SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant:                        [ X ]
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[   ]  Definitive Additional Materials           permitted by Rule 14a-6(e)(2))
[   ]  Soliciting Materials Pursuant to Section 240.14a-11(c) or 
Section 240.14a-12

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

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[LOGO GOES HERE]

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

April 1, 2002

To Our Stockholders:

You are  cordially  invited  to  attend  the  2002  Annual  Meeting  of
Stockholders of CompX International Inc., which will be held on Tuesday, May 14,
2002, at 10:00 a.m., local time, at CompX's  corporate  offices at Three Lincoln
Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas. The matters to be acted
upon at the meeting are  described in the attached  Notice of Annual  Meeting of
Stockholders and Proxy Statement.

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

Sincerely,

/s/ Brent A. Hagenbuch
Brent A. Hagenbuch
President and Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 14, 2002

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY  GIVEN that the 2002  Annual  Meeting of  Stockholders
(the "Meeting") of CompX International Inc., a Delaware  corporation  ("CompX"),
will be held on Tuesday,  May 14, 2002,  at 10:00 a.m.,  local time,  at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas for the following purposes:

(1)      To elect six directors to serve until the 2003 Annual  Meeting
of  Stockholders  and until their  successors are duly elected
and qualified or their earlier removal, resignation or death;

(2)      To  consider  and vote on a  proposal  to  approve  the  CompX
International Inc. 1997 Long-Term Incentive Plan; and

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

The board of  directors of CompX set the close of business on March 18,
2002 as the record date (the  "Record  Date") for the  Meeting.  Only holders of
CompX's  class A common  stock,  par value  $0.01 per share,  and class B common
stock,  par value  $0.01 per share,  at the close of business on the Record Date
are entitled to notice of, and to vote at, the Meeting.  CompX's stock  transfer
books  will  not be  closed  following  the  Record  Date.  A  complete  list of
stockholders  entitled to vote at the Meeting will be available for  examination
during normal business hours by any stockholder of CompX,  for purposes  related
to the Meeting, for a period of ten days prior to the Meeting at the place where
CompX will hold the Meeting.

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

By Order of the Board of Directors,

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

Dallas, Texas
April 1, 2002

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

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PROXY STATEMENT

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

GENERAL INFORMATION

This  proxy  statement  and  the  accompanying  proxy  card  or  voting
instruction  form are being  furnished in connection  with the  solicitation  of
proxies by and on behalf of the board of directors (the "Board of Directors") of
CompX International Inc., a Delaware corporation ("CompX"),  for use at the 2002
Annual Meeting of Stockholders of CompX to be held on Tuesday,  May 14, 2002 and
at any adjournment or postponement  thereof (the  "Meeting").  The  accompanying
Notice of Annual  Meeting of  Stockholders  (the  "Notice") sets forth the time,
place and  purposes  of the  Meeting.  The  Notice,  this proxy  statement,  the
accompanying  proxy card or voting instruction form and CompX's Annual Report to
Stockholders,  which includes  CompX's Annual Report on Form 10-K for the fiscal
year ended  December 31, 2001 (the "Annual  Report"),  are first being mailed to
the holders of CompX's class A common  stock,  par value $0.01 per share ("CompX
Class A Common  Stock"),  and CompX's class B common stock,  par value $0.01 per
share  ("CompX  Class B Common  Stock" and  collectively  with the CompX Class A
Common Stock,  the "CompX  Common  Stock"),  on or about April 8, 2002.  CompX's
principal  executive  offices  are  located at Three  Lincoln  Centre,  5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697.

QUORUM, VOTING RIGHTS AND PROXY SOLICITATION

The record date set by the Board of Directors for the  determination of
stockholders  entitled  to notice of and to vote at the Meeting was the close of
business on March 18, 2002 (the "Record  Date").  As of the Record  Date,  there
were  5,103,280  shares of CompX Class A Common Stock and  10,000,000  shares of
CompX Class B Common Stock issued and  outstanding.  Each share of CompX Class A
Common  Stock  entitles  its holder to one vote on all matters to be acted on at
the Meeting. Each share of CompX Class B Common Stock entitles its holder to ten
votes  with  respect  to the  election  of  directors  and one vote on all other
matters to be acted on at the Meeting.  The presence,  in person or by proxy, of
the holders of a majority of the votes of CompX Common Stock entitled to vote at
the Meeting,  counted as a single class, is necessary to constitute a quorum for
the conduct of business at the  Meeting.  Shares of CompX  Common Stock that are
voted to abstain from any business coming before the Meeting and  broker/nominee
non-votes  will be counted as being in attendance at the Meeting for purposes of
determining whether a quorum is present.

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

A majority  of the votes  cast of the CompX  Class A and Class B Common
Stock,  voting together as a single class,  represented and entitled to be voted
at the  Meeting,  is  required  to approve  the CompX  International  Inc.  1997
Long-Term Incentive Plan (the "1997 Plan"). Broker/nominee non-votes will not be
counted as voted with regard to the  approval  of the 1997 Plan and,  therefore,
will have no effect on its  approval.  Abstentions  will be counted as voted and
will have the same effect as a vote against the approval of the 1997 Plan.

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

Unless otherwise specified,  the agents designated in the proxy card or
voting  instruction  form will  vote the  shares  represented  by a proxy at the
Meeting  "FOR"  the  election  of the  nominees  for  director  of the  Board of
Directors, "FOR" the approval of the 1997 Plan and, to the extent allowed by the
federal  securities  laws,  in the  discretion of the agents on any other matter
that may properly come before the Meeting.

Valcor,  Inc.  ("Valcor") directly holds 100% of the outstanding shares
of  CompX  Class  B  Common  Stock  as of  the  Record  Date,  which  represents
approximately  66.2% of the  outstanding  shares  of CompX  Class A and B Common
Stock combined. Valcor is a wholly owned subsidiary of Valhi, Inc. ("Valhi") and
both are  affiliates of Contran  Corporation  ("Contran").  Valhi directly holds
approximately 7.3% of the outstanding shares of CompX Class A Common Stock as of
the Record Date  (approximately  2.5% of the combined  voting power of the CompX
Common  Stock).  Together  Valcor  and  Valhi  hold  approximately  68.7% of the
combined  voting power of the CompX Common  Stock  (approximately  95.5% for the
election  of  directors)  as of the  Record  Date.  Both Valhi and  Contran  are
diversified holding companies that Harold C. Simmons may be deemed to control.

Valcor and Valhi have indicated their intention to have their shares of
CompX Common Stock represented at the Meeting,  voted "FOR" the election of each
of the nominees for director of the Board of Directors and "FOR" the approval of
the 1997 Plan.  If Valcor  alone  attends  the Meeting in person or by proxy and
votes as indicated,  the Meeting will have a quorum  present,  the  stockholders
will elect all the  nominees  for the Board of  Directors  and  approve the 1997
Plan.

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

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

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

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

ELECTION OF DIRECTORS
(Proposal 1)

The bylaws of CompX  provide that the Board of Directors  shall consist
of not less than one and not more than fifteen persons,  as determined from time
to time by the Board of Directors in its discretion.  The Board of Directors has
currently  set the number of  directors  at six.  The  directors  elected at the
Meeting will hold office until the 2003 Annual Meeting of Stockholders and until
their  successors  are duly  elected and  qualified  or their  earlier  removal,
resignation or death.

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

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

Nominees for Director.  The following  information has been provided by
the respective nominees for election as directors of CompX for terms expiring at
the 2003 Annual Meeting of Stockholders.

Paul M. Bass,  Jr., age 66, has been a director of CompX since 1997 and
is a member of CompX's  audit  committee  and  chairman  of  CompX's  management
development and  compensation  committee (the "MD&C  Committee").  Mr. Bass also
serves as a director of Contran's  less-than-majority-owned  affiliate, Keystone
Consolidated  Industries,  Inc. ("Keystone"),  a steel fabricated wire products,
industrial  wire and carbon steel rod company.  From prior to 1997, Mr. Bass has
served as vice chairman of First Southwest Company, a privately owned investment
banking  firm.  Mr.  Bass is also  chairman of the board of  MorAmerica  Private
Equities  Company  and a  director  and  chairman  of  the  audit  committee  of
California  Federal Bank. Mr. Bass is currently serving as chairman of the board
of Zale Lipshy  University  Hospital  and St. Paul  University  Hospital  and as
chairman of the board of trustees of the Southwestern Medical Foundation.

David A.  Bowers,  age 64, has served as CompX's  vice  chairman of the
board and chief operating officer since December 2000 and as a director of CompX
since 1993.  From October 2000 to December  2000, Mr. Bowers served as president
and chief  operating  officer of CompX.  From  January  1999 to October  2000 he
served as CompX's vice president and president of CompX Security Products.  From
1993  through  1998,  Mr.  Bowers  served as president of CompX and from 1993 to
February 1998 he served as chief executive officer of CompX. Mr. Bowers has been
employed by CompX and its  predecessors  since 1960 in various sales,  marketing
and  executive  positions,  having  been named  president  of  CompX's  security
products and related businesses in 1979. Mr. Bowers is a trustee and chairman of
the board of Monmouth College, Monmouth, Illinois.

Edward J. Hardin,  age 59, has served as a director of CompX since 1997
and is chairman of CompX's audit committee. Mr. Hardin also serves as a director
of Valhi.  Mr.  Hardin has been a partner of the law firm of Rogers & Hardin LLP
since its formation in 1976. Mr. Hardin serves as a director of Westrup, Inc., a
manufacturer of seed processing  machinery,  and as chairman of the board of the
Harvard Center for the Study of World Religions.

Ann Manix,  age 49, has served as a director  of CompX  since June 1998
and is a member of CompX's audit  committee and the MD&C  Committee.  Since June
2001, Ms. Manix has served as a director of Valhi's  majority owned  subsidiary,
NL Industries,  Inc. ("NL"), a titanium dioxide pigments company. Since prior to
1997, Ms. Manix has served as a managing partner of Ducker Research Corporation,
a privately held industrial research firm.

Glenn R. Simmons,  age 74, has served as chairman of the board of CompX
since  October  2000 and  director  of CompX since 1993.  From  October  2000 to
December 2000, Mr. Simmons served as chief executive officer of CompX. From 1993
to 1998, Mr. Simmons also served as chairman of the board of CompX.  Mr. Simmons
has been vice  chairman of the board of Valhi and  Contran  since prior to 1997.
Mr.  Simmons  also serves as a director  of NL; a director  of  Titanium  Metals
Corporation  ("TIMET"),  a company  engaged in the titanium  metals  industry of
which Tremont Corporation  ("Tremont") owns approximately 39%; and a director of
Tremont,  Valhi's  majority  owned indirect  subsidiary  that in addition to its
holdings in TIMET owns approximately 21% of NL and interests in land development
entities.  Mr.  Simmons  has been an  executive  officer or  director of various
companies related to Contran since 1969. Mr. Simmons is the brother of Harold C.
Simmons. See footnote (4) to the "Security  Ownership--Ownership of CompX" table
below for a description of certain entities that Harold C. Simmons may be deemed
to control, including, Contran, Valhi and CompX.

Steven L.  Watson,  age 51,  has served as a  director  of CompX  since
February 2000. Mr. Watson has been president and a director of Valhi and Contran
since 1998.  Mr. Watson also serves as a director of Keystone,  NL,  Tremont and
TIMET.  From prior to 1997 to 1998,  Mr.  Watson  served as vice  president  and
secretary of Valhi and Contran.  Mr.  Watson also served as vice  president  and
secretary  of CompX from 1993 to 1998.  Mr.  Watson  has served as an  executive
officer and/or director of various  companies related to Valhi and Contran since
1980.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of  Directors  held five  meetings and took action by written
consent in lieu of a meeting on four  occasions in 2001.  Each of the  directors
participated  in at  least  75% of all of the  2001  meetings  of the  Board  of
Directors and its committees on which the director served.

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

Audit Committee.  The audit committee assists the Board of Directors in
fulfilling its oversight  responsibilities  relating to the financial accounting
and reporting practices of CompX. The audit committee's primary responsibilities
are to serve as an independent and objective  party to review CompX's  auditing,
accounting and financial  reporting  processes.  For further  information on the
role of the audit committee,  see "Independent Auditor Matters--Audit  Committee
Report."  The  current  members  of the audit  committee  are  Edward J.  Hardin
(chairman),  Paul M.  Bass,  Jr. and Ann Manix.  The audit  committee  held five
meetings in 2001.

