SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)

December 2, 2003
(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

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                                       374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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                               374,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                     -0-

10     SHARED DISPOSITIVE POWER

374,000

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

374,000

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

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

7.3%

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

44,800
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                               394,000
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                  44,800

10     SHARED DISPOSITIVE POWER

394,000

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. 2
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 or restated as set forth below.

Item 2.  Identity and Background.

Items 2(a), (b), (d), (e) and (f) are amended and restated as follows.

(a) This Statement is filed by (i) Valhi, Inc. ("Valhi") as a direct holder
of Class A Shares,  (ii) by virtue  of the  direct  and  indirect  ownership  of
securities of Valhi (as described below in this  Statement),  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") and (iii) by virtue of
his  positions  with Contran and certain of the other  entities (as described in
this  Statement),  and as a direct  holder of Class A Shares,  Harold C. Simmons
(collectively,  the  "Reporting  Persons").  By  signing  this  Statement,  each
Reporting Person agrees that this Statement is filed on its or his behalf.

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 Schedule.  As a result of its ownership of all of the Class
B Shares,  Valcor  currently  holds  approximately  66.1% 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.

Valhi is the  direct  holder  of 100% of the  outstanding  common  stock of
Valcor and may be deemed to control  Valcor.  Valhi is also the direct holder of
approximately  7.3% of the 5,124,780  Class A Shares  outstanding as of December
10, 2003 according to information the Company provided (the "Outstanding Class A
Shares").  As a result of Valcor's direct ownership of all of the Class B Shares
and Valhi's direct ownership of 7.3% of the Outstanding  Class A Shares,  Valhi,
directly  and  indirectly,  may be  deemed  to hold  approximately  68.6% of the
combined  voting power (95.5% for the election of  directors)  of all classes of
voting stock of the Company.

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%,  3.1%,  1.3%, 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 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  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 common stock of NOA and together may
be  deemed  to  control  NOA.  Dixie  Rice is the  direct  holder of 100% of the
outstanding  common  stock of Dixie  Holding and may be deemed to control  Dixie
Holding.  Contran is the holder of 100% of the outstanding common stock of Dixie
Rice  and may be  deemed  to  control  Dixie  Rice.  Contran  is the  holder  of
approximately  88.9% of the  outstanding  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.  As sole
trustee of each of the Trusts,  Mr. Simmons has the power to vote and direct the
disposition  of the shares of  Contran  stock  held by each of the  Trusts.  Mr.
Simmons, however,  disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.

The Foundation  directly holds approximately 1.3% 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 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  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 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 common stock of Valmont and may be deemed to control Valmont.
Valhi and Tremont LLC ("Tremont") are the direct holders of approximately  63.1%
and 21.4%, respectively,  of the outstanding common stock of NL 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,  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 Valhi.  However, Mr. Simmons disclaims such beneficial
ownership of the Shares  beneficially owned,  directly or indirectly,  by any of
such entities.

Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares. Mr.
Simmons may be deemed to share  indirect  beneficial  ownership  of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.

Certain information  concerning the directors and executive officers of the
Reporting  Persons,  including  offices  held by Mr.  Simmons  is set  forth  on
Schedule B attached hereto and incorporated herein by reference.

(b) The principal  offices of Valhi,  VGI,  National,  NOA,  Dixie Holding,
Southwest,  Dixie Rice and Contran,  the CMRT and the Foundation are located at,
and the business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal business address of
Dixie Rice is 600 Pasquiere  Street,  Gueydan,  Louisiana  70542.  The principal
business address of Southwest is 402 Canal Street,  Houma,  Louisiana 70360. The
business  addresses of the remaining  directors  and  executive  officers of the
Reporting Persons are set forth on Schedule B to this Statement and incorporated
herein by reference.

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

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

(f) Contran,  Dixie Holding,  National and Valhi are Delaware corporations.
VGI is a Nevada corporation.  NOA is a Texas corporation and the Foundation is a
Texas   non-profit   corporation.   Dixie  Rice  and   Southwest  are  Louisiana
corporations.  The CMRT is governed by the laws of the state of Texas, except as
those laws are superseded by federal law.  Harold C. Simmons and all the persons
named on Schedule B to this Statement are citizens of the United States.

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

The total  amount of funds  Harold C.  Simmons  used to acquire the Class A
Shares  he  purchased   as  reported  in  Item  5(c)  was  $282,240   (including
commissions). Such funds were provided by Mr. Simmons' personal funds.

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

Item 4.  Purpose of Transaction.

Harold C.  Simmons  purchased  the Class A Shares  reported in Item 5(c) of
this Schedule in order to acquire a direct 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.

The information included in Item 6 of this Statement is hereby incorporated
herein by reference.

The Reporting Persons  understand that prior purchases of Class A Shares by
persons  named in Schedule B to this  Statement  (other than Harold C.  Simmons)
were made for the purpose of each such person's personal investment.

Certain  of the  persons  named in  Schedule  B to this  Statement,  namely
Messrs.  Eugene K. Anderson,  Robert D. Graham, J. Mark Hollingsworth,  Keith A.
Johnson,  William J. Lindquist,  Kelly D. Luttmer,  A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons,  Gregory M. Swalwell and Steven L.
Watson are officers and/or  directors of the Company or perform services for the
Company as employees of one of the Company's parent corporations and may acquire
Class A Shares from time to time  pursuant to  employee  benefit  plans that the
Company  sponsors  or  other  compensation  arrangements  with  the  Company  or
otherwise.

