SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

CompX International Inc.
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

20563P 10 1
(CUSIP Number)

STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 17, 2004
(Date of Event which requires Filing
of this Statement)

If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule  because of sections  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

(Continued on following pages)

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

TIMET Finance Management Company

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,318,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,318,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,318,610

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

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

25.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Titanium Metals Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,318,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,318,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,318,610

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

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

25.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tremont LLC

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,318,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,318,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,318,610

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

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

25.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Valhi Group, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

National City Lines, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NOA, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Holding Company

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dixie Rice Agricultural Corporation, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Southwest Louisiana Land Company, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Contran Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Combined Master Retirement Trust

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold Simmons Foundation, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,692,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

1,692,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,692,610

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

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

33.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold C. Simmons

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)  [  ]

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

90,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     1,712,610
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          90,700

10     SHARED DISPOSITIVE POWER

1,712,610

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

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

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

0.0%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 5
TO SCHEDULE 13D

This amended  statement on Schedule 13D (this  "Statement")  relates to the
class A common stock, par value $0.01 per share (the "Class A Shares"), of CompX
International Inc., a Delaware corporation (the "Company").  Items 2, 3, 4 and 5
of this Statement are hereby amended as set forth below.

Item 2.  Identity and Background.

Item 2 is amended and restated as follows.

(a)  The   following   entities  or  person  are  filing   this   Statement
(collectively, the "Reporting Persons"):

(i) TIMET Finance  Management  Company  ("TFMC") as a direct holder of
Class A Shares;

(ii) Titanium Metals Corporation ("TIMET") and Tremont LLC ("Tremont")
by virtue of their direct and indirect ownership of TFMC;

(iii)Valhi,  Inc. ("Valhi") by virtue of its direct ownership of Class
A Shares and its indirect ownership of TFMC;

(iv)  Valhi  Group,   Inc.   ("VGI"),   National   City  Lines,   Inc.
("National"),  NOA, Inc. ("NOA"),  Dixie Holding Company ("Dixie Holding"),
Dixie  Rice  Agricultural  Corporation,   Inc.  ("Dixie  Rice"),  Southwest
Louisiana   Land   Company,   Inc.   ("Southwest"),   Contran   Corporation
("Contran"),  The  Combined  Master  Retirement  Trust (the "CMRT") and the
Harold  Simmons  Foundation,  Inc.  (the  "Foundation")  by virtue of their
indirect ownership of TFMC and direct or indirect ownership of Valhi; and

(v) Harold C.  Simmons by virtue of his  direct  ownership  of Class A
Shares and his positions with Contran and certain of the other entities (as
described in this Statement).

By  signing this Statement, each Reporting Person agrees that this  Statement is
filed on its or his behalf.

TFMC and Valhi are  the holders of 25.7% and 7.3%, respectively, of the
5,130,780 Class A Shares outstanding as of May 21, 2004 according to information
the Company provided (the "Outstanding Class A Shares").

Valcor,  Inc.  ("Valcor") directly holds 100%, or 10,000,000 shares, of the
Company's class B common stock,  par value $0.01 per share (the "Class B Shares"
and collectively  with the Class A Shares shall be referred to as the "Shares").
The description of the relative rights of the Shares  contained in the Company's
restated certificate of incorporation is hereby incorporated herein by reference
to Exhibit 1 to this  Statement  (the amended and restated  index to exhibits of
which is set forth in  Amendment  No. 4 to this  Statement).  As a result of its
ownership  of all of the Class B Shares,  Valcor  directly  holds  approximately
66.1% of the combined  voting power (95.1% for the election of directors) of all
classes of voting  stock of the  Company.  Valcor  may be deemed to control  the
Company.

As a result of Valcor's direct ownership of all of the Class B Shares,  and
TFMC's and Valhi's  direct  ownership  of 25.7% and 7.3%,  respectively,  of the
Outstanding  Class A Shares,  Valhi,  directly and indirectly,  may be deemed to
hold approximately 77.3% of the combined voting power (96.7% for the election of
directors) of all classes of voting stock of the Company.

