SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K405/A-1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2000

Commission file number 1-13905

COMPX INTERNATIONAL INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                            57-0981653     
-------------------------------                           --------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas                 75240 - 2697      
-----------------------------------------------           --------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (972) 233-1700   
--------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class                       which registered

Class A common stock                   New York Stock Exchange
($.01 par value per share)

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

As of March 2, 2001, 5,117,280, shares of Class A common stock were outstanding.
The  aggregate  market  value of the 4.7 million  shares of voting stock held by
nonaffiliates of Valhi, Inc. as of such date approximated $50.0 million.

Documents incorporated by reference

The  information  required by Part III is  incorporated  by  reference  from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to  Regulation  14A not later  than 120 days  after the end of the  fiscal  year
covered by this report.

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  2000 as set forth  below  and in the pages  attached
hereto:

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.    
----------------------------------------------------------------

Exhibit No. 99.1, Annual Report of the CompX  Contributory  Retirement
Plan (Form  11-K) for the year ended  December  31,  2000 (filed as an
amendment to the Registrant's  Annual Report on Form 10-K for the year
ended December 31, 2000).

Exhibit No.  99.2,  Annual  Report of The 401(k) Plan of the Fort Lock
Corporation (Form 11-K) for the year ended December 31, 2000 (filed as
an amendment to the  Registrant's  Annual  Report on Form 10-K for the
year ended December 31, 2000).

SIGNATURE

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.

COMPX INTERNATIONAL INC.  
-----------------------------
(Registrant)

Dated:  June 26, 2001            By:      /s/ Stuart M. Bitting         
------------------------------
Stuart M. Bitting
Vice President, Treasurer and
Chief Financial Officer

Exhibit 99.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - For the
fiscal year ended December 31, 2000

Commission file number 1-13905

A.   Full title of the plan and the address of the plan, if different  from that
of the issuer named below:

COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

B.   Name of issuer of the securities  held pursuant to the plan and the address
of its principal executive office:

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

COMPX CONTRIBUTORY RETIREMENT PLAN

INDEX

Page

Signature Page                                                         2

Financial Statements and Supplemental Schedules
with Report of Independent Accountants                              3 - 9

Exhibit I - Consent of Independent Accountants

SIGNATURE

Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

COMPX CONTRIBUTORY RETIREMENT PLAN

By:  ADMINISTRATIVE COMMITTEE OF THE
COMPX CONTRIBUTORY RETIREMENT PLAN

By:  /s/ Stuart M. Bitting               
------------------------------------
Stuart M. Bitting
Committee Member

June 26, 2001

COMPX CONTRIBUTORY RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

December 31, 2000

with

REPORT OF INDEPENDENT ACCOUNTANTS

COMPX CONTRIBUTORY RETIREMENT PLAN

Index of Financial Statements and Supplemental Schedule

Page

Report of Independent Accountants                                   2

Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 1999 and 2000                                       3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000                                     4

Notes to Financial Statements                                    5-8

Supplemental Schedule
Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes - December 31, 2000                         9

Report of Independent Accountants

To the Administrative Committee of
CompX Contributory Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of CompX Contributory Retirement Plan (the "Plan") at December 31, 1999 and 2000
and the changes in net assets available for benefits for the year ended December
31, 2000 in conformity  with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the  Plan's  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America  which  require  that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of Schedule of
Assets Held for Investment  Purposes are presented for the purpose of additional
analysis and are not a required part of the basic  financial  statements but are
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

PricewaterhouseCoopers LLP

June 19, 2001

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 1999 and 2000

1999                2000
----                ----

Assets:

Investments at fair value ....................      $13,624,943      $13,754,694

Contributions receivable:
Employer ...................................          377,261          666,730

Participant ................................            4,639           41,469
-----------      -----------

Net assets available for benefits ........      $14,006,843      $14,462,893
===========      ===========

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2000

Additions:
Investment income:
Net depreciation in fair value

of investments ...........................................    $ (2,559,305)
Interest and dividends ....................................       1,462,947
------------

(1,096,358)
Contributions:
Employer ..................................................         423,863
Participants ..............................................         636,484
------------