Management  Development  and  Compensation  Committee.   The  principal
responsibilities of the MD&C Committee are to review and approve certain matters
involving  executive  compensation;  to take  action  or to review  and  approve
certain  matters  regarding  CompX's  employee  benefit  plans or  programs;  to
administer and grant awards under the 1997 Plan; to administer and grant certain
awards under the CompX  International  Inc. Variable  Compensation  Plan; and to
review and administer such other compensation  matters as the Board of Directors
may direct from time to time.  For further  information  on the role of the MD&C
Committee, see "Compensation  Committee's Report On Executive Compensation." The
current  members of the MD&C Committee are Paul M. Bass, Jr.  (chairman) and Ann
Manix.  The MD&C  Committee  held one meeting in 2001 and took action by written
consent in lieu of a meeting on five occasions.

The Board of  Directors  does not have a  nominating  committee  or any
committee performing a similar function. All matters that would be considered by
such a  committee  are acted upon by the full Board of  Directors.  The Board of
Directors will consider recommendations by stockholders of CompX with respect to
the election of directors if such  recommendations  are  submitted in writing to
the secretary of CompX and received not later than December 31 of the year prior
to the next  annual  meeting of  stockholders.  Such  recommendations  should be
accompanied  by a full  statement  of  qualifications  and  confirmation  of the
nominee's willingness to serve.

Members  of the  standing  committees  will be  elected  at the  annual
meeting of the Board of Directors  immediately  following the Meeting. The Board
of Directors has  previously  established,  and from time to time may establish,
other committees to assist it in the discharge of its responsibilities.

EXECUTIVE OFFICERS

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

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

Glenn R. Simmons............       74    Chairman of the Board
David A. Bowers.............       64    Vice Chairman of the Board and Chief Operating Officer
Brent A. Hagenbuch..........       42    President and Chief Executive Officer
Stuart M. Bitting...........       43    Vice President, Chief Financial Officer and Treasurer
Wouter J. Dammers...........       49    Vice President
Darryl R. Halbert...........       37    Vice President and Controller

Brent A. Hagenbuch has served as president and chief executive  officer
of CompX since January 2001.  From March 2000 to December  2000,  Mr.  Hagenbuch
served as chief operating officer or chief financial officer of e-Chemicals,  an
electronic commerce service provider in the industrial chemicals industry.  From
1998 to March 2000,  Mr.  Hagenbuch  served as corporate vice president at Suiza
Foods Corporation,  a manufacturer and distributor of dairy products.  From 1996
to 1998, Mr. Hagenbuch served as chief financial  officer of a division of Frito
Lay, Inc., a subsidiary of PepsiCo, Inc. that manufactures and distributes snack
foods.

Stuart M.  Bitting has served as vice  president,  treasurer  and chief
financial officer since March 2001. From January 2001 to March 2001, Mr. Bitting
served as chief financial officer of MSU Corporation,  an internet access device
manufacturer.  From July 1999 to  December  2000,  Mr.  Bitting  served as chief
financial officer of The LTC Group, a digital pre-media  services company.  From
May 1997 to July 1999, Mr. Bitting served as vice president of operation finance
of Centex Homes,  a home builder.  From prior to 1997 to May 1997,  Mr.  Bitting
held various financial positions with Frito-Lay,  Inc., a subsidiary of PepsiCo,
Inc.

Wouter J. Dammers has served as vice  president of CompX since 2000 and
managing  director of CompX's  Dutch  subsidiary,  Thomas  Regout  Holding  B.V.
("Thomas Regout"), since 1999. From prior to 1997 to 1999, Mr. Dammers served as
president  of  BIK  Bouwprodukten  B.V.,  a  manufacturer  of  plastic  building
products.

Darryl R. Halbert has served as vice  president and controller of CompX
since August 2001.  From 1999 to 2001,  Mr.  Halbert  served as chief  operating
officer  and chief  financial  officer  of  Image2Web,  Inc.,  a  subsidiary  of
Micrografx,  Inc.  ("Micrografx").  From  1996 to 1999,  Mr.  Halbert  served in
various  positions with Micrografx,  including vice president of finance,  chief
accounting officer and corporate controller. From 1987 to 1996, Mr. Halbert held
various financial audit positions with Ernst & Young LLP.

SECURITY OWNERSHIP

Ownership of CompX.  The following  table and footnotes set forth as of
the Record  Date the  beneficial  ownership,  as defined by  regulations  of the
Securities  and Exchange  Commission  (the "SEC"),  of CompX Class A and Class B
Common  Stock  held by each  person  or group of  persons  known to CompX to own
beneficially more than 5% of the outstanding  shares of CompX Class A or Class B
Common Stock,  each director of CompX,  each current or former executive officer
of CompX  named in the  Summary  Compensation  Table  below (a "named  executive
officer") and all current directors and executive  officers of CompX as a group.
See footnote (4) below for information  concerning individuals and entities that
may be deemed to own  indirectly and  beneficially  those shares of CompX Common
Stock that Valcor and Valhi  directly  hold.  All  information  is taken from or
based  upon  ownership  filings  made  by  such  persons  with  the  SEC or upon
information provided by such persons.

CompX Class
A and Class
B Common
CompX Class A Common Stock         CompX Class B Common Stock        Stock
----------------------------------  -----------------------------       Combined
Amount and Nature of     Percent    Amount and Nature                  Percent of
Beneficial         of Class      of Beneficial       Percent       Class
Beneficial Owner                         Ownership (1)       (1)(2)        Ownership (1)      of Class      (1)(2)
----------------                   -----------------------  ---------  --------------------  ----------   -----------

Valcor, Inc. (3)..............            -0-  (4)             -0-      10,000,000  (4)         100%        66.2%
Valhi, Inc. (3)...............        374,000  (4)              7.3%           -0-  (4)          -0-         2.5%
----------               -------    -----------           -------    --------
374,000  (4)             7.3%     10,000,000  (4)         100%        68.7%

T. Rowe Price Associates, Inc.      1,023,500  (5)            20.1%            -0-               -0-         6.8%
Rutabaga Capital Management...        843,110  (6)            16.5%            -0-               -0-         5.6%
Smith Barney Fund Management LLC      664,950  (7)            13.0%            -0-               -0-         4.4%
Wellington Management Company,
LLP........................        641,600  (8)            12.6%            -0-               -0-         4.2%
Dalton, Greiner, Hartman, Maher
& Co.......................        484,300  (9)             9.5%            -0-               -0-         3.2%
MassMutual Institutional Funds
- MassMutual Small Cap Value
Equity Fund................        446,300  (10)            8.7%            -0-               -0-         3.0%

Paul M. Bass, Jr..............          4,700  (4)(11)          *              -0-               -0-          *
David A. Bowers...............         60,220  (4)(11)        1.2%             -0-               -0-          *
Edward J. Hardin..............          8,200  (4)(11)          *              -0-               -0-          *
Ann Manix.....................          3,900  (11)             *              -0-               -0-          *
Glenn R. Simmons..............         50,900  (4)(11)          *              -0-               -0-          *
Steven L. Watson..............         11,200  (4)(11)          *              -0-               -0-          *
Brent A. Hagenbuch............         10,890  (11)(12)         *              -0-               -0-          *
Stuart M. Bitting.............          6,000  (11)             *              -0-               -0-          *
Wouter J. Dammers.............            -0-                  -0-             -0-               -0-         -0-
Julian M. Steinberg...........            -0-                  -0-             -0-               -0-         -0-
All current directors and
executive officers of CompX
as a group (10 persons) ...        156,210  (4)(11)(12)     3.0%            -0-               -0-        1.0%
--------------------

*        Less than 1%.

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

(2)      The percentages  are based on 5,103,280  shares of CompX Class A Common
Stock outstanding as of the Record Date.

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

(4)      Valhi is the direct holder of 100% of the  outstanding  common stock of
Valcor. As a result,  as of the Record Date, Valhi holds,  directly and
indirectly through Valcor,  approximately  68.7% of the combined voting
power of the CompX Common Stock  (approximately  95.5% for the election
of  directors).  In certain  instances,  shares of CompX Class B Common
Stock are automatically convertible into shares of CompX Class A Common
Stock.

Valhi Group, Inc. ("VGI"),  National City Lines, Inc.  ("National") and
Contran are the direct holders of approximately  81.7%,  9.5% and 2.1%,
respectively,  of the outstanding common stock of Valhi. National, NOA,
Inc. ("NOA") and Dixie Holding Company ("Dixie Holding") are the direct
holders of approximately 73.3%, 11.4% and 15.3%,  respectively,  of the
outstanding common stock of VGI. Contran and NOA are the direct holders
of  approximately  85.7% and 14.3%,  respectively,  of the  outstanding
common stock of National. Contran and Southwest Louisiana Land Company,
Inc.  ("Southwest")  are the direct holders of approximately  49.9% and
50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice
Agricultural  Corporation,  Inc. ("Dixie Rice") is the direct holder of
100% of the outstanding  common stock of Dixie Holding.  Contran is the
holder  of 100% of the  outstanding  common  stock  of  Dixie  Rice and
approximately  88.9% of the  outstanding  common  stock  of  Southwest.
Substantially  all of  Contran's  outstanding  voting  stock is held by
trusts   established   for  the   benefit  of  certain   children   and
grandchildren of Harold C. Simmons (the "Trusts"), of which Mr. Simmons
is the sole trustee. As sole trustee of the Trusts, Mr. Simmons has the
power to vote and direct the disposition of the shares of Contran stock
held  by  the  Trusts.  Mr.  Simmons,  however,   disclaims  beneficial
ownership of any Contran shares that the Trusts hold.

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

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

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

The Harold Simmons Foundation,  Inc. (the "Foundation")  directly holds
approximately 0.5% 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 and chief
executive  officer of the  Foundation  and may be deemed to control the
Foundation. Mr. Simmons, however, disclaims beneficial ownership of any
shares of Valhi common stock held by the Foundation.

The  Contran  Deferred  Compensation  Trust No. 2 (the  "CDCT  No.  2")
directly  holds  approximately  0.4% of the  outstanding  Valhi  common
stock. U.S. Bank National Association serves as trustee of the CDCT No.
2. Contran  established the CDCT No. 2 as an irrevocable  "rabbi trust"
to assist Contran in meeting certain deferred compensation  obligations
that it owes to  Harold  C.  Simmons.  If the CDCT  No.  2  assets  are
insufficient  to satisfy  such  obligations,  Contran  must satisfy the
balance of such  obligations.  Pursuant to the terms of the CDCT No. 2,
Contran  retains  the power to vote the shares  held by the CDCT No. 2,
retains  dispositive  power  over such  shares  and may be  deemed  the
indirect  beneficial  owner  of  such  shares.  Mr.  Simmons,  however,
disclaims such beneficial  ownership of the shares  beneficially owned,
directly or indirectly,  by the CDCT No. 2, except to the extent of his
interest as a beneficiary of the CDCT No. 2.

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

For purposes of calculating the percentage ownership of the outstanding
shares of Valhi common stock as of the Record Date, 1,186,200 shares of
Valhi  common  stock that a subsidiary  of NL,  Valhi's  majority-owned
titanium  dioxide  pigments  subsidiary,  directly  holds and 1,000,000
shares  of  Valhi   common  stock  that   Valmont   Insurance   Company
("Valmont"),  a wholly owned  subsidiary of Valhi,  directly  holds are
excluded from the amount of Valhi common stock outstanding. Pursuant to
Delaware  corporate law, Valhi treats these excluded shares as treasury
stock for voting purposes.

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

(5)      Based on  Amendment  No. 4 to Schedule  13G dated  February 14, 2002 T.
Rowe  Price  Associates,  Inc.  ("T.  Rowe  Price"),  the T. Rowe Price
Small-Cap  Stock Fund, Inc. ("T. Rowe Small-Cap Stock Fund") and the T.
Rowe Price  Small-Cap Value Fund, Inc. ("T. Rowe Small-Cap Value Fund")
filed  with  the  SEC.  These  shares  represent  shares  that  various
individuals and institutional  investors own for which T. Rowe Price is
an investment  advisor.  T. Rowe Price has sole dispositive  power over
all of these shares and sole voting power over 95,300 of these  shares.
T. Rowe  Small-Cap  Stock Fund, an investment  company  sponsored by T.
Rowe Price, has sole voting power over 461,800 of these shares. T. Rowe
Small-Cap Value Fund, an investment company sponsored by T. Rowe Price,
has sole  voting  power  over  415,000 of these  shares.  T. Rowe Price
expressly  disclaims that it is, in fact, the beneficial owner of these
securities.  The address of T. Rowe Price,  the T. Rowe Small-Cap Stock
Fund and the T.  Rowe  Small-Cap  Value  Fund is 100 E.  Pratt  Street,
Baltimore, Maryland 21202.

