SCHEDULE 14A INFORMATION
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        [   ]  Confidential, for Use of
[ X ]  Definitive Proxy Statement                the  Commission  Only (as 
[   ]  Definitive Additional Materials           permitted by Rule 14a-6(e)(2))
[   ]  Soliciting Materials Pursuant to Section 240.14a-11(c) or 
Section 240.14a-12

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

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

Payment of Filing Fee (Check the appropriate box):

[ X ]    No fee required.

[   ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 0-11.

1)       Title  of  each  class  of  securities  to  which  transaction
applies:

2)       Aggregate number of securities to which transaction applies:

3)       Per  unit  price  or other  underlying  value  of  transaction
computed  pursuant to Exchange Act Rule 0-11 (Set forth amount
on which the  filing  fee is  calculated  and state how it was
determined):

4)       Proposed maximum aggregate value of transaction:

5)       Total fee paid:

[   ]    Fee paid previously with preliminary materials.

[   ]    Check box if any part of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
was paid  previously.  Identify  the  previous  filing by  registration
statement number, or the Form or Schedule and the date of its filing.

1)       Amount Previously Paid:

2)       Form, Schedule or Registration Statement No.:

3)       Filing Party:

4)       Date Filed:

[LOGO GOES HERE]

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

March 31, 2003

To Our Stockholders:

You are  cordially  invited  to  attend  the  2003  Annual  Meeting  of
Stockholders of CompX  International Inc., which will be held on Monday, May 19,
2003, at 1:30 p.m.,  local time, at CompX's  corporate  offices at Three Lincoln
Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas. The matters to be acted
upon at the meeting are  described in the attached  Notice of Annual  Meeting of
Stockholders and Proxy Statement.

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

Sincerely,

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

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 19, 2003

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY  GIVEN that the 2003  Annual  Meeting of  Stockholders
(the "Meeting") of CompX International Inc., a Delaware  corporation  ("CompX"),
will be held on Monday,  May 19,  2003,  at 1:30 p.m.,  local  time,  at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas for the following purposes:

(1)      To elect  seven  directors  to  serve  until  the 2004  Annual
Meeting of  Stockholders  and until their  successors are duly
elected and qualified or their earlier removal, resignation or
death; and

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

The board of  directors of CompX set the close of business on March 24,
2003 as the record date (the  "Record  Date") for the  Meeting.  Only holders of
CompX's  class A common  stock,  par value  $0.01 per share,  and class B common
stock,  par value  $0.01 per share,  at the close of business on the Record Date
are entitled to notice of, and to vote at, the Meeting.  CompX's stock  transfer
books  will  not be  closed  following  the  Record  Date.  A  complete  list of
stockholders  entitled to vote at the Meeting will be available for  examination
during normal business hours by any stockholder of CompX,  for purposes  related
to the Meeting, for a period of ten days prior to the Meeting at the place where
CompX will hold the Meeting.

You are  cordially  invited to attend the  Meeting.  Whether or not you
plan to  attend  the  Meeting  in  person,  please  complete,  date and sign the
accompanying proxy card or voting instruction form and return it promptly in the
enclosed  envelope  to ensure  that your  shares  are  represented  and voted in
accordance  with  your  wishes.  You may  revoke  your  proxy by  following  the
procedures set forth in the accompanying proxy statement. If you choose, you may
still vote in person at the Meeting even though you  previously  submitted  your
proxy.

By Order of the Board of Directors,

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

Dallas, Texas
March 31, 2003

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

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

PROXY STATEMENT

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

GENERAL INFORMATION

This  proxy  statement  and  the  accompanying  proxy  card  or  voting
instruction  form are being  furnished in connection  with the  solicitation  of
proxies by and on behalf of the board of directors (the "Board of Directors") of
CompX International Inc., a Delaware corporation ("CompX"),  for use at the 2003
Annual Meeting of Stockholders  of CompX to be held on Monday,  May 19, 2003 and
at any adjournment or postponement  thereof (the  "Meeting").  The  accompanying
Notice of Annual  Meeting of  Stockholders  (the  "Notice") sets forth the time,
place and  purposes  of the  Meeting.  The  Notice,  this proxy  statement,  the
accompanying  proxy card or voting instruction form and CompX's Annual Report to
Stockholders,  which includes  CompX's Annual Report on Form 10-K for the fiscal
year ended  December 31, 2002 (the "Annual  Report"),  are first being mailed to
the holders of CompX's class A common  stock,  par value $0.01 per share ("CompX
Class A Common  Stock"),  and CompX's class B common stock,  par value $0.01 per
share  ("CompX  Class B Common  Stock" and  collectively  with the CompX Class A
Common Stock,  the "CompX  Common  Stock"),  on or about April 9, 2003.  CompX's
principal  executive  offices  are  located at Three  Lincoln  Centre,  5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697.

QUORUM, VOTING RIGHTS AND PROXY SOLICITATION

The record date set by the Board of Directors for the  determination of
stockholders  entitled  to notice of and to vote at the Meeting was the close of
business on March 24, 2003 (the "Record  Date").  As of the Record  Date,  there
were  5,115,780  shares of CompX Class A Common Stock and  10,000,000  shares of
CompX Class B Common Stock issued and  outstanding.  Each share of CompX Class A
Common  Stock  entitles  its holder to one vote on all matters to be acted on at
the Meeting. Each share of CompX Class B Common Stock entitles its holder to ten
votes  with  respect  to the  election  of  directors  and one vote on all other
matters to be acted on at the Meeting.  The presence,  in person or by proxy, of
the holders of a majority of the votes of CompX Common Stock entitled to vote at
the Meeting,  counted as a single class, is necessary to constitute a quorum for
the conduct of business at the  Meeting.  Shares of CompX  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.

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

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

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

Valcor,  Inc.  ("Valcor") directly holds 100% of the outstanding shares
of  CompX  Class  B  Common  Stock  as of  the  Record  Date,  which  represents
approximately  66.2% of the  outstanding  shares  of CompX  Class A and B Common
Stock combined.  Valcor is a wholly owned subsidiary of Valhi,  Inc.  ("Valhi"),
and both are affiliates of Contran Corporation ("Contran"). Valhi directly holds
approximately 7.3% of the outstanding shares of CompX Class A Common Stock as of
the Record Date  (approximately  2.5% of the combined  voting power of the CompX
Common  Stock).  Together  Valcor  and  Valhi  hold  approximately  68.6% of the
combined  voting power of the CompX Common  Stock  (approximately  95.5% for the
election  of  directors)  as of the  Record  Date.  Both Valhi and  Contran  are
diversified holding companies that Harold C. Simmons may be deemed to control.

Valcor  and Valhi have each  indicated  their  intention  to have their
shares of CompX  Common  Stock  represented  at the  Meeting and voted "FOR" the
election of each of the  nominees  for  director of the Board of  Directors.  If
Valcor alone  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 for the Board of Directors.

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

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

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

The Board of  Directors is making this proxy  solicitation.  CompX will
pay all expenses related to the  solicitation,  including charges for preparing,
printing,  assembling and distributing all materials  delivered to stockholders.
In addition to solicitation by mail,  directors,  officers and regular employees
of CompX may solicit  proxies by telephone or in person,  for which such persons
will  receive  no  additional   compensation.   CompX  has  retained   Georgeson
Shareholder  Communications,  Inc.  to aid in the  distribution  of  this  proxy
statement  and  related  materials  at a cost CompX  estimates  at $1,400.  Upon
request, CompX will reimburse banking institutions, brokerage firms, custodians,
trustees,  nominees and fiduciaries for their reasonable  out-of-pocket expenses
incurred  in  distributing  proxy  materials  and  voting  instructions  to  the
beneficial  owners of CompX  Class A Common  Stock  that such  entities  hold of
record.

ELECTION OF DIRECTORS

The bylaws of CompX  provide that the Board of Directors  shall consist
of  one or  more  members  as  determined  by  the  Board  of  Directors  or the
stockholders.  The Board of Directors  has currently set the number of directors
at seven.  The directors  elected at the Meeting will hold office until the 2004
Annual Meeting of Stockholders  and until their  successors are duly elected and
qualified or their earlier removal, resignation or death.