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC.  Tremont,  the CMRT,  Harold C. Simmons' spouse and Valhi are the
holders of approximately 39.7%, 8.4%, 6.3% and 1.2% of the outstanding shares of
TIMET common stock. Tremont may be deemed to control TIMET. The ownership of Mr.
Simmons'  spouse  is  based  on  the  1,600,000  6  5/8%  Convertible  Preferred
Securities, Beneficial Unsecured Convertible Securities of TIMET Capital Trust I
(the "BUCs") that she directly owns,  which are convertible  into 214,240 shares
of TIMET common  stock.  The ownership of Valhi  includes  1,968 shares of TIMET
common stock that Valhi has the right to acquire upon  conversion of 14,700 BUCs
that Valhi directly holds.  The percentage  ownership of TIMET common stock held
by each of Mr. Simmons' spouse and Valhi assumes the full conversion of only the
BUCS she or Valhi owns, respectively.

Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont and 100% of the outstanding  shares of common stock of Valcor.  Valhi
may be deemed to  control  Tremont  and  Valcor.  VGI,  National,  Contran,  the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the  direct  holders of 77.6%,  9.1%,  3.1%,  0.9%,  0.4% and 0.1%,
respectively,  of the common stock of Valhi. Together, VGI, National and Contran
may be deemed to control Valhi.  National,  NOA and Dixie Holding are the direct
holders  of  approximately  73.3%,  11.4%  and  15.3%,   respectively,   of  the
outstanding  shares of common stock of VGI.  Together,  National,  NOA and Dixie
Holding may be deemed to control VGI.  Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding shares of common
stock of National and together  may be deemed to control  National.  Contran and
Southwest are the direct holders of approximately 49.9% and 50.1%, respectively,
of the  outstanding  shares of common stock of NOA and together may be deemed to
control NOA. Dixie Rice is the direct holder of 100% of the  outstanding  shares
of common  stock of Dixie  Holding and may be deemed to control  Dixie  Holding.
Contran is the holder of 100% of the outstanding shares of common stock of Dixie
Rice  and may be  deemed  to  control  Dixie  Rice.  Contran  is the  holder  of
approximately  88.9% of the outstanding  shares of common stock of Southwest and
may be deemed to control Southwest.

Substantially all of Contran's  outstanding  voting stock is held by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  As sole trustee of
the Trusts,  Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran  stock held by the Trusts.  Mr.  Simmons,  however,  disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

The Foundation  directly holds approximately 0.9% of the outstanding shares
of Valhi common stock. The Foundation is a tax-exempt  foundation  organized for
charitable  purposes.  Harold C.  Simmons  is the  chairman  of the board of the
Foundation and may be deemed to control the Foundation.

The CDCT No. 2 directly holds  approximately 0.4% of the outstanding shares
of Valhi common stock. U.S. Bank National  Association  serves as the trustee of
the CDCT No. 2.  Contran  established  the CDCT No. 2 as an  irrevocable  "rabbi
trust" to assist Contran in meeting certain  deferred  compensation  obligations
that it owes to Harold C. Simmons.  If the CDCT No. 2 assets are insufficient to
satisfy  such  obligations,  Contran is obligated to satisfy the balance of such
obligations  as they come due.  Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held  directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.

The CMRT directly holds  approximately  8.4% of the  outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Valhi  established  the CMRT as a trust to permit the  collective  investment by
master trusts that maintain the assets of certain  employee  benefit plans Valhi
and related  companies  adopt. Mr. Simmons is the sole trustee of the CMRT and a
member of the trust  investment  committee for the CMRT.  Mr.  Simmons is also a
participant in one or more of the employee benefit plans that invest through the
CMRT.

