SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

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)

December 3, 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

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)

50.0%

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

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)

50.0%

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

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,755,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,755,920

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,755,920

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

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

53.3%

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                                     2,775,920
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          40,700

10     SHARED DISPOSITIVE POWER

2,775,920

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. 10
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 50.0% and 3.3%,  respectively,  of the
5,169,880  Class A Shares  outstanding  as of  December  6,  2004  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 50.0% of the Class A Shares
and 100% of the Class B Shares,  CGI directly holds  approximately  83.0% 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,  Tremont  and TFMC are the  direct  holders  of
approximately 62.2%, 21.1% and 0.5%, 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.

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 and Valhi are the holders of approximately  39.6%, 14.4%, 12.0%
and 1.3% 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.

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%,  3.4%,  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.

Valmont Insurance Company  ("Valmont"),  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.  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 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) 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.

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  $1,605,000.00  (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.

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,  169,100,  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  50.0% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 83.0% 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  2,755,920  Class  A  Shares
(approximately  53.3% of the  Outstanding  Class A Shares)  and  10,000,000
Class B Shares (approximately 84.1% of the combined voting power, and 97.7%
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
2,816,620 Class A Shares  (approximately  54.5% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 84.5% of the combined
voting power,  and 97.8% 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.

(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 50.0%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  83.0% 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
2,755,920 Class A Shares  (approximately  53.3% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 84.1% of the combined
voting power,  and 97.7% 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 2,775,920 Class A Shares (approximately 53.7%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  84.2% of the combined voting power, and 97.7% 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) TFMC is the only Reporting  Person to have  transactions in the Class A
Shares since November 22, 2004, the last reported transaction in Amendment No. 9
to this Schedule 13D. TFMC executed the following  purchase of Class A Shares on
the New York Stock Exchange.

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

12/03/04          100,000                  $16.00

(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:  December 10, 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:  December 10, 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:  December 10, 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

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