SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant:                                           [ X ]
Filed by a Party other than the Registrant:                    [   ]

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[   ] Preliminary Proxy Statement         [   ] Confidential, for Use of the
[ X ] Definitive Proxy Statement                Commission Only (as permitted
[   ] Definitive Additional Materials           by 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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[LOGO GOES HERE]

COMPX INTERNATIONAL INC.
THREE LINCOLN CENTRE
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697

March 31, 2001

To Our Stockholders:

You are  cordially  invited  to  attend  the  2001  Annual  Meeting  of
Stockholders of CompX  International  Inc., which will be held on Thursday,  May
10,  2001,  at 10:00 a.m.,  local time,  at CompX's  corporate  offices 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,

Brent A. Hagenbuch
President and Chief Executive Officer

COMPX INTERNATIONAL INC.
THREE LINCOLN CENTRE
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 10, 2001

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY  GIVEN that the 2001  Annual  Meeting of  Stockholders
(the "Meeting") of CompX International Inc., a Delaware  corporation  ("CompX"),
will be held on Thursday,  May 10, 2001,  at 10:00 a.m.,  local time, at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas for the following purposes:

(1)      To elect six  directors  to serve  until  the 2002  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 23,
2001 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

Dallas, Texas
March 31, 2001

COMPX INTERNATIONAL INC.
THREE LINCOLN CENTRE
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697

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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 2001
Annual Meeting of Stockholders of CompX to be held on Thursday, May 10, 2001 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, 2000 (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 6, 2001.  CompX's
executive offices are located at Three Lincoln Centre,  5430 LBJ Freeway,  Suite
1700, Dallas, Texas 75240-2697.

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 23, 2001 (the "Record  Date").  As of the Record  Date,  there
were  5,117,280  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.  However,  since  director  nominees  need only receive the vote of a
plurality of the votes  represented  at the Meeting and entitled to vote, a vote
withheld from a particular nominee will not affect the election of such nominee.

Except as applicable  laws may otherwise  provide,  the approval of any
other  matter  that may  properly  come  before the  Meeting  will  require  the
affirmative vote of a majority of the votes  represented and entitled to vote at
the  Meeting.  Shares of CompX  Common  Stock that are voted to abstain from any
other business coming before the Meeting and  broker/nominee  non-votes will not
be counted as votes for or against any such other matter.

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  66.1% 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 7.3% of the outstanding shares of CompX Class A Common Stock as of
the Record Date  (approximately  2.5% of the combined  voting power of the CompX
Common  Stock).  Together  Valcor  and  Valhi  hold  approximately  68.6% of the
combined  voting power of the CompX Common  Stock  (approximately  95.5% 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.

Computershare    Investor    Services,    L.L.C.   or   its   successor
("Computershare"),  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 Computershare a written  revocation of the
proxy, delivering to Computershare 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 CompX Contributory  Retirement Plan, as
amended (the "CompX 401(k) Plan"),  who are  beneficial  owners of CompX Class A
Common Stock under such plan may use the  enclosed  voting  instruction  form to
instruct  the plan trustee how to vote the shares held for such  employees.  The
trustee will,  subject to the terms of the 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 six.  The  directors  elected at the
Meeting will hold office until the 2002 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 2002 Annual Meeting of Stockholders.

Paul M. Bass,  Jr., age 65, has been a director of CompX since 1997 and
is a member of CompX's  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 1996, 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 63, has served as CompX's  vice  chairman of the
board and chief operating officer since December 2000 and as a director of CompX
since 1993.  From October 2000 to December  2000, Mr. Bowers served as president
and chief  operating  officer of CompX.  From  January  1999 to October  2000 he
served as CompX's vice president and president of CompX Security Products.  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.

Edward J. Hardin,  age 58, 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 48, has served as a director  of CompX  since June 1998
and is a member of CompX's audit committee and the MD&C  Committee.  Since prior
to 1996,  Ms.  Manix  has  served  as a  managing  partner  of  Ducker  Research
Corporation, a privately held industrial research firm.

Glenn R. Simmons,  age 73, has served as chairman of the board of CompX
since  October  2000 and  director  of CompX since 1993.  From  October  2000 to
December 2000, Mr. Simmons served as chief executive officer of CompX. From 1993
to 1998, Mr. Simmons also served as chairman of the board of CompX.  Mr. Simmons
has been vice  chairman of the board of Valhi and  Contran  since prior to 1996.
Mr. Simmons also serves as a director of Valhi's majority owned  subsidiary,  NL
Industries,  Inc. ("NL"), a titanium dioxide pigments  company;  chairman of the
board of  Keystone;  a director  of Titanium  Metals  Corporation  ("TIMET"),  a
company  engaged in the titanium  metals  industry of which Tremont  Corporation
("Tremont") owns approximately 39%; and a director of Tremont,  Valhi's majority
owned  indirect  subsidiary  that in  addition  to its  holdings  in TIMET  owns
approximately 20% of NL and interests in land development entities.  Mr. Simmons
has been an  executive  officer  or  director  of various  companies  related to
Contran  since  1969.  Mr.  Simmons  is the  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 50,  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,  NL,  Tremont and
TIMET.  From prior to 1996 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 1998.  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 seven  meetings and took action by written
consent in lieu of a meeting on four  occasions in 2000.  Each of the  directors
participated  in at  least  75% of all of the  2000  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 serve as an independent and objective  party to review the  corporation's
auditing,  accounting and financial reporting processes. The responsibilities of
the audit  committee  are more  specifically  set  forth in the audit  committee
charter attached as Exhibit A to this proxy statement.  For further  information
on the role of the audit  committee,  see  "Independent  Auditor  Matters--Audit
Committee  Report."  The current  members of the audit  committee  are Edward J.
Hardin  (chairman),  Paul M. Bass, Jr. and Ann Manix.  The audit  committee held
five meetings in 2000.

Management  Development  and  Compensation  Committee.   The  principal
responsibilities of the MD&C Committee are to review and approve certain matters
involving  executive  compensation;  to take  action  or to review  and  approve
certain  matters  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. For further  information  on the role of the MD&C  Committee,
see "Compensation  Committee's  Report On Executive  Compensation."  The current
members of the MD&C  Committee are Paul M. Bass,  Jr.  (chairman) and Ann Manix.
The MD&C  Committee  held  three  meetings  in 2000 and took  action by  written
consent in lieu of a meeting on two occasions.

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 Glenn R.
Simmons and David A. Bowers is set forth under "Election of  Directors--Nominees
for Director."