Valmont Insurance  Company  ("Valmont"),  NL Industries,  Inc. ("NL") and a
subsidiary of NL directly own 1,000,000  shares,  3,522,967 shares and 1,186,200
shares, respectively,  of Valhi common stock. Valhi is the direct holder of 100%
of the  outstanding  shares of Valmont common stock and may be deemed to control
Valmont.   Valhi  and  Tremont  LLC   ("Tremont")  are  the  direct  holders  of
approximately  62.3% and 21.1%,  respectively,  of the outstanding  shares of NL
common  stock and together may be deemed to control NL. Valhi is the sole member
of Tremont and may be deemed to control Tremont. Pursuant to Delaware law, Valhi
treats the shares of Valhi common stock that Valmont,  NL and the  subsidiary of
NL own as  treasury  stock for  voting  purposes  and for the  purposes  of this
Statement such shares are not deemed outstanding.

Mr. Harold C. Simmons is chairman of the board of Tremont,  Valcor,  Valhi,
VGI,  National,  NOA,  Dixie  Holding,  Dixie  Rice,  Southwest  and Contran and
chairman of the board and chief executive officer of NL.

By virtue of the  holding  of the  offices,  the  stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities may be deemed to possess  indirect  beneficial  ownership of the Shares
that are directly held by Valcor, TFMC or Valhi.  However, Mr. Simmons disclaims
such  beneficial  ownership  of  the  Shares  beneficially  owned,  directly  or
indirectly,  by any of such  entities,  except to the  extent of his  individual
vested beneficial interest,  if any, in the assets the CMRT or his interest as a
beneficiary of the CDCT No. 2.

Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares. Mr.
Simmons may be deemed to share  indirect  beneficial  ownership  of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.

A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries of which are the  grandchildren of his spouse is the direct holder
of  4,760  shares  of TIMET  common  stock.  Mr.  Simmons  disclaims  beneficial
ownership of these shares.

Certain information  concerning the directors and executive officers of the
Reporting  Persons,  including  offices  held by Mr.  Simmons  is set  forth  on
Schedule B attached hereto and incorporated herein by reference.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is amended as follows.

The total  amount of funds  TFMC used to  acquire  the Class A Shares  TFMC
purchased as reported in Item 5(c) was $790,866.00 (including commissions). TFMC
obtained such funds through an intercompany  advance from TIMET,  net of amounts
TIMET owed TFMC.

The Reporting  Persons  understand  that the funds  required by each person
named in Schedule B to this  Statement to acquire  Class A Shares were from such
person's personal funds.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

TFMC  purchased  the  Class A  Shares  reported  in Item  5(c) in  order to
increase its equity interest in the Company.

On May 20,  2004,  NL announced  that as part of its plan to diversify  its
holdings and business interests, NL intends to enter into discussions with Valhi
regarding  the  possible  acquisition  of up to the  approximately  68.6% of the
outstanding  Shares directly held by Valhi and Valcor. In the  announcement,  NL
stated  that it had already  formed a  committee  of  independent  directors  to
consider and negotiate the potential terms pursuant to which NL might purchase a
controlling  interest in CompX from Valhi and Valcor.  There can be no assurance
as to the final terms of such a transaction or that any such transaction will be
consummated,  and no agreement or understanding regarding the potential terms of
any such transaction have been proposed.

Depending  upon their  evaluation of the Company's  business and prospects,
and upon future developments (including,  but not limited to, performance of the
Class A Shares in the market,  availability of funds, alternative uses of funds,
and money, stock market and general economic  conditions),  any of the Reporting
Persons or other  entities that may be deemed to be affiliated  with Contran may
from time to time purchase Class A Shares,  and any of the Reporting  Persons or
other entities that may be deemed to be affiliated with Contran may from time to
time dispose of all or a portion of the Class A Shares held by such  person,  or
cease buying or selling Class A Shares.  Any such additional  purchases or sales
of the Class A Shares may be in open market or privately negotiated transactions
or otherwise.

