SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant:                                          [ X ]
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Check the appropriate box:
[   ] Preliminary Proxy Statement     [   ]  Confidential, for Use of the
[ X ] Definitive Proxy Statement             Commission Only (as permitted by
[   ] Definitive Additional Materials        Rule 14a-6(e)(2))
[   ] Soliciting Materials Pursuant to Section 240.14a-11(c) 
or Section 240.14a-12

CompX International Inc.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO GOES HERE]

CompX International Inc.
16825 Northchase Drive, Suite 1200
Two Greenspoint Plaza
Houston, Texas 77060

March 30, 2000

To Our Stockholders:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of CompX  International  Inc., which will be held on Thursday,  May 11, 2000, at
10:00 a.m., local time, at the corporate offices of Valhi, Inc. at Three Lincoln
Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas. The matters to be acted
upon at the meeting are  described in the attached  Notice of Annual  Meeting of
Stockholders and Proxy Statement.

Whether or not you plan to attend the meeting, please complete,  date, sign
and  return  the  enclosed  proxy  card  or  voting   instruction  form  in  the
accompanying  envelope  as  promptly  as possible to ensure that your shares are
represented and voted in accordance with your wishes.

Sincerely,

Joseph S. Compofelice
Chairman of the Board,
President and
Chief Executive Officer

CompX International Inc.
16825 Northchase Drive, Suite 1200
Two Greenspoint Plaza
Houston, Texas 77060

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 11, 2000

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY GIVEN that the 2000 Annual  Meeting of  Stockholders  (the
"Meeting") of CompX International Inc., a Delaware corporation  ("CompX"),  will
be held on Thursday,  May 11, 2000, at 10:00 a.m.,  local time, at the corporate
offices of Valhi,  Inc. at Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700,
Dallas, Texas for the following purposes:

(1)  To  elect  seven  directors  to serve  until  the 2001  Annual  Meeting  of
Stockholders  and until their  successors are duly elected and qualified or
their earlier removal, resignation or death; and

(2)  To transact such other  business as may properly come before the Meeting or
any adjournment or postponement thereof.

The board of directors of CompX set the close of business on March 22, 2000
as the record date (the "Record Date") for the Meeting.  Only holders of CompX's
class A common stock,  par value $0.01 per share,  and class B common stock, par
value $0.01 per share,  at the close of business on the Record Date are entitled
to notice of, and to vote at, the Meeting. CompX's stock transfer books will not
be closed following the Record Date. A complete list of stockholders entitled to
vote at the Meeting will be available for  examination  during  normal  business
hours by any stockholder of CompX,  for purposes  related to the Meeting,  for a
period of ten days prior to the  Meeting at the place  where CompX will hold the
Meeting.

You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting in person,  please  complete,  date and sign the accompanying
proxy card or voting  instruction  form and return it promptly  in the  enclosed
envelope to ensure that your shares are represented and voted in accordance with
your wishes.  You may revoke your proxy by following the procedures set forth in
the accompanying proxy statement. If you choose, you may still vote in person at
the Meeting even though you previously submitted your proxy.

By Order of the Board of Directors,

A. Andrew R. Louis, Secretary

Houston, Texas
March 30, 2000

CompX International Inc.

16825 Northchase Drive, Suite 1200

Two Greenspoint Plaza

Houston, Texas 77060

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PROXY STATEMENT

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GENERAL INFORMATION

This proxy statement and the accompanying  proxy card or voting instruction
form are being furnished in connection  with the  solicitation of proxies by and
on  behalf  of the  board of  directors  (the  "Board  of  Directors")  of CompX
International Inc., a Delaware corporation ("CompX"), for use at the 2000 Annual
Meeting of Stockholders of CompX to be held on Thursday, May 11, 2000 and at any
adjournment or postponement thereof (the "Meeting").  The accompanying Notice of
Annual Meeting of  Stockholders  (the  "Notice") sets forth the time,  place and
purposes of the Meeting.  The Notice,  this proxy  statement,  the  accompanying
proxy card or voting instruction form and CompX's Annual Report to Stockholders,
which  includes  CompX's  Annual  Report on Form 10-K for the fiscal  year ended
December 31, 1999 (the "Annual  Report"),  are first being mailed to the holders
of CompX's  class A common  stock,  par value  $0.01 per share  ("CompX  Class A
Common  Stock"),  and CompX's  class B common  stock,  par value $0.01 per share
("CompX  Class B Common  Stock" and  collectively  with the CompX Class A Common
Stock, the "CompX Common Stock"),  on or about April 5, 2000.  CompX's executive
offices are located at 16825  Northchase  Drive,  Suite  1200,  Two  Greenspoint
Plaza, Houston, Texas 77060.

QUORUM, VOTING RIGHTS AND PROXY SOLICITATION

The record  date set by the Board of  Directors  for the  determination  of
stockholders  entitled  to notice of and to vote at the Meeting was the close of
business on March 22, 2000 (the "Record  Date").  As of the Record  Date,  there
were  6,149,380  shares of CompX Class A Common Stock and  10,000,000  shares of
CompX Class B Common Stock issued and  outstanding.  Each share of CompX Class A
Common  Stock  entitles  its holder to one vote on all matters to be acted on at
the Meeting. Each share of CompX Class B Common Stock entitles its holder to ten
votes  with  respect  to the  election  of  directors  and one vote on all other
matters to be acted on at the Meeting.  The presence,  in person or by proxy, of
the holders of a majority of the votes of CompX Common Stock entitled to vote at
the Meeting,  counted as a single class, is necessary to constitute a quorum for
the conduct of business at the  Meeting.  Shares of CompX  Common Stock that are
voted to abstain from any business coming before the Meeting and  broker/nominee
non-votes  will be counted as being in attendance at the Meeting for purposes of
determining whether a quorum is present.

A  plurality  of the  affirmative  votes of the  CompX  Class A and Class B
Common Stock, voting together as a single class,  represented and entitled to be
voted  at  the  Meeting,  is  necessary  to  elect  a  director  of  CompX.  The
accompanying  proxy  card  or  voting  instruction  form  provides  space  for a
stockholder to withhold  authority to vote for any or all of the nominees of the
Board of  Directors.  Neither  shares as to which the  authority  to vote on the
election of directors has been  withheld nor  broker/nominee  non-votes  will be
counted  as  affirmative  votes  to  elect  director  nominees  to the  Board of
Directors.

Except as applicable laws may otherwise provide,  any other matter that may
properly come before the Meeting will require the affirmative vote of a majority
of the votes cast at the Meeting for approval.

Unless  otherwise  specified,  the agents  designated  in the proxy card or
voting  instruction  form will  vote the  shares  represented  by a proxy at the
Meeting  "FOR"  the  election  of the  nominees  for  director  of the  Board of
Directors  and, to the extent  allowed by the federal  securities  laws,  in the
discretion  of the agents on any other matter that may properly  come before the
Meeting.

Valcor,  Inc.  ("Valcor")  directly holds 100% of the outstanding shares of
CompX Class B Common Stock as of the Record Date, which represents approximately
61.9% of the  outstanding  shares of CompX Class A and B Common Stock  combined.
Valcor is a wholly  owned  subsidiary  of  Valhi,  Inc.  ("Valhi")  and both are
affiliates   of  Contran   Corporation   ("Contran").   Valhi   directly   holds
approximately 6.1% of the outstanding shares of CompX Class A Common Stock as of
the Record Date  (approximately  2.3% of the combined  voting power of the CompX
Common  Stock).  Together  Valcor  and  Valhi  hold  approximately  64.2% of the
combined  voting power of the CompX Common  Stock  (approximately  94.6% for the
election  of  directors)  as of the  Record  Date.  Both Valhi and  Contran  are
diversified holding companies that Harold C. Simmons may be deemed to control.

Valcor and Valhi have  indicated  their  intention  to have their shares of
CompX  Common Stock  represented  at the Meeting and voted "FOR" the election of
each of the  nominees for  director of the Board of  Directors.  If Valcor alone
attends  the Meeting in person or by proxy and votes as  indicated,  the Meeting
will have a quorum present and the stockholders  will elect all the nominees for
the Board of Directors.

Harris Trust and Savings  Bank or its  successor  ("Harris"),  the transfer
agent and  registrar for CompX Class A and Class B Common Stock as of the Record
Date,  has been  appointed by the Board of Directors to ascertain  the number of
shares represented,  receive proxies and ballots, tabulate the vote and serve as
inspector of election at the Meeting.

Each holder of record of CompX Common Stock giving the proxy  enclosed with
this proxy statement may revoke it at any time prior to the voting of such stock
at the  Meeting  by  delivering  to Harris a written  revocation  of the  proxy,
delivering to Harris a duly executed  proxy bearing a later date or by voting in
person at the Meeting.  Attendance by a  stockholder  at the Meeting will not in
itself constitute the revocation of such stockholder's proxy.

Employees  participating  in the National  Cabinet Lock, Inc.  Contributory
Retirement Plan, as amended (the "NCL 401(k) Plan"),  and The 401(k) Plan of The
Fort Lock  Corporation  who are beneficial  owners of CompX Class A Common Stock
under such plans may use the enclosed  voting  instruction  form to instruct the
respective  plan  trustee how to vote the shares held for such  employees.  Each
trustee will,  subject to the terms of the respective  plan, vote such shares in
accordance with such instructions.

