SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

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)

April 25, 2005
(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

CompX 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)

OO

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                                     2,586,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

49.8%

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

NL Industries, 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

New Jersey

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,586,820
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

49.8%

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

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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                                     3,021,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,021,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,021,420

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

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

58.2%

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

40,700
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,041,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          40,700

10     SHARED DISPOSITIVE POWER

3,041,420

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. 12
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 as follows.

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

(i) CompX Group, Inc. ("CGI") as a direct holder of Class A Shares;

(ii) TIMET Finance Management Company ("TFMC") by virtue of its direct
ownership of CGI and as a direct holder of Class A Shares;

(iii)  NL  Industries,   Inc.  ("NL"),   Titanium  Metals  Corporation
("TIMET"),  Tremont LLC ("Tremont"),  Valhi, Inc.  ("Valhi"),  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  direct or indirect  ownership of CGI and
TFMC; and

(iv) Harold C. Simmons by virtue of his direct and indirect  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.

CGI and TFMC are  direct  holders of 49.8% and 8.4%,  respectively,  of the
5,195,780 Class A Shares  outstanding as of May 3, 2005 according to information
the Company provided (the "Outstanding Class A Shares").

CGI also 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 as described in this Statement is qualified
in  its  entirety  by  the  terms  of  the  Company's  restated  certificate  of
incorporation  that is filed as Exhibit 3.1 to Amendment  No. 1 to the Company's
Registration  Statement  on Form S-1  filed  with the  Securities  and  Exchange
Commission  on  February 4, 1998 (Reg.  No.  333-42643),  which is  incorporated
herein by reference. As a result of its ownership of 49.8% of the Class A Shares
and 100% of the Class B Shares,  CGI directly holds  approximately  82.8% of the
combined  voting power (97.5% of the voting power for the election of directors)
of all classes of voting stock of the Company.  CGI may be deemed to control the
Company.

NL and TFMC are the  direct  holders  of  approximately  82.4%,  and 17.6%,
respectively,  of the outstanding shares of CGI common stock and together may be
deemed to control CGI.  Valhi and TFMC are the direct  holders of  approximately
83.1% and 0.5%,  respectively,  of the outstanding shares of NL common stock and
together may be deemed to control NL.

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC and may be deemed to control  TFMC.  Tremont,  Harold C.  Simmons'
spouse,  the CMRT,  Valhi and  Harold  C.  Simmons  are the  direct  holders  of
approximately  39.5%,  14.3%,  12.0%. 4.5% and 0.8% 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  shares of  TIMET's 6 3/4%  Series A
Convertible  Preferred Stock, par value $0.01 per share (the "Series A Preferred
Stock"),  that she directly owns, which are convertible into 2,666,666 shares of
TIMET common  stock.  The  ownership of Valhi  includes  24,500  shares of TIMET
common  stock  that  Valhi has the right to acquire  upon  conversion  of 14,700
shares of Series A Preferred  Stock that Valhi  directly  holds.  The percentage
ownership of TIMET common  stock held by each of Ms.  Simmons and Valhi  assumes
the full  conversion of only the shares of Series A Preferred Stock she or Valhi
owns, respectively.

Valhi is the sole member of Tremont  and may be deemed to control  Tremont.
VGI, National,  Contran, the Foundation, the Contran Deferred Compensation Trust
No. 2 (the  "CDCT No. 2") and the CMRT are the  direct  holders of 79.1%,  9.3%,
2.1%, 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  12.0% of the outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Valhi  established  the CMRT 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.  Harold C. 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.

NL and a  subsidiary  of NL directly  own  3,522,967  shares and  1,186,200
shares,  respectively,  of Valhi common stock.  Pursuant to Delaware law,  Valhi
treats the shares of Valhi common stock that NL and 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 and chief executive  officer
of NL, vice chairman of TIMET and chairman of the board of CGI, Tremont,  Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

By virtue of the  holding  of the  offices,  the  stock  ownership  and his
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 CGI and TFMC.  However,  Mr.  Simmons  disclaims  such
beneficial  ownership of the Shares beneficially owned,  directly or indirectly,
by any of such entities.

Harold C.  Simmons'  spouse is the direct  owner of 20,000  Class A Shares,
69,475 shares of NL common stock and 43,400  shares of Valhi common  stock.  Mr.
Simmons may be deemed to share indirect beneficial  ownership of such Shares. He
disclaims all such beneficial ownership.

Harold C.  Simmons is the  direct  owner of 40,700  Class A Shares,  30,800
shares of NL common stock (including options  exercisable for 6,000 shares of NL
common  stock),  125,700  shares of TIMET common stock and 3,383 shares of Valhi
common stock.

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  40,000  shares of Valhi  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  $1,510,879.00  (including  commissions).
TFMC  obtained  such funds through an  intercompany  advance from TIMET,  net of
amounts TIMET owed TFMC, if any.

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.

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  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 Shares held by such  person,  or cease buying
or selling Shares.  Any such  additional  purchases or sales of 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.

