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

Filed by Registrant:                                  [X]
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[ ] Preliminary Proxy Statement                [ ] Confidential, for Use  of the
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[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CompX International Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO GOES HERE]

CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

April 13, 2005

To our Stockholders:

You are cordially invited to attend the 2005 Annual Meeting of Stockholders
of CompX  International  Inc.,  which will be held on Tuesday,  May 10, 2005, at
10:00 a.m.,  local time, at CompX's  corporate  offices at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas. The matters to be acted upon at the
meeting are described in the attached  Notice of Annual Meeting of  Stockholders
and Proxy Statement.

Whether or not you plan to attend the meeting, please complete,  date, sign
and  return  the  enclosed  proxy  card  or  voting   instruction  form  in  the
accompanying  envelope  as  promptly  as possible to ensure that your shares are
represented and voted in accordance with your wishes.

Sincerely,

/s/ David A. Bowers
David A. Bowers
President and Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 10, 2005

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY GIVEN that the 2005 Annual  Meeting of  Stockholders  (the
"Meeting") of CompX International Inc., a Delaware corporation  ("CompX"),  will
be held on  Tuesday,  May 10,  2005,  at 10:00  a.m.,  local  time,  at  CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas for the following purposes:

(1)  To elect seven  directors  to serve  until the 2006 Annual  Meeting of
Stockholders; and

(2)  To  transact  such other  business  as may  properly  come  before the
Meeting or any adjournment or postponement thereof.

The close of  business  on March 28,  2005 has been set as the record  date
(the  "Record  Date") for the Meeting.  Only  holders of CompX's  class A common
stock,  par value $0.01 per share, and class B common stock, par value $0.01 per
share,  at the close of business  on the Record Date are  entitled to notice of,
and to vote at, the Meeting.  CompX's  stock  transfer  books will not be closed
following the Record Date. A complete list of  stockholders  entitled to vote at
the Meeting will be available for  examination  during normal  business hours by
any stockholder of CompX, for purposes  related to the Meeting,  for a period of
ten days prior to the Meeting at the place where CompX will hold the Meeting.

You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting,  please complete,  date and sign the accompanying proxy card
or voting instruction form and return it promptly in the enclosed  envelope.  If
you  choose,  you may still  vote in  person  at the  Meeting  even  though  you
previously submitted your proxy.

By Order of the Board of Directors,

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

Dallas, Texas
April 13, 2005

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

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

PROXY STATEMENT

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

GENERAL INFORMATION

This proxy statement and the accompanying  proxy card or voting instruction
form are being furnished in connection  with the  solicitation of proxies by and
on  behalf  of the  board of  directors  (the  "Board  of  Directors")  of CompX
International Inc., a Delaware corporation ("CompX"), for use at the 2005 Annual
Meeting of Stockholders of CompX to be held on Tuesday,  May 10, 2005 and at any
adjournment or postponement thereof (the "Meeting").  The accompanying Notice of
Annual Meeting of  Stockholders  (the  "Notice") sets forth the time,  place and
purposes of the Meeting.  The Notice,  this proxy  statement,  the  accompanying
proxy card or voting instruction form and CompX's Annual Report to Stockholders,
which  includes  CompX's  Annual  Report on Form 10-K for the fiscal  year ended
December  31,  2004,  are first being  mailed to the holders of CompX's  class A
common stock,  par value $0.01 per share ("Class A Common  Stock"),  and CompX's
class B common  stock,  par value  $0.01 per share  ("Class B Common  Stock" and
collectively  with the Class A Common Stock,  the "Common  Stock"),  on or about
April 13, 2005. CompX's principal executive offices are located at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

QUORUM, VOTING RIGHTS AND PROXY SOLICITATION

The record  date set by the Board of  Directors  for the  determination  of
stockholders entitled to notice of, and to vote at, the Meeting was the close of
business on March 28, 2005 (the "Record Date"). Only holders of shares of Common
Stock as of the close of business on the Record Date are entitled to vote at the
Meeting.  As of the Record Date,  there were 5,193,780  shares of Class A Common
Stock and 10,000,000 shares of Class B Common Stock issued and outstanding. Each
share of Class A Common Stock  entitles its holder to one vote on all matters to
be acted on at the  Meeting.  Each share of Class B Common  Stock  entitles  its
holder to ten votes with respect to the  election of  directors  and one vote on
all other matters to be acted on at the Meeting.  The presence,  in person or by
proxy,  of the  holders of a majority of the votes of Common  Stock  entitled to
vote at the Meeting,  counted as a single  class,  is necessary to  constitute a
quorum for the conduct of business at the Meeting. Under applicable rules of the
New York Stock Exchange (the "NYSE") and Securities and Exchange Commission (the
"SEC"), brokers or other nominees holding shares of record on behalf of a client
who is the actual  beneficial  owner of such  shares are  authorized  to vote on
certain routine matters without receiving instructions from the beneficial owner
of the shares.  If a broker/nominee  who is entitled to vote on a routine matter
does not vote such shares, such shares are referred to herein as "broker/nominee
non-votes."  Shares of Common  Stock that are voted to abstain from any business
coming before the Meeting and broker/nominee  non-votes will be counted as being
in  attendance  at the Meeting for purposes of  determining  whether a quorum is
present.

If a quorum is present, a plurality of the affirmative votes of the Class A
and Class B Common Stock,  voting  together as a single class,  represented  and
entitled  to be voted at the  Meeting is  necessary  to elect each  director  of
CompX. The accompanying proxy card or voting instruction form provides space for
a stockholder to withhold authority to vote for any of the nominees to the Board
of Directors.  Neither  shares as to which the authority to vote on the election
of directors has been withheld nor  broker/nominee  non-votes will be counted as
affirmative votes to elect director nominees to the Board of Directors. However,
since  director  nominees need only receive the vote of a plurality of the votes
represented  and  entitled  to  vote  at the  Meeting,  a vote  withheld  from a
particular nominee will not affect the election of such nominee.

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

Unless  otherwise  specified,  the agents  designated  in the proxy card or
voting  instruction  form will  vote the  shares  represented  by a proxy at the
Meeting  "FOR" the election of the  director  nominees to the Board of Directors
and, to the extent allowed by applicable law, in the discretion of the agents on
any other matter that may properly come before the Meeting.

Computershare  Investor Services,  L.L.C.  ("Computershare"),  the transfer
agent and  registrar  for the Class A and Class B Common  Stock as of the Record
Date,  has been  appointed  by the Board of  Directors  to receive  proxies  and
ballots, ascertain the number of shares represented, tabulate the vote and serve
as inspector of election for the Meeting.

Each holder of record of Common Stock  executing and  delivering  the proxy
card enclosed  with this proxy  statement may revoke it at any time prior to the
voting at the Meeting by delivering to Computershare a written revocation of the
proxy, a duly executed proxy card bearing a later date or by voting in person at
the  Meeting.  Attendance  by a  stockholder  at the Meeting  will not in itself
constitute the revocation of such stockholder's proxy.

Employees  participating  in the CompX  Contributory  Retirement  Plan,  as
amended (the "CompX 401(k) Plan"),  who are beneficial  owners of Class A Common
Stock under such plan may use the enclosed voting  instruction  form to instruct
the plan  trustee  how to vote the shares held for such  employees.  The trustee
will,  subject  to  the  terms  of  the  plan,  vote  in  accordance  with  such
instructions.

The Board of  Directors is making this proxy  solicitation.  CompX will pay
all  expenses  related to the  solicitation,  including  charges for  preparing,
printing,  assembling and distributing all materials  delivered to stockholders.
In  addition  to the  solicitation  by mail,  directors,  officers  and  regular
employees of CompX may solicit proxies by telephone or in person, for which such
persons will receive no additional  compensation.  CompX has retained  Georgeson
Shareholder  Communications,  Inc.  to aid in the  distribution  of  this  proxy
statement and related  materials at an estimated  cost of $1,000.  Upon request,
CompX  will  reimburse  banking  institutions,   brokerage  firms,   custodians,
trustees,  nominees and fiduciaries for their reasonable  out-of-pocket expenses
incurred  in  distributing  proxy  materials  and  voting  instructions  to  the
beneficial owners of Class A Common Stock that such entities hold of record.

CONTROLLED COMPANY

CompX Group, Inc. ("CGI") directly holds 82.8% of the outstanding shares of
Class A and B Common Stock combined.  NL Industries,  Inc. ("NL") directly holds
82.4% of the outstanding  shares of CGI common stock. Valhi is the direct holder
of 83.1% of the  outstanding  shares of NL common  stock,  par value  $0.125 per
share ("NL Common Stock").  Contran Corporation  ("Contran") holds,  directly or
through subsidiaries, 90.8% of the outstanding shares of Valhi common stock, par
value $0.01 per share ("Valhi Common Stock").

CGI has  indicated  its  intention  to have  its  shares  of  Common  Stock
represented  at the Meeting and voted "FOR" the election of each of the director
nominees to the Board of  Directors.  If CGI attends the Meeting in person or by
proxy and votes as  indicated,  the Meeting  will have a quorum  present and the
stockholders will elect all the nominees of the Board of Directors.

Because  of the  Common  Stock  ownership  by CGI,  CompX is  considered  a
controlled  company  under the listing  standards  of the NYSE.  Pursuant to the
listing  standards,  a  controlled  company may choose not to have a majority of
independent  directors,   independent  compensation,   nominating  or  corporate
governance committees or charters for these committees.  CompX has chosen not to
have a  majority  of  independent  directors  or an  independent  nominating  or
corporate  governance  committee.  The Board of Directors believes that the full
Board of Directors best represents the interests of all of CompX's  stockholders
and  that it is  appropriate  for all  matters  that  would be  considered  by a
nominating or corporate  governance committee to be considered and acted upon by
the full Board of Directors.  Applying the NYSE director independence standards,
the  Board  of  Directors  has  determined  that  three  of  its  directors  are
independent and have no material  relationship with CompX.  While the members of
CompX's management development and compensation committee (the "MD&C Committee")
currently  satisfy the  independence  requirements of the NYSE, CompX has chosen
not to satisfy all of the NYSE listing  standards for a compensation  committee.
See "Meetings and Committees of the Board of Directors" for more  information on
the committees of the Board of Directors.  See also  "Stockholder  Proposals and
Director  Nominations  for the 2006 Annual Meeting" for a description of CompX's
policies and procedures for stockholder nominations of directors.

-2-

ELECTION OF DIRECTORS

The bylaws of CompX  provide that the Board of Directors  shall  consist of
one or more members as determined by the Board of Directors or the stockholders.
The Board of Directors has  currently set the number of directors at seven.  The
directors  elected at the Meeting will hold office until the 2006 Annual Meeting
of  Stockholders  and until their  successors  are duly elected and qualified or
their earlier removal, resignation or death.

All of the  nominees  are  currently  directors  of CompX  whose terms will
expire at the Meeting.  All of the nominees have agreed to serve if elected.  If
any nominee is not available for election at the Meeting, all shares represented
by a proxy will be voted "FOR" an alternate  nominee to be selected by the Board
of Directors, unless the stockholder executing such proxy withholds authority to
vote for such nominee.  The Board of Directors believes that all of its nominees
will be available for election at the Meeting and will serve if elected.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  THE  ELECTION  OF THE
FOLLOWING NOMINEES FOR DIRECTOR.

Nominees for Director. The respective nominees for election as directors of
CompX for  terms  expiring  at the 2006  Annual  Meeting  of  Stockholders  have
provided the following information.

