SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

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)

June 7, 2005
(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)

49.7%

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                                     2,626,120
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,626,120

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,626,120

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

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

50.5%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

59.0%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

59.0%

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                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

59.0%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,109,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,109,720

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,109,720

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

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

59.8%

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                                     3,129,720
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          40,700

10     SHARED DISPOSITIVE POWER

3,129,720

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. 13
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
and 5 of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended 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") and TIMET Finance  Management
Company  ("TFMC")  by virtue of their  direct  ownership  of CGI and as
direct holders of Class A Shares;

(iii) Titanium Metals  Corporation  ("TIMET") by virtue of its
indirect ownership of CGI and direct ownership of TFMC;

(iv)  Tremont  LLC  ("Tremont")  by  virtue  of  its  indirect
ownership of CGI and TFMC;

(v) 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 indirect ownership of CGI, TFMC and NL; and

(vi)  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,  TFMC  and  NL  are  direct  holders  of  49.7%,  9.3%  and  0.8%,
respectively,  of the 5,201,780  Class A Shares  outstanding as of June 16, 2005
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 49.7% of the
Class A Shares and 100% of the Class B Shares, CGI directly holds  approximately
82.8% of the  combined  voting power (97.5% of the voting power 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 and TFMC are the direct  holders of  approximately
83.1% and 0.5%,  respectively,  of the outstanding shares of NL common stock and
together may be deemed to control NL.

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,  Valhi and  Harold  C.  Simmons  are the  direct  holders  of
approximately  39.5%,  14.3%,  12.0%. 4.5% and 0.8% 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.

Valhi is the sole  member  of  Tremont  and may be  deemed  to  control
Tremont.   VGI,  National,   Contran,  the  Foundation,   the  Contran  Deferred
Compensation  Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 79.1%, 9.3%, 2.1%, 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  12.0% 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.

NL and a subsidiary of NL directly own  3,522,967  shares and 1,186,200
shares,  respectively,  of Valhi common stock.  Pursuant to Delaware law,  Valhi
treats the shares of Valhi common stock that 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 and TFMC.  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,
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, 31,800
shares of NL common stock (including options exercisable for 4,000 shares of NL
common stock), 126,200 shares of TIMET 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.

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.

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 $712,531.00 (including commissions). TFMC
obtained such funds through an intercompany  advance from TIMET,  net of amounts
TIMET owed TFMC, if any.

The  total  amount  of funds NL used to  acquire  the Class A Shares NL
purchased as reported in Item 5(c) was $571,815.00 (including  commissions).  NL
obtained such funds from its cash on hand.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

TFMC and NL purchased the Class A Shares reported in Item 5(c) in order
to increase their equity interests 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 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.

Certain of the persons  named in Schedule B to this  Statement,  namely
Eugene K. Anderson,  James W. Brown,  Robert D. Graham,  J. Mark  Hollingsworth,
Keith A. Johnson,  William J. Lindquist,  A. Andrew R. Louis,  Kelly D. Luttmer,
Bobby D. O'Brien, Glenn R. Simmons, Harold C. Simmons, John A. St. Wrba, 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.

Item 5 is amended as follows.

(a) CGI, TFMC, Harold C. Simmons, NL and Mr. Simmons' spouse are the
direct beneficial owners of 2,586,820, 483,600, 40,700, 39,300 and 20,000 Class
A Shares, respectively. CGI also directly holds 10,000,000 Class B Shares.

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

(1)  CGI  may be  deemed  to be the  beneficial  owner  of the
2,586,820 Class A Shares  (approximately 49.7% of the Outstanding Class
A Shares) and  10,000,000  Class B Shares  (approximately  82.8% of the
combined  voting power,  and 97.5% of the voting power for the election
of  directors,  of all classes of voting stock of the Company) that CGI
holds directly;

(2)  NL may  be  deemed  to be  the  beneficial  owner  of the
2,626,120 Class A Shares  (approximately 50.5% of the Outstanding Class
A Shares) and  10,000,000  Class B Shares  (approximately  83.1% of the
combined  voting power,  and 97.6% of the voting power for the election
of  directors,  of all classes of voting stock of the Company) that CGI
and NL hold directly;

(3)  TFMC,  TIMET  and  Tremont  may each be  deemed to be the
beneficial owner of the 3,070,420 Class A Shares  (approximately  59.0%
of the  Outstanding  Class A  Shares)  and  10,000,000  Class B  Shares
(approximately  86.0% of the combined  voting  power,  and 98.0% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI and TFMC hold directly; and

(4) 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 3,109,720 Class A Shares  (approximately
59.8% of the Outstanding  Class A Shares) and 10,000,000 Class B Shares
(approximately  86.2% of the combined  voting  power,  and 98.0% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI, TFMC and NL hold directly; and

(5) Harold C. Simmons may be deemed to be the beneficial owner
of the 3,170,420 Class A Shares (approximately 60.9% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares  (approximately  86.6% of
the  combined  voting  power,  and  98.1% of the  voting  power for the
election of  directors,  of all classes of voting stock of the Company)
that CGI, TFMC, he, NL 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.