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

Glenn R. Simmons...............      73      Chairman of the Board

David A. Bowers................      63      Vice Chairman of the Board and Chief Operating Officer

Brent A. Hagenbuch.............      41      President and Chief Executive Officer

Stuart M. Bitting..............      42      Vice President, Chief Financial Officer and Treasurer

Wouter J. Dammers..............      48      Vice President

Robert L. Janson...............      48      Vice President

Julian M. Steinberg............      46      Vice President

Todd W. Strange................      43      Vice President and Controller

Brent A. Hagenbuch has served as president and chief executive  officer
of CompX since January 2001.  From March 2000 to December  2000,  Mr.  Hagenbuch
served as chief operating officer or chief financial officer of e-Chemicals,  an
electronic commerce service provider in the industrial chemicals industry.  From
1998 to March 2000,  Mr.  Hagenbuch  served as corporate vice president at Suiza
Foods Corporation,  a manufacturer and distributor of dairy products.  From 1996
to 1998, Mr. Hagenbuch served as chief financial  officer of a division of Frito
Lay, Inc., a subsidiary of PepsiCo, Inc. that manufactures and distributes snack
foods.

Stuart M.  Bitting has served as vice  president,  treasurer  and chief
financial officer since March 2001. From January 2001 to March 2001, Mr. Bitting
served as chief financial officer of MSU Corporation,  an internet access device
manufacturer.  From July 1999 to  December  2000,  Mr.  Bitting  served as chief
financial officer of The LTC Group, a digital pre-media  services company.  From
May 1997 to July 1999, Mr. Bitting served as vice president of operation finance
of Centex Homes,  a home builder.  From prior to 1996 to May 1997,  Mr.  Bitting
held various financial positions with Frito-Lay,  Inc., a subsidiary of PepsiCo,
Inc.

Wouter J. Dammers has served as vice  president of CompX since May 2000
and managing  director of CompX's Dutch  subsidiary,  Thomas Regout Holding B.V.
("Thomas Regout"), since September 1999. From prior to 1996 to 1999, Mr. Dammers
served as  president  of BIK  Bouwprodukten  B.V.,  a  manufacturer  of  plastic
building products.

Robert L.  Janson has served as vice  president  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 1996 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.

Julian M.  Steinberg  has served as CompX's vice  president  since July
2000.  Prior to July 2000, Mr.  Steinberg served for twenty-two years in various
positions with the B.F.  Goodrich  Company  ("BFGoodrich"),  a manufacturer  and
supplier of a variety of systems and component parts for the aerospace industry.
Mr.  Steinberg's  last position  with  BFGoodrich  was as vice  president of the
specialty plastics unit.

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 prior
to 1996 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. 

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 "SEC"),  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 current or former executive officer
of CompX  named in the  Summary  Compensation  Table  below (a "named  executive
officer") and all current 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  SEC 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%          66.1%
Valhi, Inc....................        374,000  (3)(4)          7.3%            -0-  (3)(4)    -0-           2.5%
-------                 ----      ----------           ---           ----
374,000  (4)             7.3%     10,000,000  (4)      100%          68.6%

T. Rowe Price Associates, Inc.      1,098,200  (5)            21.5%            -0-           -0-           7.3%
Rutabaga Capital Management...        919,710  (6)            18.0%            -0-           -0-           6.1%
Wellington Management Company,
LLP........................        596,300  (7)            11.7%            -0-           -0-           3.9%
SSB Citi Fund Management LLC..
554,800  (8)            10.8%            -0-           -0-           3.7%
MassMutual Institutional Funds
MassMutual Small Cap Value
Equity Fund................        446,300  (9)             8.7%            -0-           -0-           3.0%
Dalton, Greiner, Hartman, Maher
& Co.......................        373,000  (10)            7.3%            -0-           -0-           2.5%

Paul M. Bass, Jr..............          2,800  (4)(11)          *              -0-           -0-              *
David A. Bowers...............         47,220  (4)(11)          *              -0-           -0-              *
Edward J. Hardin..............          6,300  (11)             *              -0-           -0-              *
Ann Manix.....................          4,700  (11)             *              -0-           -0-              *
Glenn R. Simmons..............         37,200  (4)(11)          *              -0-           -0-              *
Steven L. Watson..............          7,900  (4)(11)          *              -0-           -0-              *
Wouter J. Dammers.............            -0-                  -0-             -0-           -0-             -0-
Todd W. Strange...............          8,000  (11)             *              -0-           -0-              *
Joseph S. Compofelice.........        111,200  (12)            2.2%            -0-           -0-              *
John A. Miller................         21,000  (11)             *              -0-           -0-              *
All current directors and
executive officers of CompX
as a group (12 persons) ...        118,920  (4)(11)         2.3%            -0-           -0-              *

----------
*        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 5,117,280  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  68.6% of the combined voting
power of the CompX Common Stock  (approximately  95.5% 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.

Valhi Group, Inc. ("VGI"),  National City Lines, Inc.  ("National") and
Contran are the direct holders of approximately  81.7%,  9.5% and 1.8%,
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 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. 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.

Harold C.  Simmons'  spouse is the  direct  beneficial  owner of 20,000
shares of CompX  Class A Common  Stock,  or  approximately  0.4% of the
outstanding  CompX Class A Common Stock.  Mr.  Simmons may be deemed to
share  indirect  beneficial  ownership  of  such  shares.  Mr.  Simmons
disclaims all such beneficial ownership.

Edward J. Hardin is a director of Valhi and Glenn R. Simmons and Steven
L. Watson are  directors of Valhi and  Contran.  Mr.  Hardin  disclaims
beneficial  ownership of any shares of CompX  Common Stock  directly or
indirectly  held by Valhi  or any of its  subsidiaries.  Messrs.  Glenn
Simmons and Watson disclaim beneficial ownership of any shares of CompX
Common Stock  directly or indirectly  held by Contran,  Valhi or any of
their subsidiaries.