Certain of the persons named in Schedule B to this Statement, namely Eugene
K. Anderson,  James W. Brown, Robert D. Graham, J. Mark Hollingsworth,  Keith A.
Johnson,  William J. Lindquist,  A. Andrew R. Louis, Kelly D. Luttmer,  Bobby D.
O'Brien,  Glenn R.  Simmons,  Harold C.  Simmons,  John A. St. Wrba,  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) CGI, TFMC, Harold C. Simmons and his spouse are the direct
beneficial owners of 2,586,820, 434,600, 40,700 and 20,000 Class A Shares,
respectively. CGI also directly holds 10,000,000 Class B Shares.

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

(1) CGI and NL may each be  deemed to be the  beneficial  owner of the
2,586,820 Class A Shares  (approximately  49.8% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 82.8% of the combined
voting power,  and 97.5% of the voting power for the election of directors,
of all classes of voting stock of the Company) that CGI holds directly; and

(2) TFMC,  TIMET,  Tremont 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  3,021,420  Class  A  Shares
(approximately  58.2% of the  Outstanding  Class A Shares)  and  10,000,000
Class B Shares (approximately 85.7% of the combined voting power, and 97.9%
of the voting power for the election of directors, of all classes of voting
stock of the Company) that CGI and TFMC hold directly; and

(3) Harold C. Simmons may be deemed to be the beneficial  owner of the
3,082,120 Class A Shares  (approximately  59.3% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 86.1% of the combined
voting power,  and 98.0% of the voting power for the election of directors,
of all classes of voting stock of the Company)  that CGI,  TFMC, he and his
spouse hold directly.

Except to the extent of  the 40,700 Class  A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Shares.

The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Class A Shares as indicated on
Schedule C to this Statement.

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

(1) CGI and NL may  each be  deemed  to  share  the  power to vote and
direct the disposition of the 2,586,820 Class A Shares (approximately 49.8%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  82.8% of the combined voting power, and 97.5% of the voting
power for the election of directors,  of all classes of voting stock of the
Company) that CGI holds directly;

(2) TFMC,  TIMET,  Tremont 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
3,021,420 Class A Shares  (approximately  58.2% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 85.7% of the combined
voting power,  and 97.9% of the voting power for the election of directors,
of all  classes  of  voting  stock of the  Company)  that CGI and TFMC hold
directly;

(3)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the disposition of the 3,041,420 Class A Shares (approximately 58.5%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  85.8% of the combined voting power, and 98.0% of the voting
power for the election of directors,  of all classes of voting stock of the
Company) that CGI, TFMC 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 40,700 Class A Shares  (approximately 0.8% of
the Outstanding Class A Shares) that he directly holds.

(c) The table below sets forth  transactions in the Shares by the Reporting
Persons  during  the past 60 days.  TFMC was the only  Reporting  Person to have
transactions  in the Shares  during the past 60 days.  TFMC executed all of such
transactions,  which were all purchases of Class A Shares, on the New York Stock
Exchange.

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

04/08/05                10,000                    $16.05
04/11/05                12,300                    $15.50
04/11/05                   100                    $15.49
04/11/05                 1,000                    $15.29
04/12/05                   400                    $15.50
04/13/05                   300                    $15.50
04/14/05                 2,200                    $15.50
04/15/05                 1,600                    $15.50
04/18/05                 1,400                    $15.50
04/19/05                12,000                    $15.50
04/20/05                10,700                    $15.50
04/22/05                 2,000                    $15.50
04/25/05                   500                    $15.49
04/25/05                15,700                    $15.50
04/27/05                21,900                    $15.00
05/02/05                 5,800                    $14.50

(d) CGI,  TFMC,  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 Shares directly held by such entity or person.

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 9, 2005

/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 9, 2005

/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 9, 2005

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

SCHEDULE A

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 each of:

COMPX GROUP, INC.
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION

Schedule B

The names of the  directors  and  executive  officers of CompX Group,  Inc.
("CGI"),  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"), NL Industries, Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana
Land Company,  Inc.  ("Southwest"),  TIMET Finance  Management Company ("TFMC"),
Titanium Metals Corporation ("TIMET"), 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  LLC
("Tremont"),  Valhi and VGI; 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.

James W. Brown                Vice  president  and  controller  of  CGI,  NL and
Kronos  Worldwide,  Inc.,  an  affiliate  of Valhi
("Kronos Worldwide").

Joan L. Dobrzynski (2)        Vice   president-client    services  of    Stewart
Management  Company;   and  director,   president,
secretary and assistant treasurer of TFMC.

Norman S. Edelcup (3)         Senior  vice  president  business  development  of
Florida  Savings  Bancorp;  mayor of  Sunny  Isles
Beach, Florida;  director of Valhi; and trustee of
the Baron Funds, a mutual fund group.

Lisa Simmons Epstein          Director and president of the Foundation.