Paul M. Bass,  Jr.,  age 69, has been a director of CompX  since 1997.  Mr.
Bass also serves as a director  of Keystone  Consolidated  Industries,  Inc.,  a
steel  fabricated  wire products,  industrial  wire and carbon steel rod company
that is related to Contran ("Keystone"). From prior to 2000, Mr. Bass has served
as vice  chairman  of First  Southwest  Company,  a privately  owned  investment
banking  firm.  He is also a director and member of the audit  committee of MACC
Private Equities Inc., a business development company, and chairman of the board
of trustees of the Southwestern  Medical Foundation,  a foundation that supports
and promotes The University of Texas Southwestern  Medical Center. Mr. Bass is a
member of CompX's audit committee and chairman of CompX's management development
and compensation committee (the "MD&C Committee").

David A.  Bowers,  age 67,  has  served  as  CompX's  president  and  chief
executive officer since 2002. He has also served as CompX's vice chairman of the
board  since  2000 and as a  director  of  CompX  since  1993.  Mr.  Bowers  has
continuously  served in various  executive  officer  positions  for CompX or its
predecessors  since prior to 2000. Mr. Bowers has been employed by CompX and its
predecessors  since 1960 in various  sales,  marketing and executive  positions,
having been named president of CompX's security products and related  businesses
in 1979. Mr. Bowers is a trustee and chairman of the board of Monmouth  College,
Monmouth, Illinois.

Keith R. Coogan,  age 52, has served as a director of CompX since 2002. Mr.
Coogan  is  chief  executive  officer  of  Software  Spectrum,  Inc.,  a  global
business-to-business software services provider that is currently a wholly owned
subsidiary  of  Level 3  Communications,  but from  1991 to 2002 was a  publicly
traded  corporation  ("SSI").  From 1990 to 2002,  he served  in  various  other
executive  officer  positions for SSI,  including  vice president of finance and
operations and chief  operating  officer.  He is also a director of Keystone and
Kronos  Worldwide,  Inc.,  an  international  manufacturer  of titanium  dioxide
pigments that is related to Valhi and NL ("Kronos Worldwide"). Mr. Coogan is the
chairman  of each of CompX's and  Keystone's  audit  committees  and a member of
Kronos Worldwide's audit committee.

Edward J. Hardin, age 62, has served as a director of CompX since 1997. Mr.
Hardin  has been a  partner  of the law firm of  Rogers & Hardin  LLP  since its
formation in 1976.

Ann Manix,  age 52, has served as a director  of CompX  since  1998.  Since
prior to 2000,  Ms.  Manix has served as a managing  partner of Ducker  Research
Corporation,  a privately  held  industrial  research  firm.  She is a member of
CompX's audit committee and MD&C Committee.

-3-

Glenn R.  Simmons,  age 77,  has served as  chairman  of the board of CompX
since 2000 and director of CompX since 1993. From October 2000 to December 2000,
Mr. Simmons  served as chief  executive  officer of CompX.  Mr. Simmons has been
vice chairman of the board of Valhi and Contran since prior to 2000. Mr. Simmons
also  serves  as  chairman  of the board of  Keystone;  as a  director  of NL, a
diversified  conglomerate  with principal  investments  in Kronos  Worldwide and
CompX; as a director of Kronos  Worldwide;  and as a director of Titanium Metals
Corporation  ("TIMET"),  an integrated producer of titanium metals products that
is related to Valhi. In February 2004,  Keystone filed a voluntary  petition for
reorganization  under federal bankruptcy laws. Mr. Simmons has been an executive
officer or  director of various  companies  related to Contran  since 1969.  Mr.
Simmons is the brother of Harold C. Simmons,  the chairman of the board of Valhi
and Contran.

Steven L. Watson, age 54, has served as a director of CompX since 2000. Mr.
Watson has been chief executive  officer of Valhi since 2002 and president and a
director  of Valhi  and  Contran  since  prior to 2000.  He has  served  as vice
chairman of the board of Kronos  Worldwide  since October 2004.  Mr. Watson also
serves as a director of Keystone, Kronos Worldwide, NL and TIMET. Mr. Watson has
served as an executive officer or director of various companies related to Valhi
and Contran since 1980.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of  Directors  held  three  meetings  and took  action by written
consent on three  occasions in 2004.  Each director  participated in all of such
meetings and of the meetings of the  committees on which he or she served at the
time. It is expected that each director will attend CompX's  annual  meetings of
stockholders, which are held immediately before the annual meetings of the Board
of Directors. All members of the Board of Directors attended CompX's 2004 annual
stockholder meeting.

The Board of Directors has established and delegated authority to
the following two standing committees.

AuditCommittee.  The audit  committee  assists  with the Board of
Directors'  oversight   responsibilities  relating  to  the  financial
accounting  and reporting  processes and auditing  processes of CompX.
The  responsibilities of the audit committee are more specifically set
forth in the audit  committee  charter,  a copy of which is  available
under the  corporate  section  of CompX's  website,  www.compxnet.com.
Applying  the  requirements  of the  NYSE  listing  standards  and SEC
regulations,  as  applicable,  the Board of Directors  has  determined
that:

o    each  member  of  the  audit   committee   is   independent,
financially  literate and has no material  relationship with
CompX; and
o    Mr.  Keith  R.  Coogan  is  an  "audit  committee  financial
expert."

No member  of the audit  committee  serves on more than  three  public
company audit committees.  For further  information on the role of the
audit committee,  see "Audit Committee Report." The current members of
the audit committee are Keith R. Coogan (chairman),  Paul M. Bass, Jr.
and Ann Manix. The audit committee held seven meetings and took action
by written consent on two occasions in 2004.

Management Development and Compensation Committee.  The principal
responsibilities  of the MD&C  Committee  are to  review  and  approve
certain matters involving executive compensation;  to recommend to the
Board of Directors  whether or not to approve any  proposed  charge to
CompX  or its  subsidiaries  pursuant  to an  intercorporate  services
agreement  with a related  party;  to take  action  or to  review  and
approve certain matters  regarding  CompX's  employee benefit plans or
programs; to administer and grant awards under the CompX International
Inc.  1997  Long-Term  Incentive  Plan (the "1997  Plan");  to approve
certain  annual  incentive  compensation  awards;  and to  review  and
administer such other  compensation  matters as the Board of Directors
may direct from time to time.  The Board of Directors  has  determined
that each member of the MD&C  Committee is independent by applying the
NYSE director independence  standards.  For further information on the
role of the MD&C Committee,  see "Executive  Compensation Report." The
current members of the MD&C Committee are Paul M. Bass, Jr. (chairman)
and Ann Manix. The MD&C Committee held two meetings in 2004.

The Board of  Directors  is expected  to elect the members of the  standing
committees at the Board of Directors  annual meeting  immediately  following the
Meeting.  The Board of Directors has  previously  established,  and from time to
time may  establish,  other  committees  to  assist it in the  discharge  of its
responsibilities.

-4-

EXECUTIVE OFFICERS

Set forth below is certain  information  relating to the executive officers
of  CompX.  Each  executive  officer  serves  at the  pleasure  of the  Board of
Directors.  Biographical  information with respect to Glenn R. Simmons and David
A. Bowers is set forth under "Election of Directors--Nominees for Director."

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

Glenn R. Simmons............   77    Chairman of the Board
David A. Bowers.............   67    Vice Chairman of the Board, President and Chief Executive Officer
David J. Camozzi............   49    Vice President
Darryl R. Halbert...........   40    Vice President, Chief Financial Officer and Controller
Scott C. James..............   39    Vice President

David J. Camozzi has served as vice  president of CompX since  October 2004
and president of CompX Precision Slides, a unit of CompX,  since September 2004.
From 2001 to 2004, Mr. Camozzi was the chief operating  officer of Slater Steel,
Inc., a specialty  steel  company with  operations  in Canada and the U.S.  that
filed for bankruptcy  protection in both Canada and the U.S. in June 2003.  From
2000 to 2001, Mr. Camozzi was vice  president,  corporate  development of Slater
Steel.  From 1999 to 2000,  he was senior  vice  president  and chief  operating
officer in North America of Co-Steel, Inc., a steel manufacturer with operations
in North America and the United Kingdom.

Darryl R. Halbert has served as chief financial officer since 2002 and vice
president and  controller of CompX since 2001.  From 2000 to 2001,  Mr.  Halbert
served as chief  operating  officer,  chief  financial  officer and secretary of
Image2Web,  Inc., a subsidiary of Micrografx,  Inc., a developer and marketer of
graphics software for business use.

Scott C. James has served as vice president of CompX and president of CompX
Security  Products Inc., a wholly owned  subsidiary of CompX,  since 2002. Since
1992, Mr. James has served in various sales,  marketing and executive  positions
with CompX's security products operations.

-5-

SECURITY OWNERSHIP

Ownership of CompX.  The following  table and footnotes set forth as of the
Record Date the beneficial  ownership,  as defined by regulations of the SEC, of
Class A and Class B Common Stock held by each individual,  entity or group known
to CompX to own beneficially  more than 5% of the outstanding  shares of Class A
or Class B Common Stock,  each  director,  each  executive  officer named in the
summary compensation table in this proxy statement (a "named executive officer")
and all directors and executive  officers as a group. See footnote (4) below for
information  concerning the  relationships  of certain  individuals and entities
that may be  deemed  to own  indirectly  and  beneficially  more  than 5% of the
outstanding  shares of Class A or Class B Common Stock. All information is taken
from or based upon ownership  filings made by such  individuals or entities with
the SEC or upon information provided by such individuals or entities.

CompX Class
A and Class
B Common
CompX Class A Common Stock         CompX Class B Common Stock       Stock
--------------------------------    ------------------------------    Combined
Amount and Nature of  Percent       Amount and Nature              Percent of
Beneficial         of Class        of Beneficial     Percent      Class 
Beneficial Owner                         Ownership (1)       (1)(2)          Ownership (1)    of Class     (1)(2)
-------------------------------     ----------------------  --------    --------------------  --------   -----------

Harold C. Simmons (3).........           40,700  (4)            *              -0-  (4)          -0-          *
CompX Group, Inc. (3)......        2,586,820  (4)          49.8%     10,000,000  (4)         100%        82.8%
TIMET Finance Management
Company (3)..............          336,700  (4)           6.5%            -0-  (4)          -0-         2.2%
Annette C. Simmons.........           20,000  (4)            *              -0-  (4)          -0-          *
---------                         ----------              ----
2,984,220  (4)          57.5%     10,000,000  (4)         100%        85.5%
Dalton, Greiner, Hartman, Maher
& Co.......................          672,950  (5)          13.0%            -0-               -0-         4.4%
Royce & Associates, LLC.......          302,300  (6)           5.8%            -0-               -0-         2.0%

Paul M. Bass, Jr..............           12,300  (4)(7)         *              -0-               -0-          *
David A. Bowers...............           74,000  (4)(7)        1.4%            -0-               -0-          *
Keith R. Coogan...............            2,500                 *              -0-               -0-          *
Edward J. Hardin..............           15,800  (7)            *              -0-               -0-          *
Ann Manix.....................           11,300  (7)            *              -0-               -0-          *
Glenn R. Simmons..............           69,300  (4)(7)(8)     1.3%            -0-               -0-          *
Steven L. Watson..............           19,800  (4)(7)         *              -0-               -0-          *
Darryl R. Halbert.............            7,000  (7)            *              -0-               -0-          *
Scott C. James................           19,080  (7)            *              -0-               -0-          *
All   directors   and  executive
officers  of CompX as a group
(10 persons) ..............          231,080  (4)(7)(8)     4.3%            -0-               -0-         1.5%

--------------------
*        Less than 1%.

(1)  Except as otherwise noted,  the listed entities,  individuals or group have
sole  investment  power and sole  voting  power as to all  shares set forth
opposite their names.  The number of shares and percentage of ownership for
each  entity,  individual  or group  assumes the  exercise by such  entity,
individual  or group  (exclusive  of  others)  of stock  options  that such
entity,  individual or group may exercise  within 60 days subsequent to the
Record Date.