The information included in Item 2 of this Statement is hereby incorporated
herein by  reference.  As described  under Item 2 of this  Statement,  Harold C.
Simmons may be deemed to control the Company.

The information included in Item 6 of this Statement is hereby incorporated
herein by reference.

The Reporting Persons  understand that prior purchases of Class A Shares by
persons  named in Schedule B to this  Statement  (other than Harold C.  Simmons)
were made for the purpose of each such person's personal investment.

Certain  of the  persons  named in  Schedule  B to this  Statement,  namely
Messrs.  Eugene K. Anderson,  Robert D. Graham, J. Mark Hollingsworth,  Keith A.
Johnson,  William J. Lindquist,  Kelly D. Luttmer,  A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons,  Gregory M. Swalwell and Steven L.
Watson are officers and/or  directors of the Company or perform services for the
Company as employees of one of the Company's parent corporations and may acquire
Class A Shares from time to time  pursuant to  employee  benefit  plans that the
Company  sponsors  or  other  compensation  arrangements  with  the  Company  or
otherwise.

Except as described in this Item 4, none of the  Reporting  Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals  which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended as follows.

(a) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 1,318,610, 374,000, 90,700 20,000 Class A Shares, respectively.

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

(1) TFMC,  TIMET and Tremont  may each be deemed to be the  beneficial
owner  of  the  1,318,610  Class  A  Shares  (approximately  25.7%  of  the
Outstanding Class A Shares) that TFMC holds directly;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the  CMRT  and  the  Foundation  may  each  be  deemed  to be the
beneficial  owner of the 1,692,610 Class A Shares  (approximately  33.0% of
the Outstanding Class A Shares) that TFMC and Valhi hold directly; and

(3) Harold C. Simmons may be deemed to be the beneficial  owner of the
1,803,310 Class A Shares  (approximately  35.1% of the Outstanding  Class A
Shares) that TFMC, Valhi, he and his spouse hold directly.

Except to the  extent of  the 90,700 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.

(b) By virtue of the relationships described in Item 2:

(1) TMFC,  TIMET and  Tremont may each be deemed to share the power to
vote  and  direct  the   disposition  of  the  1,318,610   Class  A  Shares
(approximately  25.7% of the  Outstanding  Class A Shares)  that TFMC holds
directly;

(2) Valhi, VGI, National,  NOA, Dixie Holding,  Dixie Rice, Southwest,
Contran,  the CMRT and the Foundation may each be deemed to share the power
to vote  and  direct  the  disposition  of the  1,692,610  Class  A  Shares
(approximately 33.0% of the Outstanding Class A Shares) that TFMC and Valhi
hold directly;

(3)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the disposition of the 1,712,610 Class A Shares (approximately 33.4%
of the  Outstanding  Class A Shares)  that TFMC,  Valhi and his spouse hold
directly; and

(4) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 90,700 Class A Shares  (approximately 1.8% of
the Outstanding Class A Shares) that he directly holds.

(c) TFMC is the only Reporting  Person to have  transactions in the Class A
Shares  during the past 60 days.  TFMC executed the  following  transactions  in
Class A Shares on the New York Stock Exchange.

Number of        Approximate Price Per Share ($)
Date                 Shares            (exclusive of commissions)
------------         -------------      -------------------------------

03/31/04              15,000                       $13.50
04/01/04               3,500                       $13.00
05/05/04                 500                       $13.25
05/06/04                 500                       $13.25
05/07/04               9,700                       $13.25
05/07/04                 300                       $13.19
05/07/04               2,800                       $13.00
05/10/04               6,800                       $13.00
05/10/04                 200                       $12.87
05/17/04                 500                       $13.20
05/17/04                 200                       $13.25
05/18/04               2,300                       $13.00
05/18/04              10,000                       $13.25
05/21/04               7,100                       $13.40

On May 19, 2004, Glenn R. Simmons and Steven L. Watson,  each a director or
executive officer of certain of the Reporting Persons, each received a grant for
his  service as  director  of the  Company  1,000  Class A Shares as part of the
Company's annual grant of Class A Shares to each its nonemployee directors.

