UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Filed by Registrant:                                          [ X ]
Filed by a Party other than the Registrant:                   [   ]

Check the appropriate box:

[   ]    Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[ X ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Section 240.14a-12

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

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

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COMPX INTERNATIONAL INC.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

April 11, 2006

To our Stockholders:

You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of CompX  International  Inc.,  which will be held on Tuesday,  May 16, 2006, at
10:00 a.m., local time, at our 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 16, 2006

To the Stockholders of CompX International Inc.:

The 2006 Annual Meeting of Stockholders of CompX International Inc. will be
held on Tuesday,  May 16,  2006,  at 10:00 a.m.,  local time,  at our  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 2007 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, 2006 has been set as the record date for
the  meeting.  Only holders of our class A and class B common stock at the close
of business  on the record  date are  entitled to notice of, and to vote at, the
meeting. A complete list of stockholders entitled to vote at the meeting will be
available  for   examination   during  normal  business  hours  by  any  of  our
stockholders,  for  purposes  related to the  meeting,  for a period of ten days
prior to the meeting at our corporate offices.

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 card.

By Order of the Board of Directors,

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

Dallas, Texas
April 11, 2006

TABLE OF CONTENTS

Page
----

TABLE OF CONTENTS.....................................................................i
GLOSSARY OF TERMS....................................................................ii
GENERAL INFORMATION...................................................................1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING........................................1
CONTROLLED COMPANY....................................................................3
ELECTION OF DIRECTORS.................................................................4
Nominees for Director........................................................4
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS.....................................6
Audit Committee..............................................................6
Management Development and Compensation Committee............................6
EXECUTIVE OFFICERS....................................................................8
SECURITY OWNERSHIP....................................................................9
Ownership of CompX...........................................................9
Ownership of Related Companies..............................................13
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHER INFORMATION...............15
Compensation of Directors...................................................15
Intercorporate Services Agreements..........................................15
Summary of Cash and Certain Other Compensation of Executive Officers........16
No Grants of Stock Options or Stock Appreciation Rights.....................17
Stock Option Exercises and Holdings.........................................17
EQUITY COMPENSATION PLAN INFORMATION.................................................18
CORPORATE GOVERNANCE DOCUMENTS.......................................................18
Code of Business Conduct and Ethics.........................................18
Corporate Governance Guidelines.............................................18
Audit Committee Charter.....................................................18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..............................18
EXECUTIVE COMPENSATION REPORT........................................................19
CERTAIN RELATIONSHIPS AND TRANSACTIONS...............................................22
Relationships with Related Parties..........................................22
Intercorporate Services Agreements..........................................22
Loans between Related Parties...............................................23
Insurance Matters...........................................................23
Tax Matters.................................................................23
Simmons Family Matters......................................................24
Law Firm Relationship.......................................................24
PERFORMANCE GRAPH....................................................................25
AUDIT COMMITTEE REPORT...............................................................26
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS................................27
Independent Registered Public Accounting Firm...............................27
Fees Paid to PricewaterhouseCoopers LLP.....................................27
Preapproval Policies and Procedures.........................................27
OTHER MATTERS........................................................................28
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2007 ANNUAL MEETING...........28
COMMUNICATIONS WITH THE BOARD OF DIRECTORS...........................................29
2005 ANNUAL REPORT ON FORM 10-K......................................................29
ADDITIONAL COPIES....................................................................29
APPENDIX A -- AMENDED AND RESTATED AUDIT COMMITTEE CHARTER...........................A-1

GLOSSARY OF TERMS

"401(k)  Plan"  means  the  CompX   Contributory   Retirement  Plan,  a  defined
contribution plan.

"CDCT No. 2" means the Contran Deferred Compensation Trust No. 2, an irrevocable
"rabbi trust"  established by Contran to assist it in meeting  certain  deferred
compensation obligations that it owes to Harold C. Simmons.

"CGI" means CompX Group, Inc., one of our parent corporations.

"CMRT" means The Combined Master Retirement Trust, a trust Contran sponsors that
permits the  collective  investment  by master  trusts that  maintain  assets of
certain employee benefit plans Contran and related entities adopt.

"Computershare" means Computershare Investor Services L.L.C., our stock transfer
agent.

"CompX," "us," "we" or "our" mean CompX International Inc.

"Contran" means Contran Corporation,  the parent corporation of our consolidated
tax group.

"Dixie Holding" means Dixie Holding Company, one of our parent corporations.

"Dixie Rice" means Dixie Rice Agricultural Corporation,  Inc., one of our parent
corporations.

"Foundation"  means  the  Harold  C.  Simmons  Foundation,  Inc.,  a  tax-exempt
foundation organized for charitable purposes.

"independent directors" means the following directors:  Paul M. Bass, Jr., Keith
R. Coogan and Ann Manix.

"ISA"  means an  intercorporate  services  agreement  between  or among  Contran
related  companies  pursuant to which employees of one or more related companies
provide certain  services,  including  executive  officer  services,  to another
related company on a fee basis.

"Keystone"  means  Keystone  Consolidated  Industries,  Inc.,  one of our sister
corporations that manufactures  steel fabricated wire products,  industrial wire
and carbon steel rod.

"Kronos Worldwide" means Kronos Worldwide, Inc., one of our publicly held sister
corporations that is an international manufacturer of titanium dioxide pigments.

"named  executive  officer"  means our executive  officers  named in the summary
compensation table in this proxy statement.

"National" means National City Lines, Inc., one of our parent corporations.

"NL" means NL  Industries,  Inc.,  one of our publicly held parent  corporations
that is a  diversified  holding  company with  principal  investments  in Kronos
Worldwide and us.

"NOA" means NOA, Inc., one of our parent corporations.

"nonemployee directors" means the following directors:  Paul M. Bass, Jr., Keith
R. Coogan, Edward J. Hardin, Ann Manix, Glenn R. Simmons and Steven L. Watson.

"non-management  directors" means the following directors who are not one of our
executive  officers:  Paul M. Bass, Jr., Keith R. Coogan,  Edward J. Hardin, Ann
Manix and Steven L. Watson.

"NYSE" means the New York Stock Exchange, Inc.

"PwC"  means  PricewaterhouseCoopers  LLP,  our  independent  registered  public
accounting firm.

"record date" means the close of business on March 28, 2006,  the date our board
of directors set for the determination of stockholders entitled to notice of and
to vote at the 2006 annual meeting of our stockholders.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Southwest"  means  Southwest  Louisiana  Land Company,  Inc., one of our parent
corporations.

"Tall  Pines"  means Tall Pines  Insurance  Company,  an indirect  wholly  owned
captive insurance subsidiary of Valhi.

"TFMC" means TIMET  Finance  Management  Company,  a wholly owned  subsidiary of
TIMET.

"TIMET"  means  Titanium  Metals  Corporation,  one of our publicly  held sister
corporations that is an integrated producer of titanium metals products.

"TIMET  series A preferred  stock"  means  TIMET's 6 3/4%  Series A  Convertible
Preferred Stock, par value $0.01 per share.

"Tremont" means Tremont LLC, a wholly owned subsidiary of Valhi.

"Valhi" means Valhi, Inc., one of our publicly held parent  corporations that is
a diversified holding company with principal investments in NL, TIMET and Kronos
Worldwide.

"VGI" means Valhi Group, Inc., one of our parent corporations.

"VHC" means Valhi Holding Company, one of our parent corporations.

"Waterloo" means Waterloo Furniture  Components Limited, one of our wholly owned
subsidiaries.

COMPX INTERNATIONAL INC.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

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PROXY STATEMENT

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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 our  board of  directors  for use at our 2006  Annual  Meeting  of
Stockholders  to be held on  Tuesday,  May 16,  2006 and at any  adjournment  or
postponement  of the  meeting.  The  accompanying  notice of annual  meeting  of
stockholders sets forth the time, place and purposes of the meeting. The notice,
this proxy statement, the accompanying proxy card or voting instruction form and
our Annual Report to Stockholders, which includes our Annual Report on Form 10-K
for the fiscal year ended  December 31, 2005, are first being mailed on or about
April 11,  2006 to the  holders  of our class A and class B common  stock at the
close of business on March 28, 2006. Our principal executive offices are located
at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

Please  refer to the  Glossary of Terms on page ii for the  definitions  of
capitalized or other terms used in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:   What is the purpose of the annual meeting?

A:   At the annual  meeting,  stockholders  will vote on the  election  of seven
directors and any other matter that may properly come before the meeting.

Q:   How does the board recommend that I vote?

A:   The board of  directors  recommends  that you vote FOR each of the nominees
for director.

Q:   Who is allowed to vote at the annual meeting?

A:   The board of  directors  has set the close of business on March 28, 2006 as
the record date for the determination of stockholders entitled to notice of
and to vote at the  meeting.  Only holders of record of our common stock as
of the close of  business  on the record  date are  entitled to vote at the
meeting.  On the record date,  5,234,280 shares of our class A common stock
and  10,000,000  shares  of our  class  B  common  stock  were  issued  and
outstanding.  Each share of our class A common stock entitles its holder to
one vote. Each share of our class B common stock entitles its holder to ten
votes with respect to the  election of directors  and one vote on all other
matters.

Q:   How do I vote?

A:   If your  shares  are held by a bank,  broker  or other  nominee  (i.e.,  in
"street name"),  you must follow the instructions  from your nominee on how
to vote your shares.

If you are a stockholder of record, you may:

o    vote in person at the annual meeting; or

o    instruct the agents named on the proxy card how to vote your shares by
completing,  signing  and  mailing  the  enclosed  proxy  card  in the
envelope provided.

If you  execute a proxy  card but do not  indicate  how you would like your
shares voted for one or more of the nominees,  the agents will vote FOR the
election of each such  nominee for director  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.

Q:   Who will count the votes?

A:   The board of directors has appointed Computershare,  our transfer agent and
registrar,  to receive proxies and ballots,  ascertain the number of shares
represented,  tabulate  the vote and serve as inspector of election for the
meeting.