The Board of  Directors is making this proxy  solicitation.  CompX will pay
all  expenses  related to the  solicitation,  including  charges for  preparing,
printing,  assembling and distributing all materials  delivered to stockholders.
In addition to solicitation by mail,  directors,  officers and regular employees
of CompX may solicit  proxies by  telephone  or in person for which such persons
will receive no  additional  compensation.  Upon request,  CompX will  reimburse
banking  institutions,  brokerage  firms,  custodians,  trustees,  nominees  and
fiduciaries for their reasonable out-of-pocket expenses incurred in distributing
proxy materials and voting  instructions to the beneficial owners of CompX Class
A Common Stock that such entities hold of record.

ELECTION OF DIRECTORS

The bylaws of CompX  provide that the Board of Directors  shall  consist of
not less than one and not more than fifteen persons,  as determined from time to
time by the Board of Directors  in its  discretion.  The Board of Directors  has
currently  set the number of directors at seven.  The  directors  elected at the
Meeting will hold office until the 2001 Annual Meeting of Stockholders and until
their  successors  are duly  elected and  qualified  or their  earlier  removal,
resignation or death.

All of the  nominees  are  currently  directors  of CompX  whose terms will
expire at the Meeting.  All of the nominees have agreed to serve if elected.  If
any nominee is not available for election at the Meeting,  a proxy will be voted
"FOR" an alternate nominee to be selected by the Board of Directors,  unless the
stockholder  executing such proxy withholds  authority to vote for such nominee.
The  Board of  Directors  believes  that  all of its  present  nominees  will be
available for election at the Meeting and will serve if elected.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  THE  ELECTION  OF THE
FOLLOWING NOMINEES FOR DIRECTOR.

Nominees for Director.  The following  information has been provided by the
respective nominees for election as directors of CompX for terms expiring at the
2001 Annual Meeting of Stockholders.

Paul M. Bass, Jr., age 64, has been a director of CompX since 1997 and is a
member of the audit committee and chairman of CompX's management development and
compensation  committee  (the  "MD&C  Committee").  Mr.  Bass  also  serves as a
director of Contran's less-than-majority-owned  affiliate, Keystone Consolidated
Industries, Inc. ("Keystone"), a steel fabricated wire products, industrial wire
and carbon  steel rod company.  From prior to 1995,  Mr. Bass has served as vice
chairman of First Southwest  Company, a privately owned investment banking firm.
Mr. Bass is also chairman of the board of MorAmerica  Private  Equities  Company
and a director and chairman of the audit  committee of California  Federal Bank.
Mr. Bass is currently serving as chairman of the board of Zale Lipshy University
Hospital  and as chairman of the board of trustees of the  Southwestern  Medical
Foundation.

David A. Bowers, age 62, has served as CompX's vice president and president
of CompX  Security  Products since January 1999 and as a director of CompX since
1993.  From 1993 through 1998,  Mr. Bowers served as president of CompX and from
1993 to February 1998 he served as chief executive  officer of CompX. Mr. Bowers
has been  employed by CompX and its  predecessors  since 1960 in various  sales,
marketing  and  executive  positions,  having  been named  president  of CompX's
security  products and related  businesses in 1979.  Mr. Bowers is a trustee and
chairman of the board of Monmouth College, Monmouth, Illinois.

Joseph S.  Compofelice,  age 50, has served as chief executive  officer and
chairman of the board of CompX since  February  1998,  president  of CompX since
January 1999 and director of CompX since  December  1997.  From December 1997 to
February 1998, he served as CompX's  executive vice president.  Mr.  Compofelice
has also served since 1995 as a director of NL Industries,  Inc. ("NL"), Valhi's
majority-owned  titanium dioxide pigments subsidiary.  He has served since prior
to 1995,  except for a period  during  1996,  as a director of  Titanium  Metals
Corporation  ("TIMET"),  a company  engaged in the titanium  metals  industry of
which Tremont Corporation ("Tremont") owns approximately 39%. From prior to 1995
to 1998, Mr. Compofelice served as vice president and chief financial officer of
Tremont,  a company of which Valhi owns  approximately  60% and that principally
owns interests in NL and TIMET. From prior to 1995 to 1998, Mr. Compofelice also
served as vice president and chief financial officer of NL and as executive vice
president of Valhi.  From 1996 to 1998,  he served as vice  president  and chief
financial  officer of TIMET. Mr.  Compofelice has served as an executive officer
or director of various companies related to Valhi and Contran since 1988.

Edward J. Hardin,  age 57, has served as a director of CompX since 1997 and
is chairman of CompX's audit  committee.  Mr. Hardin has served as a director of
Valhi  since  February  2000.  Mr.  Hardin has been a partner of the law firm of
Rogers & Hardin LLP since its formation in 1976. Mr. Hardin serves as a director
of Westrup,  Inc., a manufacturer of seed processing machinery,  and as chairman
of the board of the Harvard Center for the Study of World Religions.

Ann Manix, age 47, has served as a director of CompX since June 1998 and is
a member of the MD&C  Committee.  Since prior to 1995, Ms. Manix has served as a
managing  partner of Ducker  Research  Corporation,  a privately held industrial
research firm.

Glenn R.  Simmons,  age 72, has served as a director  of CompX  since 1993.
From 1993 to 1998,  Mr.  Simmons  served as chairman of the board of CompX.  Mr.
Simmons  has  served as a director  of Valhi or certain of Valhi's  predecessors
since prior to 1995.  Mr.  Simmons has been vice  chairman of the board of Valhi
and Contran  since prior to 1995.  Mr.  Simmons also serves as a director of NL,
Tremont and TIMET and as chairman of the board of Keystone. Mr. Simmons has been
an executive  officer or director of various  companies related to Contran since
1969.  Mr.  Simmons is a brother of Harold C.  Simmons.  See footnote (4) to the
"Security Ownership-Ownership of CompX" table below for a description of certain
entities  that Harold C. Simmons may be deemed to control,  including,  Contran,
Valhi and CompX.

Steven L. Watson,  age 49, has served as a director of CompX since February
2000.  Mr.  Watson has been  president and a director of Valhi and Contran since
1998. Mr. Watson also serves as a director of Keystone and TIMET.  From prior to
1995 to 1998,  Mr.  Watson  served as vice  president and secretary of Valhi and
Contran.  Mr.  Watson also served as vice  president and secretary of CompX from
1993 to 1997. Mr. Watson has served as an executive  officer and/or  director of
various companies related to Valhi and Contran since 1980.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The  Board of  Directors  held five  meetings  and took  action by  written
consent in lieu of a meeting on two  occasions  in 1999.  Each of the  directors
participated  in at  least  75% of all of the  1999  meetings  of the  Board  of
Directors and its committees on which the director served.

The Board of  Directors  has  established  and  delegated  authority to the
following standing committees.

Audit Committee. The principal  responsibilities of the audit committee are
to select CompX's independent  auditors; to review with the independent auditors
the scope and results of the annual  auditing  engagement,  the  procedures  for
internal auditing, the system of internal accounting controls and internal audit
results;  and to direct and  supervise  special  audit  inquiries.  The  current
members of the audit committee are Edward J. Hardin (chairman) and Paul M. Bass,
Jr. The audit committee held three meetings in 1999.

Management   Development   and   Compensation   Committee.   The  principal
responsibilities of the MD&C Committee are to review and approve certain matters
involving  executive  compensation;  to make  recommendations  to the  Board  of
Directors regarding certain  compensation  matters involving the chief executive
officer;  to take action or to review and make  recommendations  to the Board of
Directors  regarding  CompX's employee benefit plans or programs;  to administer
and grant awards under the CompX  International  Inc. 1997  Long-Term  Incentive
Plan (the "1997 Plan");  to administer  and grant certain awards under the CompX
International Inc. Variable Compensation Plan; and to review and administer such
other  compensation  matters as the Board of  Directors  may direct from time to
time. The current members of the MD&C Committee are Paul M. Bass, Jr. (chairman)
and Ann Manix.  The MD&C  Committee held two meetings in 1999 and took action by
written consent in lieu of a meeting on one occasion.

The  Board  of  Directors  does  not  have a  nominating  committee  or any
committee performing a similar function. All matters that would be considered by
such a  committee  are acted upon by the full Board of  Directors.  The Board of
Directors will consider recommendations by stockholders of CompX with respect to
the election of directors if such  recommendations  are  submitted in writing to
the secretary of CompX and received not later than December 31 of the year prior
to the next  annual  meeting of  stockholders.  Such  recommendations  should be
accompanied  by a full  statement  of  qualifications  and  confirmation  of the
nominee's willingness to serve.

Members of the standing committees will be elected at the annual meeting of
the Board of Directors immediately following the Meeting. The Board of Directors
has  previously  established,  and  from  time  to  time  may  establish,  other
committees to assist it in the discharge of its responsibilities.

