  Statement.  NL and Harold C.  Simmons  executed  all of such
transactions,  which were all purchases of Class A Shares, on the New York Stock
Exchange.

Number of                   Price Per Share
Class A Shares Purchased       (exclusive of commissions)
Date                      Purchaser
-----------               ---------------                ---------------        -----------------

09/06/05          Harold C. Simons                               100                        $15.74
09/06/05          Harold C. Simons                             1,400                        $15.80
09/06/05          Harold C. Simons                             1,100                        $15.85
09/06/05          Harold C. Simons                               500                        $15.89
09/06/05          Harold C. Simons                               400                        $15.90
09/06/05          Harold C. Simons                               100                        $16.00
09/14/05          Harold C. Simons                             3,100                        $16.00
09/16/05          Harold C. Simons                             6,900                        $16.00
10/06/05          Harold C. Simons                             1,300                        $15.49
10/06/05          Harold C. Simons                               100                        $15.50
10/06/05          Harold C. Simons                               200                        $15.75
10/06/05          Harold C. Simons                             1,000                        $16.00
10/12/05          NL                                             100                        $15.16
10/12/05          NL                                           1,600                        $15.18
10/12/05          NL                                             300                        $15.35
10/14/05          NL                                             100                        $16.00
10/14/05          NL                                             100                        $15.95
10/17/05          NL                                             500                        $16.00
10/18/05          NL                                           4,900                        $16.00
10/19/05          NL                                           5,100                        $16.00
10/20/05          NL                                           5,000                        $15.50
10/25/05          NL                                             700                        $15.50
11/03/05          NL                                         117,204                        $16.00
11/08/05          NL                                           5,000                        $15.50
11/11/05          NL                                          10,500                        $15.00

(d) CGI,  TFMC, NL, 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.

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 14, 2005

/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 14, 2005

/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 14, 2005

/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 HOLDING COMPANY
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"), Valhi Holding
Company  ("VHC")  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,   an   affiliate   of   Valhi
("Tremont"),   Valhi,   VGI  and  VHC;   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 Valhi.

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

Joan L. Dobrzynski (2)              Vice  president-client  services  of Stewart
Management Company; and director, president,
secretary and assistant treasurer of TFMC.

Norman S. Edelcup (3)               Senior vice president  business  development
of Florida Savings  Bancorp;  mayor of Sunny
Isles Beach, Florida; director of Valhi; and
trustee of the Baron  Funds,  a mutual  fund
group.

Lisa Simmons Epstein                Director and president of the Foundation.

Robert D. Graham                    Vice  president of Contran,  Dixie  Holding,
Dixie Rice, the Foundation,  National,  NOA,
Southwest,  TIMET,  Tremont,  Valhi, VGI and
VHC; 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,  Valhi,
VGI  and  VHC;   general   counsel   of  the
Foundation  and  CompX  International,  Inc.
(the   "Company");   trust  counsel  of  The
Combined  Master  Retirement  Trust, a trust
Contran sponsors that permits the collective
investment  by master  trusts that  maintain
the assets of certain employee benefit plans
Contran  and  related  companies  adopt (the
"CMRT");   and  acting  general  counsel  of
Keystone Consolidated  Industries,  Inc., an
affiliate of Contran ("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.

Bruce P. Inglis (6)                 Vice    president-finance    and   corporate
controller of TIMET.

Francis B. Jacobs, II (2)           Vice  president-client  services  of Stewart
Management  Company;   and  director,   vice
president and assistant secretary of TFMC.

Keith A. Johnson                    Controller of the Foundation.

Christian Leonhard (7)(8)           Chief operating officer - Europe of TIMET.

William J. Lindquist                Director   and  senior  vice   president  of
Contran, Dixie Holding,  National,  NOA, VGI
and  VHC;  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, Valhi, VGI and VHC.

