SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

CompX International Inc.
(Name of Issuer)

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

20563P 10 1
(CUSIP Number)

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

September 24, 2004
(Date of Event which requires Filing
of this Statement)

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

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

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

(Continued on following pages)

CUSIP No.  20563P 10 1

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

CompX Group, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

NL Industries, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

TIMET Finance Management Company

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Titanium Metals Corporation

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Tremont LLC

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  20563P 10 1

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

Valhi, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Valhi Group, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

National City Lines, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

NOA, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Dixie Holding Company

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Dixie Rice Agricultural Corporation, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Southwest Louisiana Land Company, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Contran Corporation

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

The Combined Master Retirement Trust

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563P 10 1

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

Harold Simmons Foundation, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

50.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Harold C. Simmons

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

40,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,606,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          40,700

10     SHARED DISPOSITIVE POWER

2,606,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

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

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

0.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 8
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to the
class A common stock, par value $0.01 per share (the "Class A Shares"), of CompX
International Inc., a Delaware corporation (the "Company").  Items 2, 3, 4, 5, 6
and 7 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended and restated as follows.

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

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

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

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

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

CGI  is the  direct  holder  of  50.0%  of the  5,169,880  Class  A  Shares
outstanding as of October 8, 2004 according to information the Company  provided
(the "Outstanding Class A Shares").

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

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

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC and may be deemed to control  TFMC.  Tremont,  Harold C.  Simmons'
spouse, the CMRT and Valhi are the holders of approximately  39.6%, 14.4%, 11.8%
and 1.3% of the outstanding shares of TIMET common stock.  Tremont may be deemed
to control TIMET. The ownership of Mr. Simmons' spouse is based on the 1,600,000
shares of TIMET's 6 3/4% Series A Convertible  Preferred  Stock, par value $0.01
per share (the "Series A Preferred  Stock"),  that she directly owns,  which are
convertible  into 2,666,666 shares of TIMET common stock. The ownership of Valhi
includes 24,500 shares of TIMET common stock that Valhi has the right to acquire
upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly
holds.  The  percentage  ownership  of TIMET  common  stock  held by each of Ms.
Simmons  and Valhi  assumes the full  conversion  of only the shares of Series A
Preferred Stock she or Valhi owns, respectively.

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

Substantially all of Contran's  outstanding  voting stock is held by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  As sole trustee of
the Trusts,  Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran  stock held by the Trusts.  Mr.  Simmons,  however,  disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

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

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

The CMRT directly holds  approximately  11.8% of the outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Valhi  established  the CMRT as a trust to permit the  collective  investment by
master trusts that maintain the assets of certain  employee  benefit plans Valhi
and related  companies adopt.  Harold C. Simmons is the sole trustee of the CMRT
and a member of the trust investment committee for the CMRT. Mr. Simmons is also
a participant  in one or more of the employee  benefit plans that invest through
the CMRT.

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

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

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

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

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

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

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

Item 3 is amended as follows.

Item 4 is incorporated by reference into this Item 3.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

On September 24, 2004, NL acquired  10,000,000  Class B Shares from Valcor,
Inc., a wholly owned subsidiary of Valhi ("Valcor"),  and 374,000 Class A Shares
from Valhi,  at a purchase price of $16.25 per share,  or an aggregate  purchase
price of  approximately  $168.6  million (the  "Acquisition").  The terms of the
Acquisition are incorporated herein by reference to the Stock Purchase Agreement
dated September 24, 2004 among NL, Valhi and Valcor filed as Exhibit 10.1 to the
Current  Report on Form 8-K that NL filed with the U.S.  Securities and Exchange
Commission  ("SEC") on September 29, 2004 (the "Current  Report").  The purchase
price was paid by NL's  transfer  to Valhi and Valcor of $168.6  million of NL's
$200 million long-term note receivable from Kronos Worldwide, Inc., an affiliate
of NL and  Valhi.  The terms of the two  promissory  notes  payable to Valhi and
Valcor  are  incorporated  herein  by  reference  to  Exhibits  99.1  and  99.2,
respectively,  to the Current Report.  Previously, on May 20, 2004, NL announced
that it had established a Special Committee of its board of directors  comprised
of  directors  who  are  not  affiliated  with  Valhi  to  consider  a  possible
transaction  relating to the Shares.  Cypress Associates LLC served as financial
advisor to NL's  Special  Committee  and  rendered  an  opinion  to the  Special
Committee that the purchase price in the  Acquisition was fair, from a financial
point of view, to NL. Piper Rudnick LLP served as  independent  legal advisor to
NL's Special  Committee.  The boards of directors of Valhi and NL also  approved
the  Acquisition.  NL purchased such Shares as part of its plan to diversify its
holdings and business interests and for investment and tax planning purposes.

Pursuant  to  a  Subscription  Agreement  (the  "Subscription   Agreement")
executed on October 5, 2004 but effective as of October 1, 2004, among NL, TFMC,
and CGI, NL and TFMC initially  capitalized CGI, a newly formed corporation,  by
each  contributing  to CGI effective  October 1, 2004 the  following  Shares and
receiving in return for such initial  capitalization of CGI the following shares
of the common stock, par value $0.01 per share of CGI (the "CGI Shares").   

CGI Shares Issued
to such
Class A Shares    Class B Shares    CGI Stockholder in
CGI               Contributed       Contributed       Exchange for the
Stockholder             to CGI            to CGI         Shares Contributed
---------------      ---------------   ---------------    -----------------

NL..............         374,000         10,000,000           10,374.00
TFMC............       2,212,820                  0            2,212.82

As a result of the  initial  contribution,  NL and TFMC became the sole CGI
stockholders and the record holders of 82.4% and 17.6% of the outstanding common
stock of CGI, respectively.

Pursuant to the Subscription  Agreement,  CGI agreed that it would not sell
any of the Shares  contributed  to CGI by TFMC (as such  number of Shares may be
adjusted from time to time  pursuant to stock splits of, stock  dividends on, or
recapitalizations  of,  such  Shares)  pursuant  to the  Subscription  Agreement
without the express written consent of TFMC. In addition, in accordance with the
Subscription Agreement,  the parties entered into a Voting Agreement executed on
October 5, 2004 but effective as of October 1, 2004 (the "Voting Agreement").

The terms of the Voting Agreement provide that:

(1) NL will vote all of its CGI Shares to elect as a  director  of CGI
one person designated in writing by TFMC;

(2) The initial person  designated by TFMC to be elected a director of
CGI  would be J.  Landis  Martin,  the  chairman  of the  board  and  chief
executive officer of TIMET; and

(3) The CGI board of directors  would be comprised of five persons and
each CGI stockholder would take or cause to be taken all action to:

(i) require that the certificate of  incorporation  and bylaws of
CGI provides for a board of directors of five persons; and

(ii) ensure at all times that the  certificate  of  incorporation
and  bylaws  of CGI  would  not at any time be  inconsistent  with the
provisions of the Voting Agreement.