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. U.S. Bank National Association 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, Glenn R. Simmons and
Steven L. Watson are members of Valhi's  board of  directors  and along
with David A. Bowers 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  Amendment  No. 3 to Schedule  13G dated  February 14, 2001 T.
Rowe  Price  Associates,  Inc.  ("T.  Rowe  Price"),  the T. Rowe Price
Small-Cap  Stock Fund, Inc. ("T. Rowe Small-Cap Stock Fund") and the T.
Rowe Price  Small-Cap Value Fund, Inc. ("T. Rowe Small-Cap Value Fund")
filed with the SEC.  These shares are shares that  various  individuals
and  institutional  investors  own  for  which  T.  Rowe  Price  is  an
investment  advisor.  T. Rowe Price has sole dispositive power over all
of these shares and sole voting power over 124,000 of these shares.  T.
Rowe Small-Cap Stock Fund, an investment  company  sponsored by T. Rowe
Price,  has sole voting  power over  463,700 of these  shares.  T. Rowe
Small-Cap Value Fund, an investment company sponsored by T. Rowe Price,
has sole  voting  power  over  415,000 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,  the T. Rowe Small-Cap Stock
Fund and the T.  Rowe  Small-Cap  Value  Fund is 100 E.  Pratt  Street,
Baltimore, Maryland 21202.

(6)      Based on Amendment  No. 2 to Schedule 13G dated March 9, 2001  Rutabaga
Capital  Management  ("Rutabaga")  filed with the SEC.  The  address of
Rutabaga is 2 Oliver Street, Second Floor, Boston, Massachusetts 02109.

(7)      Based on a Schedule 13G dated  January 10, 2001  Wellington  Management
Company,  LLP  ("Wellington")  filed  with  the SEC.  Wellington  is an
investment  advisor and these  shares are owned of record by clients of
Wellington.  Wellington has shared  dispositive power over all of these
shares  and shared  voting  power over  331,300  of these  shares.  The
address of Wellington is 75 State Street, Boston, Massachusetts 02109.

(8)      Based  on a  Schedule  13G  dated  February  13,  2001  SSB  Citi  Fund
Management LLC ("SSB Citi"), Salomon Smith Barney Holdings Inc. ("SSB")
and Citigroup Inc.  ("Citigroup")  filed with the SEC. Citigroup is the
sole  stockholder  of SSB and SSB is the sole  stockholder of SSB Citi.
Each of SSB Citi, SSB and Citigroup have shared voting and  dispositive
power over all of these shares.  The address of SSB Citi and SSB is 388
Greenwich Street, New York, New York 10013. The address of Citigroup is
399 Park Avenue, New York, New York 10043.

(9)      Based on  Amendment  No. 1 to  Schedule  13G  dated  February  7,  2000
MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund
("MassMutual")  filed with the SEC.  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.

(10)     Based on  Amendment  No. 1 to Schedule  13G Dalton,  Greiner,  Hartman,
Maher & Co.  ("Dalton  Greiner")  filed  with the SEC.  The  address of
Dalton  Greiner is 565 Fifth  Avenue,  Suite 2101,  New York,  New York
10017.

(11)     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 22, 2001
-----------------------------------------------------          ------------------------------

Paul M. Bass, Jr.                                                       1,800
David A. Bowers...............................................         26,000
Edward J. Hardin..............................................          1,800
Ann Manix.....................................................          1,200
Glenn R. Simmons..............................................         31,200
Steven L. Watson..............................................          6,400
Todd W. Strange...............................................          8,000
John A. Miller................................................         21,000
All other current executive officers of as a group (4 persons)          4,000

(12)     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.

In 2000 and 2001, the Board of Directors  authorized CompX  repurchases
of  1,087,400  shares of CompX Class A Common  Stock.  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 current 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 is taken from or based upon ownership  filings
made by such persons with the SEC 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.........................................................            -0- (3)                -0-
David A. Bowers..........................................................          5,000 (3)                 *
Edward J. Hardin.........................................................          3,000 (3)(4)              *
Ann Manix................................................................            -0-                    -0-
Glenn R. Simmons.........................................................        353,183 (3)(4)(5)           *
Steven L. Watson.........................................................        318,635 (3)(4)              *
Wouter J. Dammers........................................................            -0-                    -0-
Todd W. Strange..........................................................            -0-                    -0-
Joseph S. Compofelice....................................................            -0-                    -0-
John A. Miller...........................................................            -0-                    -0-
All current directors and executive officers of CompX as a group
(12 persons)..........................................................        679,818 (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 114,692,317  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 22, 2001
-----------------------------------------------------------          ---------------------------

Edward J. Hardin..................................................             2,000
Glenn R. Simmons..................................................           350,000
Steven L. Watson..................................................           300,000

(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 2000, 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's current  directors who
received director fees during 2000 were Paul M. Bass, Jr., Edward J. Hardin, Ann
Manix, Glenn R. Simmons and Steven L. Watson.

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 on the day of the annual  meeting of  stockholders.  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 2000,  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 2000, 1999 and 1998
by each person who was the chief executive officer of CompX during 2000 and each
of the four  other  most  highly  compensated  individuals  who  were  executive
officers of CompX at December 31, 2000.

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

Glenn R. Simmons (3)......   2000  $ 41,990 (4) $      -0-      $        -0-            2,000         $     -0-
Chairman of the Board and    1999    40,618 (4)        -0-               -0-            2,000               -0-
Former Chief Executive    1998    12,500 (4)    240,056 (5)           -0-           50,000               -0-
Officer

David A. Bowers...........   2000   200,044         60,000               -0-           25,000            22,894 (6)
Vice Chairman of the Board   1999   160,000        120,000               -0-           15,000            22,348 (6)
and Chief Operating       1998   160,000        400,056 (5)           -0-           25,000            20,000 (6)
Officer`

Wouter J. Dammers (7).....   2000   134,454 (7)     34,139 (7)        46,566 (7)(8)       -0-               151 (7)(9)
Vice President               1999    43,918 (7)        -0-            20,272 (7)(8)    10,000                43 (7)(9)

Todd W. Strange (10)......   2000   120,016         25,000               -0-           10,000            20,170 (6)
Vice President and           1999    99,840         15,000               -0-           15,000               -0- (6)
Controller                1998    16,640          5,000               -0-              -0-               -0- (6)

Joseph S. Compofelice (11)   2000   423,077            -0-               -0-           50,000           522,894 (6)
Former Chairman of the       1999   500,000            -0-               -0-              -0-            22,348 (6)
Board, President and      1998   500,000      1,980,000 (5)           -0-          100,000            20,000 (6)
Chief Executive Officer

John A. Miller (12).......   2000   200,044         50,000               -0-           25,000            16,088 (6)
Former Vice President,       1999   200,000         50,000 (12)          -0-           40,000               -0-
Treasurer and Chief
Financial Officer

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

(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)      An amount for other annual compensation is disclosed only if the amount
for other annual compensation  exceeds the level required for reporting
pursuant to SEC rules.