(6)      Based on Amendment No. 1 to Schedule 13G dated March 7, 2002 Rutabaga
Capital Management ("Rutabaga") filed with the SEC. Rutabaga is an
investment advisor that has sole dispositive power over all of these
shares, sole voting power over 790,510 of these shares and shared
voting power over 52,600 of these shares. The address of Rutabaga is 64
Broad Street, Third Floor, Boston, Massachusetts 02109.

(7)      Based on Amendment  No. 1 to Schedule 13G dated  January 17, 2002 Smith
Barney Fund Management LLC ("SBFM"), Salomon Smith Barney Holdings Inc.
("SSB") and Citigroup Inc.  ("Citigroup") filed with the SEC. Citigroup
is the sole stockholder of SSB and SSB is the sole stockholder of SBFM.
Each of SBFM,  SSB and  Citigroup  have shared  voting and  dispositive
power  over all of  these  shares.  The  address  of SBFM is 125  Broad
Street,  New York, New York 10003.  The address of SSB is 388 Greenwich
Street,  New York, New York 10013. The address of Citigroup is 399 Park
Avenue, New York, New York 10043.

(8)      Based on  Amendment  No. 1 to  Schedule  13G dated  February  14,  2002
Wellington Management Company, LLP ("Wellington Management") filed with
the SEC and a Schedule  13G dated  February 13, 2002  Wellington  Trust
Company,  NA,  a  wholly  owned  subsidiary  of  Wellington  Management
("Wellington  Trust") filed with the SEC.  Wellington  Management is an
investment  advisor and these  shares are owned of record by clients of
Wellington  Management.  Wellington  Management has shared  dispositive
power over all of these shares and shared  voting power over 601,600 of
these  shares.  Wellington  Trust is a bank and  serves  as  investment
advisor  over  316,800  of these  shares,  which  are held of record by
clients of Wellington  Trust.  Wellington Trust has shared  dispositive
and  voting  power  over  316,800  of  these  shares.  The  address  of
Wellington Management and Wellington Trust is 75 State Street,  Boston,
Massachusetts 02109.

(9)      Based on Amendment No. 3 to Schedule 13G dated January 28, 2002 Dalton,
Greiner,  Hartman,  Maher & Co. ("Dalton  Greiner") filed with the SEC.
The address of Dalton  Greiner is 1100 Fifth Avenue  South,  Suite 301,
Naples, Florida 34102.

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

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

Shares of CompX Class A Common
Stock Issuable Upon the
Exercise of Stock Options
Name of Beneficial Owner                                On or Before May 17, 2002
-----------------------------------------------------------------------     -----------------------------

Paul M. Bass, Jr.......................................................                  3,200
David A. Bowers........................................................                 39,000
Edward J. Hardin.......................................................                  3,200
Ann Manix..............................................................                  2,400
Glenn R. Simmons.......................................................                 42,400
Steven L. Watson.......................................................                  9,200
Brent A. Hagenbuch.....................................................                 10,000
Stuart M. Bitting......................................................                  5,000

(12)     Includes 90 shares of CompX Class A Common Stock Mr. Hagenbuch holds in
the CompX 401(k) Plan.

CompX  understands  that  Contran and  related  entities  may  consider
acquiring or disposing of shares of CompX Common Stock  through  open-market  or
privately   negotiated   transactions,   depending  upon  future   developments,
including,  but not limited to, the  availability and alternative uses of funds,
the  performance  of CompX Class A Common Stock in the market,  an assessment of
the business of and prospects for CompX,  financial and stock market  conditions
and other factors deemed relevant by such entities. CompX may similarly consider
acquisitions  of  shares  of CompX  Class A Common  Stock  and  acquisitions  or
dispositions of securities issued by related entities.

In 2000 and 2001, CompX  repurchased  1,103,900 shares of CompX Class A
Common Stock. CompX does not presently intend, and understands that Contran does
not presently  intend,  to engage in any  transaction or series of  transactions
that  would  result in the CompX  Class A Common  Stock  becoming  eligible  for
termination  of  registration  under the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act"), or ceasing to be traded on a national  securities
exchange.

Ownership of Valhi and its Parents.  The following  table and footnotes
set forth the beneficial ownership,  as of the Record Date, of the common stock,
par value $0.01 per share, of Valhi ("Valhi Common Stock") held by each director
of CompX,  each named executive  officer and all current directors and executive
officers  of CompX as a group.  Except  as set forth  below,  no  securities  of
CompX's  parent  companies are  beneficially  owned by any director or executive
officer of CompX. All information is taken from or based upon ownership  filings
made by such persons with the SEC or upon information provided by such persons.

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

Paul M. Bass, Jr.........................................................            -0- (3)                -0-
David A. Bowers..........................................................            -0- (3)                -0-
Edward J. Hardin.........................................................          7,000 (3)(4)              *
Ann Manix................................................................            -0-                    -0-
Glenn R. Simmons.........................................................        203,183 (3)(4)(5)           *
Steven L. Watson.........................................................        188,635 (3)(4)              *
Brent A. Hagenbuch.......................................................            -0-                    -0-
Stuart M. Bitting........................................................            -0-                    -0-
Wouter J. Dammers........................................................            -0-                    -0-
Julian M. Steinberg......................................................            -0-                    -0-
All current directors and executive officers of CompX as a group
(10 persons)....................................................              398,818 (3)(4)(5)           *
--------------------

*        Less than 1%.

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

(2)      The percentages  are based on 114,773,617  shares of Valhi Common Stock
outstanding  as of the Record  Date.  For purposes of  calculating  the
outstanding  shares  of  Valhi  Common  Stock  as of the  Record  Date,
1,186,200  shares of Valhi Common Stock held by a subsidiary  of NL and
1,000,000  shares of Valhi  Common  Stock held by Valmont are  excluded
from the amount of Valhi Common Stock outstanding. Pursuant to Delaware
corporate law, Valhi treats these excluded shares as treasury stock for
voting purposes.

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

(4)      The shares of Valhi  Common Stock shown as  beneficially  owned by such
person include the following number of shares such person has the right
to acquire upon the exercise of stock options Valhi granted pursuant to
its stock  option  plans that such person may  exercise  within 60 days
subsequent to the Record Date:

Shares of Valhi Common Stock
Issuable Upon the Exercise
of Stock Options
Name of Beneficial Owner                               On or Before May 17, 2002
---------------------------------------------------------------------------   ----------------------------

Edward J. Hardin..........................................................                 4,000
Glenn R. Simmons..........................................................               200,000
Steven L. Watson..........................................................               170,000

(5)      The shares of Valhi Common Stock shown as  beneficially  owned by Glenn
R. Simmons include 800 shares his wife holds in her retirement account,
with respect to which shares he disclaims beneficial ownership.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND OTHER INFORMATION

Compensation of Directors. During 2001, directors of CompX who were not
also employees of CompX received an annual retainer of $15,000 paid in quarterly
installments,  plus a fee of $1,000 per day for  attendance at meetings and as a
daily rate ($125 per hour) for other services rendered on behalf of the Board of
Directors and/or committees thereof. In addition,  directors who were members of
the audit  committee or MD&C  Committee  received an annual  retainer of $1,000,
paid in quarterly  installments,  for each committee on which they served. CompX
also reimbursed its nonemployee  directors for reasonable  expenses  incurred in
attending  meetings and in the performance of other services  rendered on behalf
of the Board of Directors and/or its committees.  CompX's current  directors who
received director fees during 2001 were Paul M. Bass, Jr., Edward J. Hardin, Ann
Manix, Glenn R. Simmons and Steven L. Watson.

In February 1999, the MD&C Committee,  upon the  recommendation  of the
Board of  Directors,  approved  under the 1997  Plan  annual  grants to  CompX's
nonemployee  directors on the day of the annual  meeting of  stockholders.  Each
annual grant consists of a grant at each annual meeting of CompX's  stockholders
of 500 shares of CompX Class A Common Stock and stock  options  exercisable  for
2,000 shares of CompX Class A Common Stock,  which options will have an exercise
price equal to the closing sales price of CompX Class A Common Stock on the date
of  grant,  have a term of 10 years  and vest 20% over  each of the  first  five
anniversaries of the date of grant.

CompX and Contran are parties to an intercorporate  services  agreement
(the "Contran ISA") pursuant to which Contran provided certain services to CompX
during 2001,  including  services that Steven L. Watson  rendered to CompX.  See
"Certain Relationships and Transactions--Intercorporate Services Agreements."

Summary of Cash and Certain Other  Compensation of Executive  Officers.
The Summary Compensation Table set forth below provides  information  concerning
annual and long-term  compensation paid or accrued by CompX and its subsidiaries
for services  rendered to CompX and its subsidiaries  during 2001, 2000 and 1999
by CompX's  chief  executive  officer,  each of CompX's  three other most highly
compensated  executive  officers  whose total salary and bonus in 2001  exceeded
$100,000  and were  executive  officers  on  December  31,  2001 and one  former
executive officer whose total salary and bonus in 2001 exceeded $100,000 and was
an executive officer during 2001.

SUMMARY COMPENSATION TABLE

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

Brent A. Hagenbuch (3)....   2001  $ 288,500     $100,000-      $        -0-            50,000        $     -0-
President and Chief
Executive Officer

David A. Bowers...........   2001    248,079        25,000               -0-            30,000           16,668 (4)
Vice Chairman of the Board   2000    200,044        60,000               -0-            25,000           22,894 (4)
and Chief Operating       1999    160,000       120,000               -0-            15,000           22,348 (4)
Officer`

Stuart M. Bitting (5).....   2001    180,024        50,000               -0-            25,000              -0-
Vice President, Chief
Financial Officer and
Treasurer

Wouter J. Dammers (6).....   2001    150,407 (6)       -0- (6)       134,447 (6)(7)     20,000              146 (6)(8)
Vice President               2000    134,454 (6)    34,139 (6)        46,566 (6)(7)        -0-              151 (6)(8)
1999     43,918 (6)       -0- (6)        20,272 (6)(7)     10,000               43 (6)(8)

Julian M. Steinberg (9)...   2001    155,769           -0-            24,125 (10)       20,000           61,538 (4)
Former Vice President        2000     76,923        50,000 (11)       15,812 (10)       30,000              -0- (4)

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

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

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

(3)      Mr.  Hagenbuch  became an  executive  officer of CompX as of January 1,
2001.

(4)      All  other  compensation  for  2001,  2000,  and  1999  for Mr.  Bowers
consisted of CompX's  matching  contributions  to his account under the
CompX 401(k) Plan and CompX's  contributions  to his account  under the
CompX Capital  Accumulation  Pension Plan, a defined  contribution plan
(the "CAP Plan"),  and for 2001 for Mr. Steinberg  consisted of certain
severance payments relating to his resignation, as follows:

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

David A. Bowers....................   2001    $   7,194      $   9,474     $      -0-     $    16,668
2000        7,053         15,841            -0-          22,894
1999        7,530         14,818            -0-          22,348

Julian M. Steinberg................   2001          -0-            -0-         61,538 (a)      61,538
2000          -0-            -0-            -0-             -0-

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

(a)      Pursuant to an Agreement and General  Release,  Mr.  Steinberg
agreed  to  resign  from  CompX as of  September  7,  2001 and
release CompX from all claims,  among other things,  and CompX
agreed  to pay him  $50,000  and the  premiums  for his  group
health  insurance  coverage under CompX's welfare benefit plan
in   accordance   with   The   Consolidated   Omnibus   Budget
Reconciliation  Act of 1985  (COBRA)  until the earlier of Mr.
Steinberg   becoming   eligible  for  coverage  under  another
employer's  health  insurance  program or December  31,  2001.
Additionally,   CompX  paid  Mr.  Steinberg's  salary  through
September 30, 2001.

(5)      Mr. Bitting became an executive officer of CompX on March 19, 2001.