EXECUTIVE OFFICERS

Set forth below is certain  information  relating to the current  executive
officers of CompX. Each executive officer serves at the pleasure of the Board of
Directors.  Biographical  information  with respect to Joseph S. Compofelice and
David  A.  Bowers  is  set  forth  under  "Election  of  Directors-Nominees  for
Director."

Name                   Age                            Position(s)
----------------------------      -----  ------------------------------------------------------------

Joseph S. Compofelice.......       50    Chairman of the Board, President and Chief Executive Officer
David A. Bowers.............       62    Vice President and President of CompX Security Products
Robert L. Janson............       47    Vice President, Business Development and Marketing
John A. Miller..............       51    Vice President, Chief Financial Officer and Treasurer
Ronald J. Simmons...........       61    Vice President and President of CompX Americas
Todd W. Strange.............       42    Vice President and Controller

Robert L. Janson has served as vice  president,  business  development  and
marketing of CompX since March 2000.  From 1997 to March 2000, Mr. Janson served
as  vice  president  of   international   business   development   for  Accuride
International,  Inc.,  a leading  manufacturer  of ball  bearing  drawer  slides
serving  multiple  industries.  From prior to 1995 to 1997, Mr. Janson served as
senior vice  president,  global  marketing and product  development for the Toro
Company,  a  manufacturer  of  irrigation  products for  commercial,  retail and
agricultural markets.

John A. Miller has served as vice president,  chief  financial  officer and
treasurer of CompX since January 1999.  From 1995 to December  1998,  Mr. Miller
served as principal in the Advanced Cost Management  Competency Center of Arthur
Andersen  LLP.  Prior to 1995, he served as president and owner of Miller Newlin
Consulting, a management consulting firm.

Ronald J. Simmons has served as CompX's  vice  president  and  president of
CompX  Americas  since January 1999.  From 1997 to 1998, Mr. Simmons served as a
vice president of CompX. He also has served as president of CompX's wholly owned
subsidiary,  Waterloo Furniture Components Limited ("Waterloo"),  since prior to
1995.

Todd W. Strange has served as vice  president and controller of CompX since
December 1998. From 1997 to 1998, Mr. Strange served as chief financial  officer
of Draper-Texmaco, Inc., a manufacturer of textile machinery. From 1995 to 1997,
he served as vice president of finance and treasurer of BPM Technology,  Inc., a
manufacturer  of office  machinery  that produced  three  dimensional  models of
objects.  Prior to 1995, Mr. Strange was corporate  accounting manager for KEMET
Electronics Corporation, a manufacturer of electronic capacitors.

SECURITY OWNERSHIP

Ownership of CompX.  The following  table and footnotes set forth as of the
Record  Date  the  beneficial  ownership,  as  defined  by  regulations  of  the
Securities  and Exchange  Commission  (the  "Commission"),  of CompX Class A and
Class B Common  Stock held by each person or group of persons  known to CompX to
own  beneficially  more than 5% of the  outstanding  shares of CompX  Class A or
Class B Common Stock,  each director of CompX,  each executive  officer of CompX
named in the Summary  Compensation Table below (a "named executive officer") and
all directors and executive officers of CompX as a group. See footnote (4) below
for  information  concerning  individuals and entities that may be deemed to own
indirectly and  beneficially  those shares of CompX Common Stock that Valcor and
Valhi  directly  hold.  All  information  is taken from or based upon  ownership
filings made by such persons with the Commission or upon information provided by
such persons.

CompX Class  
A and Class
B Common
CompX Class A Common Stock         CompX Class B Common Stock        Stock
--------------------------------     ----------------------------      Combined 
Amount and Nature of     Percent     Amount and Nature                Percent of
Beneficial         of Class      of Beneficial       Percent       Class
Beneficial Owner                         Ownership (1)       (1)(2)        Ownership (1)      of Class      (1)(2)
----------------                    --------------------    ---------    -----------------   ----------   ----------

Valcor, Inc...................            -0-  (3)(4)          -0-      10,000,000  (3)(4)      100%        61.9%
Valhi, Inc....................        374,000  (3)(4)          6.1%            -0-  (3)(4)       -0-         2.3%
-------                 -----     ----------              ----        -----
374,000  (4)             6.1%     10,000,000  (4)         100%        64.2%

T. Rowe Price Associates, Inc.      1,152,400  (5)            18.7%            -0-               -0-         7.1%
David L. Babson and Company
Incorporated...............        826,300  (6)            13.4%            -0-               -0-         5.1%
FMR Corp......................        785,266  (7)            12.8%            -0-               -0-         4.9%
MassMutual Institutional Funds
- MassMutual Small Cap
Value Equity Fund..........        446,300  (8)             7.3%            -0-               -0-         2.8%
Dalton, Greiner, Hartman,
Maher & Co.................        315,400  (9)             5.1%            -0-               -0-         2.0%

Paul M. Bass, Jr..............          1,300  (4)(10)          *              -0-               -0-          *
David A. Bowers...............         36,220  (4)(10)          *              -0-               -0-          *
Joseph S. Compofelice.........        151,200  (10)(11)        2.4%            -0-               -0-          *
Edward J. Hardin..............          4,800  (10)             *              -0-               -0-          *
Ann Manix.....................            900  (10)             *              -0-               -0-          *
Glenn R. Simmons..............         27,120  (4)(10)          *              -0-               -0-          *
Steven L. Watson..............          5,000  (4)(10)          *              -0-               -0-          *
Ronald J. Simmons.............         19,320  (10)             *              -0-               -0-          *
John A. Miller................          8,000  (10)             *              -0-               -0-          *
Todd W. Strange...............          3,000  (10)             *              -0-               -0-          *
All directors and executive
officers of CompX as a
group (11 persons) ........        256,860  (4)(10)(11)     4.1%            -0-               -0-         1.6%
------------

*    Less than 1%.

(1)  Except as otherwise noted, the listed entities,  individuals and group have
sole  investment  power  and sole  voting  power as to all  shares of CompX
Common  Stock set forth  opposite  their  names.  The  number of shares and
percentage  of  ownership  of CompX Class A Common Stock for each person or
group assumes the exercise by such person or group (exclusive of others) of
stock  options  that  such  person  or group  may  exercise  within 60 days
subsequent to the Record Date.

(2)  The percentages are based on 6,149,380 shares of CompX Class A Common Stock
outstanding as of the Record Date.

(3)  The business address of Valcor and Valhi is Three Lincoln Centre,  5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697.

(4)  Valhi is the  direct  holder  of 100% of the  outstanding  common  stock of
Valcor.  As a result,  as of the Record  Date,  Valhi  holds,  directly and
indirectly through Valcor, approximately 64.2% of the combined voting power
of the  CompX  Common  Stock  (approximately  94.6%  for  the  election  of
directors). In certain instances,  shares of CompX Class B Common Stock are
automatically convertible into shares of CompX Class A Common Stock.

ValhiGroup,  Inc.  ("VGI"),  National  City Lines,  Inc.  ("National")  and
Contran  are the direct  holders  of  approximately  81.8%,  9.5% and 1.2%,
respectively, of the outstanding common stock of Valhi. National, NOA, Inc.
("NOA") and Dixie Holding Company ("Dixie  Holding") are the direct holders
of approximately 73.3%, 11.4% and 15.3%,  respectively,  of the outstanding
common  stock  of  VGI.   Contran  and  NOA  are  the  direct   holders  of
approximately  85.7% and 14.3%,  respectively,  of the  outstanding  common
stock of National.  Contran and  Southwest  Louisiana  Land  Company,  Inc.
("Southwest")  are the  direct  holders of  approximately  49.9% and 50.1%,
respectively,   of  the  outstanding   common  stock  of  NOA.  Dixie  Rice
Agricultural Corporation,  Inc. ("Dixie Rice") is the direct holder of 100%
of the outstanding common stock of Dixie Holding.  Contran is the holder of
100% of the outstanding common stock of Dixie Rice and approximately  88.9%
of  the  outstanding  common  stock  of  Southwest.  Substantially  all  of
Contran's outstanding voting stock is held either by trusts established for
the benefit of certain children and grandchildren of Harold C. Simmons (the
"Trusts"),  of which Mr.  Simmons is the sole  trustee,  or by Mr.  Simmons
directly.  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 Contran
shares that the Trusts hold.

Harold C. Simmons is the chairman of the board and chief executive  officer
of Valcor, 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,  Mr.  Simmons may be
deemed to control certain of such entities,  and Mr. Simmons and certain of
such entities may be deemed to possess indirect beneficial ownership of the
shares of CompX Common Stock directly held by Valcor or Valhi. Mr. Simmons,
however, disclaims beneficial ownership of the shares of CompX Common Stock
beneficially owned, directly or indirectly, by any of such entities.

The Harold  Simmons  Foundation,  Inc. (the  "Foundation")  directly  holds
approximately  0.5% 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 and chief executive  officer
of the Foundation and may be deemed to control the Foundation. Mr. Simmons,
however, disclaims beneficial ownership of any shares of Valhi common stock
held by the Foundation.