(3)      Mr. Simmons served as CompX's chief executive  officer from October 20,
2000 to December 6, 2000.

(4)      The amounts  shown in the table as salary  compensation  for Mr.  Glenn
Simmons represent director fees CompX paid to him as set forth below.

CompX
CompX Cash           Director
Named Executive Officer             Year        Director Fees         Stock (a)             Total
----------------------------           ----       --------------         ---------            --------

Glenn R. Simmons..................     2000         $ 32,365 (b)          $ 9,625             $ 41,990
1999           32,678 (b)            7,940               40,618
1998           12,500                  -0-               12,500

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

(a)      These shares are valued  based on the closing  price per share
for CompX Class A Common Stock on the New York Stock  Exchange
Composite Tape on the date of grant.

(b)      This  amount  includes  $12,678 and $10,365 for 1999 and 2000,
respectively,  that are director  fees Thomas  Regout paid Mr.
Simmons.

(5)      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 the elections of Messrs.  Simmons,  Bowers and  Compofelice
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.  Simmons, Bowers and Compofelice 16,220, 16,220
and 100,000 shares of CompX Class A Common Stock, respectively.

(6)      All other  compensation  for 2000,  1999, and 1998 for Messrs.  Bowers,
Strange,   Compofelice  and  Miller   consisted  of  CompX's   matching
contributions  to their accounts  under the CompX 401(k) Plan,  CompX's
contributions  to their account under the National  Cabinet Lock,  Inc.
Capital  Accumulation  Pension Plan, a defined  contribution  plan (the
"CAPP Plan"), and a severance payment to Mr. Compofelice, as follows:

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

David A. Bowers                        2000    $   7,053      $  15,841     $      -0-     $    22,894
1999        7,530         14,818            -0-          22,348
1998        6,111         13,889            -0-          20,000

Todd W. Strange                        2000        7,811         12,359            -0-          20,170
1999          -0-            -0-            -0-             -0-
1998          -0-            -0-            -0-             -0-

Joseph S. Compofelice                  2000          -0-            -0-        522,894 (a)     522,894
1999        7,530         14,818            -0-          22,348
1998        6,111         13,889            -0-          20,000

John A. Miller                         2000        8,705 (b)      7,383 (b)        -0-          16,088 (b)
1999          -0-            -0-            -0-             -0-

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

(a)      CompX  paid  $500,000  of  this   severance   payment  to  Mr.
Compofelice  pursuant to a Release  Agreement  effective as of
November  6,  2000  between  CompX  and Mr.  Compofelice.  See
"Certain    Relationships    and     Transactions--Compofelice
Severance" for a description of this agreement and the balance
of the severance payment.

(b)      Since Mr.  Miller  resigned from CompX as of March 2, 2001, he
forfeited these unvested payments.

(7)      Mr. Dammers became the managing  director of Thomas Regout on September
20,  1999 and  executive  an officer of CompX on May 11,  2000.  Thomas
Regout pays Mr. Dammers his base salary,  cash bonus and  contributions
to his retirement plan in Dutch  guilders.  CompX reports these amounts
in the table above in U.S.  dollars based on the average exchange rates
for 2000 and 1999 of NLG  2.38 per  US$1.00  and NLG 2.07 per  US$1.00,
respectively.

(8)      Mr. Dammers' other annual  compensation  includes the following amounts
Thomas Regout pays for the benefit of Mr. Dammers.

Supplemental   Supplemental
Sickness and  Pension Insurance
Automobile     Disability    Premium Paid by 
Named Executive Officer        Year    Expenses (a)    Insurance      Thomas Regout (b)  Total
-----------------------------------    ----    ------------   ------------  -----------------  ---------

Wouter J. Dammers..................    2000      $ 15,796       $ 10,224       $ 20,546       $ 46,566
1999         2,068         11,151          7,053         20,272

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

(a)      Thomas Regout  provides Mr. Dammers with an automobile that he
may use for his private purposes.  The amount disclosed is the
total amount  Thomas  Regout pays for this  automobile  in the
respective year and includes both business and private use for
the automobile.

(b)      Thomas Regout pays  two-thirds of the premium of Mr.  Dammers'
supplemental  pension insurance.  Mr. Dammers pays the balance
of the  premium.  The amount  disclosed  is the portion of the
premium  Thomas  Regout  paid  in  the  respective  year.  See
"--Dammers  Employment  Agreement"  for a  description  of Mr.
Dammers' benefits under this supplemental pension insurance.

(9)      These amounts represent Thomas Regout's  contribution to the account of
Wouter J. Dammers under its Employees Premium Savings Schedule.

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

(11)     Mr.  Compofelice  resigned his  positions  with CompX as of October 20,
2000.

(12)     Mr.  Miller  became an employee  and  executive  officer of CompX as of
January  1, 1999 and  received  a $50,000  sign-on  bonus.  Mr.  Miller
resigned his positions with CompX as of March 2, 2001.

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  2000.  CompX has not granted any stock  appreciation
rights ("SARs").

OPTION GRANTS IN 2000

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    Expiration    --------------------------
Name              Granted (#)      in 2000      Per Share        Date            5%             10%
-------------------------    ----------    -------------   -----------   ----------    ------------  -------------

Glenn R. Simmons.........      2,000 (2)        0.72%       $ 19.25 (2)   05/11/10     $  24,220 (3) $    61,360 (3)

David A. Bowers..........     25,000 (2)        8.96%         18.38 (2)   02/10/10       289,000 (4)     732,250 (4)

Wouter J. Dammers........          0            0.00%           n/a            n/a           n/a            n/a

Todd W. Strange..........     10,000 (2)        3.58%         18.38 (2)   02/10/10       115,600 (4)     292,900 (4)

Joseph S. Compofelice (5)     50,000 (2)       17.92%         18.38 (2)   02/10/10       578,000 (4)   1,464,500 (4)

John A. Miller (6).......     25,000 (2)        8.96%         18.38 (2)   02/10/10       289,000 (4)     732,250 (4)

All stockholders' gain (7)       n/a              n/a           n/a            n/a         116MM (7)       237MM (7)

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

(1)      Pursuant  to the rules of the SEC,  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 SEC 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 May 11, 2010,  based on the $19.25
per share  market value of a share of CompX Class A Common Stock on May
11,  2000,  would be $31.36 and $49.93 at the  hypothetical  5% and 10%
rates, respectively.

(4)      The  appreciated  value per share on February  10,  2010,  based on the
$18.38 per share  market value of a share of CompX Class A Common Stock
on February 10, 2000, would be $29.94 and $47.67 at the hypothetical 5%
and 10% rates, respectively.