Q:   May I change or revoke my proxy or voting instructions?

A:   If you are a  stockholder  of record,  you may change or revoke  your proxy
instructions at any time before the meeting in any of the following ways:

o    delivering to Computershare a written revocation;

o    submitting another proxy card bearing a later date; or

o    voting in person at the meeting.

If your shares are held by a bank, broker or other nominee, you must follow
the  instructions  from your nominee on how to change or revoke your voting
instructions.

Q:   What constitutes a quorum?

A:   A quorum is the presence, in person or by proxy, of a majority of the votes
from  holders of the  outstanding  shares of our class A and class B common
stock,  counted as a single class,  entitled to vote at the meeting.  Under
the  applicable  rules of the NYSE and 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
such a broker/nominee  who is entitled to vote on a routine matter delivers
an  executed  proxy  card and does not vote on the  matter,  such a vote is
referred to in this proxy statement as a "broker/nominee  non-vote." 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.

Q:   What vote is  required  to elect a director  nominee  or approve  any other
matter?

A:   If a quorum is present, a plurality of the affirmative votes of the holders
of our  outstanding  class A and  class B shares of  common  stock,  voting
together as a single  class,  represented  and  entitled to be voted at the
meeting is necessary to elect each nominee for director.  The  accompanying
proxy card or voting  instruction  form provides  space for you to withhold
authority to vote for any of the nominees.  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.  However,  since director nominees need only receive the
plurality  of the  affirmative  votes  from  the  holders  represented  and
entitled  to vote at the  meeting to be  elected,  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  votes of the  holders of a majority of the
outstanding shares of our class A and class B common stock, voting together
as a single class,  represented and entitled to vote at the meeting. Shares
of our  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.

Q:   Who will pay for the cost of soliciting the proxies?

A:   We 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,  our  directors,
officers  and regular  employees  may solicit  proxies by  telephone  or in
person for which such persons will receive no additional  compensation.  We
have  retained  Georgeson  Shareholder  Communications,  Inc. to aid in the
distribution of this proxy statement and related  materials at an estimated
cost of $1,200.  Upon  request,  we 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 our common stock that
such entities hold of record.

CONTROLLED COMPANY

CGI directly held  approximately  82.6%, of the  outstanding  shares of our
combined class A and B common stock as of the record date. CGI has indicated its
intention to have its shares of our common stock  represented at the meeting and
voted  FOR the  election  of each  of the  director  nominees  to our  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 to the board of directors.

Because  of CGI's  ownership  of our  common  stock,  we are  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.  We have chosen not to
have a  majority  of  independent  directors  or an  independent  nominating  or
corporate  governance  committee.  Our board of directors believes that the full
board of directors best represents the interests of all of our  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 our directors are independent and have
no  material  relationship  with us other  than  serving as our  directors.  See
"Meetings and Committees of the Board of Directors--Audit Committee" for certain
relationships  the board of directors  considered in making this  determination.
While the  members of our  management  development  and  compensation  committee
currently satisfy the independence  requirements of the NYSE, we have 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 2007 Annual  Meeting"  for a  description  of our
policies and procedures for stockholder nominations of directors.

ELECTION OF DIRECTORS

Our bylaws  provide that the board of directors will consist of one or more
members as  determined by our board of directors or  stockholders.  The board of
directors  has  currently  set the number of directors at seven.  The  directors
elected  at the  meeting  will hold  office  until our 2007  Annual  Meeting  of
Stockholders  and until their successors are duly elected and qualified or their
earlier removal, resignation or death.

Except for Mr. Norman S. Edelcup, all of the nominees are currently members
of our board of directors  whose terms will expire at the meeting.  Mr. Keith R.
Coogan,  our current audit  committee  chairman and "audit  committee  financial
expert" is not standing for reelection.  It is our expectation that our director
nominee,  Mr. Edelcup,  if elected as one of our directors at the meeting,  will
serve as our audit committee  chairman and "audit  committee  financial  expert"
when  elected.  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 card will be voted FOR an alternate  nominee to be selected by the board
of  directors,  unless the  stockholder  executing  such  proxy  card  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 have provided the following
information.

Paul M. Bass, Jr., age 70, has served on our board of directors since 1997.
Mr. Bass also serves as a director of Keystone. From prior to 2001, Mr. Bass has
served as vice chairman of First Southwest Company, a privately owned investment
banking firm.  He is also 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 our audit committee
and chairman of our management development and compensation committee.

David A. Bowers,  age 68, has served as our president  and chief  executive
officer  since 2002,  our vice chairman of the board since 2000 and on our board
of directors since 1993. Mr. Bowers has continuously served in various executive
officer positions for us or our predecessors since prior to 2001. Mr. Bowers has
been employed by us or our predecessors  since 1960 in various sales,  marketing
and executive  positions,  having been named our president of security  products
and related  businesses  in 1979.  Mr.  Bowers is a trustee and  chairman of the
board of Monmouth College, Monmouth, Illinois.

Norman  S.  Edelcup,  age 70,  has  served on  Valhi's  or  certain  of its
predecessors' boards of directors since 1975. From 2001 to 2004, Mr. Edelcup has
served as senior vice president of Florida Savings  Bancorp.  Since 2003, he has
served as mayor of Sunny Isles Beach,  Florida.  He also serves as a trustee for
the Baron Funds, a mutual fund group, and a director of Florida Savings Bancorp.
Mr. Edelcup served as senior vice president of Item Processing of America, Inc.,
a processing service bureau, from 1999 to 2000 and as chairman of the board from
1989 to 1998. Mr. Edelcup is a certified public  accountant and served as senior
vice president and chief financial  officer of Avatar Holdings,  Inc.  (formerly
GAC  Corporation),  a real  estate  development  firm,  from 1976 to 1983;  vice
chairman of the board,  senior vice  president  and chief  financial  officer of
Keller Industries,  Inc., a building products  manufacturer,  from 1968 to 1976;
and as a senior accountant with Arthur Andersen & Co., a public accounting firm,
from 1958 to 1962. He is chairman of both Valhi's audit committee and management
development and compensation committee.

Edward J. Hardin,  age 63, has served on our board of directors since 1997.
Mr.  Hardin  has been a partner of the law firm of Rogers & Hardin LLP since its
formation in 1976.

Ann Manix,  age 53, has served on our board of directors since 1998.  Since
prior to 2001,  Ms.  Manix has served as a managing  partner of Ducker  Research
Corporation,  a privately held industrial  research firm. She is a member of our
audit committee and management development and compensation committee.

Glenn R.  Simmons,  age 78, has served as our  chairman  of the board since
2000 and on our board of  directors  since 1993.  From  October 2000 to December
2000, Mr. Simmons served as our chief  executive  officer.  Mr. Simmons has been
vice chairman of the board of Valhi and Contran since prior to 2001. Mr. Simmons
also serves as  chairman  of the board of  Keystone  and as a director of Kronos
Worldwide,  NL and TIMET.  In 2004,  Keystone  filed a  voluntary  petition  for
reorganization  under federal  bankruptcy  laws and emerged from the  bankruptcy
proceedings  in August  2005.  Mr.  Simmons  has been an  executive  officer  or
director of various  companies related to Contran since 1969. He is a brother of
Harold C. Simmons, the chairman of the board of Contran and Valhi.

Steven L. Watson,  age 55, has served on our board of directors 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 2001.  He has served as vice
chairman of the board of Kronos Worldwide since 2004, chief executive officer of
TIMET since January 2006 and vice chairman of the board of TIMET since  November
2005.  Mr. Watson also serves as a director of Keystone and NL. He 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 four  meetings  and took  action by  written
consent on five occasions in 2005. Each director participated in at least 80% of
such  meetings  and of the 2005  meetings of the  committees  on which he or she
served at the time.  It is expected  that each  director  will attend our 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 our
2005 annual stockholder meeting.

The board of  directors  has  established  and  delegated  authority to two
standing  committees,  which are  described  below.  The board of  directors  is
expected  to elect  the  members  of the  standing  committees  at the  board of
directors annual meeting immediately  following the annual stockholder  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.

Audit Committee.  Our audit committee  assists with the board of directors'
oversight  responsibilities  relating to our financial  accounting and reporting
processes and auditing  processes.  The  responsibilities of our audit committee
are more  specifically  set forth in the amended and  restated  audit  committee
charter,  a copy of which is attached as Exhibit A to this proxy  statement  and
also  available  under the  corporate  section  of our  website,  www.compx.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  our  audit  committee  is  independent,  financially
literate and has no material  relationship  with us other than serving
as our director; and

o    Mr. Keith R. Coogan is an "audit committee financial expert."

In  determining  that Mr.  Bass,  a member of our audit  committee,  has no
material  relationship with us other than serving as our director,  the board of
directors considered the following relationships:

o    In  2005,  Annette  C.  Simmons,   the  wife  of  Harold  C.  Simmons,
contributed  shares of TIMET common stock to the Southwestern  Medical
Foundation  for the benefit of Parkland  Memorial  Hospital,  of which
foundation  Mr. Bass serves as the  chairman of the board of trustees;
and

o    Harold C. Simmons, Contran and its related entities or persons execute
trades on a regular basis with First Southwest  Company,  of which Mr.
Bass is the vice chairman of the board.

The  board  determined  that  these  relationships  were not  material  based on
representations  from Mr. Bass that (i) he receives no compensation  for serving
as chairman of the board of trustees of Southwestern  Medical  Foundation,  (ii)
the  aggregate  brokerage  commissions  paid to First  Southwest  Company by Mr.
Simmons and  Contran  related  entities  or persons  over each of the last three
years did not exceed $200,000 and represented  less than 2% of the  consolidated
gross revenues of First Southwest  Company for each of those years and (iii) the
broker  relationship is solely a business  relationship that does not afford Mr.
Bass any special benefits.