The Contran Deferred  Compensation  Trust No. 2 (the "CDCT No. 2") directly
holds approximately 0.4% of the outstanding Valhi common stock. Boston Safe
Deposit  and Trust  Company  serves as 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 must  satisfy the balance of such  obligations.
Pursuant to the terms of the CDCT No. 2, Contran  retains the power to vote
the  shares  held by the CDCT No. 2,  retains  dispositive  power over such
shares and may be deemed the indirect  beneficial owner of such shares. Mr.
Simmons,  however,  disclaims  such  beneficial  ownership  of  the  shares
beneficially  owned,  directly or indirectly,  by the CDCT No. 2, except to
the extent of his interest as a beneficiary of the CDCT No. 2.

The  Combined   Master   Retirement   Trust  (the  "Master   Trust")  holds
approximately  0.1% of the outstanding  shares of Valhi common stock. Valhi
established the Master 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
Master Trust and a member of the trust investment  committee for the Master
Trust. Paul M. Bass, Jr. is also a member of the trust investment committee
for the Master  Trust.  Valhi's  board of directors  select the trustee and
members of the trust investment  committee for the Master Trust.  Harold C.
Simmons and Glenn R. Simmons are members of Valhi's  board of directors and
along with David A. Bowers and Steven L. Watson are  participants in one or
more of the employee  benefit  plans that invest  through the Master Trust.
Each of such persons disclaims  beneficial  ownership of the shares held by
the Master Trust,  except to the extent of his individual vested beneficial
interest in the assets held by the Master Trust.

For purposes of  calculating  the percentage  ownership of the  outstanding
shares of Valhi  common stock as of the Record  Date,  1,186,200  shares of
Valhi common stock that a subsidiary of NL, Valhi's majority-owned titanium
dioxide pigments  subsidiary,  directly holds and 1,000,000 shares of Valhi
common stock that Valmont  Insurance  Company  ("Valmont"),  a wholly owned
subsidiary of Valhi,  directly  holds are excluded from the amount of Valhi
common stock outstanding.  Pursuant to Delaware corporate law, Valhi treats
these excluded shares as treasury stock for voting purposes.

The business  address of VGI,  National,  NOA,  Dixie  Holding,  the Master
Trust,  the  Foundation  and  Contran  is Three  Lincoln  Centre,  5430 LBJ
Freeway,  Suite 1700,  Dallas,  Texas  75240-2697.  The business address of
Dixie Rice is 600 Pasquiere Street, Gueydan,  Louisiana 70542. The business
address of Southwest is 402 Canal Street, Houma, Louisiana 70360.

(5)  Based on a Schedule 13G/A dated February 14, 2000 T. Rowe Price Associates,
Inc. ("T.  Rowe Price") and the T. Rowe Price  Small-Cap  Stock Fund,  Inc.
("T.  Rowe  Small-Cap  Fund") filed with the  Commission.  These shares are
shares that various  individuals and institutional  investors own for which
T. Rowe Price is an investment  advisor and of which T. Rowe Price has sole
voting  power over  338,700  shares and over all of which T. Rowe Price has
sole  dispositive  power.  T. Rowe  Small-Cap  Fund, an investment  company
sponsored  by T. Rowe Price,  has sole voting  power over  485,000 of these
shares.  T.  Rowe  Price  expressly  disclaims  that it is,  in  fact,  the
beneficial owner of these securities.  The address of T. Rowe Price and the
T. Rowe Small-Cap Fund is 100 E. Pratt Street, Baltimore, Maryland 21202.

(6)  Based on a  Schedule  13G/A  dated  February  1, 2000  David L.  Babson and
Company Incorporated ("Babson") filed with the Commission. These shares are
shares that various  investment  counseling clients own for which Babson is
an  investment  advisor.  The  address  of  Babson is One  Memorial  Drive,
Cambridge, Massachusetts 02142-1300.

(7)  Based on a Schedule  13G/A dated  February  14,  2000 FMR Corp.,  Edward C.
Johnson, 3d and Abigail P. Johnson filed with the Commission.  These shares
include (i)  567,566  shares  various  investment  companies  own for which
Fidelity  Management  &  Research  Company  ("Fidelity"),  a  wholly  owned
subsidiary  of FMR  Corp.,  is an  investment  advisor  and over  which Mr.
Johnson and FMR Corp., through its control of Fidelity,  and the investment
companies  have sole power to dispose;  and (ii) 217,700  shares over which
Fidelity  Management Trust Company, a wholly owned subsidiary of FMR Corp.,
serves as investment  manager and over which Mr. Johnson and FMR Corp. have
sole voting and dispositive power. Along with Mr. Johnson,  Abigail Johnson
may be deemed to be part of a  controlling  group with respect to FMR Corp.
and may be deemed to have the same voting and dispositive powers over these
shares as Mr. Johnson.  The address of the FMR Corp. and Mr. Edward and Ms.
Abigail Johnson is 82 Devonshire Street, Boston, Massachusetts 02109.

(8)  Based on a Schedule 13G/A dated February 7, 2000  MassMutual  Institutional
Funds - MassMutual  Small Cap Value Equity Fund  ("MassMutual")  filed with
the Commission.  These shares are shares that the MassMutual  Institutional
Funds own for which  Massachusetts  Mutual  Life  Insurance  Company  is an
investment  advisor.  The  address  of  MassMutual  is 1295  State  Street,
Springfield, Massachusetts 01111.

(9)  Based on a Schedule 13G dated February 10, 2000 Dalton,  Greiner,  Hartman,
Maher & Co. ("Dalton  Greiner")  filed with the Commission.  The address of
Dalton  Greiner is 1100 Fifth  Avenue  South,  Suite 301,  Naples,  Florida
34102.

(10) The shares of CompX  Class A Common  Stock shown as  beneficially  owned by
such  person  include  the  following  number of shares such person has the
right to acquire upon the exercise of stock options granted pursuant to the
1997 Plan that such person may exercise  within 60 days  subsequent  to the
Record Date:

Shares of CompX Class A Common
Stock Issuable Upon the
Exercise of Stock Options
Name of Beneficial Owner                                On or Before May 21, 2000
-----------------------------------------------------------------------        --------------------------

Paul M. Bass, Jr.......................................................                    800
David A. Bowers........................................................                 13,000
Joseph S. Compofelice..................................................                 40,000
Edward J. Hardin.......................................................                    800
Ann Manix..............................................................                    400
Glenn R. Simmons.......................................................                 20,400
Steven L. Watson.......................................................                  4,000
Ronald J. Simmons......................................................                 10,000
John A. Miller.........................................................                  8,000
Todd W. Strange........................................................                  3,000

(11) The shares of CompX  Class A Common  Stock shown as  beneficially  owned by
Joseph S. Compofelice include 1,000 shares he jointly holds with his wife.

CompX understands that Contran and related entities may consider  acquiring
or disposing of shares of CompX Common Stock  through  open-market  or privately
negotiated transactions, depending upon future developments,  including, but not
limited to, the  availability  and alternative uses of funds, the performance of
CompX Class A Common Stock in the market,  an  assessment of the business of and
prospects  for CompX,  financial and stock market  conditions  and other factors
deemed relevant by such entities.  CompX may similarly consider  acquisitions of
shares  of CompX  Class A Common  Stock  and  acquisitions  or  dispositions  of
securities issued by related entities.

CompX does not  presently  intend,  and  understands  that Contran does not
presently  intend,  to engage in any transaction or series of transactions  that
would result in the CompX Class A Common Stock becoming eligible for termination
of  registration  under the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), or ceasing to be traded on a national securities exchange.

Ownership of Valhi and its Parents.  The following  table and footnotes set
forth the beneficial ownership,  as of the Record Date, of the common stock, par
value $0.01 per share,  of Valhi ("Valhi Common Stock") held by each director of
CompX, each named executive officer and all directors and executive  officers of
CompX as a group.  Except as set forth below,  no securities  of CompX's  parent
companies are beneficially  owned by any director or executive officer of CompX.
All information has been taken from or based upon ownership filings made by such
persons with the Commission or upon information provided by such persons.

Valhi Common Stock
---------------------------------------
Amount and Nature of      Percent of
Name of Beneficial Owner                                                     Beneficial Ownership (1)   Class (1)(2)
------------------------                                                     ------------------------   ------------

Paul M. Bass, Jr.........................................................          1,000 (3)                 *
David A. Bowers..........................................................          5,000 (3)(4)              *
Joseph S. Compofelice....................................................            -0-                     *
Edward J. Hardin.........................................................            -0-                    -0-
Ann Manix................................................................            -0-                    -0-
Glenn R. Simmons.........................................................        423,183 (3)(4)(5)           *
Steven L. Watson.........................................................        328,635 (3)(4)              *
Ronald J. Simmons........................................................          7,000 (4)                 *
John A. Miller...........................................................            -0-                    -0-
Todd W. Strange..........................................................            -0-                    -0-
All directors and executive officers of CompX as a group (11 persons)....        764,818 (3)(4)(5)           *
--------------------

*    Less than 1%.

(1)  Except as  otherwise  noted,  the  listed  individuals  and group have sole
investment  power and sole  voting  power as to all shares of Valhi  Common
Stock set forth opposite  their names.  The number of shares and percentage
of ownership  of Valhi  Common  Stock for each person or group  assumes the
exercise by such  person or group  (exclusive  of others) of stock  options
that such person or group may  exercise  within 60 days  subsequent  to the
Record Date.