1,060,347

Total additions .........................................         (36,011)
------------

Deductions:
Benefits to participants ....................................       2,064,118
Administrative expenses .....................................           1,027
------------

Total deductions ........................................       2,065,145
------------

Net decrease in net assets available for benefits .............      (2,101,156)

Transfers from The 401(K) Plan of the Fort Lock Corporation ...       2,557,206

Net assets available for benefits:
Beginning of year ...........................................      14,006,843
------------

End of year .................................................    $ 14,462,893
============

COMPX CONTRIBUTORY RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The following  description of the Compx  Contributory  Retirement
Plan (the "Plan") provides only general  information.  Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.

The Plan is a defined  contribution plan which covers eligible salaried and
hourly U.S. employees of CompX  International  Inc. (the "Employer").  Employees
are eligible to  participate in the Plan as of the first entry date, as defined,
concurrent  with or next  following the completion of one year of employment and
attaining 20 years of age. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

The Employer is a 68%-owned  subsidiary of Valhi, Inc. Valhi is a 93%-owned
subsidiary of Contran  Corporation.  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 sole trustee.
Mr. Simmons,  the Chairman of the Board and Chief  Executive  Officer of each of
Contran  and Valhi,  may be deemed to  control  each of such  companies  and the
Employer.

On December 31, 2000,  the Plan was merged with The 401(K) Plan of the Fort
Lock Corporation. At this date, all of the assets of The 401(K) Plan of the Fort
Lock Corporation were transferred to the Plan.

Contributions.  The Plan permits  participants  to defer 1% to 15% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$10,500  in 2000  (subject  to  adjustment  in future  years),  through  payroll
deductions.  The Employer's  contribution is based upon a profit-sharing formula
and the  Employer's  profit,  as defined,  during the Plan year.  The Employer's
contribution is allocated to participants'  accounts on a percentage or matching
basis relative to the  participants'  contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by  participants  who  withdraw  from the Plan.  At December  31, 1999 and 2000,
unallocated  forfeited nonvested accounts were $12,601 and $18,627 respectively.
For the year ended  December  31, 1999 there were no  forfeitures  allocated  to
participant  accounts.   For  the  year  ended  December  31,  2000  $20,615  of
forfeitures were allocated to participant accounts.

Vesting and benefits.  Salary deferrals  (including  earnings  thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination  of  employment,   retirement,  death  or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Participants'  accounts.  Participants can direct the Plan administrator to
invest, in 1% increments,  their account balance in  publicly-traded  registered
investment  companies or pooled funds  administered by Putnam  Investments or in
CompX  International  Inc.  common stock.  Below are the investment fund options
available to participants:

Putnam  Voyager Fund -  Aggressively  seeks capital  appreciation.  Invests
primarily in common stocks.

Putnam Vista Fund - Seeks capital  appreciation.  Invests primarily in
common stocks.

Putnam OTC and  Emerging  Growth  Fund - Seeks  capital  appreciation.
Invests primarily in common stocks of small- to medium-sized "emerging
growth" companies traded in the over-the-counter ("OTC") market.

Putnam  Global  Growth  Fund -  Seeks  capital  appreciation.  Invests
primarily in U.S. and non - U.S. common stocks.

The  George  Putnam  Fund of  Boston - Seeks  to  provide  a  balanced
investment  which will produce both capital growth and current income.
Invests in a diversified group of stocks and bonds.

Putnam High Yield Advantage Fund - Seeks high current income.  Invests
primarily in high-yielding, lower-rated fixed income securities.

Putnam  Diversified Income Fund - Seeks high current income consistent
with preservation of capital.  Invests  primarily in U.S.  government,
high-yield and international fixed income securities.

Putnam Stable Value Fund - This pooled fund seeks stable principal and
relatively  high current  income.  Invests  primarily in  high-quality
fixed-income investments.

Putnam  Asset  Allocation  Fund -  Growth  Portfolio  - Seeks  capital
appreciation. Invests in both stocks and bonds.