Pursuant  to  CGI's  certificate  of  incorporation  (the  "Certificate  of
Incorporation"), upon the written request of a CGI stockholder, CGI is obligated
to redeem such number of the  stockholder's  shares of CGI common stock that the
stockholder  requests.  The CGI stockholder is also entitled to elect to receive
as part of the  redemption  price  such  number of Class A or Class B Shares the
stockholder  or its  predecessor  holders or assigns  contributed to CGI that is
equal to the  product of 1,000  (equitably  adjusted  for any  applicable  stock
splits of, stock dividends on, or recapitalizations  of, CompX common stock) and
the  number of CGI  shares to be  redeemed.  CGI's  board of  directors  is then
obligated  to  determine  in good faith and in its best  business  judgment  the
redemption price.  Pursuant to the Certificate of Incorporation,  in determining
the redemption  price, the board of directors shall value each Share held by CGI
(both the Class A and Class B Shares) at the volume weighted average sales price
of a  Class  A Share  as  reported  on the New  York  Stock  Exchange  composite
transactions  reporting  system for the ten  trading  days ending on the day CGI
receives the redemption request.

With the  initial  capitalization  of CGI,  CompX  became  eligible to file
consolidated returns of federal income taxes with NL and Contran Corporation,  a
Delaware  corporation and the parent of NL and CompX  ("Contran").  Concurrently
with the initial capitalization of CGI, CompX, NL and Contran entered into a Tax
Agreement  executed on October 5, 2004 but  effective as of October 1, 2004 (the
"Tax  Agreement").  The  Tax  Agreement  provides  that  NL and  its  qualifying
subsidiaries,  including  CompX,  compute  provisions for U.S. income taxes on a
separate-company basis using the tax elections made by Contran.  Pursuant to the
Tax  Agreement  and using the tax  elections  made by  Contran,  CompX will make
payments  to, or receive  payments  from NL, in amounts it would have paid to or
received from the U.S. Internal Revenue Service had it not been a member of NL's
consolidated tax group but instead was a separate taxpayer. Refunds to CompX are
generally limited to amounts previously paid under the Tax Sharing Agreement.

The descriptions of the Subscription Agreement,  the Voting Agreement,  the
Certificate  of  Incorporation  and the Tax  Agreement  in  this  Statement  are
qualified  in their  entirety  by the  terms of the  actual  documents  filed as
Exhibits 99.1 through 99.4 to the Current  Report on Form 8-K that NL filed with
the  Securities  and  Exchange  Commission  on October 8, 2004 and  incorporated
herein by reference.

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

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

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended as follows.

(a) CGI, Harold C. Simmons and his spouse are the direct  beneficial owners
of 2,586,820, 40,700 and 20,000 Class A Shares, respectively.

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

(1) CGI, NL, TFMC,  TIMET,  Tremont Valhi, VGI,  National,  NOA, Dixie
Holding,  Dixie Rice,  Southwest,  Contran, the CMRT and the Foundation may
each be deemed to be the beneficial  owner of the 2,586,820  Class A Shares
(approximately  50.0% of the  Outstanding  Class A  Shares)  that CGI holds
directly; and

(2) Harold C. Simmons may be deemed to be the beneficial  owner of the
2,647,520 Class A Shares  (approximately  51.2% of the Outstanding  Class A
Shares) that CGI, he and his spouse hold directly.

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

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

(1) CGI, NL, TFMC,  TIMET,  Tremont Valhi, VGI,  National,  NOA, Dixie
Holding,  Dixie Rice,  Southwest,  Contran, the CMRT and the Foundation may
each be deemed to share the power to vote and direct the disposition of the
2,586,820 Class A Shares  (approximately  50.0% of the Outstanding  Class A
Shares) that CGI holds directly;

(2)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the disposition of the 2,606,820 Class A Shares (approximately 50.4%
of the  Outstanding  Class A Shares) that CGI and his spouse hold directly;
and

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

(c) Item 4 is incorporated herein by reference.

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

Item 6 is amended as follows.

TIMET, TFMC and certain other subsidiaries of TIMET are parties to a $105.0
million  revolving credit and letter of credit facility dated as of February 25,
2000,  as  amended  and  supplemented   through  June  2,  2004  (the  "Congress
Facility"), with Congress Financial Corporation (Southwest)("Congress"). TFMC is
a guarantor of the Congress  Facility.  Borrowings  under the Congress  Facility
bear  interest at the rate  announced  publicly from time to time by Congress as
its base rate  plus  0.5% to 1.0% or at a rate of 2.0% to 2.5%  over the  London
interbank  offered  rate of interest  (the  interest  rate  depends on the fixed
charge coverage ratio as defined in the Congress  Facility) and are due February
25, 2006 or such extended maturity date as may be mutually agreed.  The Congress
Facility  requires  TIMET's  U.S.  daily  cash  receipts  to be used  to  reduce
outstanding  borrowings,  which may then be reborrowed,  subject to the terms of
the agreement.  As of October 8, 2004, CGI had pledged  2,242,820 Class A Shares
under the  Congress  Facility  pursuant  to an  Investment  Property  Pledge and
Security  Agreement  the  terms of which  are set  forth in  Exhibit  14 to this
Statement and incorporated herein by reference.

Item 7 is amended and restated as follows.

Exhibit 1    Restated  Certificate of Incorporation of CompX International Inc.,
incorporated  by reference to Exhibit 3.1 to Amendment No. 1 to the
CompX International Inc.  Registration  Statement on Form S-1 filed
with the  Securities  and Exchange  Commission  on February 4, 1998
(registration number 333-42643).

Exhibit 2    Stock Purchase Agreement dated as of March 15,  2004 by and between
Titanium Metals Corporation and TIMET Finance  Management  Company,
incorporated  by reference to Exhibit 2 to Amendment  No. 4 to this
Statement  filed with the  Securities  and Exchange  Commission  on
March 23, 2004.

Exhibit 3    Loan  and  Security  Agreement by  and  among  Congress   Financial
Corporation  (Southwest) as Lender and Titanium Metals  Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated February
25, 2000,  incorporated by reference to Exhibit 10.12 to the Annual
Report  on Form  10-K  for the  year  ended  December  31,  1999 of
Titanium Metals Corporation (File No. 0-28538).

Exhibit 4    Amendment  No.  1 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated  September 7, 2001,  incorporated by reference to
Exhibit 10.3 to the  Quarterly  Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals  Corporation  (File No.
0-28538).

Exhibit 5    Amendment  No.  2 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated  October 23, 2002,  incorporated  by reference to
Exhibit 10.1 to the  Quarterly  Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals  Corporation  (File No.
0-28538).

Exhibit 6    Amendment  No.  3 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated March 18,  2004,  incorporated  by  reference  to
Exhibit  6 to  Amendment  No. 4 to this  Statement  filed  with the
Securities  and Exchange  Commission  on March 23,  2004).  Certain
exhibits,  annexes and similar  attachments  to this Exhibit 6 have
not been filed;  upon request,  the Reporting  Persons will furnish
supplementally  to the  Securities  and  Commission  a copy  of any
omitted exhibit, annex or attachment.

Exhibit 7    Amendment  No.  4 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers, dated June 2, 2004, incorporated by reference to Exhibit
10.1 to the Pre-Effective Amendment No. 1 to Registration Statement
on form S-4  filed  by  TIMET  with  the  Securities  and  Exchange
Commission on June 23, 2004 as Securities  Exchange Commission file
no. 333-114218.  Certain exhibits,  annexes and similar attachments
to this Exhibit 7 have not been filed; upon request,  the Reporting
Persons  will  furnish   supplementally   to  the   Securities  and
Commission a copy of any omitted exhibit, annex or attachment.