No member of our audit  committee  serves on more than three public company
audit  committees.  For further  information on the role of our audit committee,
see "Audit  Committee  Report." The current  members of our audit  committee are
Keith R. Coogan (chairman), Paul M. Bass, Jr. and Ann Manix. Our audit committee
held six meetings in 2005.

Management   Development   and   Compensation   Committee.   The  principal
responsibilities of our management development and compensation committee are:

o    to recommend  to the board of directors  whether or not to approve any
proposed  charge  to us  pursuant  to an  ISA  with a  related  parent
company;

o    to review,  approve  and  administer  certain  matters  regarding  our
employee  benefit  plans  or  programs,   including  annual  incentive
compensation awards;

o    to  review,  approve,  administer  and grant  awards  under our equity
compensation plan; and

o    to review and administer such other compensation  matters as the board
of directors may direct from time to time.

As discussed  above with respect to audit committee  members,  the board of
directors has  determined  that each member of our  management  development  and
compensation committee is independent by applying the NYSE director independence
standards. For further information on the role of our management development and
compensation committee, see "Executive Compensation Report." The current members
of our management  development and compensation  committee are Paul M. Bass, Jr.
(chairman) and Ann Manix. Our management  development and compensation committee
held two meetings in 2005.

EXECUTIVE OFFICERS

Set forth below is certain information  relating to our executive officers.
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............       78    Chairman of the Board
David A. Bowers.............       68    Vice Chairman of the Board, President and Chief Executive Officer
David J. Camozzi............       50    Vice President
Darryl R. Halbert...........       41    Vice President, Chief Financial Officer and Controller
Scott C. James..............       40    Vice President

David J.  Camozzi has served as our vice  president  and our  president  of
CompX Precision Slides, one of our divisions, since 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 2003.  From 2000 to 2001,  Mr. Camozzi
was vice  president,  corporate  development of Slater Steel,  Inc. 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 our chief financial  officer since 2002 and
our vice  president and  controller  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 our vice  president and our president of CompX
Security Products,  one of our divisions,  since 2002. Since 1992, Mr. James has
served in various  sales,  marketing and executive  positions  with our security
products operations.

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
our class A and class B common  stock held by each  individual,  entity or group
known to us to own  beneficially  more than 5% of the outstanding  shares of our
class A or class B common stock,  each  director,  each director  nominee,  each
named  executive  officer and all of our 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 our 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).........           56,900  (4)           1.1%            -0-  (4)          -0-          *
CompX Group, Inc. (3)......        2,586,820  (4)          49.4%     10,000,000  (4)         100%        82.6%
TIMET Finance Management
Company (3)..............          483,600  (4)           9.2%            -0-  (4)          -0-         3.2%
NL Industries, Inc.........          250,004  (4)           4.8%            -0-  (4)          -0-         1.6%
Annette C. Simmons.........           20,000  (4)            *              -0-  (4)          -0-          *
---------                         ----------
3,397,324  (4)          64.9%     10,000,000  (4)         100%        87.9%

Dalton, Greiner, Hartman, Maher
& Co.......................          486,550  (5)           9.3%            -0-               -0-         3.2%
Royce & Associates, LLC.......          292,300  (6)           5.6%            -0-               -0-         1.9%

Paul M. Bass, Jr..............           14,100  (4)(7)         *              -0-               -0-          *
David A. Bowers...............           80,000  (4)(7)        1.5%            -0-               -0-          *
Keith R. Coogan...............            3,500                 *              -0-               -0-          *
Norman S. Edelcup.............            2,000                 *              -0-               -0-          *
Edward J. Hardin..............           17,600  (7)            *              -0-               -0-          *
Ann Manix.....................           13,100  (7)            *              -0-               -0-          *
Glenn R. Simmons..............           71,100  (4)(7)(8)     1.3%            -0-               -0-          *
Steven L. Watson..............           21,600  (4)(7)         *              -0-               -0-          *
David J. Camozzi..............              -0-                -0-             -0-               -0-         -0-
Darryl R. Halbert.............            3,000  (7)            *              -0-               -0-          *
Scott C. James................           22,000  (7)            *              -0-               -0-          *
All of our  directors,  director
nominees    and     executive
officers   as  a  group   (11
persons) ..................          248,000  (4)(7)(8)     4.6%            -0-               -0-         1.6%
--------------------

*        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.

(2)  The percentages  are based on 5,234,280  shares of our class A common stock
outstanding as of the record date.

(3)  The  business  address of CGI, NL and Harold C. and  Annette C.  Simmons is
Three  Lincoln  Centre,  5430  LBJ  Freeway,   Suite  1700,  Dallas,  Texas
75240-2697. The business address of 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,  Annette C. Simmons, the CMRT, Valhi
and Harold C. Simmons are the holders of approximately 33.5%, 12.7%, 10.2%,
3.8% and 2.6%,  respectively,  of the  outstanding  shares of TIMET  common
stock.  The ownership of Ms. Simmons  includes  10,666,666  shares of TIMET
common stock that she has the right to acquire upon conversion of 1,600,000
shares of TIMET  series A  preferred  stock that she  directly  holds.  The
ownership of Valhi includes  98,000 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 the 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, TFMC and NL approximately  87.4% of the
combined voting power of the class A or class B common stock (approximately
98.2% for the election of directors).  In certain instances,  shares of our
class B common stock are automatically convertible into shares of our class
A common stock.

VHC, the Foundation,  the CDCT No. 2 and the CMRT are the direct holders of
approximately 91.6%, 0.9%, 0.4% and 0.1%, respectively,  of the outstanding
common stock of Valhi.  VGI, National and Contran are the direct holders of
87.4%,  10.3% and 2.3%,  respectively,  of the outstanding  common stock of
VHC.   National,   NOA  and  Dixie  Holding  are  the  direct   holders  of
approximately 73.3%, 11.4% and 15.3%, respectively,  of the outstanding VGI
common stock. Contran and NOA are the direct holders of approximately 85.7%
and 14.3%, respectively,  of the outstanding National common stock. Contran
and  Southwest  are the direct  holders of  approximately  49.9% and 50.1%,
respectively, of the outstanding NOA common stock. 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,  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 these trusts,  Mr.  Simmons has the power to vote and direct the
disposition  of the  shares of  Contran  stock  held by these  trusts.  Mr.
Simmons,  however,  disclaims  beneficial  ownership of any Contran  shares
these trusts hold.

The Foundation  directly holds approximately 0.9% of the outstanding shares
of Valhi common stock. This foundation is a tax-exempt foundation organized
for charitable purposes.  Harold C. Simmons is the chairman of the board of
this 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.

The CMRT directly holds  approximately  10.2% of the outstanding  shares of
TIMET  common  stock and 0.1% of the  outstanding  shares  of Valhi  common
stock.  Contran sponsors this trust to permit the collective  investment by
master  trusts  that  maintain  assets of certain  employee  benefit  plans
Contran and related  entities adopt.  Harold C. Simmons is the sole trustee
of this  trust and a member of the  investment  committee  for this  trust.
Contran's  board of  directors  selects  the  trustee  and  members of this
trust's  investment  committee.  Paul M. Bass,  Jr. is also a member of the
trust's  investment  committee for the CMRT. Glenn R. Simmons and Steven L.
Watson are members of Contran's  board of directors and along with David A.
Bowers are  participants in one or more of the employee  benefit plans that
invest  through  this  trust.  Each of such  persons  disclaims  beneficial
ownership  of any of the shares this trust  holds,  except to the extent of
his individual vested beneficial interest, if any, in the assets this trust
holds.

Harold C. Simmons is the chairman of the board and chief executive  officer
of NL and the chairman of the board of each of TIMET, Tremont,  Valhi, VHC,
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
shares  directly  held by  certain  of such other  entities.  However,  Mr.
Simmons 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 our common stock beneficially owned,
directly or indirectly, by CGI, TFMC or NL.

All of our  directors  or  executive  officers  who are also  directors  or
executive  officers of CGI, TFMC or NL or their parent  companies  disclaim
beneficial  ownership of the shares of our common stock that such companies
directly or indirectly hold.

Annette  C.  Simmons  is the wife of Harold C.  Simmons.  She is the direct
owner of 20,000  shares of our class A common stock,  119,475  shares of NL
common stock,  228,000  shares of TIMET 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  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
36,500 shares of Valhi common  stock.  Mr.  Simmons,  as co-trustee of this
trust,  has the power to vote and direct the  disposition  of the shares of
Valhi  common  stock this  trust  directly  holds.  Mr.  Simmons  disclaims
beneficial  ownership  of any shares of Valhi  common stock that this trust
holds.

Harold C.  Simmons  is the  direct  owner of  56,900  shares of our class A
common  stock,  257,000  shares  of  NL  common  stock  (including  options
exercisable for 4,000 shares of NL common stock), 1,933,700 shares of TIMET
common stock and 3,383 shares of Valhi common stock.

NL and one of its subsidiaries directly hold 3,522,967 and 1,186,200 shares
of  Valhi  common  stock,  respectively.  Since  NL  is  a  majority  owned
subsidiary of Valhi,  and pursuant to Delaware law, Valhi treats the shares
of Valhi common stock that NL and its subsidiary hold as treasury stock for
voting purposes.  For the 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.

The business  address of Contran,  the CDCT No. 2, the CMRT, Dixie Holding,
the Foundation,  National, NOA, TIMET, Tremont, Valhi, VGI and VHC 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.

(5)  Based on Amendment  No. 7 to Schedule  13G dated  February 10, 2006 Dalton,
Greiner, Hartman, Maher & Co. filed with the SEC. Dalton, Greiner, Hartman,
Maher & Co. has sole  voting  power over  473,608 of these  shares and sole
dispositive power over all of these shares. The address of Dalton, Greiner,
Hartman,  Maher & Co. is 565 Fifth Avenue,  Suite 2101,  New York, New York
10017.

(6)  Based on  Amendment  No. 3 to Schedule  13G dated  January 17, 2006 Royce &
Associates,  LLC filed with the SEC. The address of Royce & Associates, LLC
is 1414 Avenue of the Americas, New York, New York 10019.