-6-

(2)  The  percentages  are based on  5,193,780  shares  of Class A Common  Stock
outstanding as of the Record Date.

(3)  The  business  address of CGI and Harold C. and Annette C. Simmons is Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The
business  address  of TIMET  Finance  Management  Company  ("TFMC")  is 300
Delaware Avenue, Suite 900, Wilmington, Delaware 19801.

(4)  NL and TFMC directly hold 82.4% and 17.6%, respectively, of the outstanding
shares of CGI common stock.  TIMET directly  holds 100% of the  outstanding
shares of TFMC common stock.  Tremont LLC ("Tremont"),  Annette C. Simmons,
The Combined Master Retirement Trust (the "CMRT") and Valhi are the holders
of approximately  39.5%, 14.3%, 12.0% and 2.4% of the outstanding shares of
TIMET common stock,  par value $0.01 per share ("TIMET Common Stock").  The
ownership of Ms. Simmons 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 "TIMET
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 TIMET 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  TIMET  Series  A  Preferred   Stock  she  or  Valhi  owns,
respectively.

Valhi is direct  holder of 100% of the  membership  interests  of  Tremont.
Valhi and TFMC are the  direct  holders  of  approximately  83.1% and 0.5%,
respectively, of the outstanding shares of NL Common Stock.

Valhi  holds  indirectly  through CGI and TFMC  approximately  85.1% of the
combined  voting  power of the Common  Stock  (approximately  97.8% for the
election  of  directors).  In certain  instances,  shares of Class B Common
Stock are automatically convertible into shares of Class A Common Stock.

Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"), Contran,
the  Harold  Simmons  Foundation,  Inc.  (the  "Foundation"),  the  Contran
Deferred  Compensation  Trust No. 2 (the "CDCT No. 2") and the CMRT are the
direct holders of  approximately  77.6%,  9.1%,  3.7%, 0.9%, 0.4% and 0.1%,
respectively,  of the outstanding  shares of Valhi Common Stock.  National,
NOA,  Inc.  ("NOA") and Dixie  Holding  Company  ("Dixie  Holding") are the
direct holders of approximately  73.3%, 11.4% and 15.3%,  respectively,  of
the outstanding common stock of VGI. Contran and NOA are the direct holders
of approximately 85.7% and 14.3%,  respectively,  of the outstanding common
stock of National.  Contran and  Southwest  Louisiana  Land  Company,  Inc.
("Southwest")  are the  direct  holders of  approximately  49.9% and 50.1%,
respectively,   of  the  outstanding   common  stock  of  NOA.  Dixie  Rice
Agricultural Corporation,  Inc. ("Dixie Rice") is the direct holder of 100%
of the outstanding common stock of Dixie Holding.  Contran is the holder of
100% of the outstanding common stock of Dixie Rice and approximately  88.9%
of the outstanding common stock of Southwest.

Substantially all of Contran's  outstanding  voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold
C. Simmons (the  "Trusts"),  of which Mr.  Simmons is the sole trustee,  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 Contran shares 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.

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 must satisfy the balance
of such  obligations.  Pursuant  to the  terms of the CDCT No.  2,  Contran
retains  the  power to vote the  shares  held by the  CDCT No.  2,  retains
dispositive  power  over  such  shares  and  may  be  deemed  the  indirect
beneficial owner of such shares.

-7-

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 to permit the collective  investment by
master trusts that maintain 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. Paul M.
Bass, Jr. is also a member of the trust investment  committee for the CMRT.
Valhi's  board of  directors  selects  the trustee and members of the trust
investment committee for the CMRT. Harold C. Simmons,  Glenn R. Simmons and
Steven L. Watson are members of Valhi's  board of directors  and along with
David A. Bowers are  participants  in one or more of the  employee  benefit
plans  that  invest  through  the  CMRT.  Each  of such  persons  disclaims
beneficial  ownership  of any of the shares the CMRT  holds,  except to the
extent of his individual vested beneficial interest,  if any, in the assets
the CMRT holds.

Harold C. Simmons is the chairman of the board and chief executive  officer
of NL,  the vice  chairman  of the board of TIMET and the  chairman  of the
board of each 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
services as trustee,  all as described  above, (a) Harold C. Simmons may be
deemed to control certain of such entities, and (b) Mr. Simmons and certain
of such entities may be deemed to possess indirect beneficial  ownership of
the shares of Common Stock that CGI and TFMC hold  directly.  Mr.  Simmons,
however,  disclaims  beneficial ownership of the shares beneficially owned,
directly or indirectly,  by any of such  entities,  except to the extent of
his vested beneficial interest,  if any, in shares held by the CMRT and his
interest as a beneficiary of the CDCT No. 2. Mr. Harold  Simmons  disclaims
beneficial  ownership  of all  shares  of  Common  Stock  that  CGI or TFMC
directly holds.

Glenn R. Simmons and Steven L. Watson are directors and executive  officers
of Valhi and Contran.  Messrs. Glenn Simmons and Watson disclaim beneficial
ownership  of any shares of Common  Stock  directly or  indirectly  held by
Contran, Valhi or any of their subsidiaries.

Annette  C.  Simmons  is the wife of Harold C.  Simmons.  She is the direct
owner of 20,000 shares of Class A Common Stock,  69,475 shares of NL Common
Stock, 1,600,000 shares of TIMET Series A Preferred Stock and 43,400 shares
of Valhi  Common  Stock.  Mr.  Simmons  may be  deemed  to  share  indirect
beneficial  ownership  of such  shares.  Mr.  Simmons  disclaims  all  such
beneficial ownership.

The Annette C. Simmons  Grandchildren's  Trust,  a trust of which Harold C.
Simmons and Annette C. Simmons are  co-trustees  and the  beneficiaries  of
which are the grandchildren of Annette C. Simmons,  is the direct holder of
40,000  shares of Valhi Common  Stock (the  "Grandchildren's  Trust").  Mr.
Simmons, as co-trustee of the Grandchildren's  Trust, has the power to vote
and  direct  the   disposition   of  the  shares  Valhi  Common  Stock  the
Grandchildren's  Trust directly  holds.  Mr. Simmons  disclaims  beneficial
ownership  of any shares of Valhi  Common  Stock  that the  Grandchildren's
Trust holds.

Harold C.  Simmons is the direct  owner of 40,700  shares of Class A Common
Stock,  30,800 shares of NL Common Stock (including options exercisable for
4,000 shares of NL Common Stock) and 3,383 shares of Valhi Common Stock.

NL and a subsidiary  of NL directly hold  3,522,967  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 NL's subsidiary  directly hold
as treasury stock for voting  purposes and for purposes of calculating  the
percentage  ownership of the outstanding shares of Valhi Common Stock as of
the  Record  Date  in this  proxy  statement  such  shares  are not  deemed
outstanding.

-8-

The business address of CGI, NL, Tremont,  Valhi, VGI, National, NOA, Dixie
Holding, the Foundation, the CMRT and Contran is Three Lincoln Centre, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.  The business address of
Dixie Rice is 600 Pasquiere Street, Gueydan,  Louisiana 70542. The business
address of Southwest  is 402 Canal  Street,  Houma,  Louisiana  70360.  The
business address of TIMET is 1999 Broadway,  Suite 4300,  Denver,  Colorado
80202.

(5)  Based on Amendment  No. 6 to Schedule  13G dated  February 10, 2005 Dalton,
Greiner, Hartman, Maher & Co. ("Dalton Greiner") filed with the SEC. Dalton
Greiner  has sole  voting  power  over  652,208  of these  shares  and sole
dispositive  power over all of these shares.  The address of Dalton Greiner
is 565 Fifth Avenue, Suite 2101, New York, New York 10017.

(6)  Based on  Amendment  No. 2 to Schedule  13G dated  January 24, 2005 Royce &
Associates,  LLC ("Royce") filed with the SEC. The address of Royce is 1414
Avenue of the Americas, New York, New York 10019.

(7)  The  shares of Class A Common  Stock  shown as  beneficially  owned by such
person include the following  number of shares such person has the right to
acquire upon the  exercise of stock  options  granted  pursuant to the 1997
Plan that such person may exercise  within 60 days subsequent to the Record
Date:

Shares of Class A Common Stock
Issuable Upon the Exercise of
Stock Options
Name of Beneficial Owner              On or Before May 27, 2005
------------------------------------    -------------------------------

Paul M. Bass, Jr....................                  7,800
David A. Bowers.....................                 65,000
Edward J. Hardin....................                  7,800
Ann Manix...........................                  6,800
Glenn R. Simmons....................                 56,800
Steven L. Watson....................                 14,800
Darryl R. Halbert...................                  6,000
Scott C. James......................                 18,000

(8)  The shares of Class A Common Stock shown as beneficially  owned by Glenn R.
Simmons include 500 shares his wife holds in her retirement  account,  with
respect to which he disclaims beneficial ownership.

CompX understands that Contran and related entities may consider  acquiring
or  disposing  of  shares of  Common  Stock  through  open-market  or  privately
negotiated transactions, depending upon future developments,  including, but not
limited to, the  availability  and alternative uses of funds, the performance of
Class A Common  Stock in the  market,  an  assessment  of the  business  of, and
prospects for,  CompX,  financial and stock market  conditions and other factors
deemed relevant by such entities.  CompX may similarly consider  acquisitions of
shares of Class A Common Stock and  acquisitions  or  dispositions of securities
issued by related entities.

-9-

Ownership of Related  Companies.  Certain  CompX  directors  and  executive
officers own equity securities of certain CompX related companies. The following
table and footnotes set forth the beneficial  ownership,  as of the Record Date,
of the shares of NL, TIMET and Valhi Common  Stock held by each  director,  each
named executive officer and all directors and executive officers as a group. All
information is taken from or based upon  ownership  filings made by such persons
with the SEC or upon information provided by such persons.

NL Common Stock             TIMET Common Stock           Valhi Common Stock
----------------------------  ---------------------------  ----------------------------
Amount and       Percent       Amount and      Percent     Amount and       Percent
Nature of          of          Nature of         of         Nature of         of
Beneficial        Class        Beneficial       Class       Beneficial       Class
Name of Beneficial Owner      Ownership (1)      (1)(2)      Ownership (1)     (1)(3)     Ownership (1)     (1)(4)
----------------------------  ------------------  --------  ------------------  -------  ------------------  --------

Paul M. Bass, Jr..........           -0-            -0-          2,000             *       20,000  (7)          *
David A. Bowers...........           -0-            -0-            -0-            -0-         -0-              -0-
Keith R. Coogan...........           -0-            -0-            -0-            -0-         -0-              -0-
Edward J. Hardin..........           -0-            -0-            -0-            -0-       4,000               *
Ann Manix.................         2,000             *             -0-            -0-         -0-              -0-
Glenn R. Simmons..........         8,000  (5)(8)     *           7,500  (6)(8)     *       18,247  (7)(9)       *
Steven L. Watson..........        12,000  (5)(8)     *          17,750  (6)(8)     *      117,246  (7)(8)       *
Darryl R. Halbert.........           -0-            -0-            -0-            -0-         -0-              -0-
Scott C. James............           -0-            -0-            -0-            -0-         -0-              -0-
All      directors     and
executive  officers  of
CompX  as a  group  (10
persons) ..............        22,000(5)(8)       *          27,250  (6)(8)     *      159,493  (7)(8)(9)    *

--------------------
*    Less than 1%.