Putnam  Asset  Allocation  Fund -  Balanced  Portfolio  - Seeks  total
return. Invests in both stocks and bonds.

Putnam  S&P 500  Index  Fund - Seeks to  mirror  the  performance  and
composition of Standard & Poor's 500 Composite Index.

Equity  Income  Fund - seeks to provide  current  income by  investing
primarily  in  Diversified   Portfolio  of  income   producing  equity
securities.

Putnam International Growth Fund - Seeks capital appreciation. Invests
in growth and value stocks outside of the United States.

Putnam Asset  Allocation  Fund - Conservative  Portfolio - Seeks total
return with preservation of capital. Invests in both stocks and bonds.

Company Stock Fund - Invests in CompX International Inc. common stock.

The above fund descriptions provide only general information.  Participants
should refer to the Prospectus of each fund for a more complete description.

In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants,  as permitted by the Plan. These loans, which are secured
by the balance in the participant's account, bear interest at rates ranging from
7.0% to 10.5% and mature through 2009.

Plan termination.  The Employer has the right under the Plan to discontinue
its  contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA.  In the event the Plan is  terminated,  the accounts of all
participants will become fully vested.

Basis of accounting.  The financial  statements of the Plan are prepared in
accordance with accounting  principles  generally accepted in the United States.
Valuation of investments is more fully described in Note 2.

Management estimates. The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets,  liabilities,   and  changes  therein,  and  disclosure  of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.

Risk and uncertainties. The Plan provides for various investment options in
a variety of stocks,  bonds,  fixed income  securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of  administering  the Plan.  The Plan  provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 2000 administrative expenses.

Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified  plan under Section  401(a) and Section 401(k) of the Internal
Revenue Code, and is therefore exempt from federal income taxes under provisions
of Section 501(a) of the Code.

Note 2 - Investments:

General.  The  assets  of the  Plan are  held  and the  related  investment
transactions  are  executed by Putnam  Fiduciary  Trust  Company as trustee (the
"Trustee")  of the CompX  Master  401(k)  Plan  Trust (the  "Trust").  The Trust
invests in  publicly-traded  registered  investment  companies  or pooled  funds
administered by Putnam  Investments and CompX  International,  Inc. common stock
(see Note 1). The Plan's  investments  are stated at fair value  based on quoted
market prices and net appreciation  (depreciation)  for the year is reflected in
the Plan's statement of changes in net assets  available for plan benefits.  The
net  appreciation  (depreciation)  consists  of  realized  gains or  losses  and
unrealized appreciation or depreciation on investments.

The following presents  investments that represent 5 percent or more of the
Plan's net assets at year end:

December 31,
1999             2000
----             ----

Putnam Voyager Fund ..........................       $4,474,486       $     --   

Putnam Vista Fund ............................       $3,305,917       $     --   

Putnam Stable Value Fund
(pooled fund) ...............................       $2,466,267       $2,719,778

Putnam Diversified Income Fund ...............       $  777,536       $     --   

Putnam Voyager Fund (class Y shares) .........       $     --         $3,831,317

Putnam Vista Fund (class Y shares) ...........       $     --         $3,327,830

COMPX CONTRIBUTORY RETIREMENT PLAN

SCHEDULE H, line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 2000

Fair
value

*Putnam Funds:

Voyager Fund - Class Y .......................................     $ 3,831,317
Vista Fund - Class Y .........................................       3,327,830
Stable Value Fund (Common/Collective Trust) ..................       2,719,778
Diversified Income Fund - Class Y ............................         716,646
George Putnam Fund of Boston - Class Y .......................         564,989
OTC and Emerging Growth Fund - Class Y .......................         501,423
Global Growth Fund - Class Y .................................         433,090
S&P 500 Index Fund (Common/Collective Trust) .................         401,758
Equity Income Fund - Class Y .................................         268,185
International Growth Fund - Class Y ..........................         114,578
Asset Allocation Fund - Growth Portfolio - Class Y ...........          34,492
Asset Allocation Fund - Conservative Portfolio -
Class Y .....................................................          32,469
High Yield Advantage Fund - Class Y ..........................          16,704
Asset Allocation Fund - Balanced Portfolio -
Class Y .....................................................          16,384