(7)  The shares of our 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 our stock
option plan that such person may exercise  within 60 days subsequent to the
record date:

Shares of Our Class A Common
Stock Issuable Upon the
Exercise of Stock Options
Name of Beneficial Owner                                          On or Before May 27, 2006
------------------------                                        -----------------------------

Paul M. Bass, Jr.......................................................                  8,600
David A. Bowers........................................................                 71,000
Edward J. Hardin.......................................................                  8,600
Ann Manix..............................................................                  7,600
Glenn R. Simmons.......................................................                 55,600
Steven L. Watson.......................................................                 15,600
Darryl R. Halbert......................................................                  2,000
Scott C. James.........................................................                 22,000

(8)  The shares of our 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 shares he disclaims beneficial ownership.

We understand that Contran and related  entities may consider  acquiring or
disposing  of  shares of our  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
our common stock in the market,  an  assessment  of our business and  prospects,
financial and stock market  conditions and other factors deemed relevant by such
entities.  We may similarly consider  acquisitions of shares of our common stock
and acquisitions or dispositions of securities issued by related entities.

Ownership  of  Related  Companies.  Some  of our  directors  and  executive
officers own equity securities of several companies related to us.

Ownership of NL, TIMET and Valhi.  The  following  table and  footnotes set
forth the beneficial  ownership,  as of the record date, of the shares of common
stock of NL, TIMET and Valhi held by each of our directors, each named executive
officer  and  all of our  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-          9,000  (5)        *       10,000  (5)          *
David A. Bowers...........         2,000             *             -0-            -0-         -0-              -0-
Keith R. Coogan...........           -0-            -0-            -0-            -0-         -0-              -0-
Norman S. Edelcup.........           -0-            -0-            -0-            -0-      36,000  (6)          *
Edward J. Hardin..........           -0-            -0-            -0-            -0-       4,000               *
Ann Manix.................         2,000             *             -0-            -0-         -0-              -0-
Glenn R. Simmons..........         9,000  (5)        *          22,000  (5)        *       12,247  (5)(7)       *
Steven L. Watson..........        13,000  (5)(6)     *          73,000  (5)(6)     *      117,246  (5)(6)       *
David J. Camozzi..........           -0-            -0-            -0-            -0-         -0-              -0-
Darryl R. Halbert.........           500             *             -0-            -0-         -0-              -0-
Scott C. James............           -0-            -0-            -0-            -0-         -0-              -0-
All  of   our   directors,
director  nominees  and
executive  officers  as
a group (11 persons) ..        26,500  (5)(6)     *         104,000  (5)(6)     *      179,493  (5)(6)(7)    *

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

(1)  Except as otherwise  noted,  the  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  48,563,034  shares  of  NL  common  stock
outstanding as of the record date.

(3)  The  percentages  are  based on  75,409,870  shares of TIMET  common  stock
outstanding as of the record date.

(4)  The  percentages  are based on  115,778,278  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 a  description  of
certain  relationships  among the  individuals  or group  appearing in this
table. All of our directors or executive officers who are also directors or
executive  officers  of any of our  parent  companies  disclaim  beneficial
ownership  of the  shares  of NL,  TIMET or Valhi  common  stock  that such
companies directly or indirectly own.

(6)  The shares of NL, TIMET or 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             Common Stock                  Common Stock
Issuable Upon the       Issuable Upon the              Issuable Upon the
Exercise of Stock       Exercise of Stock              Exercise of Stock
Options On or Before    Options on or Before           Options on or Before
Name of Beneficial Owner              May 27, 2006            May 27, 2006                    May 27, 2006
------------------------         ---------------------   --------------------           --------------------

Norman S. Edelcup...........               -0-                       -0-                       9,000
Steven L. Watson............             4,000                    30,000                     100,000

(7)  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.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND OTHER INFORMATION

Compensation of Directors. Our directors who are not employees of us or our
subsidiaries  are  entitled  to  receive  compensation  for  their  services  as
directors.  Directors who received such  compensation in 2005 were Paul M. Bass,
Jr., Keith R. Coogan,  Edward J. Hardin,  Ann Manix, Glenn R. Simmons and Steven
L. Watson.

In 2005, our 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 our board of  directors or its  committees.  The chairman of our audit
committee and any member of our audit committee whom the board  identified as an
"audit  committee  financial  expert" for purposes of the annual proxy statement
received 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 our audit committee  received an annual retainer of $5,000,
paid in quarterly  installments.  If one of our nonemployee directors dies while
serving on our 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. We reimburse our nonemployee  directors for reasonable expenses incurred
in  attending  meetings and in the  performance  of other  services  rendered on
behalf of our board of directors or its committees.

On the day of each  annual  stockholder  meeting,  each of our  nonemployee
directors  receives a grant of shares of our class A common stock as  determined
by the  following  formula  based on the closing price of a share of our class A
common stock on the date of such meeting.

Range of Closing Price Per              Shares of Our Class A 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  $14.80  per share  closing  price of our class A common
stock on May 10, 2005,  the date of our 2005 annual  stockholder  meeting,  each
nonemployee  director  elected on that date  received a grant of 1,000 shares of
our class A common stock.

Intercorporate Services Agreements. Contran has entered into an ISA with us
pursuant to which  Contran  provides  the  services of certain of our  executive
officers,  Glenn R. Simmons and Darryl R. Halbert,  to us and our  subsidiaries.
For   a   discussion   of   these   ISAs,   see   "Certain   Relationships   and
Transactions--Intercorporate Services Agreements."

Summary of Cash and Certain Other Compensation of Executive  Officers.  The
summary  compensation  table below provides  information  concerning  annual and
long-term  compensation  we and our  subsidiaries  paid or accrued for  services
rendered  to us and our  subsidiaries  during the past three  years by our chief
executive  officer and each of our three other  executive  officers who received
more than $100,000 in salary and bonus for 2005 or for whom CompX was charged in
excess of $100,000 for 2005 under our ISA with Contran.

SUMMARY COMPENSATION TABLE (1)

Annual Compensation
-----------------------------------------------
Name and                                                              Other Annual        All Other
Principal Position            Year        Salary            Bonus          Compensation       Compensation
------------------            ----        ------            -----          ------------       ------------

David A. Bowers.................      2005    $  329,730       $  330,000        $     -0-  (2)    $  30,150  (3)
Vice Chairman of the Board,           2004       326,305          200,000            5,380  (2)       27,013  (3)
President and Chief                2003       296,646          175,000            5,165  (2)       19,024  (3)
Executive Officer

Scott C. James..................      2005       209,811          210,000            5,388  (2)       30,150  (3)
Vice President                        2004       206,659          150,000            5,265  (2)       27,013  (3)
2003       178,075          100,000            5,214  (2)       19,024  (3)

Darryl R. Halbert...............      2005       400,400  (4)         -0-  (4)         -0-  (4)          -0-  (4)
Vice President, Chief Financial       2004       312,700  (4)         -0-  (4)         -0-  (4)          -0-  (4)
Officer and Controller             2003       215,000  (4)         -0-  (4)         -0-  (4)          -0-  (4)

David J. Camozzi (5)............      2005       209,837  (5)     107,393  (5)         -0-             4,131  (5)(7)
Vice President                        2004        59,231  (5)      19,249  (5)      38,283  (5)(6)     2,747  (5)(7)

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

(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)  Represents club dues and income tax  preparation  fees we paid on behalf of
this named executive officer.

(3)  All other  compensation  for the last three  years for  Messrs.  Bowers and
James consisted of our matching  contributions to certain of their accounts
under our 401(k) Plan and our  contributions  to certain of their  accounts
under the CompX Capital  Accumulation  Pension Plan, a defined contribution
plan, as follows:

Employer's
Employer's        Capital
401(k) Plan      Accumulation
Matching       Pension Plan
Named Executive Officer              Year      Contributions    Contributions        Total
-----------------------              ----      -------------    -------------        -----

David A. Bowers...........................     2005     $    11,721      $    18,429      $    30,150
2004          10,463           16,550           27,013
2003           8,426           10,598           19,024

Scott C. James............................     2005          11,721           18,429           30,150
2004          10,463           16,550           27,013
2003           8,426           10,598           19,024

(4)  Mr.  Halbert is an employee of Contran and provides his  executive  officer
services to us pursuant to our ISA with  Contran.  The amounts shown in the
table as salary  compensation for Mr. Halbert  represent the portion of the
fees we paid to Contran pursuant to the ISA attributable to the services he
rendered to us.

(5)  Mr. Camozzi became one of our executive officers on October 26, 2004. He is
employed by  Waterloo.  Waterloo  pays Mr.  Camozzi his base  salary,  cash
bonus,  reimbursement  expenses and contributions to his retirement plan in
Canadian  dollars.  We report  these  amounts  in the  table  above in U.S.
dollars based on the average  exchange rates for 2005 and 2004 of CN$1.2105
per US$1.00 and CN$1.2988 per US$1.00, respectively.

(6)  Mr.  Camozzi's other annual  compensation  consists of relocation  costs he
incurred in 2004, for which Waterloo reimbursed him.

(7)  These amounts  represent  Waterloo's  contribution to Mr. Camozzi's account
under the  Registered  Pension  Plan for  Employees  of Waterloo  Furniture
Components Ltd., a defined contribution plan.

No Grants of Stock Options or Stock Appreciation Rights. Neither we nor any
of our parent or  subsidiary  corporations  granted  any stock  options or stock
appreciation rights to our named executive officers during 2005.

Stock  Option   Exercises  and  Holdings.   The  following  table  provides
information  with respect to the amount Darryl R. Halbert  realized in 2005 upon
the  exercise of certain of his stock  options for our class A common  stock and
the value of our named  executive  officers'  unexercised  stock options for our
class A common  stock as of  December  31,  2005.  We have not granted any stock
appreciation rights.