(6)      Mr. Dammers became the managing  director of Thomas Regout on September
20,  1999 and an  executive  officer of CompX on May 11,  2000.  Thomas
Regout pays Mr. Dammers his base salary,  cash bonus and  contributions
to his retirement plan in Dutch  guilders.  CompX reports these amounts
in the table above in U.S.  dollars based on the average exchange rates
for 2001,  2000 and 1999 of NLG 2.46 per US$1.00,  NLG 2.38 per US$1.00
and NLG 2.07 per US$1.00, respectively.

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

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

Wouter J. Dammers                2001       $ 18,089      $ 11,252      $ 23,805      $ 81,301     $ 134,447
2000         15,796        10,224        20,546           -0-        46,566
1999          2,068        11,151         7,053           -0-        20,272

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

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

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

(c)      Pursuant  to an  agreement  with  Thomas  Regout,  in 2001 Mr.
Dammers was reimbursed  $81,301 for his expenses in relocating
to Maastricht, the Netherlands.

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

(9)      Mr. Steinberg became an executive  officer of CompX as of July 31, 2000
and resigned as an executive officer of CompX as of September 7, 2001.

(10)     Mr.  Steinberg's  other  annual  compensation  includes  the  following
amounts:

Named Executive Officer                 Year        Relocation Expenses     Interest Free Loan (a)
-------------------------------------------    -----------  ------------------------   ----------------------

Julian M. Steinberg                               2001              $ 17,649                 $ 2,798
2000                12,563  (b)              3,249

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

(a)      In connection with Mr.  Steinberg's  employment with CompX and
his  relocation to Grand Rapids,  Michigan,  on July 11, 2000,
CompX loaned Mr. Steinberg  $100,000 at no interest.  The loan
was a short-term bridge loan that was due three days after Mr.
Steinberg  sold his  former  residence  in Ohio.  The loan was
non-transferable  and conditioned upon Mr. Steinberg remaining
employed  with  CompX  or  its  subsidiaries.  The  use of the
proceeds  of  the  loan  was  limited  to  the  purchase  of a
principal residence in the vicinity of Grand Rapids, Michigan.
Mr.  Steinberg  repaid the loan on May 29, 2001.  The reported
amount is based on the amount of interest Mr.  Steinberg would
have paid on the loan for each year at 6.85%  per  annum,  the
weighted   average  interest  rate  in  effect  under  CompX's
revolving line of credit on July 11, 2000.

(b)      This amount includes  payments to Mr. Steinberg for the income
tax he  incurred  as a result  of being  reimbursed  for these
relocation costs.

(11)     Mr. Steinberg's 2000 bonus consisted of his sign-on bonus.

Grants of Stock Options. The following table provides information, with
respect to the named executive  officers,  concerning the grant of stock options
under the 1997 Plan during  2001.  CompX has not granted any stock  appreciation
rights ("SARs").

OPTION GRANTS IN 2001

Individual Grants
-------------------------------------------------------
Potential Realizable Value at
Number of     Percent of                                Assumed Annual Rates of
Shares of    Total Options                             Stock Price Appreciation
Underlying    Granted to     Exercise or                 for Option Term (1)
Options       Employees     Base Price   Expiration  ---------------------------
Name               Granted (#)    in 2001      Per Share      Date           5%              10%
------------------------   -------------- ------------   ------------- ----------- --------------- -----------

Brent A. Hagenbuch.......    50,000 (2)      15.63%      $   12.06(2)   12/06/10    $207,000 (3)    $679,500 (3)

David A. Bowers..........    30,000 (4)       9.38%         13.00 (4)   07/02/11     244,200 (5)     620,100 (5)

Stuart M. Bitting........    25,000 (4)       7.81%         12.00 (4)   03/19/11     139,750 (6)     400,250 (6)

Wouter J. Dammers........    20,000 (7)       6.25%         13.00 (7)   07/02/11     162,800 (5)     413,400 (5)

Julian M. Steinberg......    20,000 (4)       6.25%         13.00 (4)   07/02/11     162,800 (5)(8)  413,400 (5)(8)

All stockholders' gain (9)      n/a             n/a           n/a            n/a        81MM (9)       154MM (9)

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

(1)      Pursuant  to the rules of the SEC,  the  amounts  under  these  columns
reflect  calculations  at  assumed 5% and 10%  appreciation  rates and,
therefore, are not intended to forecast future appreciation, if any, of
CompX  Class A Common  Stock.  The  potential  realizable  value to the
optionees was computed as the difference between the appreciated value,
at the  expiration  dates of the stock  options,  of the CompX  Class A
Common Stock  obtainable  upon  exercise of such stock options over the
aggregate exercise price of such stock options.

The  amount of gain to the  optionees  is  dependent  on the  amount of
increase  in the  price of  CompX  Class A Common  Stock,  which  would
benefit all stockholders proportionately.  These potentially realizable
values are based solely on  arbitrarily  assumed rates of  appreciation
required by applicable SEC regulations.  Actual gains, if any, on stock
option exercises are dependent on the future performance of CompX Class
A  Common  Stock,  overall  market  conditions  and the  timing  of the
exercise thereof by each respective optionee. There can be no assurance
that the amounts reflected in the table will be achieved.

(2)      This stock  option is  exercisable  for shares of CompX  Class A Common
Stock  and  becomes  exercisable  at a rate of 20% on each of the first
five anniversary dates of December 6, 2000. The exercise price for this
stock  option  can be paid in  already  owned  shares of CompX  Class A
Common Stock,  provided such tendered  shares were held by the optionee
for at least six months.

(3)      The  appreciated  value per share on the expiration  date of this stock
option, December 6, 2010, based on the $10.00 per share market value of
a share of CompX Class A Common Stock on the date of grant, January 10,
2001,  would be $16.20 and $25.65 at the hypothetical 5% and 10% rates,
respectively.

(4)      This stock  option is  exercisable  for shares of CompX  Class A Common
Stock  and  becomes  exercisable  at a rate of 20% on each of the first
five  anniversary  dates of the date of grant.  The exercise  price for
this stock option can be paid in already  owned shares of CompX Class A
Common Stock,  provided such tendered  shares were held by the optionee
for at least six months.

(5)      The  appreciated  value per share on the expiration  date of this stock
option,  July 2, 2011,  based on the $12.98 per share market value of a
share of CompX Class A Common Stock on the date of grant, July 2, 2001,
would be  $21.14  and  $33.67  at the  hypothetical  5% and 10%  rates,
respectively.

(6)      The  appreciated  value per share on the expiration  date of this stock
option, March 19, 2011, based on the $10.80 per share market value of a
share of CompX  Class A Common  Stock on the date of  grant,  March 19,
2001,  would be $17.59 and $28.01 at the hypothetical 5% and 10% rates,
respectively.

(7)      This stock  option is  exercisable  for shares of CompX  Class A Common
Stock  and  becomes  exercisable  at  a  rate  of  60%  on  the  fourth
anniversary date of the date of grant and 40% on the sixth  anniversary
of the date of grant.  The optionee has the right to limit his exercise
of this stock option to avoid adverse Dutch income tax consequences. If
the optionee  notifies CompX on or prior to five business days prior to
a vesting of shares under the stock option of the holder's  election to
forego the  vesting,  the stock option will  terminate  with respect to
such shares. In the event of the optionee's  death,  CompX must pay the
value of the  stock  option on his death to his  estate.  The  exercise
price for this  stock  option can be paid in  already  owned  shares of
CompX Class A Common Stock,  provided such tendered shares were held by
the optionee for at least six months.

(8)      Since none of the shares underlying this stock option had vested on Mr.
Steinberg's  resignation  date of September 7, 2001, CompX canceled the
entire stock option on his resignation date.

(9)      The $80,540,000 and $154,010,000 amounts shown represent the cumulative
increase in value  stockholders would receive on all outstanding shares
of  CompX  Class  A  Common  Stock  over  a  ten-year   period  at  the
hypothetical 5% and 10% appreciation rates, respectively,  based on the
$12.98 per share market value of the 5,103,280  shares of CompX Class A
Common Stock  outstanding  on the close of business on July 2, 2001 and
the  reinvestment  of cash  dividends  paid at a rate  equal to CompX's
current  cash  dividend  payments  of $0.125  per  share  per  calendar
quarter.

Stock Option Holdings.  The following table provides information,  with
respect to the named  executive  officers,  concerning  the value of unexercised
stock options exercisable for CompX Class A Common Stock held as of December 31,
2001. In 2001, no named executive officer exercised any stock options. CompX has
not granted any SARs.  At December 31,  2001,  no named  executive  officer held
stock options exercisable for Valhi Common Stock.

DECEMBER 31, 2001 OPTION VALUES

Number of Shares Underlying       Value of Unexercised
Unexercised Options at          In-the-Money Options
December 31, 2001 (#)        at December 31, 2001 (1)
---------------------------    ----------------------------
Name                              Exercisable   Unexercisable    Exercisable    Unexercisable
-------------------------------------------------       -----------   -------------    -----------    -------------

Brent A. Hagenbuch................................           10,000          40,000    $     9,100    $      36,400

David A. Bowers...................................           26,000          69,000            -0-              -0-

Stuart M. Bitting.................................              -0-          25,000            -0-           24,250

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

Julian M. Steinberg...............................              -0-             -0-            -0-              -0-

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

(1)      The aggregate  amount is based on the  difference  between the exercise
price of the individual  stock options and the $12.97 per share closing
sales  price of the CompX  Class A Common  Stock as reported on the New
York Stock Exchange Composite Tape on December 31, 2001.

Dammers Employment Agreement. Pursuant to an employment agreement dated
August 30, 1999 between CompX and Wouter J. Dammers,  CompX's Dutch  subsidiary,
Thomas  Regout,  employs Mr.  Dammers as its managing  director.  The  agreement
provides Mr.  Dammers a gross annual salary of NLG 320,000,  including a holiday
allowance,  and  participation in the CompX variable  compensation  plan and the
1997 Plan.  Under the  agreement,  Thomas  Regout  provides Mr.  Dammers with an
automobile  with a value of  approximately  NLG 100,000  that he may use for his
private purposes,  supplemental  sickness or disability  insurance  payments and
certain  other  benefits.   Mr.  Dammers  must  protect   CompX's   confidential
information  as provided in the  agreement.  Thomas Regout is entitled under the
agreement to any patents  arising from  inventions  that Mr. Dammers may develop
while  employed  with  Thomas  Regout  and for a period  of one year  after  his
termination.  The agreement  terminates  for reasons other than cause upon three
months  notice from Mr.  Dammers or six months  notice from Thomas  Regout.  Mr.
Dammers'  severance pay in the event of  termination  of employment  for reasons
other than cause is 18 months of base pay.  Cause is defined in the agreement as
a breach by Mr.  Dammers  of his  fiduciary  responsibility  or  engaging  in an
illegal activity that harms Thomas Regout. Dutch law governs the agreement.

Mr.  Dammers'  employment  agreement  also provides for Mr. Dammers and
Thomas Regout to share the expense of private supplemental pension insurance for
his benefit.  Mr. Dammers established the private supplemental pension insurance
before he became an employee of Thomas Regout.  Pursuant to the  agreement,  Mr.
Dammers  continues  to  purchase  supplemental  pension  insurance.   Under  the
insurance, Mr. Dammers' pension benefits after retirement at 65 years of age are
determined  annually by taking his annual salary less the maximum salary insured
through  the Dutch  General  Old Age  Pensions  Act  multiplied  by his years of
service and 2.0%. The  compensation  eligible to be utilized for purposes of the
pension  benefits  while Thomas  Regout  employs Mr.  Dammers  includes only the
annual salary that Thomas Regout pays Mr.  Dammers.  See  "--Summary of Cash and
Certain Other  Compensation  of Executive  Officers." The  supplemental  pension
insurance  also  provides  for  payments  upon Mr.  Dammers'  death of a widow's
pension of 70% of Mr.  Dammers'  retirement  pension  benefits  and an  orphan's
pension of 20% of the widow's pension  benefits per orphan up to 40%, to be paid
until the  orphan  reaches  the age of 18. Mr.  Dammers  pays  one-third  of the
supplemental  pension  insurance  premiums,  which amounts are withheld from his
salary.  Thomas Regout pays the balance of the  supplemental  pension  insurance
premiums.  At  December  31,  2001,  Mr.  Dammers'  pension  benefits  under the
supplemental  pension  insurance  attributable to his 2.25 years of service with
Thomas Regout was $5,049 (NLG 12,420) per annum payable after  retirement at age
65.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires CompX's executive  officers,
directors  and  persons who own more than 10% of a  registered  class of CompX's
equity  securities to file reports of ownership with the SEC, the New York Stock
Exchange, Inc. and CompX. Based solely on the review of the copies of such forms
and  representations by certain reporting persons,  CompX believes that for 2001
its  executive  officers,  directors  and 10%  stockholders  complied  with  all
applicable filing  requirements under Section 16(a), except Ann Manix, who filed
one Form 4 late  reporting a sale of 2,500  shares of CompX Class A Common Stock
in December 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2001, the MD&C Committee  deliberated on certain CompX executive
officer compensation. The MD&C Committee is currently comprised of Paul M. Bass,
Jr. (chairman) and Ann Manix, both nonemployee directors of CompX.

COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

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

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

Annual Salaries

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

As authorized by the board of directors in December  2000, the chairman
of the board negotiated the hiring of CompX's chief executive  officer effective
January 1, 2001 and in the process determined the chief executive officer's base
salary  for 2001.  In  February  2001,  the MD&C  Committee  ratified  the chief
executive  officer's  2001 base salary and  approved  executive  officer  salary
increases for 2001 for three other executive officers. In March 2001, one of the
three other  executive  officers  who had received a salary  increase  resigned.
Subsequently,  the  chairman of the board  negotiated  the hiring of a new chief
financial  officer in March 2001 and a new  controller  in August 2001.  In each
case, the chairman of the board  determined  each such executive  officer's base
salary for 2001.  The chairman of the board  determined  the 2001 base salary of
the new controller based on the recommendation of the chief executive officer.

The  chairman of the board based his actions  regarding  2001  salaries
primarily upon his general business  knowledge and, where applicable,  the chief
executive  officer's  recommendations.  The MD&C  Committee  based  its  actions
regarding   2001  salaries   primarily  upon  the  chief   executive   officer's
recommendations  and its  members'  general  business  knowledge.  In  2001,  no
specific survey or study was utilized to make salary  determinations.  The chief
executive  officer's  2001 annual salary was not based on any measure of CompX's
performance. No action was taken with respect to the 2001 salaries of any of the
other executive officers of CompX.

Annual Variable Compensation

Operating  income bonus awards  under the  variable  compensation  plan
constitute  a  significant  portion  of an  executive's  potential  annual  cash
compensation (between 0% and 150% of base salary for the chief executive officer
and certain  executive  officers).  Operating  income  bonus awards are based on
CompX and/or business units of CompX achieving  annual  predetermined  operating
income goals. CompX's management makes recommendations to the Board of Directors
regarding  the  operating  income  plan  for the  year  after  reviewing  market
conditions and CompX's operations, competitive position, marketing opportunities
and  strategies  for maximizing  financial  performance.  The Board of Directors
approves this recommendation  with modifications it deems appropriate.  Based on
the business plan for the year, the MD&C Committee sets CompX's and its business
units'  operating  income  goals at three levels that are designed to help focus
CompX's  executives on achieving  superior annual operating  results in light of
existing  conditions:  a threshold level,  which is the minimum operating income
level  for any  operating  income  bonus  award to be made  under  the  variable
compensation plan (the "Minimum Level"), a target level (the "Target Level") and
a maximum  level (the  "Maximum  Level").  The MD&C  Committee  then selects the
participants  and  determines  which  and how  much of a CompX  business  unit's
operating  income  performance will affect such  participant's  operating income
bonus award by apportioning the participant's base salary among CompX's business
units and assigning  percentage  awards of such  apportioned  base salary to the
operating  income goals of the  applicable  business  unit.  If a business  unit
achieves operating income above the Minimum Level,  participants whose operating
income  bonus  award is based in whole or in part on such unit will  receive the
highest achieved  operating income  performance  percentage of the participant's
base salary apportioned to such unit, which award is  proportionately  increased
based on the amount that the unit exceeds the highest achieved  operating income
goal. In no event,  however,  shall the operating  income bonus award exceed the
percentage of base salary  assigned to the Maximum  Level.  An operating  income
bonus award,  in  combination  with  salary,  is designed to result in executive
officers and other  eligible  participants  receiving  annual cash  compensation
below competitive compensation levels if the Minimum Level is not achieved.

Pursuant to the variable  compensation  plan,  if  operating  income is
below the Minimum  Level,  no  operating  income  bonus award is paid.  The MD&C
Committee, however, does have discretion under the variable compensation plan to
award discretionary bonuses to certain executive officers. At the Minimum Level,
executive  officer operating income bonus awards for 2001 ranged between 10% and
50% of base salary,  depending on the executive.  At the Target Level, executive
officer  operating  income bonus awards for 2001 ranged  between 10% and 100% of
base salary, depending on the executive. At the Maximum Level, executive officer
operating  income  bonus  awards for 2001  ranged  between  10% and 150% of base
salary, depending on the executive.

As a result of all  applicable  CompX  business  units  achieving  2001
operating  income  below the Minimum  Level,  no executive  officer  received an
operating  income  bonus  award  for  2001.  Upon  the  recommendation  of CompX
management,  the MD&C  Committee  decided  to  award  certain  of the  executive
officers  and  other  employees  discretionary  bonuses  under  a  discretionary
provision of the variable  compensation  plan. The executive  officers  received
discretionary  bonuses ranging from 0% to 35% of such officer's base salary. The
MD&C Committee decided to award a discretionary bonus based upon the committee's
belief that such bonus was  necessary  to retain such  individual  or to reflect
such individual's contributions to CompX in 2001.

The 2001  discretionary  bonuses the named executive  officers received
pursuant to the variable  compensation plan are disclosed in the bonus column in
the Summary Compensation Table set forth above.

Stock-Based Compensation

The 1997 Plan  supports the goal of  maximizing  long-term  stockholder
value by providing for stock-based compensation,  the value of which is directly
related to increases in stockholder  value.  Stock option grants, in particular,
are considered a significant  element of CompX's total compensation  package for
the chief executive officer and the other executive  officers of CompX. The MD&C
Committee  believes that  compensation  linked to stock price  performance helps
focus the  executives'  attention on management of CompX from the  stockholders'
perspective.

Stock  option  grants are  intended to provide  incentives  to increase
stockholder value in the future and to reward past performance by the executive.
In 2001,  the MD&C Committee  reviewed  recommendations  by the chief  executive
officer regarding stock option grants to executive officers.  The MD&C Committee
granted  stock  options  to  executive  officers  based on the  chief  executive
officer's recommendations. The chief executive officer based his recommendations
on  a  subjective   evaluation   regarding  each  executive's   performance  and
responsibilities.   In  2001,  the  chief  executive  officer  included  in  his
recommendations  regarding the number of options to be granted to each executive
officer the amount and terms of options  already  held by such  officers.  Stock
options granted to named  executive  officers in 2001 are reported in the Option
Grants in 2001 table set forth above.

To help assure a focus on long-term  creation of stockholder  value, in
2001 the MD&C  Committee  granted to other than Dutch  recipients  stock options
with a term of ten years that vest 20% on each of the first  five  anniversaries
of the stock  option's date of grant.  In 2001, one Dutch  recipient  received a
stock  option with a term of ten years that vests 60% on the fourth  anniversary
and 40% on the sixth anniversary of the date of grant.  Although permitted under
the 1997 Plan, the MD&C  Committee in 2001 did not grant any  restricted  stock,
stock appreciation rights or other equity-based awards to employees.

Defined Contribution Plans

The MD&C  Committee  also  reviews and approves  CompX's  discretionary
annual  contributions to the National  Cabinet Lock, Inc.  Capital  Accumulation
Pension Plan (the "CAP Plan"), a profit sharing defined  contribution  plan, and
the  CompX  Contributory  Retirement  Plan (the "CCR  Plan"),  a 401(k)  defined
contribution  plan.  Participants  of these  plans are  employees  of certain of
CompX's domestic operations. Under the CAP Plan for the 2001 plan year, the MD&C
Committee  approved a  contribution  of 7.25% of 2001  earnings  before taxes of
CompX's National Cabinet Lock division and Timberline Lock, Ltd.  subsidiary and
similar  contributions for other  participants,  subject to certain  limitations
under the Code.  Under the CCR Plan for the 2001 plan year,  the MD&C  Committee
approved matching  contributions based on each participant's  business unit that
ranged  between  24% to 100% of the such  employee's  contribution,  subject  to
certain  limitations  under  the CCR Plan and the  Code.  Certain  of the  named
executive officers received such  contributions,  which are disclosed in the all
other compensation column in the Summary Compensation Table set forth above. For
the 2001 plan year,  the MD&C  committee  approved  aggregate  contributions  of
approximately  $590,000 to the CAP Plan and $520,000 to the CCR Plan, subject to
certain limitations of the Code and the respective plans.

Tax Code Limitation on Executive Compensation Deductions

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

The foregoing  report is submitted by the following  individuals in the
capacities indicated:

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

PERFORMANCE GRAPH

Set forth  below is a line graph  comparing  the  yearly  change in the
cumulative  total  stockholder  return on CompX Class A Common Stock against the
cumulative total return of the Russell 2000 Stock Index and a self-selected peer
group of companies index for the period  commencing March 6, 1998 (the date upon
which CompX first  registered  with the SEC the CompX Class A Common Stock under
Section 12 of the Exchange Act) and ending December 31, 2001. The  self-selected
peer group index is comprised of Bush Industries, Inc., Herman Miller, Inc., HON
Industries Inc., Interface,  Inc., Knape & Vogt Manufacturing Company, Leggett &
Platt, Incorporated and Steelcase Inc. The graph shows the value at December 31,
2001 assuming an original  investment of $100 and reinvestment of cash dividends
and other distributions to stockholders.

Comparison of Cumulative Return Among CompX International Inc.,
the Russell 2000 Index and a Self-Selected Peer Group Index

[PERFORMANCE GRAPH GOES HERE]

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

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

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

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

CERTAIN RELATIONSHIPS AND TRANSACTIONS

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

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

Intercorporate  Services  Agreements.  Under the Contran  ISA,  Contran
renders or provides for certain  management,  financial,  tax and administrative
services  to CompX on a fee basis.  Such fees are based upon  estimates  of time
devoted to the affairs of CompX by the individual providers of such services and
Contran's  costs  for  providing  such  services.  CompX  paid  Contran  fees of
approximately $1.21 million for services rendered under the Contran ISA in 2001.
The Contran ISA automatically extends on a quarter-to-quarter  basis, subject to
termination  by either  party  pursuant  to  written  notice 30 days  prior to a
quarter-end, and may be amended by mutual agreement.

CompX and NL were parties to an intercorporate  services agreement (the
"NL ISA") whereby NL made  available to CompX  certain  services with respect to
CompX's occupancy,  accounting, computer support and internal audit needs. CompX
paid fees of  approximately  $23,245 for services  pursuant to the NL ISA during
2001. The NL ISA was terminated in the first quarter of 2001

Insurance Matters. Tall Pines Insurance Company ("Tall Pines"), Valmont
and EWI RE, Inc. ("EWI Inc.") provide for or broker certain of CompX's insurance
policies.  Tall Pines is a wholly owned  captive  insurance  company of Tremont.
Valmont is a wholly owned captive insurance  company of Valhi.  During 2001, one
of the  daughters of Harold C. Simmons and a wholly owned  subsidiary of Contran
owned, directly or indirectly, 57.8% and 42.2%, respectively, of the outstanding
common  stock  of EWI  Inc.  and  of  the  membership  interests  of EWI  Inc.'s
management company,  EWI RE, Ltd.  (collectively with EWI Inc., "EWI").  Through
December 31, 2000, a son-in-law of Harold C. Simmons  managed the  operations of
EWI.  Subsequent to December 31, 2000,  pursuant to an agreement that terminates
on December 31,  2002,  such  son-in-law  provides  advisory  services to EWI as
requested  by EWI,  for  which  the  son-in-law  is paid  $11,875  per month and
receives  certain other  benefits  under EWI's benefit  plans.  Consistent  with
insurance  industry  practices,   Tall  Pines,  Valmont  and  EWI  Inc.  receive
commissions  from the insurance and  reinsurance  underwriters  for the policies
that they  provide or  broker.  During  2001,  CompX and its  subsidiaries  paid
approximately  $719,000 for policies provided or brokered by Tall Pines, Valmont
and/or EWI Inc. These amounts principally  included payments for reinsurance and
insurance   premiums  paid  to  unrelated  third  parties,   but  also  included
commissions  paid to Tall Pines,  Valmont and EWI Inc. In CompX's  opinion,  the
amounts that CompX and its  subsidiaries  paid for these insurance  policies are
reasonable  and  similar to those they could  have  obtained  through  unrelated
insurance companies and/or brokers.  CompX expects that these relationships with
Tall Pines, Valmont and EWI will continue in 2002.