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

(e) Not applicable.

Signature

After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  May 28, 2004

/s/ Harold C. Simmons
---------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and incorporated
herein by reference.

Signature

After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  May 28, 2004

/s/ J. Landis Martin
---------------------
J. Landis Martin
Signing in the
capacities listed on
Schedule "A" attached
hereto and incorporated
herein by reference.

Signature

After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  May 28, 2004

/s/ Steven L. Watson
---------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and incorporated
herein by reference.

Signature

After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

Date:  May 28, 2004

/s/ Gregory M. Swalwell
-----------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and incorporated
herein by reference.

SCHEDULE A

J.  LANDIS  MARTIN,  as  chairman of the board,  president  and chief  executive
officer of TITANIUM METALS CORPORATION.

HAROLD C.  SIMMONS,  in his  individual  capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.

STEVEN L. WATSON, as president or vice president of each of:

CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.

GREGORY M. SWALWELL, as vice president of TIMET Finance Management Company.

Schedule B

The names of the directors and  executive  officers of Contran  Corporation
("Contran"),  Dixie Holding Company ("Dixie  Holding"),  Dixie Rice Agricultural
Corporation,  Inc.  ("Dixie  Rice"),  the Harold Simmons  Foundation,  Inc. (the
"Foundation"),  National  City Lines,  Inc.  ("National"),  NOA,  Inc.  ("NOA"),
Southwest Louisiana Land Company, Inc.  ("Southwest"),  TIMET Finance Management
Company   ("TFMC"),   Titanium  Metals   Corporation   ("TIMET"),   Tremont  LLC
("Tremont"),  Valhi Group,  Inc.  ("VGI") and Valhi,  Inc.  ("Valhi")  and their
present  principal   occupations  are  set  forth  below.  Except  as  otherwise
indicated, each such person is a citizen of the United States of America and the
business  address of each such person is 5430 LBJ Freeway,  Suite 1700,  Dallas,
Texas 75240.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------

Eugene K. Anderson                 Vice  president of  Contran,  Dixie  Holding,
Dixie   Rice,   National,   NOA,   Southwest,
Tremont,  VGI and Valhi; and treasurer of the
Foundation.

Thomas E. Barry (1)                Vice   president  for  executive  affairs  at
Southern  Methodist  University and professor
of  marketing  in the Edwin L. Cox  School of
Business  at Southern  Methodist  University;
and  a  director  of  Keystone   Consolidated
Industries,  Inc.,  an  affiliate  of Contran
("Keystone"), and Valhi.

Norman S. Edelcup (2)              Senior  vice  president  business development
of Florida  Savings  Bancorp;  mayor of Sunny
Isles  Beach,  Florida;  trustee of the Baron
Funds,  a mutual fund group;  and director of
Valhi.

Lisa Simmons Epstein               Director and president of the Foundation.

Victoria L. Garret (3)             Director,  president and  secretary of  TFMC;
and  assistant   vice  president  of  Griffin
Corporate Services, Inc.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------
Robert D. Graham                   Vice  president  of  Contran, Dixie  Holding,
Dixie Rice, the  Foundation,  National,  NOA,
Southwest, TIMET, Tremont, VGI and Valhi; and
vice president, general counsel and secretary
of   Kronos    Worldwide,    Inc.    ("Kronos
Worldwide")  and NL  Industries,  Inc.,  both
affiliates of Valhi ("NL").

Norman N. Green (4)                A private investor and a director of TIMET.