(1)  Except as  otherwise  noted,  the  listed  individuals  or group  have sole
investment  power and sole voting power as to all shares set forth opposite
their names.  The number of shares and  percentage  of  ownership  for each
individual  or group  assumes  the  exercise  by such  individual  or group
(exclusive  of others) of stock  options that such  individual or group may
exercise within 60 days subsequent to the Record Date.

(2)  The  percentages  are  based  on  48,547,134  shares  of  NL  Common  Stock
outstanding as of the Record Date.

(3)  The  percentages  are  based on  15,988,350  shares of TIMET  Common  Stock
outstanding as of the Record Date.

(4)  The  percentages  are based on  119,535,878  shares of Valhi  Common  Stock
outstanding  as of  the  Record  Date.  For  purposes  of  calculating  the
outstanding  shares of Valhi Common Stock as of the Record Date,  3,522,967
and  1,186,200  shares of Valhi Common Stock held by NL and a subsidiary of
NL,  respectively,  are treated as treasury  stock for voting  purposes and
excluded from the amount of Valhi Common Stock outstanding.

(5)  See footnote (4) to the "Ownership of CompX" table for certain  information
concerning  the  relationship  of CompX to NL.  Messrs.  Glenn  Simmons and
Watson  disclaim  beneficial  ownership  of all of the  shares of NL Common
Stock that Valhi or TFMC directly hold.

(6)  See footnote (4) to the "Ownership of CompX" table for certain  information
concerning the  relationship of CompX to TIMET.  Messrs.  Glenn Simmons and
Watson disclaim  beneficial  ownership of all of the shares of TIMET Common
Stock that Tremont, the CMRT and Valhi directly hold.

(7)  See footnote (4) to the "Ownership of CompX" table for certain  information
concerning the relationship of CompX to Valhi.  Messrs. Bass, Glenn Simmons
and  Watson  disclaim  beneficial  ownership  of all of the shares of Valhi
Common Stock that VGI, National,  Contran,  the Foundation,  the CDCT No. 2
and the CMRT directly hold.

-10-

(8)  The shares of NL Common  Stock,  TIMET  Common Stock and Valhi Common Stock
shown as beneficially  owned by such person include the following number of
shares  such  person has the right to acquire  upon the  exercise  of stock
options granted pursuant to NL, TIMET or Valhi stock option plans that such
person may exercise within 60 days subsequent to the Record Date:

Shares of NL             Shares of TIMET            Shares of Valhi
Common Stock Issuable     Common Stock Issuable      Common Stock Issuable
Upon the Exercise of      Upon the Exercise of       Upon the Exercise of
Stock Options On or       Stock Options On or        Stock Options On or
Name of Beneficial Owner      Before May 27, 2005       Before May 27, 2005        Before May 27, 2005
----------------------------  ---------------------     ---------------------      ---------------------

Glenn R. Simmons............         2,000                     5,000                         -0-
Steven L. Watson............         4,000                     7,500                     100,000

(9)  The shares of Valhi  Common Stock shown as  beneficially  owned by Glenn R.
Simmons include 800 shares his wife holds in her retirement  account,  with
respect to which shares he disclaims beneficial ownership.

-11-

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND OTHER INFORMATION

Compensation  of  Directors.  Directors  of CompX who are not  employees of
CompX or its  subsidiaries  are  entitled  to  receive  compensation  for  their
services as directors.  Directors who received  such  compensation  in 2004 were
Paul M. Bass,  Jr.,  Keith R.  Coogan,  Edward J.  Hardin,  Ann Manix,  Glenn R.
Simmons and Steven L. Watson.

In 2004, nonemployee directors received an annual retainer of $20,000, paid
in  quarterly  installments,  plus a fee of  $1,000  per day for  attendance  at
meetings  and at a daily rate  ($125 per hour) for other  services  rendered  on
behalf of the Board of Directors or its  committees.  For the first two quarters
of 2004,  nonemployee directors also received an annual retainer of $2,000, paid
in quarterly  installments,  for each  committee on which they served.  Starting
with the third  quarter of 2004,  the Board of Directors  increased the director
fees paid to  members  of the audit  committee.  The  increase  resulted  in the
chairman  of the  audit  committee  and any  member of the  committee  who CompX
identified as an "audit committee  financial  expert" for purposes of the annual
proxy  statement  receiving  an annual  retainer of $10,000,  paid in  quarterly
installments  (provided  that if one person served in both  capacities  only one
such retainer was paid),  and other members of the audit committee  receiving an
annual retainer of $5,000,  paid in quarterly  installments.  If any nonemployee
director  dies while serving on the Board of  Directors,  his or her  designated
beneficiary  or estate will be entitled to receive a death  benefit equal to the
annual retainer then in effect.  CompX reimburses its nonemployee  directors for
reasonable  expenses  incurred in attending  meetings and in the  performance of
other services rendered on behalf of the Board of Directors or its committees.

On the day of each annual stockholder meeting,  each nonemployee receives a
grant of shares of Class A Common Stock as determined  by the following  formula
based on the  closing  price  of a share of Class A Common  Stock on the date of
such meeting.

Range of Closing Price Per                    Shares of Common
Share on the Date of Grant                  Stock to Be Granted
--------------------------                  -------------------

Under $5.00                                2,000
$5.00 to $9.99                             1,500
$10.00 to $20.00                           1,000
Over $20.00                                  500

As a result of the $13.30 per share closing price of Class A Common Stock on May
19, 2004,  the date of the 2004 annual  stockholder  meeting,  each  nonemployee
director elected on that date received a grant of 1,000 shares of Class A Common
Stock.

Intercorporate   Services   Agreements.   Contran   and   certain   of  its
subsidiaries,   including  CompX,  have  entered  into  intercorporate  services
agreements  (collectively,  the "ISAs")  pursuant to which Contran,  among other
things,  provides  the  services of certain of the named  executive  officers to
certain of Contran's  subsidiaries,  including  CompX. For a discussion of these
ISAs,  see  "Certain  Relationships  and  Transactions--Intercorporate  Services
Agreement."

-12-

Summary of Cash and Certain Other Compensation of Executive  Officers.  The
summary  compensation  table below provides  information  concerning  annual and
long-term  compensation  paid or  accrued  by  CompX  and its  subsidiaries  for
services  rendered to CompX and its  subsidiaries  during 2004, 2003 and 2002 by
CompX's chief executive officer and each of CompX's two other executive officers
whose  total  salary and bonus,  or charge to CompX  pursuant  to an ISA between
CompX and Contran (the "Contran ISA") in 2004 exceeded $100,000.

SUMMARY COMPENSATION TABLE (1)
Annual Compensation (2)
Name and                               ----------------------------   All Other
Principal Position                   Year      Salary          Bonus      Compensation
-------------------------------------------------   ------  -------------  -------------  ------------

David A. Bowers..................................    2004   $ 326,305      $ 200,000      $ 27,013 (3)
Vice Chairman of the Board, President and Chief      2003     296,646        175,000        19,024 (3)
Executive Officer                                 2002     258,750         80,000        21,281 (3)

Scott C. James...................................    2004     206,659        150,000        27,013 (3)
Vice President                                       2003     178,075        100,000        19,024 (3)
2002     151,175         60,000        21,187 (3)

Darryl R. Halbert (4)............................    2004     312,700 (4)        -0- (4)       -0- (4)
Vice President, Chief Financial Officer and          2003     215,000 (4)        -0- (4)       -0- (4)
Controller                                        2002     136,930         60,000         5,335 (3)

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

(1)  For the  periods  presented  for each  named  executive  officer,  no stock
options  or shares of  restricted  stock  were  granted  nor  payouts  made
pursuant to  long-term  incentive  plans.  Therefore,  the columns for such
compensation have been omitted.

(2)  Messrs.  Bowers and James  received an annual  perquisite for club dues for
each of the years  presented.  Mr. Halbert received the same perquisite for
2002. In each case,  the amount of the  perquisite was less than the amount
required to be reported  pursuant to SEC rules.  Therefore,  the column for
"other annual compensation," as defined by SEC rules, has been omitted.

(3)  All other compensation for 2004, 2003 and 2002 for Messrs.  Bowers, Halbert
and James consisted of CompX's  matching  contributions to certain of their
accounts under the CompX 401(k) Plan and CompX's  contributions  to certain
of their  accounts  under the CompX  Capital  Accumulation  Pension Plan, a
defined contribution plan (the "CAP Plan"), as follows:

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

David A. Bowers........    2004    $    10,463      $    16,550      $    27,013
2003          8,426           10,598           19,024
2002          8,889           12,392           21,281

Scott C. James.........    2004         10,463           16,550           27,013
2003          8,426           10,598           19,024
2002          8,795           12,392           21,187

Darryl R. Halbert......    2004            -0- (a)          -0- (a)          -0- (a)
2003            -0- (a)          -0- (a)          -0- (a)
2002          2,644            2,691            5,335

----------------
(a)  See footnote (4) to this summary compensation table.

-13-

(4)  Effective  January 1, 2003,  Mr.  Halbert became an employee of Contran and
subsequently  provided  executive officer services to CompX pursuant to the
Contran  ISA. For 2004 and 2003,  the amounts  shown in the table as salary
compensation for Mr. Halbert  represents the portion of the fees CompX paid
to Contran  pursuant  to the Contran ISA  attributable  to the  services he
rendered to CompX.

No Grants of Stock Options or Stock Appreciation Rights.  Neither CompX nor
any of its parent or  subsidiary  corporations  granted  stock  options or stock
appreciation rights ("SARs") to the named executive officers during 2004.

Stock  Option   Exercises  and  Holdings.   The  following  table  provides
information with respect to each of the named executive officers  concerning the
aggregate amount the named executive  officer realized in 2004 upon the exercise
of stock  options for Class A Common  Stock and the value of  unexercised  stock
options for Class A Common  Stock such  officer  held as of December  31,  2004.
Neither CompX nor any of its parent or subsidiary  corporations  has granted any
SARs.

AGGREGATE STOCK OPTION EXERCISES IN 2004 AND
DECEMBER 31, 2004 OPTION VALUES

Number of Shares
Shares                     Underlying              Value of Unexercised
Acquired               Unexercised Options at       In-the-Money Options
on                   December 31, 2004 (#)      at December 31, 2004 (1)
Exercise    Value    ---------------------------  ---------------------------
Name                 (#)     Realized  Exercisable   Unexercisable  Exercisable   Unexercisable
------------------     --------  ---------  ------------ --------------  ------------ --------------

David A. Bowers         18,000   $ 62,160     60,000          17,000     $    -0-      $   42,360

Scott C. James          12,000     38,290     16,800           9,200          -0-          28,240

Darryl R. Halbert          -0-        -0-      6,000           4,000       21,180          14,120

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

(1)  Each aggregate amount is based on the difference between the exercise price
of the  individual  stock  options and the $16.53 per share  closing  sales
price of Class A Common Stock on December 31, 2004.

(2)  The amount  realized for each exercise is based on the  difference  between
the closing price per share of the  underlying  Class A Common Stock on the
date of exercise and the exercise price per share.

-14-

EQUITY COMPENSATION PLAN INFORMATION

The following  table provides  summary  information as of December 31, 2004
with respect to equity  compensation plans under which CompX's equity securities
may be issued to  employees or  nonemployees  (such as  directors,  consultants,
advisers,  vendors,  customers,  suppliers and lenders) in exchange for goods or
services.