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

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

Nominees  for  Director.   The  respective  nominees  for  election  as
directors of CompX for terms expiring at the 2004 Annual Meeting of Stockholders
have provided the following information.

Paul M. Bass,  Jr., age 67, has been a director of CompX since 1997 and
is a member of CompX's  audit  committee  and  chairman  of  CompX's  management
development and  compensation  committee (the "MD&C  Committee").  Mr. Bass also
serves as a director of Contran's  less-than-majority-owned  affiliate, Keystone
Consolidated  Industries,  Inc. ("Keystone"),  a steel fabricated wire products,
industrial  wire and carbon steel rod company.  From prior to 1998, Mr. Bass has
served as vice chairman of First Southwest Company, a privately owned investment
banking firm.  Mr. Bass is also  chairman of the board of MACC Private  Equities
Inc. Mr. Bass is  currently  serving as chairman of the board of trustees of the
Southwestern Medical Foundation.

David A. Bowers,  age 65, has served as CompX's chief executive officer
since December 2002 and as CompX's president since June 2002. He has also served
as CompX's vice  chairman of the board since  December 2000 and as a director of
CompX  since  1993.  Mr.  Bowers has  continuously  served in various  executive
officer positions for CompX or its predecessors  since prior to 1998. Mr. Bowers
has been  employed by CompX and its  predecessors  since 1960 in various  sales,
marketing  and  executive  positions,  having  been named  president  of CompX's
security  products and related  businesses in 1979.  Mr. Bowers is a trustee and
chairman of the board of Monmouth College, Monmouth, Illinois.

Keith R. Coogan, age 50, has served as a director of CompX and a member
of CompX's audit  committee  since December 2002. Mr. Coogan is chief  executive
officer of  Software  Spectrum,  Inc.,  a global  business-to-business  software
services  provider  that is  currently  a  wholly  owned  subsidiary  of Level 3
Communications,  but from 1991 to June 2002 was a publicly  traded  corporation.
From 1990 to  October  2002,  he  served  in  various  other  executive  officer
positions  of  Software  Spectrum,  including  vice  president  of  finance  and
operations and chief operating officer.

Edward J. Hardin,  age 60, has served as a director of CompX since 1997
and is chairman of CompX's audit committee. Mr. Hardin also serves as a director
of Valhi.  Mr.  Hardin has been a partner of the law firm of Rogers & Hardin LLP
since its formation in 1976. Mr. Hardin serves as a director of Westrup, Inc., a
manufacturer of seed processing machinery.

Ann Manix,  age 50, has served as a director  of CompX  since June 1998
and is a member of CompX's  audit  committee and the MD&C  Committee.  Ms. Manix
also serves as a director of Valhi's majority owned  subsidiary,  NL Industries,
Inc. ("NL"), a titanium dioxide pigments company. Since prior to 1998, Ms. Manix
has served as a managing  partner of Ducker  Research  Corporation,  a privately
held industrial research firm.

Glenn R. Simmons,  age 75, has served as chairman of the board of CompX
since  October  2000 and  director  of CompX since 1993.  From  October  2000 to
December 2000, Mr. Simmons served as chief executive officer of CompX. From 1993
to 1998, Mr. Simmons also served as chairman of the board of CompX.  Mr. Simmons
has been vice  chairman of the board of Valhi and  Contran  since prior to 1998.
Mr.  Simmons  also serves as chairman of the board of Keystone and as a director
of NL and  Titanium  Metals  Corporation  ("TIMET"),  a company  engaged  in the
titanium metals industry that is affiliated with Valhi.  Mr. Simmons has been an
executive  officer or director  of various  companies  related to Contran  since
1969. Mr.  Simmons is the brother of Harold C. Simmons.  See footnote (4) to the
"Security  Ownership--Ownership  of  CompX"  table  below for a  description  of
certain  entities  that Harold C.  Simmons may be deemed to control,  including,
Contran, Valhi and CompX.

Steven L. Watson, age 52, has served as a director of CompX since 2000.
Mr.  Watson has been chief  executive  officer of Valhi  since  August  2002 and
president and a director of Valhi and Contran since 1998. Mr. Watson also serves
as a director of Keystone,  NL and TIMET.  From prior to 1998, Mr. Watson served
as vice president and secretary of Valhi and Contran.  Mr. Watson also served as
vice  president and secretary of CompX from 1993 to 1998.  Mr. Watson has served
as an executive  officer and/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 in lieu of a meeting on three  occasions in 2002.  Each of the directors
participated  in at  least  75% of all of the  2002  meetings  of the  Board  of
Directors and its committees on which the director served at the time.

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

Audit  Committee.  The audit  committee  assists  the Board of
Directors in fulfilling its oversight  responsibilities relating to the
financial  accounting  and  reporting  practices  of  CompX.  The audit
committee's primary responsibilities are to serve as an independent and
objective  party to review CompX's  auditing,  accounting and financial
reporting  processes.  For further information on the role of the audit
committee,  see "Independent Auditor Matters--Audit  Committee Report."
The  current  members  of the audit  committee  are  Edward  J.  Hardin
(chairman), Paul M. Bass, Jr., Keith R. Coogan and Ann Manix. The audit
committee  held seven  meetings  and took action by written  consent in
lieu of a meeting on one occasion in 2002.

Management   Development  and  Compensation   Committee.   The
principal  responsibilities  of the MD&C  Committee  are to review  and
approve  certain  matters  involving  executive  compensation;  to take
action or to review  and  approve  certain  matters  regarding  CompX's
employee  benefit  plans or programs;  to  administer  and grant awards
under the CompX  International Inc. Long-Term Incentive Plan (the "1997
Plan"); to approve certain annual incentive compensation awards; and to
review and administer such other  compensation  matters as the Board of
Directors may direct from time to time. For further  information on the
role of the MD&C Committee,  see  "Compensation  Committee's  Report On
Executive  Compensation." The current members of the MD&C Committee are
Paul M. Bass, Jr. (chairman) and Ann Manix. The MD&C Committee held two
meetings  in 2002 and  took  action  by  written  consent  in lieu of a
meeting on four occasions.

The Board of  Directors  does not have a  nominating  committee  or any
committee performing a similar function. All matters that would be considered by
such a committee are acted upon by the full Board of Directors. See "Stockholder
Proposals for the 2004 Annual  Meeting" for a description  of the procedures for
stockholder nominations of directors.

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

EXECUTIVE OFFICERS

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

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

Glenn R. Simmons............       75    Chairman of the Board
David A. Bowers.............       65    Vice Chairman of the Board, President and Chief Executive Officer
Darryl R. Halbert...........       38    Vice President, Chief Financial Officer and Controller
Scott C. James..............       37    Vice President

Darryl R. Halbert has served as CompX's chief  financial  officer since
December 2002 and as vice  president and  controller of CompX since August 2001.
From  1999 to 2001,  Mr.  Halbert  served  as  chief  operating  officer,  chief
financial officer and secretary of Image2Web,  Inc., a subsidiary of Micrografx,
Inc. ("Micrografx").  From prior 1999, Mr. Halbert served various positions with
Micrografx,  including vice president of finance,  chief accounting  officer and
corporate controller.

Scott C. James has served as vice president of CompX since May 2002 and
president of CompX Security  Products Inc., a wholly owned  subsidiary of CompX,
since August 2002. Since 1992, Mr. James has served in various sales,  marketing
and executive positions with CompX's 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
Securities  and Exchange  Commission  (the "SEC"),  of CompX Class A and Class B
Common  Stock  held by each  person  or group of  persons  known to CompX to own
beneficially more than 5% of the outstanding  shares of CompX Class A or Class B
Common Stock,  each director of CompX,  each current or former executive officer
of CompX  named in the  Summary  Compensation  Table  below (a "named  executive
officer") and all current directors and executive  officers of CompX as a group.
See footnote (4) below for information  concerning individuals and entities that
may be deemed to own  indirectly and  beneficially  those shares of CompX Common
Stock that Valcor and Valhi  directly  hold.  All  information  is taken from or
based  upon  ownership  filings  made  by  such  persons  with  the  SEC or upon
information provided by such persons.