AGGREGATE STOCK OPTION EXERCISES IN 2005 AND
DECEMBER 31, 2005 OPTION VALUES

Number of Shares
Shares                            Underlying                Value of Unexercised
Acquired                     Unexercised Options at          In-the-Money Options
on                         December 31, 2005 (#)        at December 31, 2005 (#)
Exercise       Value       ---------------------------   ---------------------------
Name                  (#)         Realized     Exercisable   Unexercisable   Exercisable   Unexercisable
----                --------      --------     -----------   -------------   -----------   -------------

David A. Bowers                    -0-       $  -0-           71,000           6,000       $18,120       $18,120

Scott C. James                     -0-          -0-           22,000           4,000        12,080        12,080

Darryl R. Halbert                6,000        36,900  (2)      2,000           2,000         6,040         6,040

David J. Camozzi                   -0-          -0-              -0-             -0-           -0-           -0-

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

(1)  Each aggregate value is based on the difference  between the exercise price
of the individual stock options and the closing sale price per share of the
underlying  class A common stock on December  31,  2005.  Such closing sale
price was $16.02 per share.

(2)  The value realized for this exercise is based on the difference between the
closing sale price per share of our  underlying  common stock on the day of
the exercise and the exercise price per share.

EQUITY COMPENSATION PLAN INFORMATION

The following  table provides  summary  information as of December 31, 2005
with respect to equity  compensation plans under which our 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         Weighted-Average             Equity Compensation 
be Issued Upon Exercise         Exercise Price of              Plans (Excluding
of Outstanding Options,        Outstanding Options,          Securites Reflected in
Plan Category               Warrants and Rights          Warrants and Rights              Column (A))
-------------            -----------------------        --------------------          -----------------------

Equity compensation plans
approved by security

holders....................                 671,820                    $18.38                         470,000

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

Total......................                 671,820                    $18.38                         470,000

CORPORATE GOVERNANCE DOCUMENTS

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

Corporate  Governance  Guidelines.  We have  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,  for independence  standards and responsibilities,  for approval
procedures  for ISAs  and that our  audit  committee  chairman  presides  at all
meetings of the non-management or independent directors.

Audit  Committee  Charter.  We have adopted an amended and  restated  audit
committee charter under which our audit committee operates.  Among other things,
our 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 our
website at www.compx.com  under the corporate section. A copy of the amended and
restated  audit  committee  charter is also  attached as Exhibit A to this proxy
statement.  In addition,  any person may obtain a copy of these three  documents
without  charge,  by sending a written request to the attention of our 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  requires  our  executive
officers,  directors and persons who own more than 10% of a registered  class of
our equity  securities  to file reports of ownership  with the SEC, the NYSE and
us. Based  solely on the review of the copies of such forms and  representations
by certain reporting persons,  we believe that for 2005 our executive  officers,
directors and 10% stockholders  complied with all applicable filing requirements
under section 16(a) except that (1) each of our nonemployee  directors filed six
days late a Form 4 reporting  his or her annual grant of class A common stock on
May 10, 2005 due to an  inadvertence by our staff and (2) after its formation in
August 2005 as a parent  company of Valhi,  VHC failed to file timely its Form 3
and five Forms 4 reporting  eleven  purchases of our class A common stock by NL,
which  transactions  were all  timely  reported  on Forms 4 by our other  parent
companies.

EXECUTIVE COMPENSATION REPORT

During  2005,  our  management   development  and  compensation   committee
administered  certain  matters  regarding  the  compensation  of  our  executive
officers.

CompX ISA

During 2005, we paid certain fees to Contran for services provided pursuant
to an ISA between Contran and us. Such services provided under this ISA included
the services of the following executive officers of ours:

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 us based on the
following:

o    an estimate of the amount of time each Contran  employee that performs
services for us and our subsidiaries  will spend on such services over
the year; and

o    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 we pay under  the ISA  between  us and
Contran for the services of any particular  individual is capped at $1.0 million
in the aggregate to enhance our ability to deduct such charge for federal income
tax purposes.  The amount of the fee we paid in 2005 under this ISA for a person
who provided  services to us or our  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 us under this ISA is
fair to us and our stockholders and the cost for the services provided under the
ISA would be no less  favorable to us than could  otherwise be obtained  from an
unrelated third party for comparable  services.  See "Certain  Relationships and
Transactions--Intercorporate  Services  Agreements" for the aggregate  amount we
paid to Contran in 2005 under this ISA.  For our chief  financial  officer,  the
portion  of the  annual  charge  we  paid  in 2005 to  Contran  under  this  ISA
attributable  to his  services  is  reported  as his 2005  salary in the summary
compensation  table in this proxy statement.  The amounts charged under this ISA
are not dependent upon our financial performance.

For 2005, our management  development and compensation  committee  reviewed
documentation  and discussed with management  Contran's ISA allocation  process,
including how Contran determined the necessary  personnel,  the estimated number
of full time  employees  that would be required to provide the  services and the
cost of such services  under this ISA. The committee then  recommended  that our
board of directors  approve the 2005  aggregate  service charge for the proposed
Contran services to be rendered to us under the ISA after concluding that:

o    the cost to employ the additional  personnel  necessary to perform the
quality of the services  provided by Contran would exceed the proposed
2005 aggregate fee to be charged by Contran under this ISA; and

o    the cost for such  services  would  be no less  favorable  than  could
otherwise  be obtained  from an unrelated  third party for  comparable
services.

Upon receiving the recommendation of our management development and compensation
committee that the ISA charge was fair and reasonable to us and our stockholders
and  that it was in our  best  interests  to  continue  receiving  the  services
presently  provided  by  Contran,  our  independent  directors,  with our  other
directors abstaining, approved the 2005 aggregate charge to us under this ISA.

In making these determinations, our management development and compensation
committee relied on their collective business experience and judgment.

Other Executive Officers

In 2005, our management development and compensation committee administered
certain matters regarding the compensation of David A. Bowers,  David J. Camozzi
and Scott C. James,  those of our executive officers that we or our subsidiaries
employ.  For 2005, our cash compensation for these executive  officers generally
consisted  of two  primary  components,  base  salary and  annual  discretionary
incentive  compensation  awards.  Through  the use of these  two  components  of
compensation,  the 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 2005,
the committee made no separate determinations  regarding cash compensation to be
paid to our chairman of the board or chief financial officer since these persons
were employees of Contran.

Base Salaries.  Annual base salaries for executive  officers employed by us
or our subsidiaries have been established on a  position-by-position  basis. Our
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.  He then makes  recommendations  on
salaries,  other than his own, to the committee. The chairman of the board makes
recommendations  on the chief executive  officer's salary to the committee.  The
committee  reviews  the  recommendations   regarding  changes  in  salaries  for
executive  officers and may take such  action,  including  modifications  to the
recommendations,  as it deems  appropriate.  The determinations of the 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 2005
salaries for the named executive officers employed by us or our subsidiaries are
disclosed in their salary column in the summary compensation table in this proxy
statement.

In December 2004, the committee approved 2005 base salary increases for the
chief executive officer and two other executive  officers,  David J. Camozzi and
Scott C.  James.  The  committee  based  its  actions  regarding  2005  salaries
primarily  upon the chairman of the board's  recommendation  regarding the chief
executive  officer,  the  chief  executive  officer's  recommendation  regarding
Messrs.  Camozzi  and  James  and the  committee  members'  collective  business
experience and judgment. No specific survey or study was utilized to make salary
determinations.  The chief executive  officer's 2005 annual salary was not based
on any specific measure of our financial performance.

Annual Incentive  Compensation.  In February 2005, the committee determined
that the amount of any annual incentive compensation to be paid to our executive
officers  employed  by us or our  subsidiaries  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 committee
awarded 2005 incentive  compensation to certain of our executive  officers based
on a discretionary  evaluation of each such officer's performance,  attitude and
potential. The committee based its actions regarding 2005 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 us or our  subsidiaries and the 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 these executive  officers.  The
2005  discretionary  bonuses for the named executive  officers employed by us or
our subsidiaries  are disclosed in the bonus column in the summary  compensation
table in this proxy statement.

Common Stock Based Compensation

In 2005, our management development and compensation committee administered
matters regarding the common stock based compensation of our executive officers.
In 2005,  management did not recommend any common stock based compensation,  and
our management  development  and  compensation  committee did not grant any such
compensation  to any  executive  officers  other than annual stock grants to our
nonemployee  directors,  including our chairman of the board, for their services
as directors.  Our management  development and  compensation  committee does not
currently  anticipate granting common stock based compensation to anyone in 2006
other  than  these  annual  grants of stock to our  nonemployee  directors.  See
"Compensation  of Directors  and  Executive  Officers and Other  Information  --
Compensation of Directors."

Defined Contribution Plans

The  committee   also  reviews  and  approves  our   discretionary   annual
contributions to the CompX Capital  Accumulation  Pension Plan, a profit sharing
defined contribution plan, and the CompX Contributory  Retirement Plan, a 401(k)
plan.  Participants  of these  plans are  employees  of certain of our  domestic
operations.  Under the Capital Accumulation Pension Plan for the 2005 plan year,
the committee  approved a contribution of 7.25% of 2005 earnings before taxes of
our  National  and  Timberline  divisions  and similar  contributions  for other
participants,  subject to certain  limitations  under the  Capital  Accumulation
Pension Plan and the U.S.  Internal  Revenue Code of 1986. Under our 401(k) plan
for the 2005 plan year, the committee approved matching  contributions  based on
each  participant's   business  unit  that  ranged  from  44%  to  100%  of  the
participant's contribution, subject to certain limitations under the 401(k) plan
and the Internal Revenue 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 2005 plan year,
the committee approved  contributions to the Capital  Accumulation  Pension Plan
and the  401(k)  Plan in an  aggregate  amount of  approximately  $1.3  million,
subject to certain  limitations of the Internal  Revenue Code and the respective
plans.