(5)      Since none of the 50,000  shares  underlying  Mr.  Compofelice's  stock
option  granted in 2000 had vested on his  resignation  date of October
20, 2000,  the entire  stock option was canceled as of his  resignation
date.

(6)      Since only 5,000 of the 25,000 shares  underlying  Mr.  Miller's  stock
option granted in 2000 had vested on his  resignation  date of March 2,
2001,  Mr.  Miller  may only  exercise  5,000 of these  shares  and the
balance of the shares  underlying  the stock option were canceled as of
his resignation date.

(7)      The  $116,059,000   and   $236,971,000   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 $18.38 per share market value of the  6,147,380  shares of CompX
Class A Common Stock  outstanding  on the close of business on February
10, 2000 and the reinvestment of cash dividends paid at a rate equal to
CompX's current cash dividend payments 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 2000 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,
2000. Neither CompX nor Valhi has granted any SARs.

AGGREGATE STOCK OPTION EXERCISES IN 2000 AND
DECEMBER 31, 2000 OPTION VALUES

Number of Shares
Underlying               Value of Unexercised
Shares                        Unexercised Options at         In-the-Money Options
Acquired on                      December 31, 2000 (#)       at December 31, 2000 (1)
Exercise        Value         ---------------------------   ---------------------------
Name                  (#)        Realized       Exercisable   Unexercisable   Exercisable   Unexercisable
--------------------------    ----------  ------------      -----------   -------------   -----------   -------------

Glenn R. Simmons
CompX Stock Options.......          -0- $      -0-              20,400       33,600      $     -0-      $      -0-     
Valhi Stock Options.......          -0-        -0-             340,000       10,000      1,984,400          51,200
--------- -------------       ----------   -------------   ---------      ----------
-0-        -0-             360,400       43,600      1,984,000          51,200

David A. Bowers
CompX Stock Options.......          -0-        -0-              13,000       52,000            -0-             -0-

Wouter J. Dammers
CompX Stock Options.......          -0-        -0-                 -0-       10,000            -0-             -0-

Todd W. Strange
CompX Stock Options.......          -0-        -0-               3,000       22,000            -0-             -0-

Joseph S. Compofelice
CompX Stock Options.......          -0-        -0-              40,000          -0-            -0-             -0-
Valhi Stock Options.......       50,000    210,500 (2)             -0-          -0-            -0-             -0-
--------    -------             -------    ---------       --------        --------
50,000    210,500              40,000          -0-            -0-             -0-

John A. Miller
CompX Stock Options.......          -0-        -0-               8,000       57,000            -0-             -0-

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

(1)      The aggregate  amount is based on the  difference  between the exercise
price of the individual  stock options and, as  applicable,  the $11.50
per share  closing  sales price of Valhi Common Stock and the $9.94 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, 2000.

(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.

Dammers Employment Agreement. Pursuant to an employment agreement dated
August 30, 1999 between CompX and Wouter J. Dammers,  Thomas Regout  employs Mr.
Dammers as its managing  director.  The agreement  provides Mr.  Dammers a gross
annual salary of NLG 320,000,  including a holiday allowance,  and participation
in the CompX variable  compensation plan and the 1997 Plan. Under the agreement,
Thomas  Regout  provides  Mr.  Dammers  with  an  automobile  with  a  value  of
approximately NLG 100,000 that he may use for his private purposes, supplemental
sickness or  disability  insurance  payments  and certain  other  benefits.  Mr.
Dammers  must  protect  CompX's  confidential  information  as  provided  in the
agreement.  Thomas Regout is entitled under the agreement to any patents arising
from  inventions  that Mr. Dammers may develop while employed with Thomas Regout
and for a period of one year after his termination. The agreement terminates for
reasons other than cause upon three months notice from Mr. Dammers or six months
notice  from  Thomas  Regout.  Mr.  Dammers'  severance  pay  in  the  event  of
termination of employment for reasons other than cause is 18 months of base pay.
Cause is defined in the  agreement as a breach by Mr.  Dammers of his  fiduciary
responsibility  or engaging in an illegal  activity  that harms  Thomas  Regout.
Dutch law governs the agreement.

Mr.  Dammers'  employment  agreement  also provides for Mr. Dammers and
Thomas Regout to share the expense of private supplemental pension insurance for
his benefit.  Mr. Dammers established the private supplemental pension insurance
before he became an employee of Thomas Regout.  Pursuant to the  agreement,  Mr.
Dammers  continues  to  purchase  supplemental  pension  insurance.   Under  the
insurance, Mr. Dammers' pension benefits after retirement at 65 years of age are
determined  annually by taking his annual salary less the maximum salary insured
through  the Dutch  General  Old Age  Pensions  Act  multiplied  by his years of
service and 2.0%. The  compensation  eligible to be utilized for purposes of the
pension  benefits  while Thomas  Regout  employs Mr.  Dammers  includes only the
annual salary that Thomas Regout pays Mr.  Dammers.  See  "--Summary of Cash and
Certain Other  Compensation  of Executive  Officers." The  supplemental  pension
insurance  also  provides  for  payments  upon Mr.  Dammers'  death of a widow's
pension of 70% of Mr.  Dammers'  retirement  pension  benefits  and an  orphan's
pension of 20% of the widow's pension  benefits per orphan up to 40%, to be paid
until the  orphan  reaches  the age of 18. Mr.  Dammers  pays  one-third  of the
supplemental  pension  insurance  premiums,  which amounts are withheld from his
salary.  Thomas Regout pays the balance of the  supplemental  pension  insurance
premiums.  At  December  31,  2000,  Mr.  Dammers'  pension  benefits  under the
supplemental  pension  insurance  attributable to his 1.25 years of service with
Thomas Regout was $3,361 (NLG 8,000) per annum  payable after  retirement at age
65.

Mr.  Dammers  has an  additional  agreement  with CompX that he will be
reimbursed  in 2001 for up to NLG 200,000  for his  expenses  in  relocating  to
Maastricht, the Netherlands.

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 SEC, the New York Stock
Exchange, Inc. and CompX. Based solely on the review of the copies of such forms
and  representations by certain reporting persons,  CompX believes that for 2000
its  executive  officers,  directors  and 10%  stockholders  complied  with  all
applicable filing requirements under Section 16(a).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2000, the MD&C Committee  deliberated on certain 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.