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)
----------------                   -----------------------  ---------  --------------------  ----------  ------------

Valcor, Inc. (3)..............            -0-  (4)             -0-      10,000,000  (4)         100%          66.2%
Valhi, Inc. (3)...............        374,000  (4)              7.3%           -0-  (4)          -0-           2.5%
----------               -------    -----------           -------      --------
374,000  (4)             7.3%     10,000,000  (4)         100%          68.6%

T. Rowe Price Associates, Inc.        929,600  (5)            18.2%            -0-               -0-           6.1%
Rutabaga Capital Management...        771,210  (6)            15.1%            -0-               -0-           5.1%
Salomon Smith Barney Holdings
Inc........................        733,535  (7)            14.3%            -0-               -0-           4.9%
Dalton, Greiner, Hartman, Maher
& Co.......................        484,600  (8)             9.5%            -0-               -0-           3.2%
MassMutual Institutional Funds
- MassMutual Small Cap Value
Equity Fund................        446,300  (9)             8.7%            -0-               -0-           3.0%
Royce & Associates, LLC.......        316,100  (10)            6.2%            -0-               -0-           2.1%

Paul M. Bass, Jr..............          7,000  (4)(11)          *              -0-               -0-            *
David A. Bowers...............         82,000  (4)(11)         1.6%            -0-               -0-            *
Keith R. Coogan...............            -0-                   -0-            -0-               -0-           -0-
Edward J. Hardin..............         10,500  (4)(11)          *              -0-               -0-            *
Ann Manix.....................          6,000  (11)             *              -0-               -0-            *
Glenn R. Simmons..............         63,000  (4)(11)         1.2%            -0-               -0-            *
Steven L. Watson..............         14,900  (4)(11)          *              -0-               -0-            *
Darryl R. Halbert.............          2,000  (11)             *              -0-               -0-            *
Scott C. James................         19,653  (11)             *              -0-               -0-            *
Brent A. Hagenbuch............            -0-                   -0-            -0-               -0-           -0-
Stuart M. Bitting.............            -0-                   -0-            -0-               -0-           -0-
Wouter J. Dammers.............            -0-                   -0-            -0-               -0-           -0-
All current directors and
executive officers of CompX
as a group (9 persons) ....        205,053  (4)(11)         3.9%            -0-               -0-          1.3%

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

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

(2)      The percentages  are based on 5,115,780  shares of CompX Class A Common
Stock outstanding as of the Record Date.

(3)      The business address of Valcor and Valhi is Three Lincoln Centre,  5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

(4)      Valhi is the direct holder of 100% of the  outstanding  common stock of
Valcor. As a result,  as of the Record Date, Valhi holds,  directly and
indirectly through Valcor,  approximately  68.6% of the combined voting
power of the CompX Common Stock  (approximately  95.5% for the election
of  directors).  In certain  instances,  shares of CompX Class B Common
Stock are automatically convertible into shares of CompX Class A Common
Stock.

Valhi Group, Inc. ("VGI"),  National City Lines, Inc.  ("National") and
Contran are the direct holders of approximately  77.6%,  9.1% and 2.8%,
respectively,  of the  outstanding  shares of common  stock,  par value
$0.01 per share, of Valhi ("Valhi Common Stock").  National,  NOA, Inc.
("NOA") and Dixie  Holding  Company  ("Dixie  Holding")  are the direct
holders of approximately 73.3%, 11.4% and 15.3%,  respectively,  of the
outstanding common stock of VGI. Contran and NOA are the direct holders
of  approximately  85.7% and 14.3%,  respectively,  of the  outstanding
common stock of National. Contran and Southwest Louisiana Land Company,
Inc.  ("Southwest")  are the direct holders of approximately  49.9% and
50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice
Agricultural  Corporation,  Inc. ("Dixie Rice") is the direct holder of
100% of the outstanding  common stock of Dixie Holding.  Contran is the
holder  of 100% of the  outstanding  common  stock  of  Dixie  Rice and
approximately  88.9% of the  outstanding  common  stock  of  Southwest.
Substantially  all of  Contran's  outstanding  voting  stock is held by
trusts   established   for  the   benefit  of  certain   children   and
grandchildren of Harold C. Simmons (the "Trusts"), of which Mr. Simmons
is the sole trustee. As sole trustee of the Trusts, Mr. Simmons has the
power to vote and direct the disposition of the shares of Contran stock
held  by  the  Trusts.  Mr.  Simmons,  however,   disclaims  beneficial
ownership of any Contran shares that the Trusts hold.

Harold C. Simmons is the chairman of the board of Valcor,  Valhi,  VGI,
National,  NOA, Dixie Holding,  Dixie Rice,  Southwest and Contran.  By
virtue of the  holding  of the  offices,  the stock  ownership  and his
services as trustee,  all as described above, Mr. Simmons may be deemed
to control  certain of such  entities,  and Mr.  Simmons and certain of
such entities may be deemed to possess indirect beneficial ownership of
the shares of CompX Common Stock directly held by Valcor or Valhi.  Mr.
Simmons, however, disclaims beneficial ownership of the shares of CompX
Common Stock beneficially owned, directly or indirectly, by any of such
entities.

Harold C.  Simmons'  spouse is the  direct  beneficial  owner of 20,000
shares of CompX  Class A Common  Stock,  or  approximately  0.4% of the
outstanding  CompX Class A Common Stock.  Mr.  Simmons may be deemed to
share  indirect  beneficial  ownership  of  such  shares.  Mr.  Simmons
disclaims all such beneficial ownership.

Edward J. Hardin is a director of Valhi and Glenn R. Simmons and Steven
L. Watson are directors  and  executive  officers of Valhi and Contran.
Mr. Hardin disclaims beneficial ownership of any shares of CompX Common
Stock directly or indirectly held by Valhi or any of its  subsidiaries.
Messrs.  Glenn Simmons and Watson disclaim beneficial  ownership of any
shares of CompX Common Stock  directly or  indirectly  held by Contran,
Valhi or any of their subsidiaries.

The Harold Simmons Foundation,  Inc. (the "Foundation")  directly holds
approximately 1.3% of the outstanding shares of Valhi Common Stock. The
Foundation  is  a  tax-exempt   foundation   organized  for  charitable
purposes.  Harold  C.  Simmons  is the  chairman  of the  board  of the
Foundation and may be deemed to control the  Foundation.  Mr.  Simmons,
however,  disclaims  beneficial ownership of any shares of Valhi Common
Stock the Foundation holds.

The  Contran  Deferred  Compensation  Trust No. 2 (the  "CDCT  No.  2")
directly holds  approximately  0.4% of the outstanding  shares of Valhi
Common Stock. U.S. Bank National  Association  serves as 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.  Mr.  Simmons,  however,
disclaims such beneficial  ownership of the shares  beneficially owned,
directly or indirectly,  by the CDCT No. 2, except to the extent of his
interest as a beneficiary of the CDCT No. 2.

The  Combined  Master  Retirement  Trust  (the  "Master  Trust")  holds
approximately  0.1% of the  outstanding  shares of Valhi Common  Stock.
Valhi established the Master Trust to permit the collective  investment
by master trusts that maintain the assets of certain  employee  benefit
plans Valhi and related companies adopt.  Harold C. Simmons is the sole
trustee  of the  Master  Trust  and a member  of the  trust  investment
committee for the Master Trust.  Paul M. Bass,  Jr. is also a member of
the trust investment  committee for the Master Trust.  Valhi's board of
directors  selects  the  trustee  and  members of the trust  investment
committee for the Master Trust. Harold C. Simmons, Glenn R. Simmons and
Steven L. Watson are members of Valhi's  board of  directors  and along
with David A. Bowers are  participants  in one or more of the  employee
benefit  plans  that  invest  through  the Master  Trust.  Each of such
persons disclaims  beneficial  ownership of the shares the Master Trust
holds,  except  to the  extent  of  his  individual  vested  beneficial
interest, if any, in the assets the Master Trust holds.