(2)  The  percentages  are based on  114,628,514  shares of Valhi  Common  Stock
outstanding  as of  the  Record  Date.  For  purposes  of  calculating  the
outstanding  shares of Valhi Common Stock as of the Record Date,  1,186,200
shares of Valhi  Common  Stock  held by a  subsidiary  of NL and  1,000,000
shares of Valhi Common  Stock held by Valmont are excluded  from the amount
of Valhi  Common Stock  outstanding.  Pursuant to Delaware  corporate  law,
Valhi treats these excluded shares as treasury stock for voting purposes.

(3)  Excludes  certain  shares that such  individual may be deemed to indirectly
and  beneficially  own as to which  such  individual  disclaims  beneficial
ownership. See footnote (4) to the "Ownership of CompX" table.

(4)  The shares of Valhi Common Stock shown as beneficially owned by such person
include the following number of shares such person has the right to acquire
upon the  exercise of stock  options  Valhi  granted  pursuant to its stock
option plans that such person may exercise within 60 days subsequent to the
Record Date:

Shares of Valhi Common Stock
Issuable Upon the Exercise
of Stock Options
Name of Beneficial Owner                               On or Before May 21, 2000
--------------------------------------------------------------------------     ----------------------------

David A. Bowers...........................................................                 5,000
Glenn R. Simmons..........................................................               420,000
Steven L. Watson..........................................................               310,000
Ronald J. Simmons.........................................................                 7,000

(5)  The shares of Valhi  Common Stock shown as  beneficially  owned by Glenn R.
Simmons include 800 shares his wife holds in her retirement  account,  with
respect to which shares he disclaims beneficial ownership. 

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHER INFORMATION

Compensation  of  Directors.  During 1999,  directors of CompX who were not
also employees of CompX received an annual retainer of $15,000 paid in quarterly
installments,  plus a fee of $1,000 per day for  attendance at meetings and as a
daily rate ($125 per hour) for other services rendered on behalf of the Board of
Directors and/or committees thereof. In addition,  directors who were members of
the audit  committee or MD&C  Committee  received an annual  retainer of $1,000,
paid in quarterly  installments,  for each committee on which they served. CompX
also reimbursed its nonemployee  directors for reasonable  expenses  incurred in
attending  meetings and in the performance of other services  rendered on behalf
of the Board of Directors and/or its committees. CompX paid director fees during
1999 to Paul M. Bass, Jr., Edward J. Hardin,  Ann Manix,  Glenn R. Simmons and a
former director, Robert W. Singer.

In February 1999, the MD&C Committee,  upon the recommendation of the Board
of Directors,  approved under the 1997 Plan annual grants to CompX's nonemployee
directors.  Each annual  grant  consists  of a grant at each  annual  meeting of
CompX's  stockholders  of 500  shares  of CompX  Class A Common  Stock and stock
options  exercisable  for 2,000  shares  of CompX  Class A Common  Stock,  which
options  will have an exercise  price equal to the closing  sales price of CompX
Class A Common Stock on the date of grant,  have a term of 10 years and vest 20%
over the first five anniversaries of the date of grant.

CompX and Valhi are parties to an  intercorporate  services  agreement (the
"Valhi ISA") pursuant to which Valhi provided  certain  services to CompX during
1999,  including  services that Steven L. Watson rendered to CompX. See "Certain
Relationships and Transactions-Intercorporate Services Agreements."

Summary of Cash and Certain Other Compensation of Executive  Officers.  The
Summary  Compensation  Table set forth  below  provides  information  concerning
annual and long-term  compensation paid or accrued by CompX and its subsidiaries
for services  rendered to CompX and its subsidiaries  during 1999, 1998 and 1997
by CompX's  chief  executive  officer  and each of the four  other  most  highly
compensated  individuals  who were  executive  officers of CompX at December 31,
1999.

SUMMARY COMPENSATION TABLE

Long Term
Compensation (1)
----------------
Awards
----------------
Annual Compensation (2)          Shares         
Name and                           --------------------------        Underlying          All Other
Principal Position           Year       Salary             Bonus         Options (#)       Compensation
-----------------------------------   -----     --------        ------------   ----------------    -------------- 

Joseph S. Compofelice (3)..........   1999      $500,000        $     -0-                -0-         $ 22,348 (5)
Chairman of the Board, President      1998       500,000        1,980,000 (4)        100,000           20,000 (5)
and Chief Executive Officer        1997           -0-              -0-                -0-              -0-

John A. Miller (6).................   1999       200,000           50,000 (6)         40,000              -0-
Vice President, Chief Financial
Officer and Treasurer

David A. Bowers....................   1999       160,000          120,000             15,000           22,348 (5)
Vice President and President of       1998       160,000          400,056 (4)         25,000           20,000 (5)
CompX Security Products            1997       147,000          125,000                -0-           20,500 (5)

Ronald J. Simmons (7)..............   1999       147,937           56,987             20,000            3,378 (9)
Vice President and President of       1998       125,514          449,231 (8)         15,000            3,383 (9)
CompX Americas                     1997       117,753           86,667                -0-            3,618 (9)

Todd W. Strange (10)...............   1999        99,840           15,000             15,000              -0-
Vice President and Controller         1998        16,640            5,000                -0-              -0-
--------------------

(1)  No shares of restricted stock were granted to the named executive  officers
nor payouts  made to the named  executive  officers  pursuant to  long-term
incentive  plans  during the last three years.  Therefore,  the columns for
such compensation have been omitted.

(2)  Other annual compensation for each of the named executive officers included
perquisites,  which  perquisites  were  less than the  level  required  for
reporting  pursuant to Commission  rules.  Therefore,  the column for other
annual compensation has been omitted.

(3)  Mr. Compofelice became an executive officer of CompX in December 1997.

(4)  Each of these named executive  officer's 1998 bonus amount includes CompX's
dollar amount  valuation of shares of CompX Class A Common Stock that CompX
awarded each of these named executive  officers in February 1998 as a bonus
subject to the  consummation  of CompX's  initial public  offering of CompX
Class A Common  Stock (the "IPO Bonus Share  Awards").  Pursuant to Messrs.
Compofelice's  and Bowers'  elections  under  section 83(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), CompX valued these IPO Bonus
Share  Awards for  purposes  of the  compensation  table above based on the
shares'  fair market  value at the time of the award  taking  into  account
their illiquidity at the time of the award. In March 1998,  pursuant to the
IPO Bonus Share  Awards,  CompX  issued to Messrs.  Compofelice  and Bowers
100,000 and 16,220 shares of CompX Class A Common Stock, respectively.

(5)  All other compensation for 1999, 1998 and 1997 for Messrs.  Compofelice and
Bowers consisted of CompX's matching  contributions to their accounts under
the NCL 401(k) Plan and CompX's  contributions  to their  account under the
National  Cabinet Lock, Inc. Capital  Accumulation  Pension Plan, a defined
contribution plan (the "CAPP Plan"), as follows:

Employer's
NCL 401(k) Plan   Employer's
Matching       CAPP Plan
Named Executive Officer                  Year    Contributions   Contributions   Total
---------------------------------------------------    ------  ---------------  -------------  -------

Joseph S. Compofelice...............................   1999         $7,530      $ 14,818      $ 22,348
1998          6,111        13,889        20,000
1997            -0-           -0-           -0-

David A. Bowers.....................................   1999         $7,530        14,818        22,348
1998          6,111        13,889        20,000
1997          5,740        14,760        20,500

(6)  Mr. Miller became an employee and executive  officer of CompX as of January
1, 1999 and received a $50,000 sign-on bonus.

(7)  Waterloo   paid  Ronald  J.  Simmons  his  base  salary,   cash  bonus  and
contributions  to his retirement  plan in Canadian  dollars.  CompX reports
these  amounts  in the table  above in U.S.  dollars  based on the  average
exchange  rates for 1999,  1998 and 1997 of CN$1.480 per US$1.00,  CN$1.478
per US$1.00 and CN$1.382 per US$1.00, respectively.

(8)  Mr.  Simmons' 1998 bonus amount  includes a dollar amount for Mr.  Simmons'
IPO Bonus Share Award.  CompX valued Mr. Simmons' IPO Bonus Share Award for
purposes of the compensation  table above at the CompX Class A Common Stock
initial public offering price of $20.00 per share. In March 1998,  pursuant
to Mr.  Simmons' IPO Bonus Share Award,  CompX issued to Mr. Simmons 16,220
shares of CompX Class A Common Stock.

(9)  These amounts represent Waterloo's contribution to the account of Ronald J.
Simmons  under The Salaried  Employee  Pension  Plan of Waterloo  Furniture
Components Limited.

(10) Mr. Strange became an executive officer of CompX as of December 15, 1998.

Grants of Stock Options.  The following  table provides  information,  with
respect to the named executive  officers,  concerning the grant of stock options
under the 1997 Plan during  1999.  CompX has not granted any stock  appreciation
rights ("SARs").