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 approves
certain  compensation  policies  and  practices  related  to  CompX's  executive
officers and other employees,  including stock-based compensation. 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  operating  income award  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 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. 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. The
determinations  of the MD&C  Committee  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 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 2000
salaries  primarily  upon the chief  executive  officer's  recommendations  with
regard to all executive officers and its general business knowledge. In 2000, no
specific survey or study was utilized to make salary determinations. In February
2000, the MD&C Committee  approved  executive  officer salary increases for 2000
for three executive officers,  other than the chief executive officer. No action
was taken  with  respect  to the 2000  salaries  of any of the  other  executive
officers of CompX.

For newly hired executive officers in 2000, the chief executive officer
determined, in his best business judgment, their annual base salaries based upon
his general business knowledge.

Annual Variable Compensation

Operating income 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).  Operating income 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 operating income 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").  An operating  income award, 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 operating  income award is paid. The MD&C Committee,
however,  does have  discretion  under the variable  compensation  plan to award
discretionary  bonuses to certain  executive  officers.  If the Minimum Level is
met,  executive officers are eligible to receive operating income awards that in
2000 ranged between 10% and 50% of salary,  depending on the  executive.  If the
Target Level is reached,  the range of operating income awards is higher, and in
2000 ranged between 10% and 100% of salary,  depending on the executive.  If the
Maximum  Level is reached or  exceeded,  executives  are eligible to receive the
highest  operating  income  awards,  and in 2000 this range of operating  income
awards for which  executives  were  eligible was between 10% and 150% of salary,
depending on the executive.

As a result of CompX achieving 2000 operating  income below the Minimum
Level, no executive  officer whose award was based entirely on CompX's operating
income  received an operating  income award for 2000. The 2000 operating  income
awards of two of the executive  officers,  however,  were  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 2001 the
MD&C Committee awarded an operating income award for 2000 to each such executive
officer  based on the achieved  operating  income goal of the unit to which such
executive  officer's  operating  income  award  was  partially  based.   CompX's
executive  officers  who were hired  during  2000 were not  eligible  to receive
operating income awards.

Upon the recommendation of CompX management, the MD&C Committee decided
to award certain of the  executive  officers and other  employees  discretionary
bonuses under a discretionary  provision of the variable  compensation plan. One
executive  officer  that CompX  hired  during 2000 who was not  eligible  for an
operating  income award received a discretionary  bonus  representing 9% of such
officer's  annualized  base  salary.  The two  executive  officers  who received
operating  income  awards for 2000  received  additional  discretionary  bonuses
ranging from 6% to 23% of such officer's base salary. The executive officers who
were eligible but did not receive any  operating  income award for 2000 received
discretionary bonuses ranging from 21% to 25% of such officer's base salary. The
MD&C Committee decided to award a discretionary bonus based upon the committee's
belief that such bonus was  necessary  to retain such  individual  or to reflect
such individual's contributions to CompX in 2000.

One  executive  officer  hired in 2000  received  a sign-on  bonus that
represented  25% of his base  salary,  which  bonus  amount the chief  executive
officer determined in his best business judgment based upon his general business
knowledge.

The 2000  operating  income awards or  discretionary  bonuses the named
executive  officers received  pursuant to the variable  compensation plan are in
the bonus column in the Summary Compensation Table set forth above.

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 2000,  the MD&C Committee  reviewed  recommendations  by the chief  executive
officer regarding stock option grants to executive officers.  The MD&C Committee
granted  stock  options  to  executive  officers  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  2000,  the  chief  executive  officer  included  in  his
recommendations  regarding the number of options to be granted to each executive
officer the amount and terms of options  already  held by such  officers.  Stock
options granted to named  executive  officers in 2000 are reported in the Option
Grants in 2000 table set forth above.

To help assure a focus on long-term  creation of stockholder  value, in
2000 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 2000 did not grant
any restricted stock, stock appreciation  rights or other equity-based awards to
employees.

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 SEC the CompX Class A Common Stock under
Section 12 of the Exchange Act) and ending December 31, 2000. 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. The graph shows the value at December 31,
2000 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,     December 31,
1998             1998              1999            2000
---------        ------------     ------------     ------------

CompX International Inc.........................      $100             $132              $ 93             $ 46

Russell 2000 Index..............................       100               92               111              108

Self-Selected Peer Group Index..................       100               70                63               67

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,  tax sharing agreements, 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 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 the individual  providers of such services and Valhi's costs
for  providing  such  services.  CompX paid Valhi fees of $556,000  for services
rendered  under the Valhi ISA in 2000. 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 made 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 were based upon  estimates of NL's costs of providing such services to
CompX. For 2000, CompX paid NL fees of approximately $180,000 for such services.
The NL ISA was terminated in the first quarter of 2001.

Insurance  Commissions.  Tall Pines  Insurance  Company ("Tall Pines"),
Valmont  and EWI RE,  Inc.  ("EWI")  provide  for or broker  certain  of CompX's
insurance  policies.  Tall Pines is a wholly owned captive  insurance company of
Tremont.  Valmont is a wholly owned captive insurance company of Valhi.  Parties
related to  Contran  own all of the  outstanding  common  stock of EWI.  Through
December 31, 2000, a son-in-law of Harold C. Simmons  managed the  operations of
EWI. Subsequent to December 31, 2000, such son-in-law provides advisory services
to EWI as requested by EWI. Consistent with insurance industry  practices,  Tall
Pines,  Valmont and EWI receive  commissions  from the insurance and reinsurance
underwriters  for the policies that they provide or broker.  During 2000,  CompX
and its  subsidiaries  paid  approximately  $619,000  for  policies  provided or
brokered by Tall Pines,  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 Tall Pines,  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 Tall Pines, Valmont and EWI will continue in 2001.

Compofelice  Severance.  Pursuant  to  a  Release  Agreement  effective
November  6, 2000  between  CompX  and  Joseph S.  Compofelice,  CompX  paid Mr.
Compofelice  $500,000 in consideration of a general release from Mr. Compofelice
of CompX and its affiliates.  In addition, CompX paid Mr. Compofelice $22,894 as
a severance  payment to  compensate  Mr.  Compofelice  for his not  receiving an
employer  match  under the  CompX  401(k)  Plan or the CAPP Plan for 2000.  Both
payment  amounts are disclosed in Mr.  Compofelice's  2000  compensation  in the
"Summary Compensation Table" above under the column "All Other Compensation."