J. Mark Hollingsworth              Vice   president   and  general  counsel   of
Contran, Dixie Holding, Dixie Rice, National,
NOA,  Southwest,   Tremont,  VGI  and  Valhi;
general  counsel  of  the  Foundation,  CompX
International,  Inc. (the  "Company") and The
Combined  Master  Retirement  Trust,  a trust
Valhi  established  to permit the  collective
investment by master trusts that maintain the
assets  of  certain  employee  benefit  plans
Valhi  and  related   companies   adopt  (the
"CMRT");   and  acting  general   counsel  of
Keystone.

Gary C. Hutchison (5)              Neurological  surgeon;   Associate   Clinical
Professor of  Neurosurgery  at the University
of Texas Health Science Center (Dallas);  and
a director of TIMET.

Francis B. Jacobs, II (3)          Director  of  TFMC;  and vice    president  of
Griffin Corporate Services, Inc.

Keith A. Johnson                   Controller of the Foundation.

Christian Leonhard (6)             Chief operating officer - Europe of TIMET.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------
William J. Lindquist               Director    and  senior  vice  president   of
Contran,  Dixie  Holding,  National,  NOA and
VGI;  senior  vice  president  of Dixie Rice,
Southwest, Tremont and Valhi.

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

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

J. Landis Martin (7)               Chairman   of   the   board,   president  and
chief executive officer of TIMET.

Andrew McCollam, Jr. (8)           President   and  a  director  of   Southwest;
director  of  Dixie   Rice;   and  a  private
investor.

W. Hayden McIlroy (9)              Private investor  primarily  in  real estate;
and  a  director  of  Valhi,  Med  Images,  a
medical   information   company,   and  Cadco
Systems,  Inc., a  manufacturer  of emergency
alert systems.

Harold M. Mire (10)                Vice president of Dixie Rice and Southwest.

Robert E. Musgraves (7)            Chief   operating  officer  -  North  America
of TIMET.

Albert W. Niemi, Jr. (11)          Dean of the Edwin L. Cox  School of  Business
at  Southern  Methodist  University;   and  a
director of TIMET.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------
Bobby D. O'Brien                   Vice  president,  treasurer and  director  of
Dixie  Holding,  National,  NOA and VGI; vice
president  and  treasurer  of Contran,  Dixie
Rice, Southwest,  Tremont and Valhi; and vice
president of TIMET.

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

Harold C. Simmons                  Chairman  of  the  board  of  Contran,  Dixie
Holding,    Dixie   Rice,   the   Foundation,
National, NOA, Southwest,  Tremont, Valhi and
VGI;   chairman   of  the   board  and  chief
executive officer of Kronos Worldwide and NL;
and   trustee   and   member   of  the  trust
investment committee of the CMRT.

Richard A. Smith (10)              Vice president of Dixie Rice.

Gregory M. Swalwell                Vice  president  and  controller of  Contran,
Dixie  Holding,   National,  NOA,  Southwest,
Tremont,   Valhi  and  VGI;  vice  president,
finance and chief financial officer of Kronos
Worldwide  and NL;  vice  president  of Dixie
Rice; vice president of TIMET;  and director,
vice president and treasurer of TFMC.

Name                              Present Principal Occupation
-----------------------------      ---------------------------------------------
J. Walter Tucker, Jr. (12)         President, treasurer and a director of Tucker
&  Branham,   Inc.,   a   mortgage   banking,
insurance  and  real  estate  company;   vice
chairman of the board of Keystone; a director
of   Valhi;   and  a  member   of  the  trust
investment committee of the CMRT.

Steven L. Watson                   Director  and  president  of  Contran,  Dixie
Holding,  Dixie Rice, National,  NOA and VGI;
director,   president  and  chief   executive
officer  of  Valhi;   president  of  Tremont;
director  and  executive  vice  president  of
Southwest;   director,   vice  president  and
secretary of the  Foundation;  and a director
of the Company,  Keystone,  Kronos Worldwide,
NL and TIMET.

Paul J. Zucconi (13)               A private investor and a director of TIMET.