Column (A)                   Column (B)                   Column (C)
--------------------------    -------------------------    -------------------------
Number of Securities
Remaining Available for
Future Issuance Under
Number of Securities to be    Weighted-Average Exercise    Equity Compensation Plans
Issued Upon Exercise of       Price of Outstanding         (Excluding Securities
Outstanding Options,               Options,                   Reflected in
Plan Category               Warrants and Rights         Warrants and Rights               Column (A))
---------------------------     --------------------------    -------------------------    -------------------------

Equity  compensation  plans
approved     by    security 
holders....................               561,840                      $17.73                       635,820

Equity  compensation  plans
not  approved  by  security
holders....................                   -0-                         -0-                           -0-

Total......................               561,840                      $17.73                       635,820

CORPORATE GOVERNANCE DOCUMENTS

Code of Business  Conduct and Ethics.  CompX has adopted a code of business
conduct  and  ethics  that  applies to all of CompX's  directors,  officers  and
employees,  including CompX's principal  executive officer,  principal financial
officer,  principal  accounting  officer  and  controller.  Only  the  Board  of
Directors may amend the code. Only CompX's audit committee or other committee of
the Board of Directors with specific  delegated  authority may grant a waiver of
the code. CompX will disclose amendments to, or waivers of, the code as required
by law and the applicable rules of the NYSE.

Corporate  Governance  Guidelines.  CompX has adopted corporate  governance
guidelines to assist the Board of Directors in exercising its  responsibilities.
Among other things,  the corporate  governance  guidelines  provide for director
qualifications, independence standards and responsibilities, approval procedures
for ISAs and that the audit  committee  chairman  preside at all meetings of the
independent directors.

Audit Committee Charter. CompX has adopted an audit committee charter under
which the audit  committee  operates.  Among other things,  the audit  committee
charter provides the purpose,  authority,  resources and responsibilities of the
committee.

A copy of each of these three  documents,  among  others,  is  available on
CompX's website at  www.compxnet.com  under the corporate section.  In addition,
any person may obtain a copy of these three documents without charge, by sending
a written  request to the  attention  of CompX's  corporate  secretary  at CompX
International, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240-2697.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires CompX's executive officers,  directors and persons who
own more than 10% of a registered  class of CompX's  equity  securities  to file
reports  of  ownership  with the SEC,  the NYSE and CompX.  Based  solely on the
review of the copies of such  forms and  representations  by  certain  reporting
persons, CompX believes that for 2004 its executive officers,  directors and 10%
stockholders  complied with all  applicable  filing  requirements  under section
16(a).

-15-

EXECUTIVE COMPENSATION REPORT

During  2004,  CompX's   independent   directors  and  the  MD&C  Committee
administered matters regarding the compensation of CompX's executive officers.

Contran ISA

During  2004,  CompX paid  certain  fees to Contran for  services  provided
pursuant to the Contran ISA,  including the services of the following  executive
officers of CompX:

Name                          Positions with CompX
------------------  -------------------------------------------------------

Glenn R. Simmons     Chairman of the Board
Darryl R. Halbert    Vice President, Chief Financial Officer and Controller

Contran  annually  determines  the  aggregate  fee to charge  CompX and its
subsidiaries  based  on (i) an  estimate  of the  amount  of time  each  Contran
employee that  performs  services for CompX and its  subsidiaries  will spend on
such services over the year and (ii)  Contran's  cost related to such  employee,
which  includes  the  employee's  base  salary,  incentive  compensation  and an
overhead  component that takes into account other  employment  costs,  including
medical  benefits,  unemployment and disability  insurance and pension costs and
other  costs of  providing  an office,  equipment  and  supplies  related to the
provision of such  services.  The portion of the annual  charge CompX pays under
the Contran ISA for the services of any particular  individual is capped at $1.0
million to enhance  CompX's ability to deduct such charge for federal income tax
purposes.  The amount of the fee CompX paid in 2004 under the  Contran ISA for a
person  who  provided  services  to CompX  or its  subsidiaries  represents,  in
management's  view,  the  reasonable   equivalent  of  "compensation"  for  such
services.  It is also  management's  view that the proposed  aggregate charge to
CompX under the Contran ISA is fair to CompX and its stockholders.  See "Certain
Relationships and Related  Transactions--Intercorporate  Services Agreement" for
the  aggregate  amount  CompX paid to Contran in 2004 under the Contran ISA. The
fee Contran charged CompX for the chief financial officer's services for 2004 is
reported in his 2004 salary  column in the  summary  compensation  table in this
proxy statement.  The amount charged under the Contran ISA is not dependent upon
CompX's financial performance.

Based upon the  independent  directors'  review of Contran's ISA allocation
process and documentation as to how Contran determines the necessary  personnel,
the  estimated  number of full  time  employees  that are  required  to  provide
services and the cost of such  services  under the Contran ISA and their related
discussions  with  management,   the  independent  directors  agreed  that  such
aggregate  2004 charge from  Contran to CompX under the Contran ISA was fair and
reasonable  to CompX and it  stockholders.  In making  such  determination,  the
independent  directors  relied  on  their  collective  business  experience  and
judgment.

Other Executive Officers

The MD&C Committee reviews and approves compensation policies and practices
related to David A.  Bowers,  David J.  Camozzi  and Scott C.  James,  executive
officers and  employees of CompX or one of its  subsidiaries.  See "Meetings and
Committees of the Board of Directors - Management  Development and  Compensation
Committee." CompX's executive officer  compensation system generally consists of
two primary components: salary and a discretionary incentive compensation award.
Through the use of the foregoing, the MD&C Committee seeks to achieve a balanced
compensation  package that will attract and retain high quality key  executives,
appropriately  reflect each such  executive  officer's  individual  performance,
contributions,  and general market value, and provide further incentives for the
executive  officers to  maximize  annual  operating  performance  and  long-term
stockholder  value. In 2004, the MD&C Committee made no separate  determinations
regarding cash compensation to be paid to the chairman of the board or the chief
financial officer since these persons were employees of Contran.

-16-

Annual Salaries

Annual base  salaries for  executive  officers  employed by CompX have been
established on a position-by-position basis. The chief executive officer has the
responsibility  to conduct annual internal  reviews of executive  officer salary
levels in order to rank  salary,  individual  performance  and job value to each
position.  The chief executive officer then makes  recommendations  on salaries,
other than his own,  to the MD&C  Committee.  The  chairman  of the board  makes
recommendations  on the chief executive  officer's salary to the MD&C Committee.
The MD&C Committee reviews the recommendations regarding changes in salaries for
executive  officers.  The  MD&C  Committee  may  take  such  action,   including
modifications   to  the   recommendations,   as  it   deems   appropriate.   The
determinations  of the MD&C  Committee  may be based on a  variety  of  factors,
including  a  subjective  evaluation  of past and  potential  future  individual
performance and contributions and alternative career opportunities that might be
available to the  executives.  The MD&C  Committee may also review  compensation
data from  companies  employing  executives in positions  similar to those whose
salaries were being  reviewed,  as well as market  conditions  for executives in
general  with  similar  skills,  responsibilities,  background  and  performance
levels,  both  inside and  outside of CompX's  businesses  (such  companies  may
include companies contained in the peer group indexes plotted on the Performance
Graph  following this report),  and other  companies with similar  financial and
business characteristics as CompX.

In December 2003, the MD&C  Committee  approved 2004 base salary  increases
for the chief executive officer and one other executive officer, Scott C. James.
The MD&C Committee based its actions regarding 2004 salaries  primarily upon the
chairman of the board's  recommendation  regarding the chief executive  officer,
the chief executive  officer's  recommendation  regarding Mr. James and the MD&C
Committee  members'  collective  business  experience and judgment.  In 2003, no
specific survey or study was utilized to make salary  determinations.  The chief
executive  officer's 2004 annual salary was not based on any specific measure of
CompX's financial performance.

Annual Incentive Compensation

In February  2004,  the MD&C  Committee  determined  that the amount of any
annual incentive  compensation to be paid to CompX's executive officers employed
by CompX would be awarded on a year-end  discretionary  evaluation  of each such
officer's  performance,  attitude and potential,  rather than achieved operating
income.  Accordingly,  the MD&C Committee awarded 2004 incentive compensation to
certain of CompX's  executive  officers based on a  discretionary  evaluation of
each such  officer's  performance,  attitude and  potential.  The MD&C Committee
based its actions  regarding  2004  incentive  compensation  primarily  upon the
chairman of the board's  recommendation  regarding the chief executive  officer,
the chief  executive  officer's  recommendations  regarding the other  executive
officers employed by CompX and the MD&C Committee members'  collective  business
experience and judgment.  No specific overall performance measures were utilized
and there is no specific  relationship  between overall performance measures and
an  executive's  incentive  compensation.  Additionally,  there  is no  specific
weighing of factors  considered in the  determination of incentive  compensation
paid to executive officers employed by CompX. The 2004 discretionary bonuses the
named executive  officers  employed by CompX received are disclosed in the bonus
column in the summary compensation table in this proxy statement.

Stock-Based Compensation

The MD&C  administers  matters  regarding the  stock-based  compensation of
CompX's executive officers. With regard to stock-based  compensation (e.g. stock
bonuses,  stock options,  restricted stock or stock appreciation  rights,  among
other types of stock-based compensation),  the MD&C Committee determines whether
to grant  stock-based  compensation  based  upon  the  chairman  of the  board's
recommendation  regarding  the chief  executive  officer,  the  chief  executive
officer's  recommendations  regarding the other executive  officers and the MD&C
Committee  members'  collective  business  experience  and  judgment.  In  2004,
however,  management did not recommend any stock-based compensation and the MD&C
Committee did not grant any such  compensation  to any executive  officers other
than  annual  stock  grants to  CompX's  nonemployee  directors,  including  the
chairman of the board, for their services as directors.  The MD&C Committee does
not currently anticipate granting stock-based  compensation to anyone other than
these annual grants of stock to CompX's nonemployee directors.

-17-

Defined Contribution Plans

The MD&C Committee also reviews and approves CompX's  discretionary  annual
contributions to the CAP Plan, a profit sharing defined  contribution  plan, and
the CompX 401(k) Plan.  Participants  of these plans are employees of certain of
CompX's domestic operations. Under the CAP Plan for the 2004 plan year, the MD&C
Committee  approved a  contribution  of 7.25% of 2004  earnings  before taxes of
CompX's National and Timberline  divisions and similar  contributions  for other
participants, subject to certain limitations under the Cap Plan and the Internal
Revenue Code of 1986, as amended (the  "Code").  Under the CompX 401(k) Plan for
the 2004 plan year, the MD&C Committee approved matching  contributions based on
each  participant's   business  unit  that  ranged  from  37%  to  100%  of  the
participant's  contribution,  subject  to  certain  limitations  under the CompX
401(k) Plan and the Code.  Certain of the named executive officers received such
contributions,  which are disclosed in the all other compensation  column in the
summary compensation table in this proxy statement.  For the 2004 plan year, the
MD&C committee approved  contributions to the CAP Plan and the CompX 401(k) Plan
in an  aggregate  amount of  approximately  $1.2  million,  subject  to  certain
limitations of the Code and the respective plans.

Deductibility of Compensation

Section  162(m) of the Code  generally  disallows a tax deduction to public
companies for  non-performance  based compensation over $1.0 million paid to the
company's  chief  executive  officer  and four  other  most  highly  compensated
executive   officers.   It  is  CompX's   general   policy  to   structure   the
performance-based  portion of the  compensation  of its executive  officers in a
manner that enhances CompX's ability to deduct fully such compensation.

The following individuals,  in the capacities indicated,  hereby submit the
foregoing report.