Exhibit 8    Stock  Purchase  Agreement dated  September 24, 2004 between Valhi,
Inc. and Valcor,  Inc.,  as sellers,  and NL  Industries,  Inc., as
purchaser, incorporated by reference to Exhibit 10.1 to the Current
Report  on Form  8-K  that  NL  Industries,  Inc.  filed  with  the
Securities  and  Exchange  Commission  on September  29, 2004.  The
disclosure  schedule  attachment  to this  Exhibit  8 has not  been
filed;   upon   request,   the   Reporting   Persons  will  furnish
supplementally to the Securities and Exchange  Commission a copy of
this attachment.

Exhibit 9    Promissory   Note  dated   September  24,  2004  in   the  original
principal amount of $162,500,000.00 payable to the order of Valcor,
Inc.  and  executed  by Kronos  Worldwide,  Inc.,  incorporated  by
reference to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on September 29, 2004.

Exhibit 10   Promissory  Note  dated  September  24,  2004   in   the   original
principal  amount of  $6,077,500.00  payable to the order of Valhi,
Inc.  and  executed  by Kronos  Worldwide,  Inc.,  incorporated  by
reference to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on September 29, 2004.

Exhibit 11   Subscription  Agreement  executed on October 5, 2004  but effective
as of October  1, 2004 among NL  Industries,  Inc.,  TIMET  Finance
Management Company and CompX Group, Inc., incorporated by reference
to  Exhibit  99.1  to the  Current  Report  on  Form  8-K  that  NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004. Certain of the exhibits to this Exhibit 11 have
been filed;  upon  request,  the  Reporting  Persons  will  furnish
supplementally to the Securities and Exchange  Commission a copy of
the omitted exhibits.

Exhibit 12   Voting  Agreement  executed  on  October  5, 2004 but effective  as
of  October  1,  2004  among NL  Industries,  Inc.,  TIMET  Finance
Management Company and CompX Group, Inc., incorporated by reference
to  Exhibit  99.2  to the  Current  Report  on  Form  8-K  that  NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004.

Exhibit 13   Certificate of Incorporation of CompX Group,  Inc., incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004.

Exhibit 14   Tax  Agreement dated as  of  October  1, 2004 among  NL Industries,
Inc.,   Contran   Corporation   and   CompX   International   Inc.,
incorporated  by reference to Exhibit 99.4 to the Current Report on
Form 8-K that NL  Industries,  Inc.  filed with the  Securities and
Exchange Commission on October 8, 2004.

Exhibit 15*  Investment  Property   Pledge and  Security  Agreement  dated as of
October 5, 2004 by CompX  Group,  Inc.  to and in favor of Congress
Financial Corporation (Southwest).

-----------
*  Filed herewith.

Signature

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

Date:  October 13, 2004

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

Signature

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

Date:  October 13, 2004

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

Signature

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

Date:  October 13, 2004

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

SCHEDULE A

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

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

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

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

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

Schedule B

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

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

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

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

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

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

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

Lisa Simmons Epstein          Director and president of the Foundation.

Victoria L. Garret (3)        Director,  president  and  secretary of TFMC;  and
assistant  vice  president  of  Griffin  Corporate
Services, Inc.

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

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

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

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

Francis B. Jacobs, II (3)     Director  of  TFMC; and vice  president of Griffin
Corporate Services, Inc.

Keith A. Johnson              Controller of the Foundation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE C

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

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

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

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

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

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

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

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

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

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

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

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

Francis B. Jacobs, II              -0-             -0-             -0-

Keith A. Johnson                   700           4,000           4,700

Christian Leonhard                 -0-             -0-             -0-

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

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

Kelly D. Luttmer                   200           4,000           4,200

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------

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

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

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

EXHIBIT INDEX

Exhibit 1    Restated   Certificate  of  Incorporation  of  CompX  International
Inc.,  incorporated  by reference to Exhibit 3.1 to Amendment No. 1
to the CompX International Inc. Registration  Statement on Form S-1
filed with the  Securities  and Exchange  Commission on February 4,
1998 (registration number 333-42643).

Exhibit 2    Stock Purchase  Agreement dated as of March 15, 2004 by and between
Titanium Metals Corporation and TIMET Finance  Management  Company,
incorporated  by reference to Exhibit 2 to Amendment  No. 4 to this
Statement  filed with the  Securities  and Exchange  Commission  on
March 23, 2004.

Exhibit 3    Loan and    Security Agreement   by and  among Congress   Financial
Corporation  (Southwest) as Lender and Titanium Metals  Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated February
25, 2000,  incorporated by reference to Exhibit 10.12 to the Annual
Report  on Form  10-K  for the  year  ended  December  31,  1999 of
Titanium Metals Corporation (File No. 0-28538).

Exhibit 4    Amendment  No.  1 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated  September 7, 2001,  incorporated by reference to
Exhibit 10.3 to the  Quarterly  Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals  Corporation  (File No.
0-28538).

Exhibit 5    Amendment  No.  2 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated  October 23, 2002,  incorporated  by reference to
Exhibit 10.1 to the  Quarterly  Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals  Corporation  (File No.
0-28538).

Exhibit 6    Amendment  No.  3 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers,  dated March 18,  2004,  incorporated  by  reference  to
Exhibit  6 to  Amendment  No. 4 to this  Statement  filed  with the
Securities  and Exchange  Commission  on March 23,  2004).  Certain
exhibits,  annexes and similar  attachments  to this Exhibit 6 have
not been filed;  upon request,  the Reporting  Persons will furnish
supplementally  to the  Securities  and  Commission  a copy  of any
omitted exhibit, annex or attachment.

Exhibit 7    Amendment  No.  4 to  Loan  and  Security  Agreement  by and  among
Congress Financial  Corporation  (Southwest) as Lender and Titanium
Metals  Corporation  and  Titanium  Hearth  Technologies,  Inc.  as
borrowers, dated June 2, 2004, incorporated by reference to Exhibit
10.1 to the Pre-Effective Amendment No. 1 to Registration Statement
on form S-4  filed  by  TIMET  with  the  Securities  and  Exchange
Commission on June 23, 2004 as Securities  Exchange Commission file
no. 333-114218.  Certain exhibits,  annexes and similar attachments
to this Exhibit 7 have not been filed; upon request,  the Reporting
Persons  will  furnish   supplementally   to  the   Securities  and
Commission a copy of any omitted exhibit, annex or attachment.

Exhibit 8    Stock  Purchase  Agreement dated  September 24, 2004 between Valhi,
Inc. and Valcor,  Inc.,  as sellers,  and NL  Industries,  Inc., as
purchaser, incorporated by reference to Exhibit 10.1 to the Current
Report  on Form  8-K  that  NL  Industries,  Inc.  filed  with  the
Securities  and  Exchange  Commission  on September  29, 2004.  The
disclosure  schedule  attachment  to this  Exhibit  8 has not  been
filed;   upon   request,   the   Reporting   Persons  will  furnish
supplementally to the Securities and Exchange  Commission a copy of
this attachment.