Valmont  Insurance  Company  ("Valmont"),  NL  and a  subsidiary  of NL
directly hold 1,000,000,  3,522,967 and 1,186,200 shares, respectively,
of Valhi Common Stock.  Valmont is a wholly owned  subsidiary of Valhi.
NL is a  majority-owned  subsidiary  of  Valhi.  Pursuant  to  Delaware
corporate law, for purposes of calculating the percentage  ownership of
the  outstanding  shares of Valhi  Common  Stock as of the Record Date,
Valhi treats the shares that Valmont,  NL and NL's subsidiary  directly
hold as treasury stock for voting purposes.

The  business  address  of  VGI,  National,  NOA,  Dixie  Holding,  the
Foundation,  the Master Trust and Contran is Three Lincoln Centre, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The business address
of Dixie Rice is 600 Pasquiere  Street,  Gueydan,  Louisiana 70542. The
business  address of Southwest is 402 Canal  Street,  Houma,  Louisiana
70360.

(5)      Based on  Amendment  No. 5 to Schedule  13G dated  February 14, 2003 T.
Rowe  Price  Associates,  Inc.  ("T.  Rowe  Price"),  the T. Rowe Price
Small-Cap  Stock Fund, Inc. ("T. Rowe Small-Cap Stock Fund") and the T.
Rowe Price  Small-Cap Value Fund, Inc. ("T. Rowe Small-Cap Value Fund")
filed with the SEC. Various individuals and institutional investors for
which T. Rowe Price is an investment  advisor own these shares. T. Rowe
Price has sole  dispositive  power  over all of these  shares  and sole
voting power over 64,500 of these shares. T. Rowe Small-Cap Stock Fund,
an investment company sponsored by T. Rowe Price, has sole voting power
over  406,700  of these  shares.  T.  Rowe  Small-Cap  Value  Fund,  an
investment  company  sponsored by T. Rowe Price,  has sole voting power
over 416,800 of these shares. T. Rowe Price expressly disclaims that it
is, in fact, the beneficial owner of these  securities.  The address of
T.  Rowe  Price,  the T.  Rowe  Small-Cap  Stock  Fund and the T.  Rowe
Small-Cap Value Fund is 100 E. Pratt Street, Baltimore, Maryland 21202.

(6)      Based on  Amendment  No. 2 to  Schedule  13G dated  February  19,  2003
Rutabaga Capital  Management  ("Rutabaga") filed with the SEC. Rutabaga
is an investment  advisor that has sole  dispositive  power over all of
these shares, sole voting power over 711,210 of these shares and shared
voting power over 60,000 of these shares. The address of Rutabaga is 64
Broad Street, Boston, Massachusetts 02109.

(7)      Based on Amendment  No. 3 to Schedule 13G dated  February 6, 2003 Smith
Barney Fund Management LLC ("SBFM"), Salomon Smith Barney Holdings Inc.
("SSB") and Citigroup Inc.  ("Citigroup") filed with the SEC. Citigroup
is the sole stockholder of SSB and SSB is the sole stockholder of SBFM.
SBFM has shared  voting  and  dispositive  power over  703,060 of these
shares. SSB and Citigroup have shared voting and dispositive power over
all of these shares.  The address of SBFM is 333 West 34th Street,  New
York, New York 10001. The address of SSB is 388 Greenwich  Street,  New
York, New York 10013. The address of Citigroup is 399 Park Avenue,  New
York, New York 10043.

(8)      Based on Amendment No. 4 to Schedule 13G dated January 27, 2003 Dalton,
Greiner,  Hartman,  Maher & Co. ("Dalton  Greiner") filed with the SEC.
Dalton  Greiner has sole voting  power over 476,058 of these shares and
sole dispositive power over all of these shares.  The address of Dalton
Greiner is 1100 Fifth Avenue South, Suite 301, Naples, Florida 34102.

(9)      Based on  Amendment  No. 1 to  Schedule  13G  dated  February  7,  2000
MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund
("MassMutual")  filed with the SEC. These shares  represent shares that
the MassMutual  Institutional Funds own for which Massachusetts  Mutual
Life  Insurance  Company  is an  investment  advisor.  The  address  of
MassMutual is 1295 State Street, Springfield, Massachusetts 01111.

(10)     Based on a Schedule 13G dated February 4, 2003 Royce & Associates,  LLC
("Royce")  filed with the SEC.  The  address of Royce is 1414 Avenue of
the Americas, New York, New York 10019.

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

Shares of CompX Class A Common
Stock Issuable Upon the
Exercise of Stock Options
Name of Beneficial Owner                                On or Before May 17, 2003
-----------------------------------------------------------------------     -----------------------------

Paul M. Bass, Jr.......................................................                  5,000
David A. Bowers........................................................                 58,000
Edward J. Hardin.......................................................                  5,000
Ann Manix..............................................................                  4,000
Glenn R. Simmons.......................................................                 54,000
Steven L. Watson.......................................................                 12,400
Darryl R. Halbert......................................................                  2,000
Scott C. James.........................................................                 18,600

CompX  understands  that  Contran and related  entities  may acquire or
dispose  of  shares of CompX  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
CompX Class A Common Stock in the market,  an  assessment of the business of and
prospects  for CompX,  financial and stock market  conditions  and other factors
deemed relevant by such entities.  CompX may similarly consider  acquisitions of
shares  of CompX  Class A Common  Stock  and  acquisitions  or  dispositions  of
securities issued by related entities.

Ownership of Valhi and its Parents.  The following  table and footnotes
set forth the beneficial  ownership,  as of the Record Date, of the Valhi Common
Stock held by each  director  of CompX,  each named  executive  officer  and all
current directors and executive officers of CompX 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.

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

Paul M. Bass, Jr.........................................................            500 (3)                 *
David A. Bowers..........................................................            -0- (3)                -0-
Keith R. Coogan..........................................................            -0-                    -0-
Edward J. Hardin.........................................................         10,000 (3)(4)              *
Ann Manix................................................................            -0-                    -0-
Glenn R. Simmons.........................................................        161,247 (3)(4)(5)           *
Steven L. Watson.........................................................        180,546 (3)(4)              *
Darryl R. Halbert........................................................            -0-                    -0-
Scott C. James...........................................................            -0-                    -0-
Brent A. Hagenbuch.......................................................            -0-                    -0-
Stuart M. Bitting........................................................            -0-                    -0-
Wouter J. Dammers........................................................            -0-                    -0-
All current directors and executive officers of CompX as a group
(9 persons).....................................................              352,293 (3)(4)(5)           *

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

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

(2)      The percentages  are based on 119,440,078  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,
1,000,000, 3,522,967 and 1,186,200 shares of Valhi Common Stock held by
Valmont, NL and a subsidiary of NL, respectively, are excluded from the
amount  of  Valhi  Common  Stock  outstanding.   Pursuant  to  Delaware
corporate  law,  Valhi  treats  these  excluded  shares  held by  these
majority owned subsidiaries as treasury stock for voting purposes.

(3)      Excludes   certain  shares  that  such  individual  may  be  deemed  to
indirectly and beneficially  own as to which such individual  disclaims
beneficial  ownership.  See  footnote (4) to the  "Ownership  of CompX"
table.

(4)      The shares of 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 Valhi granted pursuant to
its stock  option  plans that such person may  exercise  within 60 days
subsequent to the Record Date:

Shares of Valhi Common Stock
Issuable Upon the Exercise
of Stock Options
Name of Beneficial Owner                               On or Before May 17, 2003
---------------------------------------------------------------------------   ----------------------------

Edward J. Hardin..........................................................                 6,000
Glenn R. Simmons..........................................................               148,000
Steven L. Watson..........................................................               163,300

(5)      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. During 2002, directors of CompX who were not
also employees of CompX received an annual retainer of $15,000 paid in quarterly
installments,  plus a fee of $1,000 per day for  attendance at meetings and at a
daily rate ($125 per hour) for other services rendered on behalf of the Board of
Directors and/or committees thereof. In addition,  directors who were members of
the audit  committee or MD&C  Committee  received an annual  retainer of $1,000,
paid in quarterly  installments,  for each committee on which they served. CompX
also reimbursed its nonemployee  directors for reasonable  expenses  incurred in
attending  meetings and in the performance of other services  rendered on behalf
of the Board of Directors and/or its committees.  CompX's directors who received
director  fees during 2002 were Paul M. Bass,  Jr.,  Keith R. Coogan,  Edward J.
Hardin, Ann Manix, Glenn R. Simmons and Steven L. Watson.