Except as described in this Item 4, none of the  Reporting  Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals  which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Items 5(a), (b), (c) and (d) are amended and restated as follows.

(a) Valhi,  Harold C.  Simmons  and his  spouse  are the direct  beneficial
owners of 374,000, 44,800 20,000 Class A Shares, respectively.

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

(1) 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 374,000 Class A Shares  (approximately 7.3% of the Outstanding Class
A Shares) that Valhi holds directly; and

(2) Harold C. Simmons may be deemed to be the beneficial  owner of the
438,800  Class A Shares that  Valhi,  he and his spouse  directly  hold (an
aggregate of approximately 8.6% of the Outstanding Class A Shares).

Except to the extent of the 44,800 Class A Shares he holds  directly,  Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.

The  Reporting  Persons  understand,  based on  ownership  filings with the
Securities  and  Exchange  Commission  (the  "Commission")  or upon  information
provided  by the  persons  listed on  Schedule  B to this  Statement,  that such
persons may be deemed to own  beneficially  the Class A Shares as  indicated  on
Schedule C to this Statement.

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

(1) 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 374,000  Class A Shares  (approximately
7.3% of the Outstanding Class A Shares) that Valhi holds directly;

(2)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the  disposition  of the  394,000  Class A Shares that Valhi and his
spouse directly hold (an aggregate of approximately 7.7% of the Outstanding
Class A Shares); and

(3) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 44,800 Class A Shares  (approximately 0.9% of
the Outstanding Class A Shares) that he directly holds.

The  Reporting  Persons  understand,  based on  ownership  filings with the
Securities and Exchange  Commission or upon information  provided by the persons
listed on Schedule B to this  Statement,  that such persons may be deemed to own
beneficially the Class A Shares as indicated on Schedule C to this Statement.

(c) Harold C. Simmons was the only Reporting Person to have transactions in
the Class A Shares during the past 60 days. Mr.  Simmons  executed the following
purchase of Share on the New York Stock Exchange.

Approximate Price 
Per Share ($)
Number of           (exclusive of
Date                        Class A Shares         commissions)
--------------                 ---------------     -------------------
12/02/2003                        44,800                $6.2500

(d) Valhi,  Harold C.  Simmons and his spouse each has the right to receive
and the power to direct the receipt of dividends  from,  and  proceeds  from the
sale of the Class A Shares directly held by such entity or person.

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

The Company's  restated  certificate of incorporation sets forth the voting
rights, transfer restrictions and conversion rights of the Class A Shares, which
restated  certificate is hereby incorporated herein by reference to Exhibit 1 to
this Schedule

The information included in Item 4 of this Statement is hereby incorporated
herein by reference.

Other than as set forth  above,  none of the  Reporting  Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has  any  contract,   arrangement,   understanding  or  relationship  (legal  or
otherwise) with any person with respect to securities of the Company, including,
but not limited to,  transfer or voting of any such  securities,  finder's fees,
joint  ventures,  loans or option  arrangements,  puts or calls,  guarantees  of
profits, division of profits or losses, or the giving or withholding of proxies.

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:  December 12, 2003

/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:  December 12, 2003

/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the
capacities 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.
VALHI GROUP, INC.
VALHI, INC.

Schedule B

The names of the directors and  executive  officers of 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"),  NOA,  Inc.  ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"),  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, a
wholly owned  limited  liability  company of Valhi
("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.

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

Lisa Simmons Epstein          Director and president of the Foundation.

Robert D. Graham              Vice president of Contran,  Dixie  Holding,  Dixie
Rice, the Foundation,  National,  NOA,  Southwest,
Tremont,   VGI  and  Valhi;  and  vice  president,
general counsel and secretary of Kronos Worldwide,
Inc.   ("KWI")  and  NL  Industries,   Inc.,  both
affiliates of Valhi ("NL").

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.

Keith A. Johnson              Controller of the Foundation.

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,  KWI,  National,  NL,  NOA,
Southwest, Tremont, VGI and Valhi.

Andrew McCollam, Jr. (3)      President and a director of Southwest; director of
Dixie Rice; and a private investor.

W. Hayden McIlroy (4)         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 (5)            Vice president of Dixie Rice and Southwest.

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

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 KWI, NL and
Titanium Metals Corporation, an affiliate of Valhi
("TIMET").

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

Richard A. Smith (5)          Vice president of Dixie Rice.

Gregory M. Swalwell           Vice  president and  controller of Contran,  Dixie
Holding, National, NOA, Southwest,  Tremont, Valhi
and VGI;  vice  president,  finance of KWI and NL;
and vice president of Dixie Rice.

J. Walter Tucker, Jr. (6)     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; and a director of
the Company, Keystone, KWI, NL and 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 8181  Southwest  117th
Street, Pinecrest, Florida 33156.

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

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

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

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

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-

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

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

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

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

Keith A. Johnson ...........................         700       3,200       3,900

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

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

Kelly D. Luttmer ...........................         -0-       4,000       4,000

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

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

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

Bobby D. O'Brien ...........................         -0-      10,000      10,000

Glenn R. Simmons ...........................      10,500      54,000      64,500

Harold C. Simmons (2) ......................      64,800         -0-      64,800

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

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

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

Steven L. Watson ...........................       4,000      12,400      16,400

----------

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

(2)  Includes 20,000 Class A Shares held directly by Mr. 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 44,800 Class A Shares that he holds directly, Mr.
Simmons disclaims beneficial ownership of all Shares