Deductibility of Compensation

Section  162(m) of the  Internal  Revenue  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 our  general  policy to  structure  the
performance-based  portion of the  compensation  of our executive  officers in a
manner that enhances our 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 our Management Development and               Member of our Management Development and
Compensation Committee                                   Compensation Committee

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Relationships   with  Related   Parties.   As  set  forth  under  "Security
Ownership," Harold C. Simmons,  through Contran, may be deemed to control us. We
and other  entities  that may be deemed to be  controlled  by or  related to Mr.
Simmons sometimes engage in the following:

o    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

o    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.

We periodically  consider,  review and evaluate and understand that Contran
and  related   entities   periodically   consider,   review  and  evaluate  such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant and restrictions under indentures and other agreements,  it is possible
that we might be a party to one or more of such  transactions in the future.  In
connection with these  activities,  we may consider  issuing  additional  equity
securities or incurring additional indebtedness. Our acquisition activities have
in the  past and may in the  future  include  participation  in  acquisition  or
restructuring  activities  conducted by other companies that may be deemed to be
related to Harold C. Simmons.  It is our policy to engage in  transactions  with
related parties on terms, in our opinion,  no less favorable to us than could be
obtained from unrelated parties.

Certain  directors  or  executive  officers  of Contran,  Keystone,  Kronos
Worldwide, NL, TIMET or Valhi also serve as our directors or executive officers.
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 us and our  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 Agreements.  We and certain related companies have
entered  into ISAs.  Under the ISAs,  employees of one company  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 the employer's other costs related
to 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 related to Contran and us, we
believe we benefit 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 approved by the independent directors of the company after receiving a
recommendation  from  the  company's  management  development  and  compensation
committee.

The services of Harold C. Simmons provided to us under our ISA with Contran
include  consultation  and advice to our chief  executive  officer and our other
senior management concerning major strategic corporate matters. Such matters may
include  acquisitions or dispositions of certain assets (including  investments)
or  operations,   strategic  business  plans,   business   reorganizations   and
restructurings,  financing  and other  capital  raising  initiatives,  legal and
litigation strategies, tax planning strategies and other matters.

In 2005,  we paid Contran  fees of $2.6 million for its services  under the
ISA between Contran and us, including $1.0 million for the services of Harold C.
Simmons. In 2006, we expect to pay Contran fees of $2.7 million for its services
under this ISA, including $1.0 million for the services of Harold C. Simmons. We
also pay director fees and expenses directly to Messrs. Glenn Simmons and Watson
for their services as our directors.

Loans between Related  Parties.  From time to time,  loans and advances are
made between us and various related  parties  pursuant to term and demand notes.
These  loans and  advances  are entered  into  principally  for cash  management
purposes. When we loan funds to related parties, the lender is generally able to
earn a higher rate of return on the loan than the lender would earn if the funds
were  invested  in other  instruments.  While  certain of such loans may be of a
lesser credit quality than cash equivalent  instruments  otherwise  available to
us, we believe that we have evaluated the credit risks involved,  and that those
risks are reasonable and reflected in the terms of the applicable loans. When we
borrow  from  related  parties,  we are  generally  able to pay a lower  rate of
interest than we would pay if we borrowed from unrelated parties.

During 2005,  we did not borrow from,  or lend to,  unconsolidated  related
parties.  Accordingly, we received no interest income on loans to unconsolidated
related  parties  and paid no  interest  on loans  from  unconsolidated  related
parties.

Insurance Matters. We and Contran participate in a combined risk management
program.  Pursuant to the program,  Contran and certain of its  subsidiaries and
related  entities,  including  us and  certain of our  subsidiaries  and related
entities,  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 and EWI RE, Inc.  provide for or broker  these  insurance
policies.  Tall Pines is a captive  insurance company wholly owned by Valhi, and
EWI RE, Inc. is a reinsurance brokerage and risk management firm wholly owned by
NL. Consistent with insurance  industry  practices,  Tall Pines and EWI RE, Inc.
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 related companies,  including
us, have entered into a loss sharing agreement under which any uninsured loss is
shared by those companies who have submitted  claims under the relevant  policy.
We believe 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 2005,  we paid premiums of  approximately  $1.3 million for policies
Tall Pines provided or EWI RE, Inc. brokered.  This amount principally  included
payments for reinsurance and insurance premiums paid to unrelated third parties,
but also  included  commissions  paid to Tall Pines and EWI RE, Inc.  Tall Pines
purchases reinsurance for substantially all of the risks it underwrites.  In our
opinion,  the  amounts  that  we  paid  for  these  insurance  policies  and the
allocation among us and our related entities of relative  insurance premiums are
reasonable  and at least as  favorable  to those we or they could have  obtained
through  unrelated   insurance  companies  or  brokers.  We  expect  that  these
relationships with Tall Pines and EWI RE, Inc. will continue in 2006.

Tax  Matters.  We  and  our  qualifying  subsidiaries  are  members  of the
consolidated  U.S.  federal tax return of which  Contran is the parent  company,
which we refer to as the  "Contran  Tax  Group." As a member of the  Contran Tax
Group and  pursuant to certain tax sharing  agreements,  each of the members 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 tax
sharing agreements and using tax elections made by Contran,  each of the parties
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 respective tax sharing  agreement.
We and our qualifying  subsidiaries  are also a part of consolidated tax returns
filed  by  Contran  in  certain  U.S.  state  jurisdictions.  The  terms  of the
applicable  tax  sharing  agreements  also  apply  to  state  payments  to these
jurisdictions.

Under  applicable law, we, as well as every other member of the Contran Tax
Group,  are each jointly and severally  liable for the aggregate  federal income
tax liability of Contran and the other  companies  included in the group for all
periods  in which we are  included  in the group.  NL has  agreed,  however,  to
indemnify  us for any  liability  for income  taxes of the  Contran Tax Group in
excess of our tax  liability  previously  computed and paid by us in  accordance
with the tax allocation policy.

Under certain circumstances, tax regulations could require Contran to treat
items  differently  than we would have treated  them on a stand alone basis.  In
such instances, accounting principles generally accepted in the United States of
America require us to conform to Contran's tax elections.  In 2005,  pursuant to
our tax sharing  agreement with NL and Contran,  we paid NL  approximately  $3.5
million in cash.

Simmons Family  Matters.  In addition to the services he provides under our
ISA with  Contran as discussed  under  "--Intercorporate  Services  Agreements,"
certain family members of Harold C. Simmons also provide  services to us and our
subsidiaries  pursuant to this ISA. In 2005,  Glenn R.  Simmons,  the brother of
Harold C. Simmons,  and James C. Epstein,  the  son-in-law of Harold C. Simmons,
provided certain executive and risk management services, respectively, to us and
our  subsidiaries  pursuant  to this  ISA.  The  portion  of the fees we and our
subsidiaries  paid to Contran in 2005  pursuant to this ISA for the  services of
each of Messrs. Glenn Simmons and Epstein was $35,300 and $17,500, respectively.
We and our subsidiaries expect to pay Contran similar amounts for these services
in 2006. Mr. Glenn Simmons also received  additional  aggregate  compensation of
approximately  $38,800 in cash and stock from us for his  services as a director
of ours for 2005 and is expected to continue to receive similar compensation for
2006. In 2005, he also realized  approximately $5,000 from the exercise of stock
options we had granted him.

Law Firm  Relationship.  Contran and its related  entities,  including  us,
engaged  and  paid in 2005 to  Rogers &  Hardin,  LLP,  a law firm of which  our
director Edward J. Hardin is a partner, in the aggregate  approximately $455,000
in fees and  expenses  for legal  services  Rogers & Hardin LLP rendered to such
entities.  The aggregate amount paid includes approximately $165,000 in fees and
expenses  that we  paid in 2005 to  Rogers  &  Hardin,  LLP for  legal  services
rendered to us. We presently  expect,  and understand that Contran and its other
affiliates presently expect, to continue their relationship with Rogers & Hardin
LLP in 2006.

PERFORMANCE GRAPH

Set  forth  below  is a line  graph  comparing  the  yearly  change  in the
cumulative  total  stockholder  return on our class A common  stock  against the
cumulative   total  return  of  the  Russell  2000  Index  and  an  index  of  a
self-selected  peer  group of  companies  for the  period of five  fiscal  years
commencing  December 31, 2000 and ending  December 31, 2005.  The  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 graph shows the value at
December  31 of each  year  assuming  an  original  investment  of $100  and the
reinvestment of dividends.

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

[PERFORMANCE GRAPH OMITTED]
December 31,
-------------------------------------------------------------------
2000         2001        2002         2003        2004         2005
----         ----        ----         ----        ----         ----

CompX International Inc.................       $100         $ 151     $  102        $  80       $  208      $  208

Russell 2000 Index......................        100           102         81          120          142         148

Self-Selected Peer Group Index..........        100           131        117          126          158         142

AUDIT COMMITTEE REPORT

Our  audit  committee  of the  board of  directors  is  comprised  of three
directors and operates under a written  amended and restated  charter adopted by
the board of directors. All members of our 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 amended and restated  audit
committee  charter  is  attached  as  Exhibit  A to this  statement  and is also
available  on our  website  at  www.compx.com  under  the  corporate  governance
section.

Our  management  is  responsible  for,  among other  things,  preparing its
consolidated  financial  statements in  accordance  with  accounting  principles
generally accepted in the United States of America, or "GAAP,"  establishing and
maintaining  internal control over financial reporting (as defined in Securities
Exchange Act Rule 13a-15(f)) and evaluating the  effectiveness  of such internal
control over financial reporting.  Our independent  registered public accounting
firm is  responsible  for  auditing our  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 the financial
statements  with GAAP.  Our audit  committee  assists the board of  directors in
fulfilling its  responsibility  to oversee  management's  implementation  of our
financial reporting process. In its oversight role, our audit committee reviewed
and discussed the audited financial statements with management and with PwC, our
independent registered public accounting firm for 2005. Our audit committee also
reviewed and discussed internal control over financial reporting with management
and with PwC.