CompX's  nonemployee  directors  also  receive  an annual  grant of 500
shares of CompX Class A Common  Stock and stock  options  exercisable  for 2,000
shares  of  CompX  Class A  Common  Stock on the day of the  annual  meeting  of
stockholders.  The stock  options  have an  exercise  price equal to the closing
sales  price of CompX  Class A Common  Stock on the date of grant,  a term of 10
years  and vest 20% over  each of the first  five  anniversaries  of the date of
grant.  CompX's  directors who received  annual stock and stock option grants on
May 14,  2002 were Paul M. Bass,  Jr.,  Edward J.  Hardin,  Ann Manix,  Glenn R.
Simmons and Steven L. Watson.

CompX and Contran are parties to an intercorporate  services  agreement
(the "Contran ISA") pursuant to which Contran provided certain services to CompX
during 2002,  including  services that Steven L. Watson  rendered to CompX.  See
"Certain Relationships and  Transactions--Intercorporate  Services Agreement and
Rent."

Summary of Cash and Certain Other  Compensation of Executive  Officers.
The Summary Compensation Table set forth below provides  information  concerning
annual and long-term  compensation paid or accrued by CompX and its subsidiaries
for services  rendered to CompX and its subsidiaries  during 2002, 2001 and 2000
by  CompX's  chief  executive  officer,  each of CompX's  two other most  highly
compensated  executive  officers  whose total salary and bonus in 2002  exceeded
$100,000  and were  executive  officers  on December  31, 2002 and three  former
executive  officers  whose total salary in 2002  exceeded  $100,000 and who were
executive officers during a part of 2002.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation (1)
----------------
Awards
Annual Compensation Shares                 ----------------
------------------------------------------------------       Shares
Name and                                                 Other Annual        Underlying        All Other
Principal Position       Year      Salary        Bonus       Compensation (2)      Options (#)     Compensation
--------------------------  ------ ------------- -------------- ------------------ ------------------ --------------

David A. Bowers...........   2002  $ 258,750     $  80,000      $        -0-               -0-        $ 21,281 (3)
Vice Chairman of the Board,  2001    248,079        25,000               -0-            30,000          16,668 (3)
President and Chief       2000    200,044        60,000               -0-            25,000          22,894 (3)
Executive Officer

Darryl R. Halbert (4).....   2002    136,930        60,000               -0-               -0-           5,335 (3)
Vice President, Chief        2001     40,868        20,000               -0-            10,000             -0-
Financial Officer and
Controller

Scott C. James (5)........   2002    151,175        60,000               -0-               -0-          21,187 (3)
Vice President

Brent A. Hagenbuch (6)....   2002    197,048           -0-               -0-               -0-         131,395 (3)
Former President and Chief   2001    288,500       100,000               -0-            50,000             -0-
Executive Officer

Stuart M. Bitting (7).....   2002    155,728           -0-               -0-               -0-         126,111 (3)
Former Vice President,       2001    180,024        50,000               -0-            25,000             -0-
Chief Financial Officer
And Treasurer

Wouter J. Dammers (8).....   2002    185,373 (8)    11,636 (8)        63,136 (8)(9)        -0-             173 (8)(10)
Former Vice President        2001    150,407 (8)       -0- (8)       134,447 (8)(9)     20,000             146 (8)(10)
2000    134,454 (8)    34,139 (8)        46,566 (8)(9)        -0-             151 (8)(10)

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

(1)      No shares of  restricted  stock  were  granted  to the named  executive
officers nor payouts made to the named executive  officers  pursuant to
long-term incentive plans during the last three years.  Therefore,  the
columns for such compensation have been omitted.

(2)      An amount for other annual compensation is disclosed only if the amount
for other annual compensation  exceeds the level required for reporting
pursuant to SEC rules.

(3)      All other  compensation  for 2002,  2001, and 2000 for Messrs.  Bowers,
Halbert,  James,  Hagenbuch and Bitting  consisted of CompX's  matching
contributions to certain of their accounts under the CompX 401(k) Plan,
CompX's  contributions  to  certain of their  accounts  under the CompX
Capital  Accumulation  Pension Plan, a defined  contribution  plan (the
"CAP Plan"),  and for 2002 for Messrs.  Hagenbuch  and Bitting  certain
severance payments relating to their resignations, as follows:

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

David A. Bowers....................   2002    $   8,889      $  12,392     $      -0-     $    21,281
2001        7,194          9,474            -0-          16,668
2000        7,053         15,841            -0-          22,894

Darryl R. Halbert..................   2002        2,644          2,691            -0-           5,335
2001          -0-            -0-            -0-             -0-

Scott C. James.....................   2002        8,795         12,392            -0-          21,187

Brent A. Hagenbuch.................   2002          -0-            -0-        131,395 (a)     131,395
2001          -0-            -0-            -0-             -0-

Stuart M. Bitting..................   2002          -0-            -0-        126,111 (b)     126,111
2001          -0-            -0-            -0-             -0-

(a)      Pursuant to an Agreement  and General  Release  dated June 18,
2002,  Mr.  Hagenbuch  agreed to a general  release  of CompX,
among  other   things,   and  CompX  agreed  to  continue  his
employment  until  December 27, 2002 unless he terminated  his
employment earlier. If Mr. Hagenbuch terminated his employment
prior to December 27, 2002, CompX agreed to pay him a lump sum
severance  of his  unpaid  salary  as if he had been  employed
through  December 27,  2002.  On July 5, 2002,  Mr.  Hagenbuch
terminated his employment with CompX and subsequently received
a  lump-sum   severance  of  $125,395.   In  addition  to  the
severance,  CompX paid $6,000 on his behalf to an outplacement
service.  This  description of Mr.  Hagenbuch's  Agreement and
General  Release is  qualified  in its  entirety by the actual
terms of the  agreement  CompX  filed as Exhibit  10.12 to its
Annual  Report on Form 10-K for the Year  Ended  December  31,
2002.

(b)      Pursuant to an Agreement  and General  Release  dated July 16,
2002, Mr. Bitting agreed that his employment  with CompX would
terminate no later than July 31, 2002 and to a general release
of CompX, among other things. In return,  CompX agreed,  among
other  things,  to pay Mr.  Bitting,  upon certain  conditions
being satisfied,  a lump-sum  severance of $126,111 and to pay
for his health  benefits  through  January 31,  2003.  Shortly
after Mr.  Bitting's  resignation,  he received  his  lump-sum
severance.  This  description of Mr.  Bitting's  Agreement and
General  Release is  qualified  in its  entirety by the actual
terms of the  agreement  CompX  filed as Exhibit  10.13 to its
Annual  Report on Form 10-K for the Year  Ended  December  31,
2002.

(4)      Mr. Halbert became an executive officer of CompX as of August 20, 2001.
Effective  January 1, 2003,  Mr.  Halbert became an employee of Contran
and now provides  executive  officer  services to CompX pursuant to the
2003 Contran ISA.

(5)      Mr. James became an executive officer of CompX as of August 31, 2002.

(6)      Mr.  Hagenbuch  became an  executive  officer of CompX as of January 1,
2001 and resigned as an executive officer as of May 22, 2002.

(7)      Mr. Bitting became an executive  officer of CompX on March 19, 2001 and
resigned as an executive officer on July 31, 2002.