Paul M. Bass, Jr.                         Ann Manix
Chairman of the MD&C Committee            Member of the MD&C Committee

Keith R. Coogan
Independent Director

-18-

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Relationships   with  Related   Parties.   As  set  forth  under  "Security
Ownership," Harold C. Simmons,  through Contran, may be deemed to control CompX.
CompX and other  entities  that may be deemed to be  controlled by or affiliated
with Mr. Simmons  sometimes engage in (a)  intercorporate  transactions  such as
guarantees,   management   and   expense   sharing   arrangements,   shared  fee
arrangements,  tax sharing  agreements,  joint  ventures,  partnerships,  loans,
options,  advances of funds on open account and sales,  leases and  exchanges of
assets,  including  securities  issued by both related and unrelated parties and
(b)  common  investment  and  acquisition  strategies,   business  combinations,
reorganizations,  recapitalizations,  securities  repurchases  and purchases and
sales (and other  acquisitions and  dispositions) of subsidiaries,  divisions or
other  business  units,  which  transactions  have  involved  both  related  and
unrelated   parties  and  have  included   transactions  that  resulted  in  the
acquisition by one related party of an equity interest in another related party.
CompX periodically considers, reviews and evaluates and understands that Contran
and  related   entities   periodically   consider,   review  and  evaluate  such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant,  it is  possible  that  CompX  might be a party to one or more of such
transactions  in the  future.  In  connection  with these  activities  CompX may
consider  issuing   additional   equity   securities  or  incurring   additional
indebtedness.   CompX's  acquisition   activities  may  in  the  future  include
participation  in acquisition  or  restructuring  activities  conducted by other
companies that may be deemed to be controlled by Mr.  Simmons.  It is the policy
of CompX to engage in transactions with related parties on terms, in the opinion
of CompX,  no less  favorable  to CompX than could be  obtained  from  unrelated
parties.

Certain  directors  or  executive  officers  of Contran,  Keystone,  Kronos
Worldwide,  NL, TIMET or Valhi also serve as directors or executive  officers of
CompX.  Such  relationships  may lead to possible  conflicts of interest.  These
possible  conflicts  of  interest  may arise from the duties of loyalty  owed by
persons  acting  as  corporate  fiduciaries  to  two  or  more  companies  under
circumstances  in which such companies may have adverse  interests.  No specific
procedures  are in place that govern the treatment of  transactions  among CompX
and  its  related  entities,  although  such  entities  may  implement  specific
procedures  as  appropriate  for  particular  transactions.  In addition,  under
applicable  principles  of law, in the absence of  stockholder  ratification  or
approval by directors who may be deemed  disinterested,  transactions  involving
contracts  among  companies  under common  control must be fair to all companies
involved.  Furthermore,  directors owe  fiduciary  duties of good faith and fair
dealing to all stockholders of the companies for which they serve.

Intercorporate Services Agreement. Under the ISAs, employees of one company
will provide certain services,  including  executive  officer  services,  to the
other company on a fee basis.  The services  rendered under the ISAs may include
executive,  management,  financial,  internal  audit,  accounting,  tax,  legal,
insurance,  risk management,  treasury,  aviation,  human resources,  technical,
consulting,  administrative,  office,  occupancy and other  services as required
from time to time in the ordinary course of the recipient's  business.  The fees
paid  pursuant  to the ISAs are  generally  based upon an  estimate  of the time
devoted by  employees  of the  provider  of the  services  to the affairs of the
recipient and the employer's cost related to such employees,  which includes the
employees' cash  compensation and an overhead  component that takes into account
other employment costs of the employees.  Each of the ISAs in their current form
extends on a quarter-to-quarter  basis,  generally subject to the termination by
either party pursuant to a written  notice  delivered 30 days prior to the start
of the next quarter.  Because of the large number of companies  affiliated  with
Contran and CompX, CompX believes it benefits from cost savings and economies of
scale gained by not having  certain  management,  financial  and  administrative
staffs duplicated at each entity,  thus allowing certain  individuals to provide
services to  multiple  companies  but only be  compensated  by one entity.  With
respect to a publicly  held  company  that is a party to an ISA, the ISA and the
related  aggregate  annual  charge is reviewed and  approved by the  independent
directors of the company.

Effective January 1, 2004, CompX entered into the Contran ISA. The services
provided  under the  Contran  ISA  include  the  services  of certain of CompX's
executive  officers.  In 2004,  CompX paid  Contran fees of $2.3 million for its
services  under the Contran ISA. In 2005,  CompX  expects to pay Contran fees of
$2.6 million for its services  under the Contran ISA.  CompX also pays  director
fees and  expenses  directly  to  Messrs.  Glenn  Simmons  and  Watson for their
services as directors of CompX.

-19-

Insurance  Matters.  Contran  and  CompX  participate  in a  combined  risk
management  program.  Pursuant  to  the  program,  Contran  and  certain  of its
subsidiaries and affiliates, including CompX and certain of its subsidiaries and
affiliates,  purchase certain of their insurance  policies as a group,  with the
costs of the jointly owned policies being  apportioned  among the  participating
companies.  Tall Pines Insurance  Company,  including  Valmont Insurance Company
that merged into Tall Pines in December  2004 ("Tall  Pines"),  and EWI RE, Inc.
("EWI") provide for or broker these insurance policies.  Tall Pines is a captive
insurance company wholly owned by Valhi, and EWI is a reinsurance  brokerage and
risk  management  firm wholly  owned by NL. A  son-in-law  of Harold C.  Simmons
serves  as EWI's  chairman  of the  board and  chief  executive  officer  and is
compensated as an employee of EWI. Consistent with insurance industry practices,
Tall  Pines  and  EWI  receive   commissions   from  insurance  and  reinsurance
underwriters for the policies that they provide or broker.

With respect to certain of such jointly  owned  insurance  policies,  it is
possible that unusually  large losses  incurred by one or more insureds during a
given  policy  period  could  leave the other  participating  companies  without
adequate  coverage under that policy for the balance of the policy period.  As a
result, Contran and certain of its subsidiaries or affiliates,  including CompX,
have entered into a loss sharing  agreement  under which any  uninsured  loss is
shared by those  entities who have submitted  claims under the relevant  policy.
CompX believes the benefits in the form of reduced premiums and broader coverage
associated  with  the  group  coverage  for  such  policies  justify  the  risks
associated with the potential for any uninsured loss.

During 2004, Contran and its related parties paid premiums of approximately
$15.1  million  for  policies  Tall Pines  provided or EWI  brokered,  including
approximately  $1.0  million  CompX and its  subsidiaries  paid.  These  amounts
principally  included  payments for reinsurance  and insurance  premiums paid to
unrelated third parties,  but also included  commissions  paid to Tall Pines and
EWI. In CompX's opinion,  the amounts that CompX and its  subsidiaries  paid for
these  insurance  policies and the allocation  among CompX and its affiliates of
relative  insurance  premiums are  reasonable and at least as favorable to those
they could have obtained through unrelated insurance companies or brokers. CompX
expects that these relationships with Tall Pines and EWI will continue in 2005.

Tax Matters.  Prior to October 1, 2004,  CompX was a separate United States
federal income  taxpayer and was not a member of Contran's  consolidated  United
States  federal  income tax group (the "Contran Tax Group").  Effective with the
formation  of CGI on  October  1, 2004,  CompX and its  qualifying  subsidiaries
became  members of the  Contran Tax Group and CompX  entered  into a tax sharing
agreement  with NL and Contran (the  "Contran Tax  Agreement").  The Contran Tax
Agreement provides that CompX and its qualifying subsidiaries compute provisions
for U.S.  income taxes on a  separate-company  basis using tax elections made by
Contran.  Pursuant to the Contran Tax Agreement and using tax elections  made by
Contran, CompX makes payments or receives payments in amounts it would have paid
to or received from the U.S.  Internal  Revenue Service had it not been a member
of the Contran Tax Group but instead had been a separate  taxpayer.  Refunds are
generally limited to amounts previously paid under the Contran Tax Agreement.

CompX  is also a part of  consolidated  tax  returns  filed by  Contran  in
certain  United  States state  jurisdictions.  For such  consolidated  state tax
returns,  intercompany  allocations  of state tax  provisions  are computed on a
separate company basis using tax elections made by Contran.  As a result,  CompX
makes payments or receives  payments in the amounts that would have been paid to
or received from the respective state tax authority had CompX not been a part of
the consolidated state tax return.

Under certain circumstances, tax regulations could require Contran to treat
items  differently than CompX would have treated them on a stand alone basis. In
2004,  pursuant to the Contran Tax Agreement and consolidated state tax returns,
CompX paid $2.1 million to NL and $0.2  million to Valcor,  Inc., a wholly owned
subsidiary of Valhi.

Law Firm Relationship. Contran and its affiliates, including CompX, engaged
and paid in 2004 to Rogers & Hardin,  LLP, a law firm of which CompX's  director
Edward J. Hardin is a partner, in the aggregate  approximately  $500,000 in fees
and expenses for legal  services  Rogers & Hardin LLP rendered to such entities.
The aggregate amount paid includes  approximately $500 in fees and expenses that
CompX paid in 2004 to Rogers & Hardin, LLP for legal services rendered to CompX.
CompX presently  expects,  and understands that Contran and its other affiliates
presently  expect,  to continue their  relationship  with Rogers & Hardin LLP in
2005.

-20-

PERFORMANCE GRAPH

Set forth  below for the period  commencing  December  31,  1998 and ending
December 31, 2004 is a line graph  comparing the yearly change in the cumulative
total  stockholder  return on Class A Common Stock against the cumulative  total
return of the Russell 2000 Index,  a new  self-selected  peer group of companies
index and the old  self-selected  peer  group of  companies  index  used in last
year's proxy statement.  The new self-selected  peer group index is comprised of
The Eastern  Company,  Harley-Davidson,  Inc.,  HNI  Corporation  (formerly  Hon
Industries,  Inc.),  Knape  &  Vogt  Manufacturing  Company,  Leggett  &  Platt,
Incorporated  and  Steelcase  Inc.  The old  self-selected  peer group  index is
comprised  of Bush  Industries,  Inc.,  Herman  Miller,  Inc.,  HNI  Corporation
(formerly Hon Industries,  Inc.),  Interface,  Inc., Knape & Vogt  Manufacturing
Company,  Leggett & Platt,  Incorporated  and Steelcase  Inc.  CompX  management
believes that the new peer group index reflects a better mix of competitors  and
customers  of CompX than the old peer group  index.  The old peer group index is
provided below for comparison purposes.

The graph shows the value at December 31 of each year  assuming an original
investment of $100 and the reinvestment of cash dividends to stockholders.

Comparison of Cumulative Return among CompX International Inc. Class A
Common Stock, the Russell 2000 Index, a New Self-Selected Peer Group Index and
the Old Self-Selected Peer Group Index

[PERFORMANCE GRAPH GOES HERE]

December 31,
----------------------------------------------
1999    2000    2001    2002    2003    2004
------  ------  ------  ------  ------  ------

CompX International Inc.................   $100    $ 50    $ 76    $ 51    $ 40    $105

Russell 2000 Index......................    100      97      99      79     116     138

New Self-Selected Peer Group Index......    100     114     150     134     144     181

Old Self-Selected Peer Group Index......    100     106     113     105     126     151

-21-

AUDIT COMMITTEE REPORT

The  audit  committee  of the  Board of  Directors  is  comprised  of three
directors  and  operates  under  a  written  charter  adopted  by the  Board  of
Directors.  All members of the audit committee meet the  independence  standards
established  by the Board of Directors and the NYSE and  promulgated  by the SEC
under the  Sarbanes-Oxley  Act of 2002. The audit committee charter is available
on CompX's website at www.compxnet.com under the corporate section.

CompX's  management  is  responsible  for,  among other  things,  preparing
CompX's   consolidated   financial  statements  in  accordance  with  accounting
principles generally accepted in the United States of America ("GAAP").  CompX's
independent auditor is responsible for auditing CompX's  consolidated  financial
statements in accordance  with the  standards of the Public  Company  Accounting
Oversight  Board (United States) and for expressing an opinion on the conformity
of CompX's financial statements with GAAP. The audit committee assists the Board
of  Directors  in  fulfilling  its   responsibility   to  oversee   management's
implementation of CompX's financial  reporting  process.  In its oversight role,
the audit committee reviewed and discussed the audited financial statements with
management  and with  PricewaterhouseCoopers  LLP ("PwC"),  CompX's  independent
auditor for 2004.