Law Firm  Relationship.  Contran and its affiliates,  including  CompX,
engaged and paid to Rogers & Hardin,  LLP, a law firm of which CompX's  director
Edward J. Hardin is a partner, in the aggregate  approximately  $240,000 in fees
for  services  Rogers  & Hardin  LLP  rendered  to such  entities  in 2001.  The
aggregate amount paid includes  approximately $10,300 in fees that CompX paid to
Rogers & Hardin,  LLP for services  rendered to CompX in 2001.  CompX  presently
expects, and understands that Contran and its other affiliates presently expect,
to continue their relationship with Rogers & Hardin LLP in 2002.

INDEPENDENT AUDITOR MATTERS

Independent Auditors. The firm of PricewaterhouseCoopers  LLP served as
CompX's independent auditors for the year ended December 31, 2001. CompX's audit
committee has appointed  PricewaterhouseCoopers  LLP to review CompX's quarterly
unaudited  consolidated  financial  statements  to be included in its  Quarterly
Reports  on Form  10-Q for the  first  three  quarters  of 2002.  CompX  expects
PricewaterhouseCoopers  LLP will be considered for  appointment to audit CompX's
annual consolidated  financial statements for the year ending December 31, 2002.
Representatives  of  PricewaterhouseCoopers  LLP are not  expected to attend the
Meeting.

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

The  audit  committee  has  reviewed  and  discussed   CompX's  audited
consolidated  financial  statements  for the year ended  December  31, 2001 with
CompX's management and independent auditors.  The audit committee discussed with
the independent auditors the matters required by Statement on Auditing Standards
No. 61 (Communication with Audit Committees),  received written disclosures from
the independent auditors required by Independence Standards Board Standard No. 1
(Independence   Discussions  with  Audit  Committees)  and  discussed  with  the
independent  auditors their  independence.  The audit  committee also considered
whether the independent  auditors'  provision of non-audit services to CompX and
its subsidiaries is compatible with such auditors'  independence.  Additionally,
the audit  committee  discussed  with  CompX's  management  and the  independent
auditors such other matters as the committee  deemed  appropriate.  Based on the
audit committee's review of CompX's audited  consolidated  financial  statements
and the audit  committee's  discussions with CompX's  management and independent
auditors, the audit committee recommended to the Board of Directors that CompX's
audited  consolidated  financial statements for the year ended December 31, 2001
be included in CompX's  Annual  Report on Form 10-K for the year ended  December
31, 2001, which has been filed with the SEC.

Edward J. Hardin                            Paul M. Bass, Jr.                       Ann Manix
Chairman of the Audit Committee             Member of the Audit Committee           Member of the Audit Committee

Audit and Other Fees.  The  following  table shows the  aggregate  fees
PricewaterhouseCoopers  LLP has billed or is  expected  to bill to CompX and its
subsidiaries for services rendered for 2001.

Financial Information
Systems Design and
Audit Fees (1)                         Implementation Fees                 All Other Fees
-------------------------------------    -------------------------------------  --------------------------

$ 200,770                                $   -0-                        $ 146,695 (2)

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

(1)      Includes  (a) fees for the  audit of  CompX's  consolidated  financials
statements  for the year ended  December 31, 2001, (b) fees for reviews
of the unaudited  quarterly financial  statements  appearing in CompX's
Forms  10-Q for each of the first  three  quarters  of 2001 and (c) the
estimated  out-of-pocket costs  PricewaterhouseCoopers  LLP incurred in
such audits and reviews.  CompX reimburses  PricewaterhouseCoopers  LLP
for such out-of-pocket costs.

(2)      Includes  $85,071  for  audits  of  benefit  plans  that  CompX  or its
subsidiaries sponsor.

APPROVAL OF THE
COMPX INTERNATIONAL INC. 1997 LONG-TERM INCENTIVE PLAN
(Proposal 2)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE 1997 PLAN.

The Board of Directors  seeks the approval by CompX's  stockholders  of
the  1997  Plan  in  order  for  the  1997  Plan  to   qualify   under   certain
performance-based  compensation  provisions  of Section  162(m) of the  Internal
Revenue Code of 1986, as amended. Section 162(m) of the Code sets a $1.0 million
deduction limit for compensation paid to each of the chief executive officer and
the four other most highly  compensated  executive  officers of a publicly  held
corporation.  The $1.0 million deduction limit is subject to certain  exceptions
for  compensation  received  pursuant to  performance-based  plans approved by a
corporation's stockholders.

The Board of Directors  and CompX's sole  stockholder  adopted the 1997
Plan on on  December  16,  1997 to be  effective  as of CompX's  initial  public
offering of CompX Class A Common Stock. Subsequently, the Board of Directors and
CompX's  sole  stockholder  advanced  the  effective  date of the  1997  Plan to
February 13, 1998.

For future executive officer  compensation  awarded under the 1997 Plan
to be exempt from the $1.0 million  deduction limit set forth in Section 162(m),
the  material  terms of the 1997 Plan must be  disclosed  to, and  approved  by,
CompX's public stockholders.  If CompX's public stockholders fail to approve the
1997 Plan,  the cost to CompX of continuing  the 1997 Plan may increase if CompX
is unable to deduct fully future compensation paid under the 1997 Plan. The text
of the 1997 Plan is attached as Appendix A. The  description of the 1997 Plan in
this proxy  statement  is qualified in its entirety by reference to the complete
text of the 1997 Plan in Appendix A.

Description of the 1997 Plan

General

Purpose.  The purpose of the 1997 Plan is to advance the  interests  of
CompX and its  stockholders by providing  incentives to certain eligible persons
who  contribute   significantly  to  the  strategic  and  long-term  performance
objectives  and  growth  of  CompX  or its  parent  or  subsidiary  corporations
(collectively with CompX, the "CompX Group").

Types of Awards.  The 1997 Plan  provides for awards or grants of stock
options,  SARs, restricted stock,  performance grants and other awards deemed by
the  MD&C  Committee  to be  consistent  with  the  purposes  of the  1997  Plan
(collectively, "Awards").

Eligible Persons.  Key individuals  employed by, or performing services
for, the CompX Group are eligible to receive Awards. A person who is eligible to
receive an Award may be a  nonemployee  director or some other person who is not
employed  by the CompX  Group.  As of  December  31,  2001,  the CompX Group had
approximately 2,060 employees.

Administration.  The  1997  Plan  provides  that  unless  the  Board of
Directors  shall designate a committee of the Board of Directors or a designated
administrator  to administer the 1997 Plan, the 1997 Plan shall be  administered
by the Board of Directors.  If a committee of the Board of Directors administers
the 1997 Plan, the 1997 Plan requires that such committee consist of two or more
persons  each of whom are  "nonemployee  directors"  as  defined  in Rule  16b-3
promulgated by the SEC under the Exchange Act and "outside directors" as defined
in  Section  162(m)  of the Code (the  "Plan  Committee").  Members  of the Plan
Committee  must also meet any applicable  requirements  of any stock exchange or
other market  quotation system on which shares of CompX Class A Common Stock are
traded.  As of July 6,  1998,  the  Board  of  Directors  delegated  to the MD&C
Committee  all  administrative  powers of the Board of Directors  under the 1997
Plan,  except  that the Board of  Directors  retained  the sole  power to amend,
terminate  or extend the term of the 1997 Plan.  Eligible  persons  entitled  to
receive  Awards  include  members  of the  MD&C  Committee  serving  as the Plan
Committee.

The Plan Committee  determines  the eligible  persons to whom it grants
Awards and the type, size and terms of such Awards.  The Plan Committee may also
amend  the  terms of any  Award in any  manner  the Plan  Committee  could  have
determined at the grant of the original Award.  In addition,  the Plan Committee
can  construe  and  interpret  the 1997 Plan and any Award and to make all other
determinations  deemed necessary or advisable for the administration of the 1997
Plan.

Number of Shares  Subject  to the 1997 Plan.  The 1997 Plan  reserves a
maximum of 1,500,000 shares of CompX Class A Common Stock for Awards, subject to
certain  adjustments.  CompX Class A Common Stock issued under the 1997 Plan may
be  either  newly  issued  shares,  treasury  shares,  reacquired  shares or any
combination of the three.  If any shares of CompX Class A Common Stock issued as
restricted  stock under the 1997 Plan are  reacquired by CompX  pursuant to such
rights,  or if any Award is canceled,  terminates  or expires  unexercised,  the
CompX Class A Common Stock that would  otherwise have been issuable  pursuant to
such Award will be available for issuance under new Awards.

Annual Limit on Awards to an Individual. The underlying shares of CompX
Class A Common  Stock  issuable  in any single  fiscal  year under  Awards to an
individual shall not exceed 500,000 shares of CompX Class A Common Stock.

Limitations   on   Transfers   of  Awards.   Generally,   an  Award  is
nontransferable  except by approval of the Plan Committee or by will or the laws
of descent and distribution.  Incentive stock options, however, are transferable
only by will or the laws of  descent  and  distribution.  Certain  transfers  of
Awards  my cause  the  issuance  of the  shares  of CompX  Class A Common  Stock
pursuant to such Award not to be registered under the Registration  Statement on
Form S-8  (Registration No. 333-47539) that CompX filed with the SEC on March 6,
1998.

Description of Awards under the 1997 Plan

Stock  Options.  An Award of a stock  option (a "Stock  Option") is the
right to purchase a specified  number of shares of CompX Class A Common Stock at
a specified  exercise price,  both of which the Plan Committee  determines.  The
Plan  Committee can choose  whether on not the grant of a Stock Option  requires
the recipient to pay a purchase  price at the time of grant.  The Plan Committee
also determines when and how a Stock Option becomes  exercisable.  The term of a
Stock Option,  however,  cannot exceed ten years. A Stock Option may be either a
nonqualified or an incentive stock option

The Plan Committee may grant nonqualified Stock Options to any eligible
person under the 1997 Plan.  The exercise price for  nonqualified  Stock Options
may be at any price the Plan Committee determines.

The Plan Committee may only grant  incentive Stock Options to employees
of the CompX Group.  The exercise price of an incentive  Stock Option may not be
less than the fair market value of the underlying shares of CompX Class A Common
Stock on the date of grant.  The maximum  aggregate  fair market  value of CompX
Class A Common  Stock  (determined  as of the  respective  dates of grant)  with
respect  to which  incentive  stock  options  are first  exercisable  by any one
employee of the CompX Group in any calendar year cannot exceed $100,000.  If the
Plan Committee  grants an incentive  Stock Option to a person who owns more than
10% of the voting  power of all classes of the stock of any of the CompX  Group,
the option cannot have an exercise price lower than 110% of fair market value on
the date of the  grant or a term  longer  than  five  years.  In  addition,  the
recipient of an incentive  Stock Option  cannot  exercise the option  beyond the
time the Code allows for the favorable tax treatment of incentive stock options.

Payment of the  exercise  price of a Stock  Option must be made in such
form as the Plan Committee determines in its discretion. If the Committee allows
payment to be made with  shares of CompX Class A Common  Stock,  such shares are
valued at their fair  market  value on the day of  exercise  and shall have been
held by the option holder for a period of at least six months.

The Plan  Committee  may grant Stock  Options in  conjunction  with any
other Award, except that incentive Stock Options cannot have an associated Award
that is a  nonqualified  Stock Option.  When the Plan  Committee  awards a Stock
Option in conjunction  with an associated  Award,  the number of shares of CompX
Class  A  Common  Stock  subject  to  the  Stock  Option  may be  reduced  on an
appropriate basis to the extent that the associated Award is exercised,  paid to
or otherwise received by the recipient, as determined by the Committee.