OPTION GRANTS IN 1999

Individual Grants
------------------------------------------------------
Potential Realizable Value at
Number of      Percent of                                 Assumed Annual Rates of
Shares of     Total Options                               Stock Price Appreciation
Underlying      Granted to     Exercise or                    for Option Term (1)
Options        Employees      Base Price    Expiraion  ------------------------------ 
Name               Granted (#)      in 1999       Per Share       Date           5%               10%
-------------------------    ------------    -----------    -----------   ----------  ------------      -------------

Joseph S. Compofelice....        -0-            0.00%           n/a            n/a           n/a               n/a

John A. Miller...........     40,000 (2)       16.46%        $20.00 (2)   01/25/09     $ 503,200 (3)   $  1,274,800 (3)

David A. Bowers..........     15,000 (2)        6.17%        $17.94 (2)   02/17/09       169,200 (4)        428,850 (4)

Ronald J. Simmons........     20,000 (2)        8.23%        $17.94 (2)   02/17/09       225,600 (4)        571,800 (4)

Todd W. Strange..........     15,000 (2)        6.17%        $20.00 (2)   01/25/09       188,700 (3)        478,050 (3)

All stockholders' gain (5)       n/a              n/a           n/a            n/a         109MM (5)          225MM (5)

-----------

(1)  Pursuant to the rules of the  Commission,  the amounts  under these columns
reflect  calculations  at  assumed  5%  and  10%  appreciation  rates  and,
therefore,  are not intended to forecast  future  appreciation,  if any, of
CompX Class A Common Stock. The potential realizable value to the optionees
was  computed as the  difference  between  the  appreciated  value,  at the
expiration  dates of the stock  options,  of the CompX Class A Common Stock
obtainable upon exercise of such stock options over the aggregate  exercise
price of such stock options.

The amount of gain to the  optionees is dependent on the amount of increase
in the  price of CompX  Class A  Common  Stock,  which  would  benefit  all
stockholders proportionately. These potentially realizable values are based
solely on arbitrarily assumed rates of appreciation  required by applicable
Commission regulations. Actual gains, if any, on stock option exercises are
dependent on the future performance of CompX Class A Common Stock,  overall
market conditions and the timing of the exercise thereof by each respective
optionee. There can be no assurance that the amounts reflected in the table
will be achieved.

(2)  This stock option is  exercisable  for shares of CompX Class A Common Stock
and  becomes  exercisable  at a rate  of  20% on  each  of the  first  five
anniversary  dates of the date of grant.  The exercise price for this stock
option can be paid in already  owned shares of CompX Class A Common  Stock,
provided  such  tendered  shares were held by the optionee for at least six
months.

(3)  The  appreciated  value per share on January 25, 2009,  based on the $20.00
per share  market value of a share of CompX Class A Common Stock on January
25, 1999,  would be $32.58 and $51.87 at the hypothetical 5% and 10% rates,
respectively.

(4)  The appreciated  value per share on February 17, 2009,  based on the $17.94
per share market value of a share of CompX Class A Common Stock on February
17, 1999,  would be $29.22 and $46.53 at the hypothetical 5% and 10% rates,
respectively.

(5)  The $109,053,000  and  $225,194,000  amounts shown represent the cumulative
increase in value  stockholders  would receive on all outstanding shares of
CompX Class A Common Stock over a ten-year  period at the  hypothetical  5%
and 10%  appreciation  rates,  respectively,  based on the $17.94 per share
market  value  of the  6,148,580  shares  of  CompX  Class A  Common  Stock
outstanding on the close of business February 17, 1999 and the reinvestment
of cash  dividends  paid at a rate equal to CompX's cash dividend  payments
initiated on December 31, 1999 of $0.125 per share per calendar quarter.

Stock  Option   Exercises  and  Holdings.   The  following  table  provides
information, with respect to the named executive officers, concerning the amount
the named executive  officer realized in 1999 upon the exercise of stock options
for Valhi Common Stock and the value of  unexercised  stock options  exercisable
for CompX Class A Common  Stock or Valhi  Common  Stock held as of December  31,
1999. Neither CompX nor Valhi has granted any SARs.

AGGREGATE STOCK OPTION EXERCISES IN 1999 AND
DECEMBER 31, 1999 OPTION VALUES

Number of Shares
Shares                            Underlying                Value of Unexercised
Acquired                     Unexercised Options at          In-the-Money Options
on                         December 31, 1999 (#)         at December 31, 1999 (1)
Exercise       Value        --------------------------    ---------------------------
Name                    (#)        Realized      Exercisable  Unexercisable    Exercisable   Unexercisable
-------------------------       --------     ----------     -----------  -------------    -----------   -------------

Joseph S. Compofelice
CompX Stock Options.....           -0-  $     -0-              20,000          80,000  $        -0-  $          -0-
Valhi Stock Options.....           -0-        -0-              50,000             -0-       173,000             -0-
----       ----              ------          ------       -------            ----
-0-        -0-              70,000          80,000       173,000             -0-

John A. Miller
CompX Stock Options.....           -0-        -0-                 -0-          40,000           -0-             -0-

David A. Bowers
CompX Stock Options.....             0          0               5,000          35,000           -0-           6,525
Valhi Stock Options.....        10,000     49,075  (2)            -0-           5,000           -0-          12,500
------     ------               -----          ------          ----          ------   
10,000     49,075               5,000          40,000           -0-          19,025

Ronald J. Simmons
CompX Stock Options.....             0          0               3,000          32,000           -0-           8,700
Valhi Stock Options.....         8,000     53,840  (2)          5,000           2,000           -0-           5,000
-----     ------               -----          ------          ----          ------    
8,000     53,840               8,000          34,000           -0-          13,700

Todd W. Strange
CompX Stock Options.....           -0-        -0-                 -0-          15,000           -0-             -0-

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

(1)  The aggregate amount is based on the difference  between the exercise price
of the individual  stock options and, as  applicable,  the $10.50 per share
closing sales price of Valhi Common Stock and the $18.375 per share closing
sales price of the CompX  Class A Common  Stock as reported on the New York
Stock Exchange Composite Tape on December 31, 1999.

(2)  The amount  realized is based on the  difference  between the last reported
sales  price per share of Valhi  Common  Stock as  reported on the New York
Stock  Exchange  Composite  Tape on the date of exercise  and the  exercise
price per share.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Exchange Act requires  CompX's  executive  officers,
directors  and  persons who own more than 10% of a  registered  class of CompX's
equity securities to file reports of ownership with the Commission, the New York
Stock Exchange, Inc. and CompX. Based solely on the review of the copies of such
forms and written  representations by certain reporting persons,  CompX believes
that for 1999 its executive  officers,  directors and 10% stockholders  complied
with all applicable filing requirements under Section 16(a).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, the MD&C  Committee  deliberated  on CompX  executive  officer
compensation.  The MD&C  Committee is currently  comprised of Paul M. Bass,  Jr.
(chairman) and Ann Manix, both nonemployee directors of CompX.

In 1999 no CompX  executive  officer  deliberated  on the  compensation  of
executive  officers  of  another  entity  (as a  member  of the  other  entity's
compensation committee, board of directors or otherwise), one of whose executive
officers  deliberated on the  compensation of CompX's  executive  officers (as a
member of the MD&C Committee, the Board of Directors or otherwise).

CompX and its  affiliates  engaged  and paid to Rogers & Hardin  LLP, a law
firm of which  CompX's  director  Edward J.  Hardin is a partner,  approximately
$75,000  in fees for  services  Rogers & Hardin  LLP  rendered  to CompX and its
affiliates in 1999. CompX expects that it and its affiliates will continue their
relationships with Rogers & Hardin LLP in 2000.

COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

The MD&C  Committee  consists of individuals  who are neither  officers nor
employees  of  CompX  or  its  subsidiaries.  The  MD&C  Committee  reviews  and
recommends  compensation  policies and  practices  related to CompX's  executive
officers and other employees,  including stock-based compensation.  However, any
action in connection with the salary of the chief executive  officer is reviewed
and  approved  by the  Board of  Directors  after a  recommendation  by the MD&C
Committee.  See "Meetings and  Committees of the Board of Directors - Management
Development and Compensation Committee."

CompX's executive  compensation  system generally consists of three primary
components:  salary, annual variable compensation and stock-based  compensation,
including  stock options,  restricted  stock and/or stock  appreciation  rights.
Through the use of the foregoing, the MD&C Committee seeks to achieve a balanced
compensation  package that will attract and retain high quality key  executives,
appropriately  reflect each such  executive  officer's  individual  performance,
contributions,  and general market value, and provide further  incentives to the
executive  officers to  maximize  annual  operating  performance  and  long-term
stockholder value.