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

Based upon the foregoing considerations, our audit committee recommended to
the board of directors that our audited financial  statements be included in our
2005 Annual Report on Form 10-K for filing with the SEC.

Members  of our  audit  committee  of the board of  directors  respectfully
submit the foregoing report.

Keith R. Coogan                             Paul M. Bass, Jr.                       Ann Manix
Chairman of our Audit Committee             Member of our Audit Committee           Member of our Audit Committee

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS

Independent   Registered   Public   Accounting  Firm.  PwC  served  as  our
independent  registered  public  accounting firm for the year ended December 31,
2005.  Our audit  committee has appointed PwC to review our quarterly  unaudited
consolidated  financial  statements to be included in our  Quarterly  Reports on
Form 10-Q for the first three quarters of 2006. We expect PwC will be considered
for appointment to audit our annual  consolidated  financial  statements for the
year ending December 31, 2006. Representatives of PwC are not expected to attend
the annual meeting.

Fees Paid to  PricewaterhouseCoopers  LLP.  The  following  table shows the
aggregate fees that our audit  committee has authorized and PwC has billed or is
expected to bill to us for services rendered for 2004 and 2005. Additional audit
fees for 2005 may  subsequently be authorized and paid to PwC, in which case the
amounts  disclosed  below for fees  paid to PwC for 2005  would be  adjusted  to
reflect such additional  payments in our proxy statement relating to next year's
annual stockholder  meeting. In this regard, the audit fees shown below for 2004
have been adjusted from amounts disclosed in our proxy statement for last year's
annual stockholder meeting.

Type of Fees                   2004         2005
------------                   ----         ----

Audit Fees (1).......................    $   896,337  $   717,089
Audit-Related Fees (2)...............         71,961        6,050
Tax Fees (3).........................         13,322       23,952
All Other Fees (4)...................         10,577          -0-

Total................................    $   992,197  $   747,091

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

(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 based on the scope
required for our parent  companies to report on their internal control
over financial reporting;
(b)  reviews of the unaudited quarterly financial  statements  appearing in
Forms 10-Q for each of the first three quarters of each year;
(c)  consents and assistance with  registration  statements  filed with the
SEC;
(d)  normally provided  statutory or regulatory  filings or engagements for
each year; and
(e)  the  estimated  out-of-pocket  costs PwC incurred in providing  all of
such services for which PwC is reimbursed.

(2)  Fees for assurance and related services  reasonably related to the audit or
review of  financial  statements  for each year.  These  services  included
employee benefit plan audits,  accounting consultations and attest services
concerning   financial   accounting  and  reporting  standards  and  advice
concerning internal controls.

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

(4)  Fees for all services not described in the other categories.  For 2004, the
disclosed fees include fees for  consultations  relative to the disposition
of our Thomas  Regout  operations  in Europe and research  and  development
claims.

Preapproval  Policies and  Procedures.  For the purpose of maintaining  the
independence of our independent  registered  public  accounting  firm, our audit
committee has adopted  policies and procedures for the  preapproval of audit and
permitted non-audit services the firm provides to us or any of our subsidiaries.
We may not engage the firm to render any audit or  permitted  non-audit  service
unless the service is approved in advance by our audit committee pursuant to the
committee's  amended and restated  preapproval  policies and procedures that the
committee approved on February 23, 2005. Pursuant to the policy:

o    the committee must specifically  preapprove,  among other things,  the
engagement of our independent  registered  public  accounting firm for
audits and  quarterly  reviews of our financial  statements,  services
associated with certain  regulatory  filings,  including the filing of
registration  statements  with the SEC, and services  associated  with
potential business acquisitions and dispositions involving us; and

o    for  certain  categories  of  permitted   non-audit  services  of  our
independent  registered  public  accounting  firm,  the  committee may
preapprove  limits on the aggregate  fees in any calendar year without
specific approval of the service.

These permitted non-audit services include:

o    audit services,  such as certain  consultations  regarding  accounting
treatments or interpretations  and assistance in responding to certain
SEC comment letters;

o    audit-related  services, such as certain other consultations regarding
accounting  treatments  or  interpretations,   employee  benefit  plan
audits, due diligence and control reviews;

o    tax services, such as tax compliance and consulting, transfer pricing,
customs and duties and expatriate tax services; and

o    other permitted non-audit services,  such as assistance with corporate
governance  matters and filing documents in foreign  jurisdictions not
involving the practice of law.

Pursuant to the  policy,  our audit  committee  has  delegated  preapproval
authority to the  chairman of the  committee or his designee to approve any fees
in excess of the annual  preapproved  limits for these  categories  of permitted
non-audit  services  provided by our independent  registered  public  accounting
firm.  The  chairman  must report any action  taken  pursuant to this  delegated
authority at the next meeting of the committee.

For 2005, our audit committee preapproved all PwC's services provided to us
or  any of  our  subsidiaries  in  compliance  with  the  amended  and  restated
preapproval  policies  and  procedures  without  the use of the SEC's de minimis
exception to such preapproval requirement.

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.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2007 ANNUAL MEETING

Stockholders  may submit  proposals on matters  appropriate for stockholder
action at our annual stockholder meetings,  consistent with rules adopted by the
SEC. We must  receive  such  proposals  not later than  December  12, 2006 to be
considered for inclusion in the proxy  statement and form of proxy card relating
to the annual  meeting of  stockholders  in 2007.  Our 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 our books, the number of
shares  of our  class A 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 our stockholders. Our 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 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, our management has recommended
director  nominees to the board of  directors.  Because  under the NYSE  listing
standards  we may be deemed to be a controlled  company,  the board of directors
believes that 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 2007 annual
meeting  of  stockholders  but not  included  in the  proxy  statement  for such
meeting, our bylaws require that the proposal or nomination must be delivered or
mailed to our principal  executive  offices in most cases no later than February
27, 2007. Proposals and nominations should be addressed to: Corporate Secretary,
CompX International  Inc., Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700,
Dallas, Texas 75240-2697.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders and other interested  parties who wish to communicate with the
board  of  directors  or its  non-management  directors  may do so  through  the
following  procedures.  Such communications not involving complaints or concerns
regarding accounting,  internal accounting controls and auditing matters related
to us  may be  sent  to  the  attention  of our  corporate  secretary  at  CompX
International Inc., Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,
Texas 75240-2697.  Provided that any such communication  relates to our business
or  affairs  and is  within  the  function  of our  board  of  directors  or its
committees,  and does not relate to insignificant or inappropriate matters, such
communications,  or summaries of such  communications,  will be forwarded to the
chairman of our audit  committee,  who also serves as the presiding  director of
our non-management and independent director meetings.

Complaints or concerns regarding  accounting,  internal accounting controls
and  auditing  matters,  which  may be made  anonymously,  should be sent to the
attention of our general counsel with a copy to our chief  financial  officer at
the same address as our corporate  secretary.  These complaints or concerns will
be  forwarded  to the  chairman  of our  audit  committee.  We will  keep  these
complaints  or concerns  confidential  and  anonymous,  to the extent  feasible,
subject to applicable law. Information  contained in such a complaint or concern
may be  summarized,  abstracted  and  aggregated  for  purposes of analysis  and
investigation.

2005 ANNUAL REPORT ON FORM 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended December
31,  2005 is included as part of the annual  report  mailed to our  stockholders
with  this  proxy  statement  and  may  also  be  accessed  on  our  website  at
www.compx.com.

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 our communications, the stockholder should notify his or
her broker.  Additionally,  we will promptly deliver a separate copy of our 2005
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 our 2005 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 11, 2006

Appendix A

COMPX INTERNATIONAL INC.

AUDIT COMMITTEE CHARTER

AMENDED AND RESTATED AUGUST 5, 2005

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

ARTICLE I.
PURPOSE

The   audit   committee   assists   the  board  of   directors'   oversight
responsibilities  relating to the financial  accounting and reporting  processes
and auditing  processes of the corporation.  The audit committee shall assist in
the oversight of:

o    the integrity of the corporation's  financial  statements and internal
control over financial reporting;

o    the corporation's compliance with legal and regulatory requirements;

o    the independent auditor's qualifications and independence; and

o    the  performance  of the  corporation's  internal  audit  function and
independent auditor.

ARTICLE II.
RELATIONSHIP WITH THE CORPORATION, MANAGEMENT AND THE INDEPENDENT AUDITOR

Management  is  responsible  for  preparing  the  corporation's   financial
statements  and  maintaining  internal  control over  financial  reporting.  The
corporation's  independent auditor is responsible for auditing the corporation's
financial  statements  and  internal  control  over  financial  reporting.   The
activities  of the audit  committee are in no way designed to supersede or alter
these traditional  responsibilities.  The corporation's  independent auditor and
management  have  more  time,  knowledge  and  detailed  information  about  the
corporation  than  do  the  audit  committee  members.  Accordingly,  the  audit
committee's  role does not  provide any  special  assurances  with regard to the
corporation's financial statements or internal control over financial reporting.
Each member of the audit committee,  in the performance of such member's duties,
will be entitled to rely in good faith upon the information,  opinions,  reports
or  statements  presented  to the audit  committee  by any of the  corporation's
officers,  employees,  agents, counsel, experts, auditors or any other person as
to matters  such  member  reasonably  believes  are within  such other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the corporation, and nothing in this charter will, or will be
deemed to,  decrease or modify in any manner  adverse to any member of the audit
committee such member's right to rely on such information,  opinions, reports or
statements.

Nothing in this charter will, or will be deemed to, adversely affect in any
manner the rights of members of the committee to indemnification and advancement
of expenses under the  corporation's  certificate of incorporation or bylaws, or
under any contract,  agreement,  arrangement or  understanding  that may benefit
such member. In addition,  notwithstanding  any other provision of this charter,
no provision of this charter will,  except to the extent  required by applicable
law,  rule or  regulation,  be  construed  to  create  any  duty,  liability  or
obligation on the part of the committee or any of its members.