Stock Appreciation  Rights. SARs are rights to receive (without payment
to CompX)  cash,  shares of CompX Class A Common  Stock,  other  property or any
combination  of the three  based on the  increase  in the value of the shares of
CompX  Class A Common  Stock  specified  in the SAR.  A SAR that is  related  to
another  Award  is  exercisable  only to the  extent  that  the  other  Award is
exercisable  and then only during  such period or periods as the Plan  Committee
determines.  In  addition,  a SAR  that is  associated  with a Stock  Option  is
exercisable  only when the fair market  value of a share of CompX Class A Common
Stock exceeds the exercise price per share of the associated Stock Option.  If a
SAR's associated Award is an incentive Stock Option,  the exercise of the SAR is
limited  to  those  instances  where  its  exercise  would  not  disqualify  the
associated  stock option's  status as an incentive  stock option under the Code.
When the Plan Committee  awards a SAR in conjunction  with an associated  Award,
the  number of shares of CompX  Class A Common  Stock  subject to the SAR may be
reduced on an  appropriate  basis to the  extent  that the  associated  Award is
exercised,  paid to or otherwise received by the recipient, as determined by the
Committee.

Upon the exercise of a SAR, the holder receives, at the election of the
Plan Committee,  cash, shares of CompX Class A Common Stock, other consideration
or any combination of the three equal in value (or in the discretion of the Plan
Committee,  less than) to the excess of the fair  market  value of the shares of
CompX Class A Common Stock subject to such exercise over the exercise  price for
such shares as specified in the SAR.

Restricted  Stock. An Award of restricted stock is an award of a number
of shares of CompX Class A Common Stock that are subject to certain restrictions
(e.g.,  such  stock  shall be issued but not  delivered  to the  recipient  and,
generally,  shall be forfeited if the  recipient's  employment or performance of
services for the CompX Group terminates).  Such restrictions exist for a certain
restricted  period  and in  accordance  with  such  terms as the Plan  Committee
specifies. Prior to the expiration of the restricted period and the satisfaction
of any  applicable  terms,  a recipient  who has received an Award of restricted
stock has the rights of  ownership  of the shares of CompX Class A Common  Stock
subject to such award, including the right to vote and to receive dividends.

Performance  Grants.  At the time an Award  of a  performance  grant is
made, the Plan Committee establishes  performance  objectives during a specified
award period.  The final value, if any, of a performance  grant is determined by
the degree to which the  performance  objectives  have been achieved  during the
award period,  subject to adjustments  that the Plan Committee may approve based
on relevant factors.  Performance  objectives may be based on the performance of
the recipient,  the CompX Group,  one or more of its subsidiaries or one or more
of  their  divisions  or  units,  or any  combination  of  thereof,  as the Plan
Committee  determines.   The  Plan  Committee  may,  in  its  discretion,   make
adjustments in the computation of any performance  measure. The maximum value of
an Award of a performance  grant as  established  by the Plan Committee may be a
fixed amount,  an amount that varies from time to time based on the value of the
CompX  Class A Common  Stock,  or an  amount  that is  determinable  from  other
criteria the Plan  Committee  specifies.  Performance  grants may have different
classes or series, having different names, terms and conditions.

The  Plan  Committee  may  grant  Awards  of   performance   grants  in
conjunction  with other  Awards.  If awarded in  conjunction  with an associated
Award, the number of performance  grants may be reduced on an appropriate  basis
to the extent that the  associated  Award is exercised by, paid to, or otherwise
received by, the recipient, as determined by the Plan Committee.

The Plan Committee will generally  determine the value of an Award of a
performance  grant as promptly as practicable  after the end of the award period
or upon the earlier termination of the recipient's  employment or performance of
services.  The  Plan  Committee  may,  however,   determine  the  value  of  the
performance  grant and pay it out at any time  during the award  period.  If the
performance  grant  does  not  have  an  associated  Award,  the  holder  of the
performance  grant will be paid the final value.  If the  performance  grant has
value and has an associated  Award,  however,  the Plan Committee will determine
whether to cancel the  performance  grant and permit the recipient to retain the
associated  Award,  to cancel the associated  Award and pay out the value of the
performance  grant or to pay out the value of only a portion of the  performance
grant and to cancel the associated Award as to an appropriate portion thereof.

Payment. Payment of an Award such as a performance grant may be made in
cash, shares of CompX Class A Common Stock or other  consideration (for example,
other CompX Group  securities or property) or a combination of the three, and in
accordance  with terms the Plan  Committee  sets.  The Plan  Committee  may also
permit  any  payments  under an Award be  deferred  until a later date upon such
terms as the Plan Committee provides.

Additional Information

Adjustments  in Shares of CompX  Class A Common  Stock.  Under the 1997
Plan,  if any change in the  outstanding  shares of CompX  Class A Common  Stock
occurs by reason of an extraordinary  or unusual event (e.g. stock split,  stock
dividend, recapitalization or merger), the Plan Committee may direct appropriate
changes  in the  terms of any Award or the  number  of  shares of CompX  Class A
Common Stock  available for Awards.  Such changes may include the number or kind
of securities  that may be subject to, the exercise price under,  or any measure
of performance or the number or value of any Award.

Amendments  to  Awards.  The Plan  Committee  may amend or  modify  any
outstanding Award in any manner (including,  but not limited to, acceleration of
the date of exercise of or payments under any Award) if the Plan Committee could
grant such  amended or  modified  Award  under the terms of the 1997 Plan at the
time of such amendment or modification. Only in certain circumstances,  however,
may the Plan Committee amend or modify an outstanding Award in a material manner
that  adversely  affects the holder of the affected  Award  without the holder's
written consent

Substitution of Awards. The Plan Committee may permit holders of Awards
to surrender outstanding Awards in order to exercise or realize the rights under
other Awards.  In addition,  the Plan Committee may allow or require  holders of
Awards to exchange such outstanding Awards for the grant of new Awards.

Significant  Corporate Events. In the event of the proposed dissolution
or liquidation of CompX, all outstanding  Awards terminate  immediately prior to
the consummation of such proposed action,  unless otherwise provided by the Plan
Committee.  In the event of a proposed sale of all or  substantially  all of the
assets of CompX or the merger of CompX  with or into  another  corporation,  all
restrictions  on any  outstanding  Awards lapse and  recipients of Awards become
entitled to the full  benefit of their Awards  immediately  prior to the closing
date of such sale or merger, unless otherwise provided by the Plan Committee.

Rights to Continue as  Employee or Service  Provider.  Neither the 1997
Plan nor any Award confers on any individual any right to continue in the employ
of, or provide services to, the CompX Group.

Effectiveness of Rights as Stockholders. A recipient of an Award has no
rights as a stockholder with respect to the shares of CompX Class A Common Stock
issuable  pursuant  to the  Award  until  the  date  of  issuance  of the  stock
certificate for such shares.

Financing.  If the Plan Committee  deems it advisable,  the CompX Group
may assist  recipients of Awards with  financing from the CompX Group or a third
party so as to permit the payment of taxes with respect to an Award or to enable
the  recipient  to acquire,  exercise  or realize  the rights of an Award.  Such
assistance may take any form as the Plan Committee considers appropriate.

Deferrals.  The Plan Committee may grant an Award in  conjunction  with
the deferral of a recipient's compensation.  The Plan Committee may provide that
any  such   deferred   compensation   be  forfeited   to  CompX  under   certain
circumstances,  subject to an increase or decrease in value based upon specified
performance measures or credited with income equivalents until the date or dates
of payment of the Award.

Alternative Payments for Tax Withholding. The Plan Committee may permit
a  recipient  of an Award to elect to pay taxes  required  to be  withheld  with
respect to an Award in any appropriate manner (including, without limitation, by
the  surrender  to CompX of shares of CompX  Class A Common  Stock owned by such
person or that would otherwise be distributed,  or have been distributed, as the
case may be, pursuant to such Award).

Termination.  The 1997 Plan  terminates  on the earlier of February 13,
2008 or such time as the Board of Directors adopts a resolution  terminating the
1997  Plan.  The  Board of  Directors  may  extended  the 1997 Plan for up to an
additional  five  years for the  grant of  Awards  other  than  incentive  Stock
Options. Except in certain circumstances, the termination of the 1997 Plan shall
not adversely affect in a material manner any right of any recipient of an Award
without such recipient's written consent.

Amendments to the 1997 Plan.  The Board of Directors may amend the 1997
Plan at any time. Except in certain circumstances,  no amendment shall adversely
affect in a material  manner any right of any recipient of an Award without such
recipient's written consent.

Registration  of CompX  Class A Common  Stock  under 1997  Plan.  CompX
registered  the  issuance of the shares of CompX Class A Common  Stock under the
1997  Plan  with  the SEC  pursuant  to a  Registration  Statement  on Form  S-8
(Registration No. 333-47539) filed with the SEC on March 6, 1998.

Federal Income Tax Consequences

The following is a summary of the principal  current federal income tax
consequences  of  transactions  under the 1997 Plan.  It does not  describe  all
federal tax consequences  under the 1997 Plan, nor does it describe state, local
or foreign tax consequences.

Incentive Stock Options. No taxable income is realized by the recipient
upon the grant or exercise of an incentive stock option.  However,  the exercise
of an incentive stock option may result in alternative minimum tax liability for
the recipient. If no disposition of shares issued to a recipient pursuant to the
exercise of an incentive stock option is made by the recipient  within two years
from the date of grant or within one year after the  transfer  of such shares to
the recipient,  then upon sale of such shares,  any amount realized in excess of
the exercise  price will be taxed to the  recipient as a long-term  capital gain
and any loss sustained  will be a long-term  capital loss, and no deduction will
be allowed to CompX for federal income tax purposes.

If the shares of CompX Class A Common Stock  acquired upon the exercise
of an  incentive  stock option are  disposed of prior to the  expiration  of the
two-year and one-year holding periods  described above,  generally the recipient
will realize  ordinary  income in the year of  disposition in an amount equal to
the excess (if any) of the fair market  value of the shares at exercise  (or, if
less,  the amount  realized on an  arms'-length  sale of such  shares)  over the
exercise  price,  and CompX will be entitled to deduct such amount.  Any further
gain or loss realized  will be taxed as short-term or long-term  capital gain or
loss and will not  result in any  deduction  by CompX.  Special  rules may apply
where all or a portion of the exercise  price of the  incentive  stock option is
paid by tendering shares of CompX Class A Common Stock.

If an  incentive  stock option is exercised at a time when it no longer
qualifies  for the tax  treatment  described  above,  the option is treated as a
nonqualified  stock  option.  Generally,  an incentive  stock option will not be
eligible for the tax  treatment  described  above if it is  exercised  more than
three months following termination of employment (one year following termination
of employment by reason of permanent  and total  disability),  except in certain
cases  where  the  incentive  stock  option  is  exercised  after the death of a
recipient.

Nonqualified Stock Options.  With respect to nonqualified stock options
granted  under the 1997 Plan, no income is realized by the recipient at the time
the option is granted.  Generally,  at exercise,  ordinary income is realized by
the recipient in an amount equal to the  difference  between the exercise  price
and the fair  market  value of the  shares  on the date of  exercise,  and CompX
receives a tax deduction for the same amount,  and at disposition,  appreciation
or  depreciation  after the date of exercise is treated as either  short-term or
long-term capital gain or loss, depending on how long the shares have been held.

SARs.  The grant of a SAR does not result in income for the  grantee or
in a deduction  for CompX.  Upon the  exercise of a SAR,  the grantee  generally
recognizes  ordinary  income and CompX is entitled  to a deduction  equal to the
positive  difference between the fair market values of the shares subject to the
SAR on the date of grant and the date of exercise.

Restricted  Stock.  A recipient of restricted  stock  generally will be
subject to tax at ordinary income rates on the fair market value of the stock at
the time the stock is either transferable or is no longer subject to forfeiture,
less any amount paid for such stock.  CompX is entitled to a  corresponding  tax
deduction  for the  amount  of  ordinary  income  recognized  by the  recipient.
However,  a recipient  who so elects under  Section  83(b) of the Code within 30
days of the date of  issuance  of the  restricted  stock will  realize  ordinary
income on the date of issuance  equal to the fair market  value of the shares of
restricted  stock at that time (measured as if the shares were  unrestricted and
could be sold  immediately),  less any amount paid for such stock. If the shares
subject to such election are  forfeited,  the recipient  will not be entitled to
any  deduction,  refund or loss for tax  purposes  with  respect to the ordinary
income previously  recognized.  Upon the sale of the shares after the forfeiture
period has expired,  the  appreciation or  depreciation  since the shares became
transferable  or free from risk of forfeiture  (or, if a Section 83(b)  election
was made, since the shares were issued,  taking into account the ordinary income
previously  recognized) will be treated as long-term or short-term  capital gain
or loss. The holding period to determine  whether the recipient has long-term or
short-term  capital gain or loss begins when the restriction  period expires (or
upon the earlier  issuance of the shares,  if the  recipient  elected  immediate
recognition of income under Section 83(b)).