Exhibit 9    Promissory   Note  dated   September  24,  2004   in  the  original
principal amount of $162,500,000.00 payable to the order of Valcor,
Inc.  and  executed  by Kronos  Worldwide,  Inc.,  incorporated  by
reference to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on September 29, 2004.

Exhibit 10   Promissory    Note  dated  September  24,  2004  in  the   original
principal  amount of  $6,077,500.00  payable to the order of Valhi,
Inc.  and  executed  by Kronos  Worldwide,  Inc.,  incorporated  by
reference to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on September 29, 2004.

Exhibit 11   Subscription   Agreement  executed on October 5, 2004 but effective
as of October  1, 2004 among NL  Industries,  Inc.,  TIMET  Finance
Management Company and CompX Group, Inc., incorporated by reference
to  Exhibit  99.1  to the  Current  Report  on  Form  8-K  that  NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004. Certain of the exhibits to this Exhibit 11 have
been filed;  upon  request,  the  Reporting  Persons  will  furnish
supplementally to the Securities and Exchange  Commission a copy of
the omitted exhibits.

Exhibit 12   Voting  Agreement  executed  on  October  5, 2004 but effective  as
of  October  1,  2004  among NL  Industries,  Inc.,  TIMET  Finance
Management Company and CompX Group, Inc., incorporated by reference
to  Exhibit  99.2  to the  Current  Report  on  Form  8-K  that  NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004.

Exhibit 13   Certificate of Incorporation of CompX Group,  Inc., incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K that NL
Industries,  Inc. filed with the Securities and Exchange Commission
on October 8, 2004.

Exhibit 14   Tax  Agreement  dated as of  October 1, 2004 among  NL  Industries,
Inc.,   Contran   Corporation   and   CompX   International   Inc.,
incorporated  by reference to Exhibit 99.4 to the Current Report on
Form 8-K that NL  Industries,  Inc.  filed with the  Securities and
Exchange Commission on October 8, 2004.

Exhibit 15*  Investment  Property   Pledge and  Security  Agreement  dated as of
October 5, 2004 by CompX  Group,  Inc.  to and in favor of Congress
Financial Corporation (Southwest).

-----------
*  Filed herewith.

INVESTMENT PROPERTY
PLEDGE AND SECURITY AGREEMENT

THIS   INVESTMENT   PROPERTY   PLEDGE  AND  SECURITY   AGREEMENT   ("Pledge
Agreement"),  dated as of October 5, 2004, is by, CompX Group,  Inc., a Delaware
corporation  ("Pledgor")  to and in  favor  of  Congress  Financial  Corporation
(Southwest), a Texas corporation ("Pledgee").

W I T N E S S E T H:

WHEREAS,  Pledgor  is the  direct  and  beneficial  owner  of the  cash and
securities  accounts  identified  on  Exhibit A hereto and titled in the name of
Pledgor  (individually,  each an "Account"  and  collectively,  the  "Accounts")
maintained  by  the  brokerage  institutions  identified  on  Exhibit  A  hereto
(individually, each a "Broker" and collectively, "Brokers"); and

WHEREAS,  a minority  shareholder  of  Pledgor,  TIMET  Finance  Management
Company  ("TFMC"),  has  guaranteed  certain  obligations  arising under certain
financing  arrangements  pursuant  to which  Secured  Party  may make  loans and
advances  and  provide  other  financial   accommodations   to  Titanium  Metals
Corporation  ("Timet")  and  Titanium  Hearth  Technologies,  Inc.,  a  Delaware
corporation ("THT", and together with Timet,  individually each a "Borrower" and
collectively,  "Borrowers")  as set  forth in the Loan and  Security  Agreement,
dated February 25, 2000, by and among Borrowers,  certain guarantors  identified
therein  ("Guarantors",  together with Borrowers,  individually each a "Obligor"
and  collectively,  "Obligors") and Secured Party (as the same now exists or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,  the  "Loan  Agreement")  and  the  other  agreements,  documents  and
instruments  referred to therein or at any time  executed  and/or  delivered  in
connection  therewith or related  thereto,  including,  but not limited to, this
Agreement (all of the foregoing,  together with the Loan Agreement,  as the same
now  exist  or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed,  restated or  replaced,  being  collectively  referred to herein as the
"Financing  Agreements");  capitalized  terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreement;

WHEREAS,  due to the close  business and  financial  relationships  between
Obligors and Pledgor,  including without  limitation the contribution to Pledgor
of the Pledged  Property (as defined below),  in  consideration  of the benefits
which will accrue to Pledgor and as an inducement  for and in  consideration  of
Secured  Party  continuing  to make  loans  and  advances  and  providing  other
financial  accommodations  to Borrowers  pursuant to the Loan  Agreement and the
other Financing  Agreements,  Pledgor has agreed to pledge to Pledgee, and grant
Pledgee,  a  security  interest  in and lien upon,  all of its right,  title and
interest  in and to the  Accounts  and all  financial  assets  at any time  held
therein as set forth herein;

1

NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Pledgor hereby agrees as follows:

1.   GRANT OF SECURITY INTEREST

As  collateral  security  for  the  prompt   performance,   observance  and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Pledgor  hereby  assigns,  pledges,  hypothecates,  transfers  and sets  over to
Pledgee and grants to Pledgee a security interest in and lien upon the following
(collectively,  the "Pledged  Property"):  (a) all right,  title and interest of
Pledgor in and to the Accounts as the same may now or hereafter be  constituted,
now  existing  or  hereafter  arising;  (b) all  cash,  securities,  commodities
contracts,  instruments,  documents,  general  intangibles,  financial assets or
other investment property, held in or payable from, or credited to, any Account,
now  existing  or  hereafter  arising  or  acquired;   (c)  all   reinvestments,
roll-overs,  substitutions  and exchanges for any and all of the foregoing,  and
all monies and proceeds due or to become due thereon, including, but not limited
to, any and all dividends,  interest, profits interests,  profits,  redemptions,
warrants,   subscription   rights,   stock,   securities   options,   and  other
distributions whether of cash or other property, now or hereafter distributed or
which may  hereafter be earned by or delivered  for any Account;  (d) any rights
incidental or related to the ownership of any of the foregoing,  such as voting,
conversion  and  registration  rights and rights of recovery for  securities law
violations; and (e) all books and records relating to the foregoing; and (f) the
proceeds of all of the foregoing.

2.   OBLIGATIONS SECURED

The security interest, lien and other interests granted to Pledgee pursuant
to this Pledge Agreement shall secure the prompt performance and payment in full
of any and all obligations,  liabilities and indebtedness of every kind,  nature
and description owing by any Obligor to Pledgee, including principal,  interest,
charges,  fees,  costs and expenses  however  evidenced,  whether as  principal,
surety,  endorser,  guarantor or otherwise,  arising under the Loan Agreement or
any of the  other  Financing  Agreements,  whether  now  existing  or  hereafter
arising, whether arising before, during or after the initial or any renewal term
of the Loan  Agreement  or after the  commencement  of any case with  respect to
Pledgor or any Obligor  under the United States  Bankruptcy  Code or any similar
statute  (including,  without  limitation,  the  payment of  interest  and other
amounts  which  would  accrue and become  due but for the  commencement  of such
case), whether direct or indirect, absolute or contingent, joint or several, due
or not due,  primary or  secondary,  liquidated or  unliquidated,  or secured or
unsecured  (all of the foregoing  being  collectively  referred to herein as the
"Obligations").