Executive  Relocation  Costs. In connection with Julian M.  Steinberg's
employment with CompX and his relocation to Grand Rapids,  Michigan, on July 11,
2000,  CompX  loaned  Mr.  Steinberg  $100,000  at no  interest.  The  loan is a
short-term  bridge  loan that is due three  days after Mr.  Steinberg  sells his
former residence in Ohio. The loan is non-transferable  and conditioned upon Mr.
Steinberg's  remaining  employed with CompX or its subsidiaries.  The use of the
proceeds of the loan was limited to the purchase of a principal residence in the
vicinity  of Grand  Rapids,  Michigan.  Mr.  Steinberg  has not sold his  former
residence in Ohio and the entire principal balance of the loan currently remains
unpaid.

In  connection  with Robert L. Janson's  employment  with CompX and his
relocation  to  Houston,  Texas  from  California,  CompX paid  $133,804  of his
relocation  costs,  which  includes an amount to pay his related income taxes on
CompX's payment of certain of his relocation costs.

INDEPENDENT AUDITOR MATTERS

Independent Auditors. The firm of PricewaterhouseCoopers  LLP served as
CompX's independent auditors for the year ended December 31, 2000. CompX's audit
committee has appointed  PricewaterhouseCoopers  LLP to review CompX's quarterly
unaudited  consolidated  financial  statements  to be included in its  Quarterly
Reports  on Form  10-Q for the  first  three  quarters  of 2001.  CompX  expects
PricewaterhouseCoopers  LLP will be considered for  appointment to audit CompX's
annual consolidated  financial statements for the year ending December 31, 2001.
Representatives  of  PricewaterhouseCoopers  LLP are not  expected to attend the
Meeting.

Audit Committee  Report.  The audit committee of the Board of Directors
is composed of three directors,  all of whom are independent  within the meaning
of New York Stock Exchange listing standards. The audit committee operates under
a written  charter  the Board of  Directors  adopted.  A copy of the  charter is
attached as Exhibit A to this proxy statement. CompX's management is responsible
for preparing  CompX's  consolidated  financial  statements  in accordance  with
accounting   principles  generally  accepted  in  the  United  States.   CompX's
independent auditors are responsible for auditing CompX's consolidated financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United States.  The audit committee serves as an independent and objective party
to review CompX's auditing, accounting and financial reporting processes.

The  audit  committee  has  reviewed  and  discussed   CompX's  audited
consolidated  financial  statements  for the year ended  December  31, 2000 with
CompX's management and independent auditors.  The audit committee discussed with
the independent auditors the matters required by Statement on Auditing Standards
No. 61 (Communication with Audit Committees),  received written disclosures from
the independent auditors required by Independence Standards Board Standard No. 1
(Independence   Discussions  with  Audit  Committees)  and  discussed  with  the
independent  auditors their  independence.  The audit  committee also considered
whether the independent  auditors'  provision of non-audit services to CompX and
its subsidiaries is compatible with such auditors'  independence.  Additionally,
the audit  committee  discussed  with  CompX's  management  and the  independent
auditors such other matters as the committee  deemed  appropriate.  Based on the
audit committee's review of CompX's audited  consolidated  financial  statements
and the audit  committee's  discussions with CompX's  management and independent
auditors, the audit committee recommended to the Board of Directors that CompX's
audited  consolidated  financial statements for the year ended December 31, 2000
be included in CompX's  Annual  Report on Form 10-K for the year ended  December
31, 2000, which has been filed with the SEC.

Edward J. Hardin                             Paul M. Bass, Jr.                         Ann Manix
Chairman of the Audit Committee              Member of the Audit Committee             Member of the Audit Committee

Audit and Other Fees.  The  following  table shows the  aggregate  fees
PricewaterhouseCoopers  LLP has billed or is  expected  to bill to CompX and its
subsidiaries for services rendered for 2000.

Financial Information
Systems Design and
Audit Fees (1)                         Implementation Fees                      All Other Fees
--------------------------------------           ------------------------          ------------------------------

$ 153,000                                $   -0-                               $ 67,654

(1)      Includes  (a) fees for the  audit of  CompX's  consolidated  financials
statements  for the year ended  December 31, 2000, (b) fees for reviews
of the unaudited  quarterly financial  statements  appearing in CompX's
Forms  10-Q for each of the first  three  quarters  of 2000 and (c) the
estimated  out-of-pocket costs  PricewaterhouseCoopers  LLP incurred in
such audits and reviews.  CompX reimburses  PricewaterhouseCoopers  LLP
for such out-of-pocket costs.

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.

STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2002

Stockholders   may  submit   proposals  on  matters   appropriate   for
stockholder action at CompX's annual stockholder meetings, consistent with rules
adopted by the SEC.  Such  proposals  must be  received  by CompX not later than
December 7, 2001 to be considered for inclusion in the proxy  statement and form
of proxy relating to the Annual Meeting of  Stockholders  in 2002. For proposals
to be brought at the 2002 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.

2000 ANNUAL REPORT ON FORM 10-K

A copy of CompX's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2000,  as filed with the SEC,  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.

Dallas, Texas
March 31, 2001

Exhibit A

COMPX INTERNATIONAL INC.

AUDIT COMMITTEE CHARTER

May 11, 2000

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

ARTICLE I.
PURPOSE

The audit  committee  assists the board of directors in fulfilling  its
oversight  responsibilities  relating to the financial  accounting and reporting
practices of the corporation. The audit committee's primary responsibilities are
to serve as an  independent  and  objective  party to review  the  corporation's
auditing, accounting and financial reporting processes. The audit committee will
primarily  fulfill  these   responsibilities  by  carrying  out  the  activities
enumerated in Article V of this charter.

ARTICLE II.
RELATIONSHIP WITH THE OUTSIDE AUDITORS

The  corporation's  outside auditors are ultimately  responsible to the
board of  directors  and the audit  committee.  The board of  directors,  acting
through the audit committee,  has the ultimate  authority and  responsibility to
select, evaluate and replace the outside auditors.

Management is  responsible  for preparing the  corporation's  financial
statements.  The corporation's outside auditors are responsible for auditing the
financial  statements.  The  activities  of the  audit  committee  are in no way
designed to supersede or alter these traditional responsibilities.

The corporation's  outside  auditors,  management and internal auditors
have more available time and  information  about the  corporation  than does the
audit committee.  Accordingly,  the audit  committee's role does not provide any
special assurances with regard to the corporation's  financial  statements,  nor
does it involve a professional evaluation of the quality of the audits performed
by the outside auditors.