(8)      Mr. Dammers became the managing  director of CompX's Dutch  subsidiary,
Thomas Regout Holding B.V. ("Thomas Regout"), on September 20, 1999, an
executive  officer  of CompX on May 11,  2000 and ceased to serve as an
executive  officer of CompX on August 31, 2002.  Thomas Regout paid Mr.
Dammers his base salary, cash bonus and contributions to his retirement
plan in euros for 2002 and  Dutch  guilders  for 2001 and  2000.  CompX
reports these  amounts in the table above in U.S.  dollars based on the
average  exchange  rates  for 2002,  2001 and 2000 of (euro)  0.945 per
US$1.00, NLG 2.46 per US$1.00 and NLG 2.38 per US$1.00, respectively.

(9)      Mr. Dammers' other annual  compensation  includes the following amounts
Thomas Regout paid for the benefit of Mr. Dammers.

Supplemental
Pension
Supplemental   Insurance
Sickness      Premium
and         Paid by      
Automobile   Disability      Thomas      Relocation        
Named Executive Officer        Year    Expenses (a)  Insurance      Regout (b)    Expenses        Total
---------------------------     -------  ------------  ---------     ----------    ----------      -------

Wouter J. Dammers                2002       $ 23,091      $ 14,310      $ 25,735   $       -0-     $ 63,136
2001         18,089        11,252        23,805        81,301      134,447
2000         15,796        10,224        20,546           -0-       46,566

(a)      Thomas Regout  provides Mr. Dammers with an automobile that he
may use for his private purposes.  The amount disclosed is the
total amount  Thomas  Regout pays for this  automobile  in the
respective year and includes both business and private use for
the automobile.

(b)      Thomas Regout pays  two-thirds of the premium of Mr.  Dammers'
supplemental  pension insurance.  Mr. Dammers pays the balance
of the  premium.  The amount  disclosed  is the portion of the
premium  Thomas  Regout  paid  in  the  respective  year.  See
"--Dammers  Employment  Agreement"  for a  description  of Mr.
Dammers' benefits under this supplemental pension insurance.

(10)     These amounts represent Thomas Regout's  contribution to the account of
Wouter J. Dammers under its Employees Premium Savings Schedule.

No Grants of Stock  Options or Stock  Appreciation  Rights.  Except for
annual grants to each of its nonemployee  directors of stock options exercisable
for 2,000  shares of CompX Class A Common  Stock,  CompX did not grant any stock
options or stock appreciation rights ("SARs") under the 1997 Plan during 2002.

Stock Option  Exercises and  Holdings.  The  following  table  provides
information, with respect to the named executive officers, concerning the amount
the named executive officers realized in 2002 upon the exercise of stock options
exercisable  for CompX Class A Common Stock and the value of  unexercised  stock
options  exercisable for CompX Class A Common Stock the named executive officers
held as of December 31, 2002. CompX has not granted any SARs.

AGGREGATE STOCK OPTION EXERCISES IN 2002 AND
DECEMBER 31, 2002 OPTION VALUES

Number of Shares
Underlying               Value of Unexercised
Shares                       Unexercised Options at         In-the-Money Options
Acquired on                      December 31, 2002 (#)       at December 31, 2002 (1)
Exercise        Value       ----------------------------- ---------------------------
Name                 (#)        Realized       Exercisable   Unexercisable   Exercisable   Unexercisable
---------------------------  ----------- ---------------- -------------  -------------- -------------  --------------

David A. Bowers                      -0-     $  -0-              45,000          50,000           -0-             -0-

Darryl R. Halbert                    -0-        -0-               2,000           8,000           -0-             -0-

Scott C. James                       -0-        -0-              15,000          23,000           -0-             -0-

Brent A. Hagenbuch                10,000     19,400 (2)             -0-             -0-           -0-             -0-

Stuart M. Bitting                    -0-        -0-                 -0-             -0-           -0-             -0-

Wouter J. Dammers                    -0-        -0-                 -0-          30,000           -0-             -0-

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

(1)      The aggregate  amount is based on the  difference  between the exercise
price of the  individual  stock options and the $8.37 per share closing
sales  price of the CompX  Class A Common  Stock as reported on the New
York Stock Exchange Composite Tape on December 31, 2002.

(2)      The  amount  realized  is  based  on the  difference  between  the last
reported  sales  price per share of CompX  Class A Common  Stock on the
date of exercise and the exercise price per share.

Dammers Employment Agreement. Pursuant to an employment agreement dated
August 30, 1999 between CompX and Wouter J. Dammers,  CompX's Dutch  subsidiary,
Thomas  Regout,  employed Mr.  Dammers as its managing  director.  The agreement
provided Mr. Dammers a minimum gross annual salary of (euro) 145,210,  including
a holiday  allowance,  and  participation  in CompX's  bonus system and the 1997
Plan.  The agreement  required  CompX to pay  two-thirds of the premiums for Mr.
Dammers'  supplemental  pension  insurance.  Under the agreement,  Thomas Regout
provided Mr.  Dammers with an automobile  with a value of  approximately  (euro)
45,378  that he could use for his  private  purposes,  supplemental  sickness or
disability insurance payments and certain other benefits.  Mr. Dammers agreed to
protect CompX's confidential  information.  The agreement entitles Thomas Regout
to any patents arising from inventions that Mr. Dammers developed while employed
with Thomas Regout and for a period of one year after his termination. Effective
April 1, 2003,  the Thomas Regout  supervisory  board and Mr.  Dammers  mutually
agreed to terminate his employment relationship. Thomas Regout agreed to pay Mr.
Dammers  a  severance  package  of 18 months  of base pay and  continue  certain
benefits for six months. Dutch law governs these agreements.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides summary information  required by SEC rules
as of December 31, 2002 with respect to CompX's equity  compensation plans under
which CompX's equity securities may be issued to employees or nonemployees (such
as directors, consultants,  advisers, vendors, customers, suppliers and lenders)
in exchange for  consideration in the form of goods or services.  The 1997 Plan,
which has been approved by CompX's  stockholders,  is the only such CompX equity
compensation plan.

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

Equity  compensation  plans
approved     by    security
holders....................               764,000                      $17.01                       496,320

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

Total......................               764,000                      $17.01                       496,320

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires CompX's executive officers,  directors and persons who
own more than 10% of a registered  class of CompX's  equity  securities  to file
reports of ownership with the SEC, the New York Stock Exchange,  Inc. and CompX.
Based  solely on the review of the copies of such forms and  representations  by
certain reporting persons,  CompX believes that for 2002 its executive officers,
directors and 10% stockholders  complied with all applicable filing requirements
under Section 16(a).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2002, the MD&C Committee  deliberated on certain CompX executive
officer compensation. The MD&C Committee is currently comprised of Paul M. Bass,
Jr. (chairman) and Ann Manix, both nonemployee directors of CompX.

COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

The MD&C Committee consists of individuals who are neither officers nor
employees of CompX or its subsidiaries.  The MD&C Committee reviews and approves
certain  compensation  policies  and  practices  related  to  CompX's  executive
officers and other employees,  including stock-based compensation. See "Meetings
and  Committees  of  the  Board  of  Directors  -  Management   Development  and
Compensation Committee."

CompX's executive compensation system generally consists of two primary
components: salary and a discretionary incentive compensation award. Through the
use  of  the  foregoing,   the  MD&C  Committee  seeks  to  achieve  a  balanced
compensation  package that will attract and retain high quality key  executives,
appropriately  reflect each such  executive  officer's  individual  performance,
contributions,  and general market value, and provide further  incentives to the
executive  officers to  maximize  annual  operating  performance  and  long-term
stockholder value.

Annual Salaries

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

In February 2002, the MD&C Committee  approved executive officer salary
increases for 2002,  including the then chief executive officer,  and four other
executive  officers.  In May 2002, the chief executive  officer  resigned and in
July  2002 the chief  financial  officer  resigned.  In  August  2002,  the MD&C
committee  increased the annual salary of two executive  officers other than the
chief executive  officer.  In each case, the MD&C Committee  approved the annual
base salary of the executive  officer based on the  recommendation of either the
chairman of the board or the then current chief executive officer.

The MD&C Committee based its actions regarding 2002 salaries  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 and the MD&C Committee  members' general business  knowledge.
In 2002, no specific survey or study was utilized to make salary determinations.
The chief  executive  officer's 2002 annual salary was not based on any specific
measure of CompX's performance.