Robert D. Graham              Vice president  of  Contran,  Dixie Holding, Dixie
Rice, the Foundation,  National,  NOA,  Southwest,
TIMET, Tremont, Valhi and VGI; and vice president,
general  counsel  and  secretary  of  CGI,  Kronos
Worldwide and 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, Valhi and VGI; general counsel
of the Foundation, CompX International,  Inc. (the
"Company");  trust counsel of The Combined  Master
Retirement  Trust,  a trust Valhi formed 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.

Bruce P. Inglis (6)           Vice president-finance,  corporate  controller and
treasurer of TIMET.

Francis B. Jacobs, II (2)     Vice   president-client    services   of   Stewart
Management Company;  and director,  vice president
and assistant secretary of TFMC.

Keith A. Johnson              Controller of the Foundation.

Christian Leonhard (7)        Chief operating officer - Europe of TIMET.

William J. Lindquist          Director and  senior  vice   president of Contran,
Dixie  Holding,  National,  NOA,  Tremont and VGI;
senior vice  president  of Dixie Rice,  Southwest,
Tremont and Valhi; and a director of CGI.

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

Kelly D. Luttmer              Vice  president and tax director of Contran,  CGI,
the Company,  Kronos Worldwide,  NL and Valhi; and
tax director Dixie Holding,  Dixie Rice, National,
NOA, Southwest, Tremont, and VGI.

J. Landis Martin (6)          Chairman  of   the   board,  president  and  chief
executive officer of TIMET; and a director of CGI.

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  and  Cadco  Systems,  Inc.,  a
manufacturer of emergency alert systems.

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

Cecil H. Moore, Jr. (11)      Director of NL and  Kronos Worldwide; and  private
investor.

Robert E. Musgraves (6)       Chief operating officer - North America of TIMET.

Albert W. Niemi, Jr. (12)     Dean of the Edwin L. Cox  School  of  Business  at
Southern Methodist  University;  and a director of
TIMET.

Bobby D. O'Brien              Vice    president, treasurer and director of Dixie
Holding, National, NOA and VGI; vice president and
treasurer  of Dixie  Rice,  Southwest  and Tremont
Valhi;  vice president and chief financial officer
of Contran and Valhi; and vice president of TIMET.

Joan H. Prusse (6)            Vice president,  general  counsel and secretary of
TIMET and vice president of Tremont.

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

Harold C. Simmons             Chairman  of the  board   of CGI,  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;  vice  chairman  of TIMET;  and
trustee   and  member  of  the  trust   investment
committee of the CMRT.

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

Thomas P. Stafford (13)       Director  of  NL; and  co-founder  and  affiliated
with   Stafford,   Burke  and  Hecker,   Inc.,   a
Washington based consulting firm.

John A. St. Wrba              Vice  president  and   treasurer  of  CGI,  Kronos
Worldwide,   NL,  Valhi  and  Contran;   and  vice
president of TIMET.

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 CGI, Kronos Worldwide and NL;
vice  president  of  Dixie  Rice  and  TIMET;  and
director, vice president and treasurer of TFMC.

J. Walter Tucker, Jr. (14)    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;  vice chairman of
Kronos  Worldwide;  and a  director  of  CGI,  the
Company, Keystone, NL and TIMET.

Terry N. Worrell (15)         Director   of  NL;  a   private   investor    with
Worrell Investments,  Inc., real estate investment
company.  Paul J. Zucconi (16) 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 Ms. Dobrzynski and Mr. Jacobs is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington, Delaware 19801.

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

(4)  Mr. Green is a citizen of Canada.  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)  The principal business address for Messrs.  Inglis,  Martin,  Musgraves and
Prusse is 1999 Broadway, Suite 4300, Denver, Colorado 80202.

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

(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 Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.

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

(13) The principal business address for Gen. Stafford (ret.) is Stafford,  Burke
& Hecker, Inc., 1006 Cameron Street, Alexandria Virginia 22314.

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

(15) The  principal  business  address for Mr.  Worrell is 6909 Vasser,  Dallas,
Texas 75205.

(16) 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:

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

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

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

James W. Brown                  -0-                 -0-               -0-

Joan L. Dobrzynski              -0-                 -0-               -0-

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

Lisa Simmons Epstein            -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-

Bruce P. Inglis                 -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-

Cecil H. Moore, Jr.             -0-                 -0-               -0-

Robert E. Musgraves             -0-                 -0-               -0-

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

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

Joan H. Prusse                  -0-                 -0-               -0-

Glenn R. Simmons (2)         14,500              56,800            71,300

Harold C. Simmons (3)        60,700                 -0-            60,700

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

Thomas P. Stafford              -0-                 -0-               -0-

John A. St. Wrba                -0-                 -0-               -0-

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

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

Steven L. Watson              5,000              14,800            19,800

Terry N. Worrell                -0-                 -0-               -0-

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  40,700  Class  A  Shares  that he  holds
directly, Mr. Simmons disclaims beneficial ownership of all Shares