ARTICLE III.
COMPOSITION

The audit  committee  shall be comprised of three or more  directors as
determined  by the  board.  The  board  of  directors  shall  also  designate  a
chairperson of the audit committee.  Each member of the audit committee shall be
independent of management of the corporation and shall have no relationship that
might,  in the business  judgment of the board of directors,  interfere with the
exercise of his or her independent judgment.  The members of the audit committee
shall satisfy at all times the  requirements  for audit committee  membership of
any  exchange  on  which  the  corporation's  securities  are  listed  or of any
applicable  law.  The  board  of  directors  shall  determine,  in its  business
judgment,   whether  the  members  of  the  audit  committee  satisfy  all  such
requirements.

ARTICLE IV.
MEETINGS

The audit committee shall meet regularly and as circumstances  dictate.
Regular  meetings of the audit committee may be held without notice at such time
and at such place as shall from time to time be determined by the chairperson of
the audit committee, the president or the secretary of the corporation.  Special
meetings of the audit committee may be called by or at the request of any member
of the  audit  committee,  any  of the  corporation's  executive  officers,  the
secretary,  the director of internal auditing or the outside  auditors,  in each
case on at least twenty-four hours notice to each member.

If the  board  of  directors,  management,  the  director  of  internal
auditing or the outside auditors desire to discuss matters in private, the audit
committee shall meet in private with such person or group.

A majority of the audit committee members shall constitute a quorum for
the transaction of the audit committee's business.  Unless otherwise required by
applicable law, the  corporation's  charter or bylaws or the board of directors,
the audit  committee  shall act upon the vote or consent  of a  majority  of its
members at a duly called meeting at which a quorum is present. Any action of the
audit  committee  may be  taken by a  written  instrument  signed  by all of the
members of the audit  committee.  Meetings of the audit committee may be held at
such  place or  places  as the  audit  committee  shall  determine  or as may be
specified or fixed in the respective  notices or waivers of a meetings.  Members
of the audit committee may  participate in audit committee  proceedings by means
of conference  telephone or similar  communications  equipment by means of which
all persons  participating  in the  proceedings  can hear each  other,  and such
participation shall constitute presence in person at such proceedings

ARTICLE V.
SPECIFIC ACTIVITIES

Subject  to  Article  II  and  without  otherwise  limiting  the  audit
committee's  authority,  the  audit  committee  shall  carry  out the  following
specific activities.

Section 5.1.  Review of Documents and Reports

(a)      Review and reassess this charter at least annually.

(b)      Review  the   corporation's   Annual  Reports  on  Form  10-K,
including the  corporation's  year end  financial  statements,
before its release. Consider whether the information contained
in the Annual  Reports on Form 10-K is adequate and consistent
with the  members'  knowledge  about the  corporation  and its
operations.  If determined to be  appropriate,  recommend that
the  audited  financial  statements  be included in the Annual
Report on Form 10-K.

(c)      Review the  internal  reports to  management  prepared  by the
internal auditors and management's response.

Section 5.2.  Outside Auditors

(a)      Select the  outside  auditors,  considering  independence  and
effectiveness  and approve the fees and other  compensation to
be paid to the outside auditors.

(b)      The audit  committee  shall  receive the  written  disclosures
required  by  generally  accepted  auditing  standards.  On an
annual basis,  the audit  committee  shall require the outside
auditors  to  provide  the  audit  committee  with  a  written
statement  delineating all  relationships  between the outside
auditors  and  the  corporation.  The  audit  committee  shall
actively  engage in a dialogue  with the outside  auditor with
respect to any  disclosed  relationships  or services that may
impact  the  objectivity  and   independence  of  the  outside
auditor. The audit committee shall recommend that the board of
directors take  appropriate  action in response to the outside
auditors'  report to satisfy  itself of the outside  auditors'
independence.

(c)      Prior to the annual  audit,  review  with  management  and the
outside auditors the scope and approach of the annual audit.

(d)      After the annual audit, review with management and the outside
auditors their report on the results of the annual audit.

(e)      Ensure that the outside auditors inform the audit committee of
any fraud, illegal acts or deficiencies in internal control of
which  they  become  aware and  communicate  certain  required
matters to the audit committee.

(f)      Review  with  the  outside  auditors  their   performance  and
recommend to the board of directors any proposed  discharge of
the outside auditors when circumstances warrant.

(g)      Direct and supervise  special audit  inquiries by the internal
or outside  auditors  as the board of  directors  or the audit
committee may request.

Section 5.3.  Financial Reporting Processes

(a)      Review significant accounting and reporting issues,  including
recent professional and regulatory  pronouncements or proposed
pronouncements,   and   understand   their   impact   on   the
corporation's financial statements.

Section 5.4.  Process Improvement

(a)      Ensure that significant  findings and recommendations  made by
the internal and outside  auditors are received and  discussed
on a timely basis with the audit committee and management.

(b)      Review any significant  disagreement  among management and the
internal or outside  auditors in connection with the execution
of the  annual  audit  or  the  preparation  of the  financial
statements.

Section 5.5.  Reporting Responsibilities

(a)      Regularly  update the board of directors about audit committee
activities and make appropriate recommendations.

ARTICLE VI.
MISCELLANEOUS

The audit  committee may perform any other  activities  consistent with
this charter,  the  corporation's  charter and bylaws and governing  law, as the
audit committee or the board deems necessary or appropriate.

ADOPTED BY THE BOARD OF DIRECTORS OF 
COMPX INTERNATIONAL, INC. ON MAY 11, 2000

/s/ A. Andrew R. Louis
-----------------------------------------
A. Andrew R. Louis, Secretary

COMPX INTERNATIONAL INC.
THREE LINCOLN CENTRE
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697

PROXY                                                                      PROXY
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 10, 2001

The undersigned  hereby appoints Brent A. Hagenbuch,  Stuart M. Bitting
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 2001 Annual Meeting of Stockholders  (the "Meeting") of CompX
International  Inc.,  a Delaware  corporation  ("CompX"),  to be held at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas  on  Thursday,  May 10,  2001,  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 Six Directors

Nominees:   01 Paul M. Bass, Jr., 02 David A. Bowers, 03 Edward J. 
Hardin, 04 Ann Manix, 05 Glenn R. Simmons and 06 Steven L. 
Watson

[  ]     FOR ALL

[  ]     WITHHOLD ALL

[  ]     FOR ALL EXCEPT*

-----------------------------------------------------------------------
*(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:  Please mark in the box and 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.  Each signatory hereby revokes all
proxies heretofore given to vote at said Meeting and any adjournment or
postponement thereof.