*CompX International Inc. common stock ......         114,113

*Loans to participants (with interest rates from
7% to 10.5%), mature through 2009 ............................         660,938
-----------

$13,754,694
===========

* party in interest

EXHIBIT 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (File No.  333-56163) of CompX  International  Inc. of our
report  dated  June  19,  2001,   relating  to  the  financial   statements  and
supplementary schedule of the CompX Contributory  Retirement Plan, which appears
in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 26, 2001

Exhibit 99.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - For the
fiscal year ended December 31, 2000

Commission file number 1-13905

A.   Full title of the plan and the address of the plan, if different  from that
of the issuer named below:

THE 401(K) PLAN OF THE FORT LOCK CORPORATION
3000 North River Road
River Grove, Illinois 60171

B.   Name of issuer of the securities  held pursuant to the plan and the address
of its principal executive office:

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

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

INDEX

Page

Signature Page                                                      2

Financial Statements with Report of Independent Accountants        3 - 8

Exhibit I - Consent of Independent Accountants

SIGNATURE

Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

By:  ADMINISTRATIVE COMMITTEE OF
THE 401(K) PLAN OF THE FORT LOCK CORPORATION

By:   /s/ Stuart M. Bitting                
-------------------------------------
Stuart M. Bitting
Committee Member

June 26, 2001

THE 401(K) PLAN OF THE
FORT LOCK CORPORATION

FINANCIAL STATEMENTS

December 31, 2000

with

REPORT OF INDEPENDENT ACCOUNTANTS

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

Index of Financial Statements

Page

Report of Independent Accountants                                     2

Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 1999 and 2000                                         3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000                                       4

Notes to Financial Statements                                     5-8

Report of Independent Accountants

To the Administrative Committee of
The 401(K) Plan of the Fort Lock Corporation

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of The 401(K) Plan of the Fort Lock  Corporation  (the  "Plan") at December  31,
1999 and 2000 and the changes in net assets  available for benefits for the year
ended  December 31, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility  of the Plan's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United  States of America which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

PricewaterhouseCoopers LLP

June 19, 2001

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 1999 and 2000

1999            2000
----            ----

Assets:

Investments at fair value ........................        $2,019,618        $--  

Contribution receivable -
employer ........................................           245,606         --
----------        ----

Net assets available for benefits ..............        $2,265,224        $--
==========        ====

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2000

Additions:
Investment income:
Net depreciation in fair value

of investments .........................................       $  (487,712)
Interest and dividends ..................................           178,130
-----------

(309,582)
Contributions:
Employer ................................................           242,867
Participants ............................................           481,605
-----------

724,472

Total additions .......................................           414,890

Deductions:
Benefits to participants ..................................           122,343
Administrative expenses ...................................               565
-----------

Total deductions ......................................           122,908
-----------

Net increase in net assets available for benefits ...........           291,982

Transfers to CompX Contributory Retirement Plan .............        (2,557,206)

Net assets available for benefits:
Beginning of year .........................................         2,265,224
-----------

End of year ...............................................       $      --
===========

THE 401(K) PLAN OF THE FORT LOCK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The  following  description  of The 401(K)  Plan of the Fort Lock
Corporation (the "Plan"), provides only general information. Participants should
refer  to the Plan  agreement  for a more  complete  description  of the  Plan's
provisions.

The Plan is a defined  contribution plan which covers eligible salaried and
hourly U.S.  employees of Fort Lock Corporation (the "Employer").  Employees are
eligible to  participate  in the Plan as of the first  entry  date,  as defined,
concurrent  with or next  following the completion of one year of employment and
attaining 20 years of age. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

The Employer is a 100% wholly-owned subsidiary of CompX International Inc.,
which is a 68%-owned  subsidiary of Valhi, Inc. Valhi is a 93%-owned  subsidiary
of Contran Corporation.  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 sole trustee.  Mr.
Simmons,  the  Chairman  of the  Board and Chief  Executive  Officer  of each of
Contran  and Valhi,  may be deemed to  control  each of such  companies  and the
Employer.