ARTICLE III.
AUTHORITY AND RESOURCES

The audit  committee  shall have the authority  and resources  necessary or
appropriate  to discharge its  responsibilities.  The audit  committee  shall be
provided with full access to all books, records, facilities and personnel of the
corporation in carrying out its duties.  The audit committee shall have the sole
authority with regard to the independent  auditor as set forth in Article V, and
the authority to engage independent counsel and other advisors, as it determines
is necessary to carry out its duties. The corporation shall provide  appropriate
funding,  as the audit  committee  determines  is  necessary or  appropriate  in
carrying  out its  duties,  for the  committee  to  engage  and  compensate  the
independent auditor or legal counsel or other advisors to the committee,  and to
pay the committee's ordinary administrative expenses.

ARTICLE IV.
COMPOSITION AND MEETINGS

The board of  directors  shall set the number of directors  comprising  the
audit  committee  from time to time,  which number shall not be less than three.
The board of directors shall designate a chairperson of the audit committee. The
number of directors comprising the audit committee and the qualifications, which
members  will  all be  financially  literate  with at least  one  being an audit
committee  financial  expert,  and  independence  of each  member  of the  audit
committee shall at all times satisfy all applicable requirements, regulations or
laws,  including,  without  limitation,  the rules of any  exchange  or national
securities association on which the corporation's securities trade. Simultaneous
service  on more than  three  non-affiliated  public  company  audit  committees
requires a special  determination  by the board of  directors  and, if required,
disclosure  in  the  annual  proxy  statement.  The  board  of  directors  shall
determine, in its business judgment,  whether the members of the audit committee
satisfy all such requirements, regulations or laws.

The audit  committee  shall meet at least  quarterly  and as  circumstances
dictate.  Regular  meetings of the audit  committee  may be held with or without
prior  notice  at such  time and at such  place as  shall  from  time to time be
determined by the chairperson of the audit committee,  any of the  corporation's
executive officers or the secretary of the corporation.  Special meetings of the
audit  committee  may be called by or at the  request of any member of the audit
committee,  any of the corporation's  executive  officers,  the secretary of the
corporation or the  independent  auditor,  in each case on at least  twenty-four
hours notice to each member.

A majority of the audit committee members shall constitute a quorum for the
transaction of the audit  committee's  business.  The audit  committee shall act
upon the vote of a majority of its  members at a duly called  meeting at which a
quorum is present.  Any action of the audit  committee may be taken by a written
instrument signed by all of the members of the audit committee.  Meetings of the
audit committee may be held at such place or places as the audit committee shall
determine or as may be specified or fixed in the respective  notice or waiver of
notice for a meeting.  Members of the audit  committee may  participate in audit
committee proceedings by means of conference telephone or similar communications
equipment by means of which all persons  participating  in the  proceedings  can
hear each other, and such participation  shall constitute  presence in person at
such proceedings.

The audit committee may invite to its meetings any director,  any member of
management  of the  corporation  and any other persons it deems  appropriate  in
order to carry out its  responsibilities.  The audit  committee may also exclude
from its  meetings  any persons it deems  appropriate  in order to carry out its
responsibilities.

ARTICLE V.
RESPONSIBILITIES

To fulfill its  responsibilities,  the audit  committee  shall  perform the
following activities.

Financial Statements and Disclosures

o    Review  and  discuss  the   corporation's   annual  audited  financial
statements  and  quarterly   unaudited   financial   statements   with
management and the independent auditor, and the corporation's  related
disclosure  under  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" prior to the annual and quarterly
financial  statements being filed in the corporation's  Forms 10-K and
Forms 10-Q, as applicable.

o    Review and discuss the  corporation's  internal control over financial
reporting with management and the independent  auditor,  including the
corporation's  annual audited  management  report on internal  control
over financial  reporting,  and the corporation's  related  disclosure
under "Disclosure Controls and Procedures."

o    Ascertain from officers signing  certifications  whether there existed
any fraud or any significant  deficiencies  or material  weaknesses in
the corporation's internal control over financial reporting.

o    Recommend to the board of directors, if appropriate,  that the audited
financial statements be included in the corporation's Annual Report on
Form  10-K  to  be  filed  with  the  U.S.   Securities  and  Exchange
Commission.

o    Generally  discuss  (i.e., a discussion of the types of information to
be disclosed and the type of  presentation to be made) with management
and the independent  auditor, as appropriate,  earnings press releases
and financial  information and earnings  guidance provided to analysts
and rating  agencies.  The audit committee need not discuss in advance
each earnings  release or each instance in which the  corporation  may
provide earnings guidance.

o    Prepare  such  reports of the audit  committee  for the  corporation's
public disclosure documents as applicable requirements, regulations or
laws may require from time to time, which includes the audit committee
report as required by the U.S.  Securities and Exchange  Commission to
be included in the corporation's annual proxy statement.

o    Review significant accounting, reporting or auditing issues, including
recent   professional  and  regulatory   pronouncements   or  proposed
pronouncements,  and  understand  their  impact  on the  corporation's
financial statements and internal control over financial reporting.

Independent Auditor

o    Appoint,  compensate,  retain and oversee (including the resolution of
disagreements between management and the independent auditor regarding
financial reporting or internal control over financial  reporting) the
work of any  independent  auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest
services for the corporation.

o    Provide  that the  independent  auditor  report  directly to the audit
committee.

o    Annually review the  qualifications,  independence  and performance of
the independent auditor, including an evaluation of the lead partner

o    Receive such reports and communications  from the independent  auditor
and take such actions as are required by auditing standards  generally
accepted in the United States of America or  applicable  requirements,
regulations  or  laws,  including,  to the  extent  so  required,  the
following:

o    prior  to the  annual  audit,  review  with  management  and  the
independent  auditor the scope and approach of the annual  audits
of the  corporation's  financial  statements and internal control
over financial reporting;

o    review any changes in the independent  auditor's scope during the
audit, and after the annual audit, review with management and the
independent  auditor  the  independent  auditor's  reports on the
results of the annual audit;

o    review  with  the  independent  auditor  any  audit  problems  or
difficulties and management's response;

o    review  with the  independent  auditor  prior to filing the audit
report  with the U.S.  Securities  and  Exchange  Commission  the
matters  required to be discussed by the  Statement on Accounting
Standards 61, as amended, supplemented or superseded; and

o    at least annually,  obtain and review a report by the independent
auditor describing:

o    the   independent   auditor's   internal   quality   control
procedures;

o    any  material  issues  raised  by the most  recent  internal
quality control review,  or peer review,  of the independent
auditor or by any inquiry or  investigation  by governmental
or  professional  authorities,  within  the  preceding  five
years,  with  respect  to one  or  more  independent  audits
carried out by the independent  auditor, and any steps taken
to deal with any such issues; and

o    all  relationships  between the independent  auditor and the
corporation  in order to assess the auditor's  independence,
including the written  disclosures  required by Independence
Standards  Board  Standard No. 1,  Independence  Discussions
with  Audit   Committees,   as  amended,   supplemented   or
superseded.

o    Establish   preapproval   policies  and   procedures   for  audit  and
permissible  non-audit  services provided by the independent  auditor.
The audit committee shall be responsible for the preapproval of all of
the  independent  auditor's  engagement fees and terms, as well as all
permissible  non-audit  engagements  of the  independent  auditor,  as
required by applicable  requirements,  regulations  or laws. The audit
committee  may  delegate  to  one  or  more  of its  members  who  are
independent  directors  the  authority  to  grant  such  preapprovals,
provided  the  decisions  of any  such  member  to whom  authority  is
delegated  shall be presented to the full audit  committee at its next
scheduled meeting.

o    Set clear  hiring  policies for  employees or former  employees of the
independent auditor.

o    Ensure  that  significant  findings  and  recommendations  made by the
independent  auditor are received and discussed on a timely basis with
the audit committee and management.

Other Responsibilities

o    Discuss  periodically  with  management  the  corporation's   policies
regarding risk assessment and risk management.

o    Meet separately,  periodically, with management, the internal auditors
(or other  personnel  responsible for the internal audit function) and
the independent auditor.

o    Establish  procedures  for the  receipt,  retention  and  treatment of
complaints received by the corporation regarding accounting,  internal
accounting controls or auditing matters,  including procedures for the
confidential,  anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.

o    Review  periodically  the reports and activities of the internal audit
function and the  coordination of the internal audit function with the
independent auditor.

o    Conduct an annual evaluation of its own performance.

o    Report   regularly  to  the  board  of  directors  on  its   oversight
responsibilities set forth in Article I. The report may be made orally
by the audit  committee  chairman or any other member of the committee
designated by the committee chairman.

o    Maintain  minutes or other  records of meetings and  activities of the
audit committee.

o    Review and reassess this charter periodically.  Report to the board of
directors any suggested changes to this charter.

o    Meet  periodically  with officers of the  corporation  responsible for
legal and  regulatory  compliance by the  corporation.  On at least an
annual  basis,  review with the  corporation's  tax  director  any tax
matters  that could  have a  significant  impact on the  corporation's
financial statements.

ARTICLE VI.
MISCELLANEOUS

The audit  committee  may from time to time  perform  any other  activities
consistent  with  this  charter,  the  corporation's   charter  and  bylaws  and
applicable  requirements,  regulations  or laws,  as the audit  committee or the
board of directors deems necessary or appropriate.

ADOPTED BY THE BOARD OF DIRECTORS OF 
COMPX INTERNATIONAL INC. ON AUGUST 5, 2005.

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

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 16, 2006

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 2006
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 16,
2006, 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 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  Norman S. Edelcup                   [  ]                       [  ]
04  Edward J. Hardin                    [  ]                       [  ]
05  Ann Manix                           [  ]                       [  ]
06  Glenn R. Simmons                    [  ]                       [  ]
07  Steven L. Watson                    [  ]                       [  ]

B.   Other Matters

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.

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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