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS

Pledgor hereby  represents,  warrants and covenants with and to Pledgee the
following  (all  of  such   representations,   warranties  and  covenants  being
continuing so long as any of the Obligations are outstanding):

(a) Each Broker has established and maintains, and Pledgor shall cause each
Broker to maintain, the Account next to its name on Exhibit A hereto in the name
of Pledgor.

2

(b) Pledgor has executed  and  delivered,  or will execute and deliver,  to
Pledgee  Investment  Property Control Agreements in favor of Pledgee in the form
of Exhibit B hereto and has caused,  or will  cause,  each Broker to execute and
deliver such  agreement  to Pledgee (as the same now exists or may  hereafter be
amended,  modified,  supplemented,  extended,  renewed,  restated  or  replaced,
individually  each  a  "Control   Agreement"  and  collectively,   the  "Control
Agreements").

(c) To the best of the knowledge of Pledgor,  (i) each Broker is a business
corporation  which in the ordinary course of its business  maintains  securities
for  its  customers  and  maintains  securities  accounts  in the  name  of such
customers  reflecting  ownership  of or  interests  in such  securities  and all
records  relating  to  such  accounts,  (ii)  each  Broker  has  identified  and
registered  (by  book-entry  or otherwise)  the financial  assets in the Account
maintained  by it on its books and records as  belonging  to Pledgor,  and (iii)
each  Broker has  registered  in its records  the  interests  of Pledgee in such
Account.

(d) Pledgor has all requisite power and authority to enter into this Pledge
Agreement  and the Control  Agreements,  to pledge the Pledged  Property for the
purposes described herein and to carry out the transactions contemplated by this
Pledge Agreement and the Control Agreements.

(e) All Pledged  Property is directly,  legally and  beneficially  owned by
Pledgor free and clear of any pledge,  mortgage,  hypothecation,  lien,  charge,
encumbrance  or any security  interest or the proceeds  thereof,  except for the
security interest granted to the Pledgee  hereunder,  as provided in the Control
Agreement with respect to each Broker.

(f) The  execution,  delivery  and  performance  by Pledgor of this  Pledge
Agreement and the Control Agreements have been duly and properly  authorized and
does not and will not result in any  violation  of any  agreement,  indenture or
other instrument,  license,  judgment, decree, order, law, statute, ordinance or
other governmental rule or regulation applicable to Pledgor.

(g) Upon delivery of the duly executed Control Agreements to Pledgee,  this
Pledge  Agreement  together with the applicable  Control  Agreement  creates and
grants a valid first lien on and perfected security interest in each Account and
the proceeds thereof.

(h) The  securities  entitlements  credited  to any  Account  are valid and
genuine and Pledgor has provided,  and upon request  agrees to provide,  Pledgee
with a complete and accurate  statement  of the  financial  assets and the money
credited to such Account as of the date hereof.

(i) Pledgor shall not, directly or indirectly,  sell,  convey, or otherwise
dispose of or withdraw any money, securities or property from any Account or any
interest in such Account, nor shall Pledgor create, incur or permit to exist any
pledge, mortgage, lien, charge,  encumbrance or any security interest whatsoever
with respect to any of the Pledged  Property or the proceeds  thereof other than
the pledge and security interest in favor of Pledgee or the liens permitted each
Broker under the applicable Control Agreement,  provided,  that, (A) Pledgor may
make trades in the Accounts  with  respect to the CIX  Minority  Shares (as such
terms is defined in the Consent to CompX Stock Transfer, dated as of October __,
2004, by and among Borrowers,  Pledgor, the other Guarantors and Pledgee) before
(but not  after)  the  occurrence  of an Event of  Default,  but  subject to the
proceeds of any such trades remaining in the Accounts unless withdrawn from such
Account to the extent permitted under the applicable  Control  Agreement and (B)
Pledgor may withdraw funds from each Account to the extent  permitted  under the
applicable Control Agreement.

3

(j)  Pledgor  shall not  modify or  terminate  the  Control  Agreements  or
Pledgor's  customer  agreement  with each Broker under which the  Accounts  were
established.

(k) Pledgor shall, at it own expense,  (i) defend Pledgee's  right,  title,
special  property and security  interest in and to the Pledged  Property against
the  claims  of  any  person,   (ii)  deliver  any   certificate  or  instrument
constituting  or  representing  any of the Pledged  Property  that it may obtain
possession  of to a Broker for credit to any  Account,  duly  endorsed  in blank
without restriction,  with a signature guaranty acceptable at the New York Stock
Exchange and with all necessary  transfer tax stamps affixed,  and (iii) deliver
to each  Broker  any  endorsements  or  instruments  which may be  necessary  or
desirable  to  transfer  any  financial  assets  held by such  Broker  which are
registered  in the name of,  payable to the order of, or  specially  endorsed to
Pledgor,  to such  Broker  or its  securities  intermediary  or to one of  their
respective nominees.

(l) Any cash,  checks or other  instruments or items received by Pledgor or
Pledgee  relating to the matured Pledged  Securities,  and such amounts shall be
reinvested  in the Accounts or may be withdrawn  from the Accounts to the extent
permitted under the Control Agreements.

(m) To the extent necessary to give effect to the foregoing  authorizations
and  subject to the terms of this  Pledge  Agreement,  Pledgor  hereby  appoints
Pledgee as lawful  attorney in fact for the purposes of reinvesting the proceeds
of any Pledged  Property and receiving and receipting for any cash,  checks,  or
other instruments or items relating thereto.

(n) The Pledged Property is not registered,  nor has Pledgor authorized the
registration  thereof,  in the name of any person or entity other than  Pledgor,
Pledgee or the applicable Broker.

(o) The Pledged Property is not subject to any restrictions relative to the
transfer thereof (other than any restrictions  under federal or state securities
or other similar laws that are  applicable  thereto,  if any, and other than the
restrictions under that certain Subscription  Agreement,  dated as of October 1,
2004, by and between NL Industries, Inc., TFMC and Pledgor in the form delivered
to Lender  prior to the dater  hereof) and Pledgor has the right to transfer and
hypothecate  to the Pledgee the  Pledged  Property  free and clear of any liens,
encumbrances or restrictions.

(p) The  Pledged  Property  is duly and  validly  pledged to Pledgee and no
consent or  approval  of any  governmental  or  regulatory  authority  or of any
securities  exchange or the like, nor any consent or approval of any other third
party,  was or is necessary to the  validity and  enforceability  of this Pledge
Agreement.

(q) Pledgor authorizes Pledgee to perform any and all acts which Pledgee in
good faith deems reasonable and/or necessary for the protection and preservation
of the Pledged Property or its value or Pledgee's security interest therein, and
pay any charges or expenses  which  Pledgee  deems  necessary  for the foregoing
purpose,  but without any  obligation  to do so. Any  obligation  of Pledgee for
reasonable  care for the  Pledged  Property  in  Pledgee's  possession  shall be
limited  to the same  degree of care which  Pledgee  uses for  similar  property
pledged to Pledgee by other persons.

4

(r) Pledgor shall pay all charges and assessments of any nature against the
Pledged   Property  or  with  respect  thereto  prior  to  said  charges  and/or
assessments being delinquent.