On  December  31,  2000,  the Plan was merged  with the CompX  Contributory
Retirement Plan and the Plan's assets were transferred to the CompX Contributory
Retirement  Plan.  The  individual   accounts  of  all  Plan  participants  were
transferred  at this date with all salary  deferrals  and vesting  substantially
carried over into the CompX Contributory Retirement Plan.

Contributions.  The Plan permits  participants  to defer 1% to 15% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$10,500  in 2000  (subject  to  adjustment  in future  years),  through  payroll
deductions.  The Employer's  contribution is based upon a profit-sharing formula
and the Employer's  profit, as defined,  during the Plan year. Prior to February
1,  1999,  the  Plan  provided  for a  discretionary  Employer  match  that  was
determined  by the Company prior to the beginning of the Plan year and could not
exceed  1.25%  of  compensation   (as  defined  in  the  Plan).  The  Employer's
contribution is allocated to participants'  accounts on a percentage or matching
basis relative to the  participants'  contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by  participants  who  withdraw  from the Plan.  At December  31, 1999 and 2000,
unallocated  forfeited nonvested accounts were $5,126 and nil respectively.  For
the years ended December 31, 1999 and 2000 there were no  forfeitures  allocated
to participant accounts.

Vesting and benefits.  Salary deferrals  (including  earnings  thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination  of  employment,   retirement,  death  or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Participants'  accounts.  Prior to February  25, 1999,  participants  could
direct  the  Plan  administrator  to  invest,  in  5%  increments  (minimum  10%
investment),   their   account   balances  in  pooled  funds   administered   by
Massachusetts  Mutual Life  Insurance  Company  ("MassMutual").  Balances in the
MassMutual  funds were  liquidated on February 25, 2000 and  transferred  to the
Putnam funds described below. The MassMutual investment options were:

Balanced Fund. Money invested in common stocks,  publicly-traded  bonds and
cash.  The  percentage  invested in these  assets will very  according to market
conditions to enhance returns and minimize risk.

Core Equity Fund.  Money invested mostly in common stocks.

Guaranteed Interest Fund. Money invested in MassMutual's general portfolio.
This money will receive a rate of interest set by MassMutual at the start of the
year.

Small Company Fund.  Money invested mostly in common stocks of corporations
with small market capitalization.

Effective February 1, 1999 participants could no longer invest in the above
four  options,  but  could  direct  the  Plan  administrator  to  invest,  in 1%
increments,  their  account  balance in  publicly-traded  registered  investment
companies  or  pooled  funds  administered  by  Putnam  Investments  or in CompX
International Inc. common stock. Below are the investment fund options available
to participants beginning February 1, 1999:

Putnam Voyager Fund - Aggressively seeks capital appreciation. Invests
primarily in common stocks.

Putnam Vista Fund - Seeks capital  appreciation.  Invests primarily in
common stocks.

Putnam OTC and  Emerging  Growth  Fund - Seeks  capital  appreciation.
Invests primarily in common stocks of small- to medium-sized "emerging
growth" companies traded in the over-the-counter ("OTC") market.

Putnam  Global  Growth  Fund -  Seeks  capital  appreciation.  Invests
primarily in U.S. and non - U.S. common stocks.

The  George  Putnam  Fund of  Boston - Seeks  to  provide  a  balanced
investment  which will produce both capital growth and current income.
Invests in a diversified group of stocks and bonds.

Putnam High Yield Advantage Fund - Seeks high current income.  Invests
primarily in high-yielding, lower-rated fixed income securities.

Putnam  Diversified Income Fund - Seeks high current income consistent
with preservation of capital.  Invests  primarily in U.S.  government,
high-yield and international fixed income securities.

Putnam Stable Value Fund - This pooled fund seeks stable principal and
relatively  high current  income.  Invests  primarily in  high-quality
fixed-income investments.

Putnam  Asset  Allocation  Fund -  Growth  Portfolio  - Seeks  capital
appreciation. Invests in both stocks and bonds.