The  audit   committee  met  with  PwC  and  discussed  any  issues  deemed
significant by the  independent  auditor,  including the required  matters to be
discussed by Statement of Auditing  Standards No. 61,  Communication  with Audit
Committee,  as  amended.  PwC  has  provided  to  the  audit  committee  written
disclosures  and the letter  required  by  Independence  Standards  Board No. 1,
Independence  Discussions  with  Audit  Committees,   and  the  audit  committee
discussed with PwC that firm's independence.  The audit committee also concluded
that PwC's  provision  of  non-audit  services  to CompX and its  affiliates  is
compatible with PwC's independence.

Based upon the foregoing considerations, the audit committee recommended to
the Board of Directors that CompX's audited financial  statements be included in
its Annual Report on Form 10-K for 2004.

Members  of the  audit  committee  of the Board of  Directors  respectfully
submit the foregoing report.

Keith R. Coogan                           Ann Manix
Chairman of the Audit Committee           Member of the Audit Committee

Paul M. Bass, Jr.
Member of the Audit Committee

-22-

INDEPENDENT AUDITOR MATTERS

Independent Auditor. PwC served as CompX's independent auditor for the year
ended  December 31, 2004.  CompX's  audit  committee has appointed PwC to review
CompX's quarterly unaudited  consolidated financial statements to be included in
its Quarterly  Reports on Form 10-Q for the first three quarters of 2005.  CompX
expects  PwC  will  be  considered  for  appointment  to  audit  CompX's  annual
consolidated  financial  statements  for the  year  ending  December  31,  2005.
Representatives of PwC are not expected to attend the Meeting.

Fees Paid to PwC.  The  following  table shows the  aggregate  fees PwC has
billed  or is  expected  to bill to  CompX  and its  subsidiaries  for  services
rendered for 2003 and 2004.

Type of Fees                      2003         2004
-------------------------------------    -----------  -----------

Audit Fees (1).......................    $   447,251  $   898,179
Audit-Related Fees (2)...............         62,644       62,860
Tax Fees (3).........................         44,900       22,881
All Other Fees (4)...................         25,810       11,334
-----------  -----------
Total................................    $   580,605  $   995,254
===========  ===========

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

(1)  Fees for the following services:

(a)  audits of consolidated year-end financial statements for each year and
audit of internal control over financial reporting for 2004;
(b)  reviews of the unaudited quarterly financial  statements  appearing in
CompX's Forms 10-Q for each of the first three quarters of each year;
(c)  normally provided  statutory or regulatory  filings or engagements for
each year; and
(d)  the  estimated  out-of-pocket  costs PwC incurred in providing  all of
such services for which CompX reimburses PwC.

(2)  Fees for employee benefit plan audits.

(3)  Permitted fees for tax compliance, tax advice and tax planning services.

(4)  Fees for all services not described in the other categories.  For 2003, the
disclosed fees include fees for an annual software  license and maintenance
and an agreed upon procedures report for the Dutch government related to an
employee  severance  plan.  For 2004,  the disclosed  fees include fees for
consultations   relative  to  the  disposition  of  CompX's  Thomas  Regout
operations in Europe and research and development claims.

Preapproval  Policies  and  Procedures.  On February  23,  2005,  the audit
committee adopted an amended and restated preapproval policy, a copy of which is
attached as Appendix A to this proxy  statement,  with  respect to  preapproving
engagements  of PwC to perform audit or nonaudit  services on behalf of CompX or
any of  its  subsidiaries.  As of  May  6,  2003,  the  audit  committee  became
responsible  for  preapproving  every  engagement  of PwC to  perform  audit  or
nonaudit  services on behalf of CompX or any of its  subsidiaries.  Since May 6,
2003,  10% of the all other fees paid to PwC in 2003 were for services for which
the de minimus exception, as defined in Section 202 of the Sarbanes-Oxley Act of
2002, applied.  For 2004, the audit committee  preapproved the engagement of PwC
for all services rendered to CompX or its subsidiaries for such year.

OTHER MATTERS

The Board of Directors  knows of no other  business  that will be presented
for consideration at the Meeting.  If any other matters properly come before the
Meeting,  the persons  designated as agents in the enclosed proxy card or voting
instruction  form will vote on such matters in accordance with their  reasonable
judgment.

-23-

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2006 ANNUAL MEETING

Stockholders  may submit  proposals on matters  appropriate for stockholder
action at CompX's annual stockholder meetings,  consistent with rules adopted by
the SEC.  CompX must receive such  proposals not later than December 13, 2005 to
be  considered  for  inclusion  in the proxy  statement  and form of proxy  card
relating to the Annual Meeting of Stockholders  in 2006.  CompX's bylaws require
that the proposal must set forth a brief  description of the proposal,  the name
and address of the proposing  stockholder as they appear on CompX's  books,  the
number of shares of Common Stock the stockholder holds and any material interest
the stockholder has in the proposal.

The Board of Directors will consider the director  nominee  recommendations
of CompX  stockholders.  CompX's  bylaws require that a nomination set forth the
name and  address  of the  nominating  stockholder,  a  representation  that the
stockholder  will be a  stockholder  of record  entitled  to vote at the  annual
stockholder  meeting  and intends to appear in person or by proxy at the meeting
to nominate the nominee,  a description of all  arrangements  or  understandings
between the stockholder and the nominee (or other persons  pursuant to which the
nomination is to be made), such other information regarding the nominee as would
be  required to be included  in a proxy  statement  filed  pursuant to the proxy
rules of the SEC and the consent of the nominee to serve as a CompX  director if
elected.

The Board of Directors has no specific minimum  qualifications for director
candidates.  The Board of Directors will consider a potential director nominee's
ability to satisfy the need, if any, for any required  expertise on the Board of
Directors  or  one  of  its  committees.   Historically,  CompX  management  has
recommended director nominees to the Board of Directors.  Because under the NYSE
listing standards CompX may be deemed to be a controlled  company,  the Board of
Directors believes that any additional policies or procedures with regard to the
consideration  of director  candidates  recommended by its  stockholders are not
appropriate.

For  proposals  or  director  nominations  to be brought at the 2006 Annual
Meeting  of  Stockholders  but not  included  in the  proxy  statement  for such
meeting,  CompX's  bylaws  require  that  the  proposal  or  nomination  must be
delivered or mailed to the  principal  executive  offices of CompX no later than
February  27,  2006.  Proposals  and  nominations  should  be  addressed  to the
attention of:  Corporate  Secretary,  CompX  International  Inc.,  Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders  who wish to communicate with the Board of Directors may do so
through the  following  procedures.  Stockholder  communications  not  involving
complaints or concerns regarding  accounting,  internal  accounting controls and
auditing matters related to CompX  ("Accounting  Complaints or Concerns") may be
sent to the  attention of CompX's  corporate  secretary  at CompX  International
Inc.,  Three  Lincoln  Centre,  5430 LBJ  Freeway,  Suite  1700,  Dallas,  Texas
75240-2697.  Stockholder  communications  that relate to matters that are within
the scope of the  responsibilities of the Board of Directors and its committees,
or  summaries of such  communications,  will be forwarded to the chairman of the
audit committee.

Accounting Complaints or Concerns, which may be made anonymously, should be
sent to the  attention of CompX's  general  counsel with a copy to CompX's chief
financial  officer at the same address as the  corporate  secretary.  Accounting
Complaints or Concerns will be forwarded to the chairman of the audit committee.
CompX will keep Accounting Complaints or Concerns confidential and anonymous, to
the extent  feasible,  subject to applicable  law.  Information  contained in an
Accounting Complaint or Concern may be summarized, abstracted and aggregated for
purposes of analysis and investigation.

2004 ANNUAL REPORT ON FORM 10-K

A copy of  CompX's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  2004,  as filed with the SEC,  is  included as part of the annual
report mailed to CompX's  stockholders  with this proxy  statement.  This Annual
Report on Form 10-K may also be accessed on CompX's website at www.compxnet.com.

-24-

ADDITIONAL COPIES

Pursuant to an SEC rule concerning the delivery of annual reports and proxy
statements,  a single set of these  documents  may be sent to any  household  at
which two or more  stockholders  reside if they appear to be members of the same
family.  Each  stockholder  continues  to receive a separate  proxy  card.  This
procedure,  referred  to  as  householding,  reduces  the  volume  of  duplicate
information  stockholders  receive and reduces mailing and printing expenses.  A
number of  brokerage  firms have  instituted  householding.  Certain  beneficial
stockholders who share a single address may have received a notice that only one
annual  report  and  proxy  statement  would  be sent to that  address  unless a
stockholder  at that  address  gave  contrary  instructions.  If, at any time, a
stockholder who holds shares through a broker no longer wishes to participate in
householding  and would prefer to receive a separate proxy statement and related
materials,  or if such  stockholder  currently  receives  multiple copies of the
proxy  statement  and related  materials at his or her address and would like to
request householding of CompX communications,  the stockholder should notify his
or her broker.  Additionally,  CompX will  promptly  deliver a separate  copy of
CompX's  2004 annual  report or this proxy  statement  to any  stockholder  at a
shared address to which a single copy of such documents was delivered,  upon the
written or oral request of the stockholder.

To obtain  copies of CompX's  2004  annual  report or this proxy  statement
without charge, please mail your request to the attention of A. Andrew R. Louis,
Corporate Secretary, at CompX International Inc., Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697, or call him at 972.233.1700.

COMPX INTERNATIONAL INC.

Dallas, Texas
April 13, 2005

-25-

Appendix A

COMPX INTERNATIONAL INC.

AUDIT COMMITTEE PREAPPROVAL POLICY

AMENDED AND RESTATED AS OF FEBRUARY 23, 2005

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

Section 1. -- Statement of Principles

The Audit  Committee  is  required,  subject to any  de-minimus  exceptions
permitted by applicable law or regulation, to preapprove the audit and non-audit
services  performed  by the  independent  auditor  in order to  assure  that the
provision of such services do not impair the auditors' independence.

This Policy applies to services provided by the accounting firm that serves
CompX  International  Inc. and its  subsidiaries  (the "Company") as its primary
independent auditor, and any international affiliates thereof.

Unless a type of  service  to be  provided  by the  independent  auditor is
subject to  preapproval  under  Sections 3 or 4 of this Policy,  it will require
specific  preapproval by the Audit Committee under Section 2 of this Policy.  In
addition,  any proposed  services subject to preapproval under Section 3 of this
Policy  that  exceeds the  applicable  preapproved  fee level will also  require
preapproval under either Section 2 or Section 4 of this Policy.  Notwithstanding
the foregoing,  the preapproval  requirements  under this Policy are waived with
respect to the provision of permitted  non-Audit  Services to the extent allowed
by applicable law or regulation.

Section 2. -- Specific Preapproval

Subject to Sections 4 and 5 of this Policy,  the  following  describes  the
Audit and Audit-related  services to be provided by the independent auditor that
must have the specific preapproval of the Audit Committee before the independent
auditor can be engaged:

o    Annual audits of the consolidated financial statements of the Company,
attestation  services associated with the Company's system of internal
control over financial  reporting and other services  associated  with
the Company's Annual Report on Form 10-K;
o    Quarterly review  procedures  associated with the Company's  unaudited
interim   consolidated   financial   statements   and  other  services
associated with the Company's Quarterly Reports on Form 10-Q;
o    Services associated with registration  statements filed by the Company
with  the  Securities  and  Exchange  Commission  ("SEC"),   including
responding to SEC comment letters and providing comfort letters;
o    Statutory audits or annual audits of the annual  financial  statements
of subsidiaries of the Company;
o    Quarterly  review  procedures of the interim  financial  statements of
subsidiaries of the Company;
o    Services associated with potential business  acquisitions/dispositions
involving the Company;
o    Any other services provided to the Company not specifically  described
above or in Section 3 of this Policy; and
o    Any material changes in terms,  conditions or fees with respect to the
foregoing resulting from changes in audit scope,  Company structure or
other applicable matters.