(s) Pledgor  shall  promptly  reimburse  Pledgee on demand,  together  with
interest at the rate then  applicable to the  indebtedness of Pledgor to Pledgee
set forth in the Loan Agreement,  for any charges,  assessments or expenses paid
or incurred by Pledgee in its discretion for the  protection,  preservation  and
maintenance  of the Pledged  Property and the  enforcement  of Pledgee's  rights
hereunder,  including,  without  limitation,  attorneys' fees and legal expenses
incurred by Pledgee in seeking to protect,  collect or enforce its rights in the
Pledged Property or otherwise hereunder.

(t)  Pledgor  shall  furnish,  or cause to be  furnished,  to Pledgee  such
information  concerning  the  Pledged  Property as Pledgee may from time to time
request.

(u) From and after the occurrence and during the continuance of an Event of
Default,  Pledgee  may  notify any  appropriate  transfer  agent of the  Pledged
Securities to register the security interest and pledge granted herein and honor
the rights of Pledgee with respect thereto.

(v) Pledgor  waives:  (i) all rights to require  Pledgee to proceed against
any other  person,  entity or  collateral  or to exercise  any remedy,  (ii) the
defense of the statute of limitations in any action upon any of the Obligations,
(iii) any rights to notice of any kind or nature whatsoever, unless specifically
required in this Pledge Agreement or non-waivable  under any applicable law, and
(iv) to the extent  permissible,  its rights under  Section 9-207 of the Uniform
Commercial Code. Pledgor agrees that the Pledged Property, other collateral,  or
any other  guarantor  or endorser  may be  released,  substituted  or added with
respect to the Obligations,  in whole or in part, without releasing or otherwise
affecting the liability of Pledgor,  the pledge and security  interests  granted
hereunder, or this Pledge Agreement.  Pledgee is entitled to all of the benefits
of a secured party set forth in Section 9-207 of the Uniform Commercial Code.

(w) Subject to the terms of the Control  Agreements and the Loan Agreement,
unless and until an Event of Default  exists or has occurred and is  continuing,
Pledgor shall retain the right to vote any securities in the Accounts,  exercise
any rights of conversion,  redemption, exchange,  subscription,  registration or
any other rights, privileges or options with respect thereto, give all consents,
waivers and  ratifications  in respect  thereof and  otherwise  act with respect
thereto  as  the  owner  of  thereof,   including  without   limitation  issuing
entitlement  orders and  otherwise  transferring  or  disposing  of the  Pledged
Property to the extent permitted under the applicable Control Agreement.

5

4.   ADDITIONAL WAIVERS AND CONSENTS.

(a) Notice of acceptance of this Pledge Agreement,  the making of loans and
advances  and  providing  other  financial   accommodations   to  Borrowers  and
presentment, demand, protest, notice of protest, notice of nonpayment or default
and all other notices to which Obligors or Pledgor is entitled are hereby waived
by  Pledgor.  Pledgor  also  waives  notice of and hereby  consents  to, (i) any
amendment,  modification,  supplement, extension, renewal, or restatement of the
Loan Agreement and any of the other  Financing  Agreements,  including,  without
limitation,  extensions  of time of payment of or  increase  or  decrease in the
amount of any of the Obligations, the interest rate, fees, other charges, or any
collateral, shall apply to the Loan Agreement and the other Financing Agreements
and the Obligations as so amended, modified, supplemented,  renewed, restated or
extended,  increased or  decreased,  (ii) the taking,  exchange,  surrender  and
releasing of collateral or guarantees now or at any time held by or available to
Lender for the obligations of Borrowers or any other Obligors or any other party
who is the owner of any property  which is security for the  Obligations,  (iii)
the exercise of, or refraining from the exercise of any rights against Borrowers
or any other  Obligor or any  collateral,  (iv) the  settlement,  compromise  or
release of, or the waiver of any default with respect to, any of the Obligations
and (v) any financing by Lender of Borrowers or any Obligor under Section 364 of
the United States  Bankruptcy  Code or consent to the use of cash  collateral by
Lender under Section 363 of the United States  Bankruptcy  Code.  Pledgor agrees
that the amount of the Obligations  shall not be diminished and the liability of
Pledgor  hereunder  shall not be  otherwise  impaired  or affected by any of the
foregoing.

(b) No invalidity,  irregularity or  unenforceability of all or any part of
the Obligations  shall affect,  impair or be a defense to this Pledge Agreement,
nor shall any other  circumstance  which might  otherwise  constitute  a defense
available to or legal or  equitable  discharge of Borrowers in respect of any of
the Obligations, or Pledgor in respect of this Pledge Agreement,  affect, impair
or be a defense to this Pledge Agreement.  Without  limitation of the foregoing,
the  liability of Pledgor  hereunder  shall not be discharged or impaired in any
respect by reason of any failure by Lender to perfect or continue  perfection of
any lien or  security  interest  in any  collateral  or any  delay by  Lender in
perfecting  any  such  lien or  security  interest.  As to  interest,  fees  and
expenses,  whether  arising  before or after the  commencement  of any case with
respect to any Obligor  under the United States  Bankruptcy  Code or any similar
statute,  Pledgor shall be liable therefor, even if such Obligors' liability for
such  amounts  does not,  or  ceases  to,  exist by  operation  of law.  Pledgor
acknowledges  that  Lender  has not made any  representations  to  Pledgor  with
respect  to any  Obligor or  otherwise  in  connection  with the  execution  and
delivery by Pledgor of this Pledge  Agreement  and Pledgor is not in any respect
relying upon Lender or any  statements by Lender in connection  with this Pledge
Agreement.

(c) Unless and until the  indefeasible  payment and satisfaction in full of
all of the Obligations in immediately available funds and the termination of the
financing arrangements of Lender with Borrowers,  Pledgor hereby irrevocably and
unconditionally waives and relinquishes (i) all statutory,  contractual,  common
law,  equitable and all other claims against  Borrowers,  any collateral for the
Obligations or other assets of Borrowers or any other Obligor,  for subrogation,
reimbursement,  exoneration,  contribution,  indemnification,  setoff  or  other
recourse in respect to sums paid or payable to Lender by Pledgor  hereunder  and
(ii) any and all other  benefits  which  Pledgor  might  otherwise  directly  or
indirectly receive or be entitled to receive by reason of any amounts paid by or
collected  or  due  from  Pledgor,  Borrowers  or any  other  Obligor  upon  the
Obligations or realized from their property.