----------

(1)       The  principal  business  address for Dr. Barry is Southern  Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.

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

(3)       The principal  business  address for Ms. Garrett and Mr. Jacobs is 300
Delaware Avenue, Wilmington, Delaware 19801.

(4)       The  principal  business  address for Mr.  Green is 10340 Strait Lane,
Dallas, Texas 75229.

(5)       The principal  business  address for Dr. Hutchison is 8230 Walnut Hill
Lane, Dallas, Texas 75231.

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

(7)       The  principal  business  address for Messrs.  Martin and Musgraves is
1999 Broadway, Suite 4300, Denver, Colorado 80202.

(8)       The principal  business  address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.

(9)       The  principal  business  address for Mr.  McIlroy is 25 Highland Park
Village, Suite 100-341, Dallas, Texas 75225.

(10)      The  principal  business  address  for  Messrs.  Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.

(11)      The  principal  business  address for Dr. Niemi is Southern  Methodist
University,  Cox School of  Business,  200 Fincher  Building,  Dallas,
Texas 75205-0333.

(12)      The  principal  business  address  for Mr.  Tucker  is 400 E.  Central
Boulevard, Orlando, Florida 32801.

(13)      The  principal  business  address  for Mr.  Zucconi is 2801 Mill Haven
Court, Plano, Texas 75093.

SCHEDULE C

Based  upon  ownership  filings  with the  Commission  or upon  information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Class A Shares, as outlined below:

Class A       Stock Options
Name                 Shares Held        Held (1)          Total
-----------------------    -------------    -------------    -------------

Eugene K. Anderson               -0-             3,000            3,000

Thomas E. Barry                  -0-               -0-              -0-

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

Lisa Simmons Epstein             -0-               -0-              -0-

Victoria L. Garrett              -0-               -0-              -0-

Robert D. Graham                 -0-               -0-              -0-

Norman N. Green                  -0-               -0-              -0-

J. Mark Hollingsworth            -0-             7,000            7,000

Gary C. Hutchison                -0-               -0-              -0-

Francis B. Jacobs, II            -0-               -0-              -0-

Keith A. Johnson                 700             4,000            4,700

Christian Leonhard               -0-               -0-              -0-

William J. Lindquist             -0-            10,000           10,000

A. Andrew R. Louis               -0-             4,000            4,000

Kelly D. Luttmer                 200             4,000            4,200

J. Landis Martin                 -0-               -0-              -0-

Andrew McCollam, Jr.             -0-               -0-              -0-

W. Hayden McIlroy                -0-               -0-              -0-

Harold M. Mire                   -0-               -0-              -0-

Class A       Stock Options
Name                 Shares Held        Held (1)          Total
-----------------------    -------------    -------------    -------------
Robert E. Musgraves              -0-               -0-              -0-

Albert W. Niemi, Jr.             -0-               -0-              -0-

Bobby D. O'Brien                 300            10,000           10,300

Glenn R. Simmons (2)          12,500            55,600           68,100

Harold C. Simmons (3)        110,700               -0-          110,700

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

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

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

Steven L. Watson               5,000            13,600           18,600

Paul J. Zucconi                  -0-               -0-              -0-

----------

(1)       Represents Class A Shares issuable  pursuant to the exercise within 60
days of the date of this Statement of stock options.

(2)       Includes  500 Class A Shares held  directly by Mr.  Glenn R.  Simmons'
spouse. Mr. Simmons disclaims beneficial ownership of all such Shares.

(3)       Includes 20,000 Class A Shares held directly by Mr. Harold C. Simmons'
spouse.  Does not  include  other  Shares of which Mr.  Simmons may be
deemed to possess indirect beneficial  ownership as described in Items
2 and 5(a) of this  Statement.  Except for the  90,700  Class A Shares
that he holds directly,  Mr. Simmons disclaims beneficial ownership of
all Shares.