SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

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)

July 27, 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

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                                     2,212,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,212,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,212,820

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

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

42.9%

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                                     2,212,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,212,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,212,820

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

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

42.9%

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                                     2,212,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,212,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,212,820

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

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

42.9%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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)

50.1%

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

90,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,606,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          90,700

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. 7
TO SCHEDULE 13D

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

Item 2.  Identity and Background.

Item 2 is amended and restated as follows.

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

(i) TIMET Finance  Management  Company  ("TFMC") as a direct holder of
Class A Shares;

(ii) Titanium Metals Corporation ("TIMET") and Tremont LLC ("Tremont")
by virtue of their direct and indirect ownership of TFMC, respectively;

(iii) Valhi, Inc. ("Valhi") by virtue of its direct ownership of Class
A Shares and its indirect ownership of TFMC;

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

(v) Harold C.  Simmons by virtue of his  direct  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.

TFMC and Valhi are the  holders  of 42.9%  and 7.2%,  respectively,  of the
5,160,780  Class A  Shares  outstanding  as of  August  12,  2004  according  to
information the Company provided (the "Outstanding Class A Shares").

Valcor,  Inc.  ("Valcor") 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  contained in the Company's
restated certificate of incorporation is hereby incorporated herein by reference
to Exhibit 1 to this Statement. As a result of its ownership of all of the Class
B Shares, Valcor directly holds approximately 66.0% of the combined voting power
(95.1% for the  election of  directors)  of all  classes of voting  stock of the
Company. Valcor may be deemed to control the Company.

As a result of Valcor's direct ownership of all of the Class B Shares,  and
TFMC's and Valhi's  direct  ownership  of 42.9% and 7.2%,  respectively,  of the
Outstanding  Class A Shares,  Valhi,  directly and indirectly,  may be deemed to
hold approximately 83.0% of the combined voting power (97.6% for the election of
directors) of all classes of voting stock of the Company.

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC.  Tremont,  the CMRT,  Harold C. Simmons' spouse and Valhi are the
holders of approximately  39.7%,  11.4%, 6.3% and 1.2% 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  6 5/8%  Convertible  Preferred
Securities, Beneficial Unsecured Convertible Securities of TIMET Capital Trust I
(the "BUCs") that she directly owns,  which are convertible  into 214,240 shares
of TIMET common  stock.  The ownership of Valhi  includes  1,968 shares of TIMET
common stock that Valhi has the right to acquire upon  conversion of 14,700 BUCs
that Valhi directly holds.  The percentage  ownership of TIMET common stock held
by each of Mr. Simmons' spouse and Valhi assumes the full conversion of only the
BUCS she or Valhi owns, respectively.

Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont and 100% of the outstanding  shares of common stock of Valcor.  Valhi
may be deemed to  control  Tremont  and  Valcor.  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%,  3.3%,  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  11.4% 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. Mr. 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 Industries,  Inc. ("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.  Valhi, Tremont and TFMC are the direct holders of approximately 62.3%,
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.  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 of Tremont,  Valcor,  Valhi,
VGI,  National,  NOA,  Dixie  Holding,  Dixie  Rice,  Southwest  and Contran and
chairman of the board and chief executive officer of NL.

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 Valcor, TFMC or Valhi.  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 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 90,700  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.

The total  amount of funds  TFMC used to  acquire  the Class A Shares  TFMC
purchased as reported in Item 5(c) was $11,574,788.50  (including  commissions).
TFMC  obtained  such funds through an  intercompany  advance from TIMET,  net of
amounts TIMET owed TFMC, if any.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

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

Depending  upon their  evaluation of the Company's  business and prospects,
and upon future developments (including,  but not limited to, performance of the
Class A Shares in the market,  availability of funds, alternative uses of funds,
and money, stock market and general economic  conditions),  any of the Reporting
Persons or other  entities that may be deemed to be affiliated  with Contran may
from time to time purchase Class A 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 Class A Shares held by such  person,  or
cease buying or selling Class A Shares.  Any such additional  purchases or sales
of the Class A 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) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 2,212,820, 374,000, 90,700 and 20,000 Class A Shares, respectively.

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

(1) TFMC,  TIMET and Tremont  may each be deemed to be the  beneficial
owner  of  the  2,212,820  Class  A  Shares  (approximately  42.9%  of  the
Outstanding Class A Shares) that TFMC holds directly;

(2) 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  50.1% of
the Outstanding Class A Shares) that TFMC and Valhi hold directly; and

(3) Harold C. Simmons may be deemed to be the beneficial  owner of the
2,697,520 Class A Shares  (approximately  52.3% of the Outstanding  Class A
Shares) that TFMC, Valhi, he and his spouse hold directly.

Except to the extent of  the 90,700 Class A Shares he holds  directly, Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.

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

(1) TFMC,  TIMET and  Tremont may each be deemed to share the power to
vote  and  direct  the   disposition   of   the2,212,820   Class  A  Shares
(approximately  42.9% of the  Outstanding  Class A Shares)  that TFMC holds
directly;

(2) 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 50.1% of the Outstanding Class A Shares) that TFMC and Valhi
hold directly;

(3)  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 50.5%
of the  Outstanding  Class A Shares)  that TFMC,  Valhi and his spouse hold
directly; and

(4) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 90,700 Class A Shares  (approximately 1.8% of
the Outstanding Class A Shares) that he directly holds.

(c) TFMC is the only  Reporting  Person to have  executed  transactions  in
Class A Shares since July 19, 2004,  the last reported  transaction in Amendment
No. 6 to this Statement. TFMC executed the following purchases in Class A Shares
on the New York Stock Exchange.

Number of        Approximate Price Per Share ($)
Date                 Shares            (exclusive of commissions)
------------         -------------      -------------------------------

07/20/04                  500                    $14.00
07/26/04                  700                    $14.00
07/27/04              744,910                    $15.00
07/28/04                3,600                    $14.00
07/29/04                  500                    $14.00
07/30/04                  200                    $13.99
07/30/04               13,300                    $14.00
08/02/04                2,900                    $14.00
08/05/04                4,200                    $14.00

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  ("LIBOR") (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.  TFMC's guarantee of the Congress Facility is collateralized  by,
among other things, certain Class A Shares. On August 12, 2004, TFMC had pledged
all of its 2,212,820 Class A Shares under the Congress  Facility.  The foregoing
summary of the  Congress  Facility is  qualified in its entirety by reference to
Exhibits 3 through 8 to this Statement,  all of which are incorporated herein by
this 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:  August 12, 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:  August 12, 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:  August 12, 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:

TITANIUM METALS CORPORATION
TIMET FINANCE MANAGEMENT COMPANY