Annual Salaries

Base salaries for executive  officers of CompX have been  established  on a
position-by-position basis. The chief executive officer conducts annual internal
reviews of executive  officer  salary levels other than his own in an attempt to
rank salary and job value to each  position.  The chief  executive  officer then
makes  recommendations  on salaries to the MD&C  Committee.  The MD&C  Committee
reviews  the chief  executive  officer's  recommendations  regarding  changes in
salaries  for  executive  officers  other  than  himself.  When  recommendations
regarding changes in salary levels are made by the chief executive officer,  the
MD&C  Committee  may take  such  actions,  including  any  modifications  to the
recommendation,  as it deems appropriate. If the MD&C Committee decides a change
in the salary of the chief  executive  officer is warranted,  the MD&C Committee
will  make  the  recommendation  to the  Board  of  Directors  and the  Board of
Directors  may  take  such  actions,   including   any   modifications   to  the
recommendation,  as it deems appropriate. In each case the determinations of the
MD&C Committee and the Board of Directors, as applicable, may be based primarily
on a subjective  evaluation of past and potential future individual  performance
and contributions and alternative  opportunities  that might be available to the
executives  in  question.  The MD&C  Committee  or the  Board of  Directors,  as
applicable,   may  also  review   compensation  data  from  companies  employing
executives in positions  similar to those whose  salaries were being reviewed as
well as market  conditions  for  executives  in  general  with  similar  skills,
background and performance levels, both inside and outside of CompX's businesses
(such companies may include companies  contained in the peer group index plotted
on the  Performance  Graph  following  this report),  and other  companies  with
similar financial and business  characteristics as CompX, or where the executive
in question has similar responsibilities.

The MD&C  Committee  based its actions  regarding  executive  officer  1999
salaries  primarily  upon the chief  executive  officer's  recommendations  with
regard to all  executive  officers  other than himself and its general  business
knowledge.  In 1999,  no  specific  survey or study was  utilized to make salary
determinations.  The MD&C  Committee  approved a 1999  salary  increase  for Mr.
Ronald J. Simmons from $123,300 annually to $150,000 annually due to an increase
in his  responsibilities.  No action was taken with respect to the 1999 salaries
of any of the other executive officers of CompX.

Annual Variable Compensation

Awards  under the  variable  compensation  plan  constitute  a  significant
portion of an executive's  potential  annual cash  compensation  (between 0% and
150% of salary for the chief executive officer and certain executive  officers).
Awards  are  based on CompX  and/or  business  units of CompX  achieving  annual
predetermined  operating income goals. CompX's management makes  recommendations
to the Board of Directors regarding the operating income plan for the year after
reviewing  market  conditions  and  CompX's  operations,  competitive  position,
marketing  opportunities,  and strategies for maximizing financial  performance.
The Board of Directors approves this  recommendation with modifications it deems
appropriate.  Based on the business plan for the year,  the MD&C  Committee sets
CompX's and its business units'  operating income goals at three levels that are
designed to help focus CompX's executives on achieving superior annual operating
results in light of existing conditions: a threshold level, which is the minimum
operating income level for any award to be made under the variable  compensation
plan (the "Minimum  Level"),  a target level (the "Target  Level") and a maximum
level (the "Maximum Level"). The variable compensation plan, in combination with
salary,  is  designed  to  result  in  executive  officers  and  other  eligible
participants  receiving annual cash compensation below competitive  compensation
levels if the Minimum Level is not achieved.

Pursuant to the variable  compensation  plan, if operating  income is below
the Minimum  Level,  no variable  compensation  is paid. If the Minimum Level is
met, executive officers are eligible to receive variable  compensation  payments
that in 1999 ranged  between 20% and 50% of salary,  depending on the executive.
If the Target Level is reached, the range of variable  compensation  payments is
higher,  and in 1999  ranged  between 30% and 100% of salary,  depending  on the
executive. If the Maximum Level is reached or exceeded,  executives are eligible
to receive the highest variable compensation  payments, and in 1999 the range of
payments for which  executives were eligible was between 40% and 150% of salary,
depending on the executive.

As a result of CompX  achieving  1999  operating  income  below the Minimum
Level,  in the first  quarter of 2000 the MD&C  Committee  awarded  no  variable
compensation to the chief executive officer and the chief financial officer. The
1999 variable compensation of each of the other executive officers, however, was
partially based on a respective  business unit of CompX that achieved  operating
income above one of the unit's operating income goals. Accordingly, in the first
quarter of 2000 the MD&C Committee awarded a variable compensation award to each
such executive  officer based on the achieved  operating income goal of the unit
to which such executive officer's variable compensation was partially based. The
1999 awards under the variable compensation plan to the named executive officers
are set forth in the bonus  column in the Summary  Compensation  Table set forth
above.

Apart from the variable  compensation  plan,  the MD&C  Committee may award
other bonuses  outside of the variable  compensation  plan as the MD&C Committee
deems  appropriate  from time to time  under its  general  authority  or under a
separate discretionary plan. The MD&C Committee did not award such other bonuses
to executive officers, including the chief executive officer, in 1999.

Stock-Based Compensation

The 1997 Plan supports the goal of maximizing  long-term  stockholder value
by  providing  for  stock-based  compensation,  the  value of which is  directly
related to increases in stockholder  value.  Stock option grants, in particular,
are considered a significant  element of CompX's total compensation  package for
the chief executive officer and the other executive  officers of CompX. The MD&C
Committee  believes that  compensation  linked to stock price  performance helps
focus the  executives'  attention on management of CompX from the  stockholders'
perspective.

Stock  option  grants  are  intended  to  provide  incentives  to  increase
stockholder value in the future and to reward past performance by the executive.
In 1999,  the MD&C Committee  reviewed  recommendations  by the chief  executive
officer regarding stock option grants to executive officers other than the chief
executive  officer.  The MD&C  Committee  granted  stock  options  to  executive
officers,  other than the chief executive officer,  based on the chief executive
officer's recommendations. The chief executive officer based his recommendations
on  a  subjective   evaluation   regarding  each  executive's   performance  and
responsibilities.   In  1999,  the  chief  executive  officer  included  in  his
recommendations  regarding the number of options to be granted to each executive
officer, other than the chief executive officer, the amount and terms of options
already  held by such  officers.  The MD&C  Committee  did not  grant  the chief
executive  officer any stock options in 1999. Stock options granted to executive
officers  in 1999 are  reported  in the  Option  Grants in 1999  table set forth
above.

To help assure a focus on long-term  creation of stockholder value, in 1999
the MD&C Committee  granted stock options with a term of ten years that vest 20%
on each of the first five  anniversaries  of the stock  option's  date of grant.
Although permitted under the 1997 Plan, the MD&C Committee in 1999 did not grant
any restricted stock, stock appreciation rights or other equity-based awards.

Tax Code Limitation on Executive Compensation Deductions

In 1993,  Congress  amended  the  Internal  Revenue  Code to  impose a $1.0
million  deduction limit on compensation paid to the chief executive officer and
the four other most highly  compensated  executive officers of public companies,
subject to certain  transition  rules and exceptions for  compensation  received
pursuant to non-discretionary performance-based plans approved by such company's
shareholders.  It is CompX's  general policy to structure the  performance-based
portion of the  compensation of its executive  officers in a manner that permits
CompX to deduct fully such compensation.

The  foregoing  report is submitted  by the  following  individuals  in the
capacities indicated:

Paul M. Bass, Jr.                         Ann Manix
Chairman of the MD&C Committee            Member of the MD&C Committee

PERFORMANCE GRAPH

Set  forth  below  is a line  graph  comparing  the  yearly  change  in the
cumulative  total  stockholder  return on CompX Class A Common Stock against the
cumulative total return of the Russell 2000 Stock Index and a self-selected peer
group of companies index for the period  commencing March 6, 1998 (the date upon
which CompX first  registered with the Commission the CompX Class A Common Stock
under  Section  12 of the  Exchange  Act) and  ending  December  31,  1999.  The
self-selected  peer group index is comprised of Bush  Industries,  Inc.,  Herman
Miller, Inc., HON Industries Inc.,  Interface,  Inc., Knape & Vogt Manufacturing
Company,  Leggett & Platt,  Incorporated  and Steelcase Inc.  Knoll,  Inc. is no
longer in the peer group as a result of its equity  securities  no longer  being
publicly  traded.  The graph  shows the value at December  31, 1999  assuming an
original  investment  of $100  and  reinvestment  of cash  dividends  and  other
distributions to stockholders.

Comparison of Cumulative Return Among CompX International Inc.,
the Russell 2000 Index and a Self-Selected Peer Group Index

[PERFORMANCE GRAPH GOES HERE]

March 6,         December 31,        December 31,
1998              1998                 1999
--------         -------------       ------------

CompX International Inc................................              $100             $132                $93

Russell 2000 Index.....................................               100               91                109

Self-Selected Peer Group Index.........................               100               70                 63

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Relationships  with  Related  Parties.  As  set  forth  under  the  caption
"Security  Ownership,"  Harold C.  Simmons,  through  Contran,  may be deemed to
control  CompX.  CompX and other entities that may be deemed to be controlled by
or  affiliated  with  Mr.  Simmons   sometimes  engage  in  (a)   intercorporate
transactions  such as guarantees,  management and expense sharing  arrangements,
shared fee arrangements, joint ventures, partnerships,  loans, options, advances
of funds on open account and sales,  leases and  exchanges of assets,  including
securities  issued  by  both  related  and  unrelated  parties  and  (b)  common
investment and acquisition strategies,  business combinations,  reorganizations,
recapitalizations,  securities  repurchases  and  purchases and sales (and other
acquisitions  and  dispositions)  of  subsidiaries,  divisions or other business
units,  which  transactions have involved both related and unrelated parties and
have included transactions that resulted in the acquisition by one related party
of a publicly held minority  equity  interest in another  related  party.  CompX
continuously  considers,  reviews and evaluates and understands that Contran and
related  entities  consider,  review  and  evaluate  transactions  of  the  type
described  above.  Depending upon the business,  tax and other  objectives  then
relevant,  it is  possible  that  CompX  might be a party to one or more of such
transactions  in the  future.  In  connection  with these  activities  CompX may
consider  issuing   additional   equity   securities  or  incurring   additional
indebtedness.   CompX's  acquisition   activities  may  in  the  future  include
participation in the acquisition or restructuring  activities conducted by other
companies that may be deemed to be controlled by Mr.  Simmons.  It is the policy
of CompX to engage in transactions with related parties on terms, in the opinion
of CompX,  no less  favorable  to CompX than could be  obtained  from  unrelated
parties.