6

5.   RIGHTS AND REMEDIES

At any time an Event of Default (as defined in the Loan  Agreement)  exists
or has occurred and is continuing,  in addition to all other rights and remedies
of Pledgee,  whether provided under this Pledge  Agreement,  the Loan Agreement,
the other Financing Agreements,  applicable law or otherwise, Pledgee shall have
the following  rights and remedies which may be exercised  without notice to, or
consent by, Pledgor  except as such notice or consent is expressly  provided for
hereunder:

(a) Pledgee,  at its option,  shall be empowered to exercise its continuing
right to instruct any Broker to register  any or all of the Pledged  Property in
the  name of  Pledgee  or in the  name of  Pledgee's  nominee  and  Pledgee  may
complete,  in any manner Pledgee may deem  expedient,  any and all stock powers,
assignments  or other  documents  heretofore  or hereafter  executed in blank by
Pledgor and  delivered  to Pledgee and Pledgee may send the Notice of  Exclusive
Control (as such term is defined in the  applicable  Control  Agreement)  to the
broker  under any  Control  Agreement.  Pledgee may vote any  securities  in any
Account  (whether  or not so  transferred)  and give all  consents,  waivers and
ratifications  in respect  thereof and  otherwise  act with  respect  thereto as
though  it  were  the  outright  owner  thereof   (Pledgor  hereby   irrevocably
constituting and appointing Pledgee, with full power of substitution,  the proxy
and attorney-in-fact of Pledgor for such purposes). After said instruction,  and
without further  notice,  Pledgee shall have the exclusive right to exercise any
and all  corporate  rights  with  respect to the  Accounts  and any of the other
Pledged Property,  including,  all rights of conversion,  redemption,  exchange,
subscription or any other rights,  privileges,  or options  pertaining to any of
the Pledged  Property as if Pledgee were the absolute  owner  thereof.  Upon the
exercise of any such rights,  privileges  or options by Pledgee,  Pledgee  shall
have the right to transfer, or cause any Broker to transfer, deposit and deliver
any and all of the  Pledged  Property  to any  committee,  depository,  transfer
agent,  registrar or other  designated  agency upon such terms and conditions as
Pledgee may  determine,  all without  liability,  except to account for property
actually  received by Pledgee.  However,  Pledgee shall have no duty to exercise
any of the aforesaid rights, privileges or options (all of which are exercisable
in the sole  discretion of Pledgee) and shall not be responsible for any failure
to do so or delay in doing so.

(b) Pledgee  may, at its option,  require all cash  dividends  payable with
respect to any  securities  in any  Account  be paid to  Pledgee  as  additional
collateral  security,  or,  in  Pledgee's  discretion  for  application  to  the
Obligations, in such order and manner as Pledgee may determine.

(c) Pledgee  may,  in its  discretion:  (i)  deliver a notice of  exclusive
control under any Control Agreement, (ii) cause the Accounts to be registered in
Pledgee's sole name or transfer any Account to another  broker/dealer to be held
in  Pledgee's  sole name,  (iii) remove any items of Pledged  Property  from any
Account and register same in Pledgee's name or in the name of its broker/dealer,
nominee  or  agent  or  any  of  their  nominees,   (iv)  exchange  certificates
representing  any of the Pledged  Property for certificates of larger or smaller
denominations,  (v) collect,  including by legal action, any notes, instruments,
checks  or other  evidences  of  payment  obligations  included  in the  Pledged
Property and compromise or settle same with the relevant  obligor and (vi) cause
any Broker or any other broker/dealer, agent or nominee aforesaid, to dispose of
any Pledged  Property with the proceeds thereof to be applied to the Obligations
in such order and manner as Pledgee may determine.

7

(d) In addition to all the rights and remedies of a secured party under the
Uniform  Commercial Code or other  applicable law, Pledgee shall have the right,
at any time and without demand of performance or other demand,  advertisement or
notice  of any kind  (except  the  notice  specified  below of time and place of
public or private  sale) to or upon Pledgor or any other person (all and each of
which demands,  advertisements and/or notices are hereby expressly waived to the
extent  permitted by applicable law), to proceed  forthwith to collect,  redeem,
recover,  receive,  appropriate,  realize,  sell,  or  otherwise  dispose of and
deliver said Pledged  Property or any part thereof in one or more lots at public
or private sale or sales at any exchange,  broker's board or at any of Pledgee's
offices or  elsewhere at such prices and on such terms as Pledgee may deem best.
The foregoing disposition(s) may be for cash or on credit or for future delivery
without assumption of any credit risk, with Pledgee having the right to purchase
all or any part of said  Pledged  Property  so sold at any such  sale or  sales,
public or private,  free of any right or equity of redemption in Pledgor,  which
right or equity is hereby expressly waived or released by Pledgor.  The proceeds
of  any  such  collection,   redemption,   recovery,   receipt,   appropriation,
realization,  sale or other disposition,  after deducting all costs and expenses
of every kind incurred  relative thereto or incidental to the care,  safekeeping
or  otherwise  of any and all  Pledged  Property  or in any way  relating to the
rights of Pledgee hereunder, including attorneys' fees and legal expenses, shall
be  applied  first to the  satisfaction  of the  Obligations  (in such  order as
Pledgee  may elect and  whether or not due) and then to the payment of any other
amounts  required by  applicable  law,  including  Section  9-615 of the Uniform
Commercial  Code,  with  Pledgor  to be and remain  liable  for any  deficiency.
Pledgor  shall be liable to Pledgee  for the payment on demand of all such costs
and expenses,  together with interest at the then  applicable  rate set forth in
the Loan Agreement,  and any attorneys' fees and legal expenses.  Pledgor agrees
that ten (10) days prior  written  notice by Pledgee  designating  the place and
time of any public  sale or of the time after  which any  private  sale or other
intended  disposition  of any or all of the Pledged  Property is to be made,  is
reasonable notification of such matters.

(e) All of the Pledgee's  rights and remedies,  including,  but not limited
to, the foregoing and those otherwise arising under this Pledge  Agreement,  the
Loan Agreement and the other Financing  Agreements,  the instruments  comprising
the Pledged Property,  applicable law or otherwise,  shall be cumulative and not
exclusive and shall be enforceable  alternatively,  successively or concurrently
as  Pledgee  may deem  expedient.  No failure or delay on the part of Pledgee in
exercising  any of its options,  powers or rights or partial or single  exercise
thereof, shall constitute a waiver of such option, power or right.

6.   JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW

(a) The validity,  interpretation  and enforcement of this Pledge Agreement
and  the  other  Financing  Agreements  and  any  dispute  arising  out  of  the
relationship  between the parties hereto,  whether in contract,  tort, equity or
otherwise,  shall be governed by the  internal  laws of the State of Texas,  but
excluding  any rule of law that would  cause the  application  of the law of any
jurisdiction other than the laws of the State of Texas.

(b)  Pledgor   irrevocably   consents  and  submits  to  the  non-exclusive
jurisdiction  of the District  Court of the State of Texas and the United States
District Court for the Northern District of Texas and waives any objection based
on venue or forum non conveniens with respect to any action  instituted  therein
arising under this Pledge Agreement or any of the other Financing  Agreements or
in any way  connected  with or  related or  incidental  to the  dealings  of the
parties hereto in respect of this Pledge Agreement or any of the other Financing
Agreements or the transactions  related hereto or thereto,  in each case whether
now existing or hereafter  arising,  and whether in  contract,  tort,  equity or
otherwise, and agrees that any dispute with respect to any such matters shall be
heard only in the courts  described  above  (except that Pledgee  shall have the
right to bring any action or proceeding  against  Pledgor or its property in the
courts of any other jurisdiction which Pledgee deems necessary or appropriate in
order to realize on the  Pledged  Property  or to  otherwise  enforce its rights
against Pledgor or its property).