Section 3. -- Other Categories of Preapproval

Audit-related   services  are  assurance  and  related  services  that  are
reasonably  related to the  performance  of the audit or review of the Company's
financial  statements and that are  traditionally  performed by the  independent
auditor.  The Audit Committee believes that the provision of all of the services
described  below  does  not  impair  the  independence  of  the  auditor  and is
consistent with the SEC's rules on auditor independence.

A-1

Subject to Section 5 of this Policy,  the following  Audit,  Audit-related,
Tax and All Other services to be provided by the  independent  auditor will have
the  preapproval  of the Audit  Committee,  subject to the  limitation  that the
aggregate  fees for such  services  provided by the  independent  auditor in any
calendar year may not exceed the limits established by the Audit Committee.  The
Audit Committee will periodically  revise the list of pre-approved  services and
the fee limitation based on subsequent determinations as it deems appropriate.

o    Audit Services:

o    Consultations with the Company's  management as to the accounting
and/or disclosure  treatment of transactions or events and/or the
actual or potential impact of final or proposed rules,  standards
or interpretations of the SEC, the Financial Accounting Standards
Board,  the Public Company  Accounting  Oversight  Board or other
applicable    domestic    or    international    regulatory    or
standard-setting bodies; and
o    Assistance with responding to SEC comment letters received by the
Company other than in connection  with a  registration  statement
filed with the SEC.

o    Audit-related Services:

o    Consultations with the Company's  management as to the accounting
and/or disclosure  treatment of transactions or events and/or the
actual or potential impact of final or proposed rules,  standards
or interpretations of the SEC, the Financial Accounting Standards
Board,  the Public Company  Accounting  Oversight  Board or other
applicable    domestic    or    international    regulatory    or
standard-setting    bodies   (note,   under   SEC   rules,   some
consultations may be "audit" rather than "audit-related").
o    Financial  statement  audits  of  employee  benefit  plans of the
Company;
o    Agreed-upon or expanded audit procedures related to the Company's
accounting   records  required  to  respond  to  or  comply  with
financial, accounting, legal, regulatory or contractual reporting
requirements; and
o    Internal  control  reviews and assistance  with internal  control
reporting requirements of the Company (to the extent permitted by
applicable rule or regulation).

o    Tax Services:

o    Consultations  with  the  Company's  management  as  to  the  tax
treatment  of   transactions  or  events  and/or  the  actual  or
potential  tax  impact  of  final or  proposed  laws,  rules  and
regulations in U.S.  federal,  state and local and  international
jurisdictions;
o    Consultations with the Company's management related to compliance
with existing or proposed tax laws, rules and regulations in U.S.
federal, state and local and international jurisdictions;
o    Assistance in the preparation of and review of the Company's U.S.
federal, state and local and international income,  franchise and
other tax returns;
o    Assistance with tax inquiries,  audits and appeals of the Company
before the U.S. Internal Revenue Service and similar state, local
and international agencies;
o    Consultations  with the Company's  management  regarding domestic
and international  statutory,  regulatory or  administrative  tax
developments;
o    Transfer pricing and cost segregation studies of the Company; and
o    Expatriate  tax assistance and compliance for the Company and its
employees.

o    Other Services:

o    Assistance   with   corporate   governance   matters   (including
preparation of board minutes and resolutions) and assistance with
the  preparation  and filing of  documents  (such as paperwork to
register new  companies  or to  de-register  existing  companies)
involving the Company with non-U.S.  governmental  and regulatory
agencies,  provided,  however, that the non-U.S.  jurisdiction in
which  such  services  are  provided  does not  require  that the
individual  providing  such  service  be  licensed,  admitted  or
otherwise qualified to practice law.

Any services provided by the independent  auditor under this Section of the
Policy  shall be  reported  to the full  Audit  Committee  by an  officer of the
Company  at the first  meeting of the Audit  Committee  held  subsequent  to the
engagement  of the  independent  auditor to provide such  services.  Such report
shall include detailed back-up documentation provided by the independent auditor
regarding the services provided.

A-2

Section 4. -- Delegation

Subject to Section 5 of this  Policy,  the Audit  Committee  has  delegated
preapproval  authority to the Audit Committee  Chairman or his/her  designee for
(i) any  proposed  services  described in Section 3 of this Policy to the extent
that the aggregate fees for such services  provided by the  independent  auditor
during the then-current calendar year has exceeded the limits established by the
Audit  Committee or (ii) any other  proposed  services that are not described in
Section 3 of this Policy that the Audit Committee  Chairman or his/her  designee
determines  to be  appropriate  or necessary.  The Chairman or his/her  designee
shall report any  pre-approval  decisions  under this Section 4 of the Policy to
the full  Audit  Committee  at the first  meeting  of the Audit  Committee  held
subsequent to such pre-approval  decision. The Audit Committee does not delegate
its  responsibilities  to  pre-approve  services  performed  by the  independent
auditor to management.

Section 5. -- Prohibited Non-Audit Services

The  following  is a list of non-audit  services for which the  independent
auditor is prohibited from providing to the Company under the terms of the SEC's
rules on auditor independence, or otherwise:

o    Bookkeeping  or other services  related to the  accounting  records or
financial statements of the Company;
o    Financial information systems design and implementation;
o    Appraisal    or    valuation    services,    fairness    opinions   or
contribution-in-kind reports;
o    Actuarial services;
o    Internal audit outsourcing services;
o    Management functions;
o    Human resources;
o    Broker, dealer, investment adviser or investment banking services;
o    Any  service  for which no fee  would be  charged  unless a  specified
finding  or result is  obtained,  or in which the amount of the fee is
otherwise  dependent upon the finding or result of such service (other
than any such fee which is fixed by a court of competent  authority or
other public authorities and not dependent on a finding or result);
o    Any tax service involving (i) a listed  transaction within the meaning
of 26 C.F.R. ss.  1.6011.1-4(b)(2) or (ii) a confidential  transaction
within the meaning of 26 C.F.R. ss. 1.6011.1-4(b)(3), or that would be
a  confidential  transaction  within  the  meaning  of 26  C.F.R.  ss.
1.6011.1-4(b)(3)  if the fee for the transaction were equal to or more
than the minimum fee described in 26 C.F.R. ss. 1.6011.1-4(b)(3);
o    Legal  services  to the  extent  that the  jurisdiction  in which such
services are provided  requires  that the  individual  providing  such
service be licensed,  admitted or otherwise qualified to practice law;
and
o    Expert services unrelated to the audit.

Section 6. -- Procedures

Applications  to provide  services  that require  preapproval  by the Audit
Committee  under Section 2 of this Policy,  or that require  preapproval  of the
Chairman of the Audit  Committee  or his/her  designee  under  Section 4 of this
Policy, must be made by an auditor in writing. Such an application,  which shall
include  detailed  back-up  documentation  provided by the  independent  auditor
regarding the services  provided,  shall be submitted to the Audit  Committee or
the Chairman of the Audit Committee, as applicable, for final resolution.

A-3

Section 7. -- Engagement Letters

Engagement  of the  independent  auditor  under this  Policy to provide the
following  services must be evidenced  pursuant to a written  engagement  letter
with the independent auditor that must at least be signed by the Chairman of the
Audit Committee or his/her designee:

o    Annual audits of the consolidated financial statements of the Company,
attestation  services associated with the Company's system of internal
control over financial  reporting and other services  associated  with
the Company's Annual Report on Form 10-K;
o    Quarterly review  procedures  associated with the Company's  unaudited
interim   consolidated   financial   statements   and  other  services
associated with the Company's Quarterly Reports on Form 10-Q; and
o    Any  engagement  for which  applicable  professional  standards of the
independent auditor require an engagement letter.

Any other  engagement of the  independent  auditor under this Policy may be
evidenced pursuant to a written engagement letter with the independent  auditor,
as may be required by the Audit  Committee,  the Chairman of the Audit Committee
or his/her designee,  the independent auditor or an officer of the Company.  Any
such engagement letter may, but is not required to, be signed by the Chairman of
the Audit Committee or his/her designee.

A-4

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

--------------------------------------------------------------------------------
Proxy - CompX International Inc.
--------------------------------------------------------------------------------

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMPX  INTERNATIONAL INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2005

The undersigned hereby appoints David A. Bowers, Darryl R. Halbert and A. Andrew
R. Louis, and each of them, proxy and attorney-in-fact for the undersigned, with
full power of  substitution,  to vote on behalf of the  undersigned  at the 2005
Annual Meeting of Stockholders  (the "Meeting") of CompX  International  Inc., a
Delaware corporation ("CompX"), to be held at CompX's corporate offices at Three
Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas, Texas on Tuesday, May 10,
2005, at 10:00 a.m. (local time),  and at any adjournment or postponement of the
Meeting,  all of the shares of class A and class B common stock, par value $0.01
per  share,  of  CompX  standing  in the  name of the  undersigned  or that  the
undersigned  may be  entitled  to vote on the  proposals  set forth,  and in the
manner directed, on this proxy card.

THIS PROXY MAY BE REVOKED AS SET FORTH IN THE COMPX PROXY STATEMENT THAT
ACCOMPANIED THIS PROXY CARD.

The proxies, if this card is properly executed, will vote in the manner directed
on this card. If no direction is made,  the proxies will vote "FOR" all nominees
named on the reverse  side of this card for  election as  directors  and, to the
extent  allowed by  applicable  law, in the  discretion of the proxies as to all
other matters that may properly come before the Meeting and any  adjournment  or
postponement thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE.

CompX International Inc.

[Name]
[Address]

[  ]  Mark this box with an X if you have made changes to your name or address
details above.

--------------------------------------------------------------------------------
Annual Meeting Proxy Card
--------------------------------------------------------------------------------
A.    Election of Directors

1.    The board of directors recommends a vote FOR the listed nominees.

For                     Withhold
01  Paul M. Bass, Jr.                  [  ]                       [  ]
02  David A. Bowers                    [  ]                       [  ]
03  Keith R. Coogan                    [  ]                       [  ]
04  Edward J. Hardin                   [  ]                       [  ]
05  Ann Manix                          [  ]                       [  ]
06  Glenn R. Simmons                   [  ]                       [  ]
07  Steven L. Watson                   [  ]                       [  ]

B.    Other Matters

The board of directors recommends a vote FOR the following proposal.

2.    In their  discretion,  the proxies are  authorized to vote upon such other
business as may properly  come before the Meeting and any  adjournment  or
postponement thereof.

[ ] FOR                  [ ] AGAINST                  [ ] ABSTAIN

C.    Authorized  Signatures - Sign Here - This  section  must be completed  for
your instructions to be executed.

NOTE: Please sign  exactly as the name that  appears on this card.  Joint owners
should  each sign.  When  signing  other than in an  individual  capacity,
please fully  describe such capacity.  Each  signatory  hereby revokes all
proxies  heretofore  given to vote at said Meeting and any  adjournment or
postponement thereof.

Signature 1 -              Signature 2 -             Date (mm/dd/yyyy)
Please keep signature      Please keep signature
within box                 within box

[                    ]     [                    ]    [ ][ ]/[ ][ ]/[ ][ ][ ][ ]
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