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 of this
Statement:

(1) CGI may be deemed  to share  the power to vote and  direct
the disposition of the 2,586,820 Class A Shares (approximately 49.7% of
the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  82.8% of the combined  voting  power,  and 97.5% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI holds directly;

(2) NL may be deemed to share the power to vote and direct the
disposition of the 2,626,120 Class A Shares (approximately 50.5% of the
Outstanding   Class  A   Shares)   and   10,000,000   Class  B   Shares
(approximately  83.1% of the combined  voting  power,  and 97.6% of the
voting  power for the election of  directors,  of all classes of voting
stock of the Company) that CGI and NL hold directly;

(3) TFMC,  TIMET and  Tremont  may each be deemed to share the
power to vote and  direct  the  disposition  of the  3,070,420  Class A
Shares  (approximately  59.0% of the  Outstanding  Class A Shares)  and
10,000,000 Class B Shares  (approximately  86.0% of the combined voting
power, and 98.0% of the voting power for the election of directors,  of
all  classes  of voting  stock of the  Company)  that CGI and TFMC hold
directly;

(4) 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  3,109,720
Class A Shares  (approximately 59.8% of the Outstanding Class A Shares)
and  10,000,000  Class B Shares  (approximately  86.2% of the  combined
voting  power,  and  98.0% of the  voting  power  for the  election  of
directors,  of all classes of voting  stock of the  Company)  that CGI,
TFMC and NL hold directly;

(5) Harold C. Simmons may be deemed to share the power to vote
and  direct  the   disposition   of  the   3,129,720   Class  A  Shares
(approximately  60.2% of the Outstanding Class A Shares) and 10,000,000
Class B Shares  (approximately  86.4% of the combined voting power, and
98.0% of the voting power for the election of directors, of all classes
of voting stock of the Company) that CGI,  TFMC, NL 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  40,700  Class  A  Shares
(approximately 0.8% of the Outstanding Class A Shares) that he directly
holds.

(c) The  table  below  sets  forth  transactions  in the  Shares by the
Reporting Persons since May 2, 2005, the last reported  transaction  reported in
Item 5(c) to Amendment  No. 12 to this Schedule 13D. TFMC and NL executed all of
such  transactions,  which were all purchases of Class A Shares, on the New York
Stock Exchange.

Number of                   Price Per Share
Date                      Purchaser             Class A Shares Purchased       (exclusive of commissions)
------------               ---------------          ------------------------       --------------------------

05/13/05                     TFMC                             2,900                        $14.50
05/17/05                     TFMC                            10,200                        $14.50
05/20/05                     TFMC                             7,100                        $14.50
05/26/05                     TFMC                               500                        $14.50
05/31/05                     TFMC                            10,000                        $14.50
05/31/05                     TFMC                             8,100                        $14.45
05/31/05                     TFMC                               100                        $14.41
06/01/05                     TFMC                               100                        $14.45
06/01/05                     TFMC                            10,000                        $14.50
06/03/05                     NL                               1,700                        $14.50
06/06/05                     NL                               1,200                        $14.50
06/07/05                     NL                              15,500                        $14.50
06/08/05                     NL                              20,900                        $14.50

(d) CGI, TFMC, Harold C. Simmons, NL and Mr. Simmons' spouse each has
the right to receive and the power to direct the receipt of dividends from, and
proceeds from the sale of, the Shares directly held by such entity or person.

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:  June 17, 2005

/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:  June 17, 2005

/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:  June 17, 2005

/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"),  Valhi and VGI; 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").

Joan L. Dobrzynski (2)              Vice  president-client  services  of Stewart
Management Company; and director, president,
secretary and assistant treasurer of TFMC.

Norman S. Edelcup (3)               Senior vice president  business  development
of Florida Savings  Bancorp;  mayor of Sunny
Isles Beach, Florida; 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,  TIMET,  Tremont,  Valhi and VGI;
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, Valhi and
VGI;  general  counsel  of  the  Foundation,
CompX  International,  Inc. (the "Company");
trust   counsel  of  The   Combined   Master
Retirement  Trust,  a trust Valhi  formed 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.

Bruce P. Inglis (6)                 Vice    president-finance    and   corporate
controller of TIMET.

Francis B. Jacobs, II (2)           Vice  president-client  services  of Stewart
Management  Company;   and  director,   vice
president and assistant secretary of TFMC.

Keith A. Johnson                    Controller of the Foundation.

Christian Leonhard (7)              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; and a director
of CGI.

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

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

J. Landis Martin (6)                Chairman of the board,  president  and chief
executive  officer of TIMET;  and a director
of CGI.

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 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 (6)             Chief  operating  officer - North America of
TIMET.

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  Dixie  Rice,
Southwest  and Tremont;  vice  president and
chief  financial   officer  of  Contran  and
Valhi; and vice president of TIMET.

Joan H. Prusse (6)                  Vice   president,    general   counsel   and
secretary  of TIMET  and vice  president  of
Tremont.

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

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 and  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 CGI,
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 Ms.  Dobrzynski  and Mr. Jacobs is
Nemours Building, Suite 1410, 1007 Orange Street, Wilmington,  Delaware
19801.

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

(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. Inglis is a citizen of Canada.  The principal  business address for
Messrs.  Inglis, Martin,  Musgraves and Prusse is 1999 Broadway,  Suite
4300, Denver, Colorado 80202.

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

(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:

Class A             Stock 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-

Joan L. Dobrzynski                                              -0-                     -0-                  -0-

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

Lisa Simmons Epstein                                            -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-

Bruce P. Inglis                                                 -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-

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

Joan H. Prusse                                                  -0-                     -0-                  -0-

Glenn R. Simmons (2)                                         15,500                  54,800               70,300

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

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

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

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

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

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

Steven L. Watson                                              6,000                  14,800               20,800

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