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

J. Landis Martin (6)(7)             Chairman of the board,  president  and chief
executive  officer of TIMET;  and a director
of CGI.

Andrew McCollam, Jr. (9)            President   and  a  director  of  Southwest;
director  of  Dixie  Rice;   and  a  private
investor.

W. Hayden McIlroy (10)              Private  investor  primarily in real estate;
and a director  of Valhi and Cadco  Systems,
Inc.,  a  manufacturer  of  emergency  alert
systems.

Harold M. Mire (11)                 Vice president of Dixie Rice and Southwest.

Cecil H. Moore, Jr. (12)            Director of NL and Kronos  Worldwide;  and a
private investor.

Robert E. Musgraves (6)(7)          Chief  operating  officer - North America of
TIMET.

Albert W. Niemi, Jr. (13)           Dean of the Edwin L. Cox School of  Business
at  Southern  Methodist  University;  and  a
director of TIMET.

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

Joan H. Prusse (6)                  Vice   president,    general   counsel   and
secretary  of TIMET  and vice  president  of
Tremont.

Glenn R. Simmons                    Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
Valhi, VGI and VHC; 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 (7)               Chairman of the board of CGI, Contran, Dixie
Holding,   Dixie   Rice,   the   Foundation,
National,  NOA, Southwest,  Tremont,  Valhi,
VGI and VHC; 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 (11)               Vice president of Dixie Rice.

Thomas P. Stafford (14)             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 Contran,
CGI, the Company, Dixie Holding, Dixie Rice,
Kronos   Worldwide,   National,   NL,   NOA,
Southwest,  TIMET,  Tremont,  Valhi, VGI and
VHC.

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

J. Walter Tucker, Jr. (15)          President,   treasurer  and  a  director  of
Tucker & Branham,  Inc., a mortgage banking,
insurance   and  real  estate   company;   a
director of Valhi; and a member of the trust
investment committee of the CMRT.

Steven L. Watson (7)                Director  and  president  of Contran,  Dixie
Holding, Dixie Rice, National,  NOA, VGI and
VHC; 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 (16)               Director  of NL;  a  private  investor  with
Worrell   Investments,   Inc.,  real  estate
investment company.

Paul J. Zucconi (17)                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 Ms.  Dobrzynski  and Mr. Jacobs is
Nemours Building, Suite 1410, 1007 Orange Street, Wilmington,  Delaware
19801.

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

(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. Inglis is a citizen of Canada.  The principal  business address for
Messrs.  Inglis,  Martin and Musgraves and Ms. Prusse is 1999 Broadway,
Suite 4300, Denver, Colorado 80202.

(7)      Mr. Martin  resigns his  positions  with TIMET  effective  November 15,
2005. As a result,  on November 15, 2005,  the  following  persons will
have the following officer positions with TIMET:

Name                                                  Position
---------------------                      -------------------------------------------------

Harold C. Simmons.....................     Chairman of the Board and Chief Executive Officer

Steven L. Watson......................     Vice Chairman of the Board

Robert E. Musgraves...................     President and Chief Operating Officer - North America

Christian Leonard.....................     President and Chief Operating Officer - Europe

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

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

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

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

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

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

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

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

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

(17)     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             Stock Options
Name                                              Shares Held              Held (1)           Total
--------------------------                                  -----------            -----------       -----------

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

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

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

Joan L. Dobrzynski                                              -0-                     -0-                  -0-

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

Lisa Simmons Epstein                                            -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-

Bruce P. Inglis                                                 -0-                     -0-                  -0-

Francis B. Jacobs, II                                           -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

Joan H. Prusse                                                  -0-                     -0-                  -0-

Glenn R. Simmons (2)                                         15,500                  54,800               70,300

Harold C. Simmons (3)                                        76,900                     -0-               76,900

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                                              6,000                  14,800               20,800

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 56,900 Class A Shares that
he holds directly,  Mr. Simmons disclaims  beneficial  ownership of all
Shares.