Annual Incentive Compensation

In August 2002,  the MD&C Committee  determined  that the amount of any
annual  incentive  compensation  to  be  paid  to  CompX's  executive  officers,
including  the  chief  executive  officer,   would  be  awarded  on  a  year-end
discretionary  evaluation  of each  such  officer's  performance,  attitude  and
potential,  rather  than  achieved  operating  income.  Accordingly,   the  MD&C
Committee  awarded 2002 incentive  compensation  to CompX's  executive  officers
based on a discretionary evaluation of each such officer's performance, attitude
and  potential.  The MD&C Committee  based its actions  regarding 2002 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 and the MD&C Committee  members' general
business knowledge.  No specific overall performance  measures were utilized and
there is no specific  relationship  between overall performance  measures and an
executive's incentive compensation.  Additionally, there is no specific weighing
of factors  considered in the  determination of incentive  compensation  paid to
executive officers.

The 2002  discretionary  bonuses the named executive  officers received
are  disclosed in the bonus column in the Summary  Compensation  Table set forth
above.

Defined Contribution Plans

The MD&C  Committee  also  reviews and approves  CompX's  discretionary
annual  contributions  to the CAP Plan, a profit  sharing  defined  contribution
plan,  and the CompX 401(k) Plan.  Participants  of these plans are employees of
certain of  CompX's  domestic  operations.  Under the CAP Plan for the 2002 plan
year,  the MD&C  Committee  approved a  contribution  of 7.25% of 2002  earnings
before  taxes  of  CompX's   National  and  Timberline   divisions  and  similar
contributions for other  participants,  subject to certain limitations under the
Internal  Revenue Code of 1986, as amended (the "Code").  Under the CompX 401(k)
Plan for the 2002 plan year, the MD&C Committee approved matching  contributions
based on each participant's business unit that ranged between 27% to 100% of the
such employee's  contribution,  subject to certain  limitations  under the CompX
401(k) Plan and the Code.  Certain of the named executive officers received such
contributions,  which are disclosed in the all other compensation  column in the
Summary  Compensation  Table set forth above.  For the 2002 plan year,  the MD&C
committee approved contributions to the CAP Plan and the CompX 401(k) Plan in an
aggregate amount of approximately $1.2 million,  subject to certain  limitations
of the Code and the respective plans.

Tax Code Limitation on Executive Compensation Deductions

In 1993,  Congress amended the Code to impose a $1.0 million  deduction
limit on  compensation  paid to the chief  executive  officer and the four other
most  highly  compensated  executive  officers of public  companies,  subject to
certain  transition rules and exceptions for compensation  received  pursuant to
non-discretionary   performance-based   plans   approved   by   such   company's
shareholders.  It is CompX's  general policy to structure the  performance-based
portion of the  compensation of its executive  officers in a manner that permits
CompX to deduct fully such compensation.

The  following  members  of the MD&C  Committee  submit  the  foregoing
report:

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

PERFORMANCE GRAPH

Set forth  below is a line graph  comparing  the  yearly  change in the
cumulative  total  stockholder  return on CompX Class A Common Stock against the
cumulative total return of the Russell 2000 Stock Index and a self-selected peer
group of companies index for the period  commencing March 6, 1998 (the date upon
which CompX first  registered  with the SEC the CompX Class A Common Stock under
Section 12 of the Exchange Act) and ending December 31, 2002. The  self-selected
peer group index is comprised of Bush Industries, Inc., Herman Miller, Inc., HON
Industries Inc., Interface,  Inc., Knape & Vogt Manufacturing Company, Leggett &
Platt, Incorporated and Steelcase Inc. The graph shows the value at December 31,
2002 assuming an original  investment of $100 and reinvestment of cash dividends
and other distributions to stockholders.

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 GOES HERE]

December 31,
March 6     -----------------------------------------------------------------
1998          1998         1999          2000          2001          2002
------------  -----------  ------------  ------------  ------------    --------

CompX International Inc........          $100          $132        $  93         $  46         $  70           $48

Russell 2000 Index.............           100            92          111           108           111            88

Self-Selected Peer Group Index.
100            70           64            68            73            68

CERTAIN RELATIONSHIPS AND TRANSACTIONS

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

No  specific  procedures  are in place  that  govern the  treatment  of
transactions  among CompX and its related  entities,  although such entities may
implement  specific  procedures as appropriate for particular  transactions.  In
addition,  under  applicable  principles  of law, in the absence of  stockholder
ratification  or  approval  by  directors  who  may  be  deemed   disinterested,
transactions  involving  contracts  among companies under common control must be
fair to all companies involved.  Furthermore,  directors owe fiduciary duties of
good faith and fair dealing to all  stockholders of the companies for which they
serve.

Intercorporate  Services  Agreement  and Rent.  Under the Contran  ISA,
Contran renders or provides for certain  management,  financial,  legal, tax and
administrative  services  to CompX on a fee  basis.  Such  fees are  based  upon
estimates of time devoted to the affairs of CompX by the individual providers of
such  services and  Contran's  costs for  providing  such  services.  CompX paid
Contran fees of  approximately  $1.66  million for services  rendered  under the
Contran   ISA  in  2002.   The   Contran   ISA   automatically   extends   on  a
quarter-to-quarter  basis,  subject to  termination  by either party pursuant to
written  notice 30 days  prior to a  quarter-end,  and may be  amended by mutual
agreement. In addition,  CompX paid Valhi approximately $86,000 in rent for 2002
for use of a portion  of Valhi's  corporate  office  space as CompX's  principal
offices.

Insurance Matters. Tall Pines Insurance Company ("Tall Pines"), Valmont
and EWI RE,  Inc.  ("EWI")  provide for or broker  certain of CompX's  insurance
policies.  Tall Pines is an indirect wholly owned captive  insurance  company of
Valhi.  Valmont is a wholly owned captive  insurance  company of Valhi.  Parties
related to Harold C. Simmons own all of the outstanding  shares of EWI.  Through
December 31, 2000, a son-in-law of Harold C. Simmons  managed the  operations of
EWI.  Subsequent to December 31, 2000, pursuant to an amended agreement that may
be  terminated  upon 90 days written  notice by either  party,  this  son-in-law
provides  advisory services to EWI as requested by EWI, for which the son-in-law
is paid  $11,875 per month and receives  certain  benefits  under EWI's  benefit
plans.  Since March 2003,  such  son-in-law also serves as EWI's chairman of the
board.

Consistent with insurance industry practices,  Tall Pines,  Valmont and
EWI receive  commissions  from insurance and  reinsurance  underwriters  for the
policies that they provide or broker.  During 2002,  CompX and its  subsidiaries
paid approximately $1.1 million for policies provided or brokered by Tall Pines,
Valmont and/or EWI. These amounts principally  included payments for reinsurance
and  insurance  premiums  paid to unrelated  third  parties,  but also  included
commissions paid to Tall Pines, Valmont and EWI. In CompX's opinion, the amounts
that CompX and its subsidiaries paid for these insurance policies are reasonable
and  similar  to those  they could have  obtained  through  unrelated  insurance
companies  and/or  brokers.  CompX  expects that these  relationships  with Tall
Pines, Valmont and EWI will continue in 2003.

Law Firm  Relationship.  Contran and its affiliates,  including  CompX,
engaged  and paid in 2002 to Rogers & Hardin,  LLP, a law firm of which  CompX's
director Edward J. Hardin is a partner, in the aggregate  approximately $275,000
in fees  for  services  Rogers &  Hardin  LLP  rendered  to such  entities.  The
aggregate amount paid includes  approximately  $1,400 in fees that CompX paid in
2002 to Rogers & Hardin,  LLP for services  rendered to CompX.  CompX  presently
expects, and understands that Contran and its other affiliates presently expect,
to continue their relationship with Rogers & Hardin LLP in 2003.