No  specific   procedures  are  in  place  that  govern  the  treatment  of
transactions  among CompX and its related  entities,  although such entities may
implement  specific  procedures as appropriate for particular  transactions.  In
addition,  under  applicable  principles  of law, in the absence of  stockholder
ratification  or  approval  by  directors  who  may  be  deemed   disinterested,
transactions  involving  contracts  among companies under common control must be
fair  to  all  companies  involved.  Furthermore,  directors  and  officers  owe
fiduciary  duties of good  faith and fair  dealing  to all  stockholders  of the
companies for which they serve.

Intercorporate  Services Agreements.  Under the Valhi ISA, Valhi renders or
provides for certain management,  financial and administrative services to CompX
on a fee  basis.  Such fees are based  upon  estimates  of time  devoted  to the
affairs of CompX by individual Valhi employees and the salaries of such persons.
CompX paid Valhi fees of $324,000 for services  rendered  under the Valhi ISA in
1999. In addition,  Valhi charged CompX for the out-of-pocket  costs incurred in
rendering   such   services.   The  Valhi  ISA   automatically   extends   on  a
quarter-to-quarter  basis,  subject to  termination  by either party pursuant to
written  notice 30 days  prior to a  quarter-end,  and may be  amended by mutual
agreement.

Under the ISA between  CompX and NL (the "NL ISA"),  NL makes  available to
CompX on a fee basis  certain  accounting  and  internal  auditing  services and
occupancy and related  office  services for CompX's  offices in Houston,  Texas.
Such fees are based upon  estimates of NL's costs of providing  such services to
CompX.  CompX paid NL fees of $173,000 for such  services  rendered in 1999.  In
addition,  NL charged CompX for the  out-of-pocket  costs  incurred in rendering
such services.  The NL ISA automatically extends on a quarter-to-quarter  basis,
subject to  termination by either party pursuant to written notice 30 days prior
to a quarter-end, and may be amended by mutual agreement.

Insurance  Brokerage  Commissions.   NL  Insurance  Ltd.  of  Vermont  ("NL
Insurance"),  Valmont  and EWI RE,  Inc.  ("EWI")  provide or broker  certain of
CompX's  insurance  policies.  NL Insurance is a wholly owned captive  insurance
company of  Tremont.  Valmont is a wholly  owned  captive  insurance  company of
Valhi.  Parties  related to Contran own 90% of the  outstanding  common stock of
EWI,  and a  son-in-law  of Harold C.  Simmons  manages the  operations  of EWI.
Consistent  with insurance  industry  practices,  NL Insurance,  Valmont and EWI
receive  commissions  from the insurance and  reinsurance  underwriters  for the
policies that they provide or broker.  During 1999,  CompX and its  subsidiaries
paid  approximately  $431,000 for policies provided or brokered by NL Insurance,
Valmont and/or EWI. These amounts principally  included payments for reinsurance
and  insurance  premiums  paid to unrelated  third  parties,  but also  included
commissions  paid to NL  Insurance,  Valmont  and EWI. In CompX's  opinion,  the
amounts that CompX and its  subsidiaries  paid for these insurance  policies are
reasonable  and  similar to those they could  have  obtained  through  unrelated
insurance companies and/or brokers.  CompX expects that these relationships with
NL Insurance, Valmont and EWI will continue in 2000.

OTHER MATTERS

The Board of Directors  knows of no other  business  that will be presented
for consideration at the Meeting.  If any other matters properly come before the
Meeting,  the persons  designated as agents in the enclosed proxy card or voting
instruction  form  will vote on such  matters  in  accordance  with  their  best
judgment.

INDEPENDENT PUBLIC ACCOUNTANTS

The  firm  of   PricewaterhouseCoopers   LLP  served  as  CompX's   primary
independent  public  accountants  for the year ended December 31, 1999.  CompX's
audit  committee has  appointed  PricewaterhouseCoopers  LLP as CompX's  primary
independent   public   accountants  for  the  year  ending  December  31,  2000.
Representatives  of  PricewaterhouseCoopers  LLP are not  expected to attend the
Meeting.

STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2001

Stockholders  may submit  proposals on matters  appropriate for stockholder
action at CompX's annual stockholder meetings,  consistent with rules adopted by
the Commission. Such proposals must be received by CompX not later than December
6, 2000 to be considered for inclusion in the proxy  statement and form of proxy
relating to the Annual  Meeting of  Stockholders  in 2001.  For  proposals to be
brought at the 2001 Annual Meeting of Stockholders but not included in the proxy
statement for such  meeting,  CompX's  bylaws  require that the proposal must be
delivered to or mailed and received at the principal  executive offices of CompX
no later  than ten days  following  the date on which  notice of the date of the
annual  meeting was mailed or public  disclosure  of the date of the meeting was
made.  Any such proposals  should be addressed to:  Corporate  Secretary,  CompX
International Inc., Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,
Texas 75240-2697.

1999 ANNUAL REPORT ON FORM 10-K

A copy of  CompX's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  1999,  as filed with the  Commission,  is included as part of the
annual report mailed to CompX's  stockholders with this proxy statement.  Copies
of such annual  report may be  obtained  without  charge by  writing:  Corporate
Secretary,  CompX  International  Inc., Three Lincoln Centre,  5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697.

COMPX INTERNATIONAL INC.

Houston, Texas
March 30, 2000

CompX International Inc.
16825 Northchase Drive, Suite 1200
Two Greenspoint Plaza
Houston, Texas 77060

COMPX INTERNATIONAL INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF COMPX INTERNATIONAL INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2000

The undersigned  hereby appoints Joseph S. Compofelice,  John A. Miller
and A. Andrew R. Louis,  and each of them,  proxy and  attorney-in-fact  for the
undersigned,  with  full  power  of  substitution,  to  vote  on  behalf  of the
undersigned at the 2000 Annual Meeting of Stockholders  (the "Meeting") of CompX
International Inc., a Delaware corporation ("CompX"),  to be held at the offices
of Valhi, Inc. at Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,
Texas  on  Thursday,  May 11,  2000,  at 10:00  a.m.  (local  time),  and at any
adjournment or  postponement  of said Meeting,  all of the shares of class A and
class B common stock,  par value $0.01 per share,  of CompX standing in the name
of the  undersigned  or that  the  undersigned  may be  entitled  to vote on the
proposals set forth, and in the manner directed, on this proxy.

THIS PROXY MAY BE REVOKED AS SET FORTH IN THE COMPX PROXY
STATEMENT THAT ACCOMPANIED THIS PROXY.

This proxy, if properly executed,  will be voted in the manner directed
on this  proxy.  If no  direction  is made,  this proxy will be voted  "FOR" all
nominees  for  election  as  directors  named in  proposal 1 and,  to the extent
allowed by the federal  securities  laws, in the discretion of the proxies as to
all other matters that may properly come before the Meeting and any  adjournment
or postponement thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE.

COMPX INTERNATIONAL INC.
PLEASE MARK YOUR VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

1.       Election of Seven Directors

Nominees:         Paul M. Bass, Jr., David A. Bowers,  Joseph S.
Compofelice,  Edward J. Hardin,  Ann Manix,  Glenn R.
Simmons and Steven L. Watson.

[  ].....FOR all nominees

[  ].....WITHHOLD AUTHORITY to vote for all nominees

[  ].....FOR all nominees (except as marked)

----------------------------------------------------------------------
(INSTRUCTION:  To withhold  authority to vote for any  individual  nominee,
write that nominee's name on the space provided above.)

2.       In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournment or
postponement thereof.

[  ]  FOR               [  ]  AGAINST             [  ]  ABSTAIN

Address Change    [  ]
(Instruction:  Make necessary corrections to the mailing label.)

SIGNATURE(S)                                          DATE
----------------------------------            ------------------

SIGNATURE(S)                                          DATE
----------------------------------            ------------------

NOTE:         Please sign exactly as the name that  appears on this card.  Joint
owners should each sign.  When signing other than in an individual
capacity,  please fully  describe such capacity.  The  undersigned
hereby  revokes  all  proxies  heretofore  given  to  vote at said
Meeting and any adjournment or postponement thereof.