8

(c) Pledgor hereby waives  personal  service of any and all process upon it
and  consents  that all such  service of process may be made by  certified  mail
(return receipt requested)  directed to its address set forth herein and service
so made shall be deemed to be completed  five (5) days after the same shall have
been so deposited in the U.S. mails,  or, at Pledgee's  option,  by service upon
Pledgor in any other manner provided under the rules of any such courts.  Except
as  otherwise  required  by the  applicable  court,  and only  after an Event of
Default,  within  sixty (60) days after such  service,  Pledgor  shall appear in
answer to such  process,  failing  which  Pledgor shall be deemed in default and
judgment may be entered by Pledgee  against  Pledgor for the amount of the claim
and other relief requested.

(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE  AGREEMENT OR ANY OF THE
OTHER  FINANCING  AGREEMENTS  OR (ii) IN ANY WAY  CONNECTED  WITH OR  RELATED OR
INCIDENTAL  TO THE  DEALINGS  OF PLEDGOR  AND  PLEDGEE IN RESPECT OF THIS PLEDGE
AGREEMENT OR ANY OF THE OTHER FINANCING  AGREEMENTS OR THE TRANSACTIONS  RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND
WHETHER IN  CONTRACT,  TORT,  EQUITY OR  OTHERWISE.  PLEDGOR  HEREBY  AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL  WITHOUT A JURY AND THAT  PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL
COUNTERPART  OF A COPY OF THIS  PLEDGE  AGREEMENT  WITH  ANY  COURT  AS  WRITTEN
EVIDENCE OF THE  CONSENT OF THE  PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

(e)  Pledgee  shall not have any  liability  to Pledgor  (whether  in tort,
contract,  equity or  otherwise)  for losses  suffered by Pledgor in  connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Pledge  Agreement,  or any act, omission or event occurring
in connection  herewith,  unless it is determined by a final and  non-appealable
judgment or court order  binding on Pledgee,  that the losses were the result of
acts or omissions  constituting gross negligence or willful  misconduct.  In any
such  litigation,  Pledgee  shall be entitled  to the benefit of the  rebuttable
presumption  that it acted in good faith and with the exercise of ordinary  care
in the performance by it of the terms of this Pledge Agreement.

7.   MISCELLANEOUS

(a) Pledgor  agrees that at any time and from time to time upon the written
request of Pledgee,  Pledgor shall  execute and deliver such further  documents,
including,  but not limited to,  irrevocable  proxies or stock  powers,  in form
satisfactory  to counsel  for  Pledgee,  and will take or cause to be taken such
further  acts as Pledgee  may  request in order to effect the  purposes  of this
Pledge Agreement and perfect or continue the perfection of the security interest
in the Pledged Property granted to Pledgee hereunder.

9

(b) Beyond the  exercise of  reasonable  care to assure the safe custody of
the Pledged Property (whether such custody is exercised by Pledgee, or Pledgee's
nominee,  agent or bailee)  Pledgee or Pledgee's  nominee  agent or bailee shall
have no duty or liability to protect or preserve any rights  pertaining  thereto
and shall be  relieved  of all  responsibility  for the  Pledged  Property  upon
surrendering it to Pledgor or foreclosure with respect thereto.

(c) All  notices,  requests and demands to or upon the  respective  parties
hereto  shall be in writing and shall be deemed to have been duly given or made:
if delivered in person,  immediately  upon  delivery;  if by telex,  telegram or
facsimile  transmission,  immediately  upon  sending  and upon  confirmation  of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending;  and if by
registered or certified  mail,  return  receipt  requested,  five (5) days after
mailing.  All notices,  requests and demands upon the parties are to be given to
the following  addresses (or to such other address as any party may designate by
notice in accordance with this Section):

If to Pledgor:         CompX Group, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Telephone No.: 972-233-1700
Telecopy No.: 972-448-1445
Attention: General Counsel
With a copy to:        Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Telephone No.: 303-296-5600
Telecopy No.: 303-291-2990
Attention: General Counsel

If to Secured Party:   Congress Financial Corporation (Southwest)
Heritage Square II
5001 LBJ Freeway
Suite 1050
Dallas, Texas  75244
Telephone No.:  214-761-9044
Telecopy No.:  214-748-9118
Attention: Portfolio Manager - Timet

10

(d) All references to the plural herein shall also mean the singular and to
the singular shall also mean the plural. All references to Pledgor,  Pledgee and
Broker pursuant to the definitions set forth in the recitals  hereto,  or to any
other person herein, shall include their respective  successors and assigns. The
words  "hereof,"  "herein,"  "hereunder,"  "this Pledge  Agreement" and words of
similar  import  when used in this Pledge  Agreement  shall refer to this Pledge
Agreement as a whole and not any particular  provision of this Pledge  Agreement
and as this Pledge  Agreement now exists or may hereafter be amended,  modified,
supplemented, extended, renewed, restated or replaced. An Event of Default shall
exist or  continue  or be  continuing  until  such Event of Default is waived in
accordance with Section 6(g) hereof or cured in a manner satisfactory to Pledgee
in good faith,  if such Event of Default is capable of being cured as determined
by Pledgee in good faith. All references to the term "Person" or "person" herein
shall  mean  any  individual,  sole  proprietorship,   partnership,  corporation
(including, without limitation, any corporation which elects subchapter S status
under the Internal Revenue Code of 1986, as amended), limited liability company,
limited liability partnership, business trust, unincorporated association, joint
stock  company,  trust,  joint venture or other entity or any  government or any
agency, instrumentality or political subdivision thereof.

(e) This Pledge  Agreement,  the other  Financing  Agreements and any other
document  referred to herein or therein  shall be binding  upon  Pledgor and its
successors and assigns and inure to the benefit of and be enforceable by Pledgee
and its successors and assigns.

(f) If any  provision  of this  Pledge  Agreement  is held to be invalid or
unenforceable,  such  invalidity or  unenforceability  shall not invalidate this
Pledge  Agreement as a whole,  but this Pledge  Agreement  shall be construed as
though  it did not  contain  the  particular  provision  held to be  invalid  or
unenforceable  and the rights and  obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.

(g)  Neither  this  Pledge  Agreement  nor any  provision  hereof  shall be
amended, modified, waived or discharged orally or by course of conduct, but only
by a written agreement signed by an authorized officer of Pledgee. Pledgee shall
not, by any act,  delay,  omission or otherwise  be deemed to have  expressly or
impliedly  waived any of its rights,  powers and/or  remedies unless such waiver
shall be in writing and signed by an  authorized  officer of  Pledgee.  Any such
waiver shall be enforceable only to the extent specifically set forth therein. A
waiver by Pledgee of any right,  power and/or  remedy on any one occasion  shall
not be  construed as a bar to or waiver of any such right,  power and/or  remedy
which Pledgee would  otherwise have on any future  occasion,  whether similar in
kind or otherwise.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS  WHEREOF,  Pledgor has executed this Pledge  Agreement as of the
day and year first above written.

COMPX GROUP, INC.

By:              

Title:           

11

EXHIBIT A
TO
INVESTMENT PROPERTY PLEDGE
AND SECURITY AGREEMENT
----------------------

Broker                                                Account Number
------                                                --------------

First Southwest Company                                       ____________

JonesTrading Institutional Services LLC                       ____________

A-1

EXHIBIT B
TO
INVESTMENT PROPERTY PLEDGE
AND SECURITY AGREEMENT
----------------------

[Copies of Investment Property Control Agreements]

B-1