Putnam  Asset  Allocation  Fund -  Balanced  Portfolio  - Seeks  total
return. Invests in both stocks and bonds.

Putnam  S&P 500  Index  Fund - Seeks to  mirror  the  performance  and
composition of Standard & Poor's 500 Composite Index.

Putnam International Growth Fund - Seeks capital appreciation. Invests
in growth and value stocks outside of the United States.

Equity  Income  Fund - Seeks to provide  current  income by  investing
primarily  in  Diversified  Portfolio  of  income -  producing  equity
securities.

Putnam Asset  Allocation  Fund - Conservative  Portfolio - Seeks total
return with preservation of capital. Invests in both stocks and bonds.

Company Stock Fund - Invests in CompX International Inc. common stock.

The  above  fund  descriptions   provide  only  general   information.
Participants  should refer to the  Prospectus  of each fund for a more
complete description.

In addition to the Putnam Funds or MassMutual  funds prior to February
25,  1999,  a "Loan  Fund"  was  maintained  to  account  for loans to
participants, as permitted by the Plan. These loans, which are secured
by the balance in the  participant's  account,  bear interest at rates
ranging from 8.75% to 10.5% and mature through 2006.

Plan  termination.  The  Employer  has the  right  under  the  Plan to
discontinue its  contributions  at any time and to terminate the Plan,
in compliance  with the provisions of ERISA.  In the event the Plan is
terminated, the accounts of all participants will become fully vested.

Basis of accounting. The financial statements of the Plan are prepared
in accordance with  accounting  principles  generally  accepted in the
United States.  Valuation of  investments  is more fully  described in
Note 2.

Management estimates. The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets,  liabilities,   and  changes  therein,  and  disclosure  of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.

Risk and uncertainties. The Plan provides for various investment options in
a variety of stocks,  bonds,  fixed income  securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of  administering  the Plan.  The Plan  provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 2000 administrative expenses.

Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified  plan under Section  401(a) and Section 401(k) of the Internal
Revenue Code (the  "Code"),  and is therefore  exempt from federal  income taxes
under  provisions of Section  501(a) of the Code.  The Plan has been amended and
restated (effective February 1, 1999) since receiving the determination  letter.
However,  the Plan  administrator  believes  that the  Plan is  designed  and is
currently being operated in compliance with applicable requirements of the Code.

Note 2 - Investments:

General.  The  assets  of the Plan  were  held and the  related  investment
transactions  were  executed by  MassMutual  until  February  1999.  Starting in
February 1999 the assets of the plan were  transferred to Putnam Fiduciary Trust
Company as trustee (the  "Trustee") of the Fort Lock  Corporation  Master 401(k)
Plan Trust (the "Trust").  The related  transactions  are now executed by Putnam
Fiduciary  Trust  Company.  The  Trust  invests  in  publicly-traded  registered
investment  companies or pooled funds  administered  by Putnam  Investments  and
CompX International,  Inc. common stock (see Note 1). The Plan's investments are
stated  at fair  value  based  on  quoted  market  prices  and net  appreciation
(depreciation)  for the year is reflected in the Plan's  statement of changes in
net assets  available for plan  benefits.  The net  appreciation  (depreciation)
consists of realized gains or losses and unrealized appreciation or depreciation
on investments.

The following presents  investments that represent 5 percent or more of the
Plan's net assets at year end:

December 31,
1999          2000
----          ----

Putnam Stable Value Fund (pooled fund) ..............        $574,578        $-- 

Putnam S&P 500 Index Fund
(pooled fund) ......................................        $292,234        $-- 

Putnam Equity Income Fund ...........................        $304,659        $-- 

Putnam OTC and Emerging
Growth Fund ........................................        $385,783        $-- 

Putnam Voyager Fund .................................        $175,318        $-- 

Putnam The George Putnam
Fund of Boston .....................................        $115,888        $-- 

EXHIBIT 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (File No.  333-74821) of CompX  International  Inc. of our
report dated June 19, 2001,  relating to the financial  statements of The 401(K)
Plan of the Fort Lock Corporation, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 26, 2001