INDEPENDENT AUDITOR MATTERS

Independent Auditors.  The firm of  PricewaterhouseCoopers  LLP ("PwC")
served as CompX's  independent  auditors  for the year ended  December 31, 2002.
CompX's audit committee has appointed PwC to review CompX's quarterly  unaudited
consolidated  financial  statements to be included in its  Quarterly  Reports on
Form  10-Q for the first  three  quarters  of 2003.  CompX  expects  PwC will be
considered  for  appointment  to audit  CompX's  annual  consolidated  financial
statements for the year ending December 31, 2003. Representatives of PwC are not
expected to attend the Meeting.

Audit Committee  Report.  The audit committee of the Board of Directors
is composed of four directors, all of whom are independent within the meaning of
New York Stock Exchange current listing standards.  The audit committee operates
under a written  charter  the Board of  Directors  adopted,  a copy of which was
attached as Exhibit A to CompX's proxy  statement for its 2001 annual meeting of
stockholders.   CompX's   management  is  responsible   for  preparing   CompX's
consolidated  financial  statements in  accordance  with  accounting  principles
generally accepted in the United States of America. CompX's independent auditors
are  responsible  for auditing  CompX's  consolidated  financial  statements  in
accordance with auditing  standards  generally  accepted in the United States of
America.  The audit  committee  serves as an independent  and objective party to
review CompX's auditing, accounting and financial reporting processes.

The  audit  committee  has  reviewed  and  discussed   CompX's  audited
consolidated  financial  statements  for the year ended  December  31, 2002 with
CompX's management and independent auditors.  The audit committee discussed with
the independent auditors the matters required by Statement on Auditing Standards
("SAS")  No. 61  (Communication  with  Audit  Committees)  and SAS No. 90 (Audit
Committee  Communications),  received  written  disclosures from the independent
auditors  required by Independence  Standards Board Standard No. 1 (Independence
Discussions with Audit  Committees) and discussed with the independent  auditors
their independence.  The audit committee also considered whether the independent
auditors'  provision  of  non-audit  services to CompX and its  subsidiaries  is
compatible with such auditors' independence.  Additionally,  the audit committee
discussed  with  CompX's  management  and the  independent  auditors  such other
matters as the  committee  deemed  appropriate.  Based on the audit  committee's
review  of  CompX's  audited  consolidated  financial  statements  and the audit
committee's  discussions with CompX's management and independent  auditors,  the
audit  committee  recommended  to the Board of Directors  that  CompX's  audited
consolidated  financial  statements  for the year  ended  December  31,  2002 be
included in CompX's  Annual Report on Form 10-K for the year ended  December 31,
2002, which has been filed with the SEC.

Edward J. Hardin                                   Keith R. Coogan
Chairman of the Audit Committee                    Member of the Audit Committee

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

Fees  Paid to PwC.  The  SEC  recently  adopted  new  disclosure  rules
applicable  to the  independent  auditor fee  information  effective May 6, 2003
pursuant  to the  Sarbanes-Oxley  Act of 2002.  CompX  has  decided  to  provide
disclosure in accordance with certain of these rules in advance of the effective
date. The following table shows the aggregate fees PwC has billed or is expected
to bill to CompX and its subsidiaries for services rendered for 2001 and 2002.

Type of Fees                    2001         2002
-------------------------------------    -----------    --------

Audit Fees (1).......................      $216,443     $273,086
Audit-Related Fees (2)...............        87,377       53,192
Tax Fees (3).........................        21,591       54,632
All Other Fees (4)...................           -0-       10,680
--------     --------

Total................................      $325,411     $391,590
=======      =======

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

(1)      Fees for the following services:

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

(2)      Fees for employee benefit plan audits.

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

(4)      Fees for all services not described in the other categories.  CompX did
not  pay  any  fees  for  financial   information   systems  design  or
implementation  of such systems.  For 2002,  the disclosed fees include
consulting and software services.

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 FOR THE 2004 ANNUAL MEETING

Stockholders   may  submit   proposals  on  matters   appropriate   for
stockholder action at CompX's annual stockholder meetings, consistent with rules
adopted by the SEC.  CompX must receive such  proposals  not later than December
10, 2003 to be considered for inclusion in the proxy statement and form of proxy
card relating to the Annual  Meeting of  Stockholders  in 2004.  CompX's  bylaws
require that the proposal  must set forth a brief  description  of the proposal,
the name and  address of the  proposing  stockholder  as they  appear on CompX's
books, the number of shares of CompX Common Stock the stockholder  holds and any
material interest the stockholder has in the proposal.

Since CompX does not have a standing nominating  committee of its Board
of  Directors,  the  Board of  Directors  will  consider  the  director  nominee
recommendations of CompX stockholders.  CompX's bylaws require that a nomination
set forth the name and address of the nominating  stockholder,  a representation
that the  stockholder  will be a stockholder  of record  entitled to vote at the
annual  stockholder  meeting  and intends to appear in person or by proxy at the
meeting  to  nominate  the  nominee,   a  description  of  all  arrangements  or
understandings  between  the  stockholder  and the  nominee  (or  other  persons
pursuant  to  which  the  nomination  is to be  made),  such  other  information
regarding  the nominee as would be required to be included in a proxy  statement
filed  pursuant  to the proxy rules of the SEC and the consent of the nominee to
serve as a CompX director if elected.

For proposals or director  nominations to be brought at the 2004 Annual
Meeting  of  Stockholders  but not  included  in the  proxy  statement  for such
meeting,  CompX's  bylaws  require  that  the  proposal  or  nomination  must be
delivered or mailed to the  principal  executive  offices of CompX no later than
forty-five  days prior to the earlier of the date (as if in the current year) on
which  notice  of the date of the last  annual  meeting  was  mailed  or  public
disclosure of the date of the meeting was made. Proposals and nominations should
be addressed to: Corporate  Secretary,  CompX  International Inc., Three Lincoln
Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas 75240-2697.  2002 ANNUAL
REPORT ON FORM 10-K

A copy of CompX's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2002,  as filed with the SEC,  is  included as part of the annual
report mailed to CompX's stockholders with this proxy statement.

ADDITIONAL COPIES

Pursuant to an SEC rule  concerning  the delivery of annual reports and
proxy statements,  a single set of these reports may be sent to any household at
which two or more  stockholders  reside if they appear to be members of the same
family.  Each  stockholder  continues  to receive a separate  proxy  card.  This
procedure,  referred  to  as  householding,  reduces  the  volume  of  duplicate
information  stockholders  receive and reduces mailing and printing expenses.  A
number of  brokerage  firms have  instituted  householding.  Certain  beneficial
stockholders who share a single address may have received a notice that only one
annual  report  and  proxy  statement  would  be sent to that  address  unless a
stockholder  at that  address  gave  contrary  instructions.  If, at any time, a
stockholder who holds shares through a broker no longer wishes to participate in
householding  and would prefer to receive a separate proxy statement and related
materials,  or if such  stockholder  currently  receives  multiple copies of the
proxy  statement  and related  materials at his or her address and would like to
request householding of CompX communications,  the stockholder should notify his
or her broker.  Additionally,  CompX will  promptly  deliver a separate  copy of
CompX's  2002 annual  report or this proxy  statement  to any  stockholder  at a
shared address to which a single copy of such documents was delivered,  upon the
written or oral request of the stockholder.

To obtain copies of CompX's 2002 annual report or this proxy  statement
without  charge,  please  mail your  request to 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
March 31, 2003

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 19, 2003

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 2003
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 Monday, May 19,
2003, at 1:30 p.m.  (local time),  and at any adjournment or postponement of the
Meeting,  all of the shares of class A and class B common stock, par value $0.01
per  share,  of  CompX  standing  in the  name of the  undersigned  or that  the
undersigned  may be  entitled  to vote on the  proposals  set forth,  and in the
manner directed, on this proxy card.

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

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

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

CompX International Inc.

[Name]
[Address]

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

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

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

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

B.       Other Matters

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

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

[ ] FOR                   [ ] AGAINST                    [ ] ABSTAIN

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

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

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

[                    ]    [                    ]    [ ][ ]/[ ][ ]/[ ][ ][ ][ ]
--------------------      --------------------