Performance Awards. The recipient of a performance award will generally
be subject to tax at ordinary  income  rates on any cash  received  and the fair
market value of any CompX Class A Common Stock issued under the award, and CompX
will generally be entitled to a deduction equal to the amount of ordinary income
realized by the recipient.  Any cash received under a performance  award will be
included  in income at the time of receipt.  The fair market  value of any CompX
Class A Common Stock  received will also  generally be included in income (and a
corresponding  deduction  will  generally  be available to CompX) at the time of
receipt.  The capital gain or loss  holding  period for any CompX Class A Common
Stock  distributed  under a  performance  award will  begin  when the  recipient
recognizes ordinary income with respect to that distribution.

1997 Plan Benefits

In February 1999, the MD&C  Committee,  serving as the Plan  Committee,
upon the recommendation of the Board of Directors,  approved under the 1997 Plan
annual grants to CompX's nonemployee  directors on the day of the annual meeting
of stockholders. Each annual grant consists of a grant at each annual meeting of
CompX's   stockholders  of  500  shares  of  CompX  Class  A  Common  Stock  and
nonqualified  Stock Options  exercisable  for 2,000 shares,  which Stock Options
have an exercise  price equal to the closing sales price of CompX Class A Common
Stock on the date of grant,  have a term of 10 years and vest 20% over the first
five  anniversaries  of the date of grant.  The Plan  Committee may elect in the
future to amend or cancel  future  grants of Stock  Options  and shares of CompX
Class A Common Stock to CompX's nonemployee directors.  Since the Plan Committee
grants Awards in its  discretion,  the benefits that  recipients of Awards shall
receive in the future under the Plan are presently indeterminable.

As of March 20, 2002, 227,180 shares of CompX Class A Common Stock have
been issued  pursuant to the 1997 Plan,  867,000  shares of CompX Class A Common
Stock are reserved  for issuance  under  outstanding  Stock  Options and 405,820
shares of CompX Class A Common Stock remain  available for future issuance under
the 1997 Plan.  Based on the $13.10 per share  closing  sales price of the CompX
Class A Common  Stock as  reported  on the New York Stock  Exchange on March 20,
2002,  the 405,820  shares of CompX Class A Common  Stock  available  for future
issuance under the 1997 Plan had an aggregate market value of approximately $5.3
million.

As of March 20, 2002, CompX's  directors,  named executive officers and
the  following  groups had received the following  benefits  under the 1997 Plan
with respect to Stock Options,  performance  awards granted pursuant to the 1997
Plan and shares of CompX  Class A Common  Stock.  No other  types of Awards have
been granted under the 1997 Plan and no recipient of a Stock Option was required
to pay a  purchase  price at the time of the grant of the Stock  Option  for the
Stock Option.

Aggregate
Number      
of                Aggregate     Aggregate     Weighted
Shares                Value        Number of     Average
Issued               Realized      Shares      Exercise       Range of      
Upon                  on         Underlying    Price of     Expiration      Value of
Exercise   Other      Exercise    Outstanding  Outstanding     Dates of      Outstanding
Named Executive Officer       of Stock   Shares     of Stock       Stock        Stock      Outstanding        Stock
or Group                Options  Issued (1)  Options (2)   Options      Options     Stock Options   Options (3)
------------------------   ------------ ---------- -----------  -----------  ----------- ----------------- -----------

Paul M. Bass, Jr.........        -0-      1,500    $    -0-        7,000    $  16.37     03/05/08-05/10/11 $  1,900
Director
Edward J. Hardin.........        -0-      1,500         -0-        7,000       16.37     03/05/08-05/10/11    1,900
Director
Ann Manix................        -0-      1,500         -0-        6,000       15.76     05/14/09-05/10/11    1,900
Director
Steven L. Watson.........        -0-      1,000         -0-       14,000       18.77     03/05/08-05/10/11    1,900
Director
Glenn R. Simmons.........        -0-     17,720         -0-       56,000       19.55     03/05/08-05/10/11    1,900
Chairman of the Board
David A. Bowers..........        -0-     16,220         -0-       95,000       17.04     03/05/08-07/02/11    3,000
Vice Chairman of the
Board and Chief
Operating Officer
Brent A. Hagenbuch.......        -0-        -0-         -0-       50,000       12.06     12/06/10-12/06/10   52,000
President and Chief
Executive Officer
Stuart M. Bitting........        -0-        -0-         -0-       25,000       12.00     03/19/11-03/19/11   27,500
Vice President, Chief
Financial Officer and
Treasurer
Wouter J. Dammers........        -0-        -0-         -0-       30,000       14.94     10/28/09-07/02/11    2,000
Vice President
Julian M. Steinberg......        -0-        -0-         -0-          -0-         n/a           n/a              -0-
Former Vice President
All current executive
officers as a group...        -0-     33,940         -0-      266,000       15.77     03/05/08-07/02/11   87,400
All current directors
who are not executive
officers as a group...        -0-      5,500         -0-       34,000       17.25     03/05/08-05/10/11    7,600
All current employees or
officers who are not
executive officers as
a group...............        -0-        -0-         -0-      508,000       16.62     03/05/08-10/29/11   64,000
All nonemployees who are
not current directors
or executive officers
as a group (4)........        -0-        -0-         -0-       63,000       20.00     03/05/08-03/05/08      -0-
All current and former
participants..........     54,800    172,380     121,281      867,000       16.59     03/05/08-10/29/11  159,000

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

(1)      Consists of shares of CompX Class A Common  Stock issued under the 1997
Plan (i) annually to nonemployee directors of CompX or (ii) pursuant to
performance awards.

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

(3)      The aggregate  amount is based on the  difference  between the exercise
price of the individual  stock options and the $13.10 per share closing
sales  price of the CompX  Class A Common  Stock as reported on the New
York Stock Exchange on March 20, 2002.

(4)      Consists entirely of employees of Valhi or its affiliates at the time 
of grant.

OTHER MATTERS

The  Board  of  Directors  knows  of no  other  business  that  will be
presented for  consideration at the Meeting.  If any other matters properly come
before the Meeting,  the persons designated as agents in the enclosed proxy card
or voting  instruction  form will vote on such matters in accordance  with their
best judgment.

STOCKHOLDER PROPOSALS FOR ANNUAL MEETING IN 2003

Stockholders   may  submit   proposals  on  matters   appropriate   for
stockholder action at CompX's annual stockholder meetings, consistent with rules
adopted by the SEC.  Such  proposals  must be  received  by CompX not later than
December 9, 2002 to be considered for inclusion in the proxy  statement and form
of proxy relating to the Annual Meeting of  Stockholders  in 2003. For proposals
to be brought at the 2003 Annual Meeting of Stockholders but not included in the
proxy statement for such meeting,  CompX's bylaws require that the proposal must
be  delivered to or mailed and received at the  principal  executive  offices of
CompX no later than ten days  following  the date on which notice of the date of
the annual  meeting was mailed or public  disclosure  of the date of the meeting
was made. Any such proposals should be addressed to: Corporate Secretary,  CompX
International Inc., Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,
Texas 75240-2697.

2001 ANNUAL REPORT ON FORM 10-K

A copy of CompX's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2001,  as filed with the SEC,  is  included as part of the annual
report mailed to CompX's stockholders with this proxy statement.

ADDITIONAL COPIES

The SEC recently  approved a new rule concerning the delivery of annual
reports  and proxy  statements.  It permits a single set of these  reports to be
sent to any household at which two or more stockholders reside if they appear to
be members of the same family. Each stockholder  continues to receive a separate
proxy card. This procedure,  referred to as householding,  reduces the volume of
duplicate  information  stockholders  receive and reduces  mailing and  printing
expenses.  A number of brokerage  firms have  instituted  householding.  Certain
beneficial  stockholders  who share a single  address may have received a notice
sent earlier this year that only one annual report and proxy  statement  will be
sent to  that  address  unless  a  stockholder  at that  address  gave  contrary
instructions. CompX will promptly deliver a separate copy of CompX's 2001 annual
report or this proxy statement to any stockholder at a shared address to which a
single copy of such  documents  was  delivered,  upon written or oral request of
such stockholder.

To obtain copies of CompX's 2001 annual report or this proxy  statement
without  charge,  please  mail your  request to A.  Andrew R.  Louis,  Corporate
Secretary,  at CompX International Inc., Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697, or call him at 972.233.1700.

COMPX INTERNATIONAL INC.

Dallas, Texas
April 1, 2002

Exhibit A

COMPX INTERNATIONAL INC.

1997 Long-Term Incentive Plan

Section  1.  Purpose.  The  purpose  of  this  Plan is to  advance  the
interests  of CompX and its  stockholders  by  providing  incentives  to certain
Eligible  Persons who  contribute  significantly  to the strategic and long-term
performance objectives and growth of the Company.

Section 2.  Definitions.  The  following  terms  shall have the meaning
indicated:

(a) "Actual Value" has the meaning set forth in Section 9.

(b)   "Associated   Award"   shall   mean  an  Award   granted
concurrently or subsequently in conjunction with another Award.

(c)  "Award"  shall  mean an award of  rights  to an  Eligible
Person under this Plan.

(d) "Award  Period" has the  meaning  set forth in  subsection
9(b).

(e) "Beneficiary" has the meaning set forth in Section 16.

(f) "Board" shall mean the board of directors of CompX.

(g)  "Class A Common  Shares"  shall  mean  shares  of class A
common stock, par value $.01 per share, of CompX and stock of any other
class into which such shares may thereafter be changed.

(h) "Code" shall mean the Internal Revenue Code of 1986, as it
now  exists  or may be  amended  from  time to time,  and the rules and
regulations promulgated thereunder, as they may exist or may be amended
from time to time.

(i)  "Committee"  shall mean a committee of the Board, if any,
designated  by the Board to  administer  this Plan that is comprised of
not fewer than two  directors.  The  membership of the Committee or any
successor  committee (i) shall consist of  "nonemployee  directors" (as
defined in Rule 16b-3) and meet any other applicable requirements so as
to comply at all times with the applicable  requirements of Rule 16b-3,
(ii) shall  consist of  "outside  directors"  (as  defined in  Treasury
Regulation  ss.1.162-27(e)(3)(i)  or any successor regulation) and meet
any other applicable requirements so as to comply at all times with the
applicable requirements of Section 162(m) (if the Board decides at some
latter date that compliance with Section 162(m) is warranted) and (iii)
shall meet any applicable  requirements  of any stock exchange or other
market  quotation  system on which  Class A Common  Shares are  listed.
References  to the Committee  hereunder  shall include the Board or the
Designated Administrator where appropriate.

(j) "Company" shall mean CompX and any parent or subsidiary of
CompX.

(k) "CompX"  shall mean CompX  International  Inc., a Delaware
corporation.

(l)  "Designated  Administrator"  has the meaning set forth in
Section 3.

(m) "Effective Date" shall mean the date the Board adopts this
Plan (which  adoption date may be a date  subsequent to the date of the
actual  action  taken by the Board if the Board  action sets forth such
subsequent adoption date).

(n) "Eligible  Person(s)" shall mean those persons who are key
employees of the Company or other key individuals who perform  services
for the Company, including,  without limitation,  directors who are not
employees of the Company.

(o) "Exchange Act" shall mean the  Securities  Exchange Act of
1934,  as it now  exists or may be amended  from time to time,  and the
rules promulgated thereunder,  as they may exist or may be amended from
time to time.

(p) "Fair Market  Value"  shall mean such value  rounded up to
the  nearest  cent  as  determined  by the  Board  in  accordance  with
applicable law.

(q) "Incentive Stock Option" shall mean a Stock Option that is
an  incentive  stock  option as  defined  in  Section  422 of the Code.
Incentive Stock Options are subject, in part, to the terms,  conditions
and restrictions described in Section 6.

(r)  "Maximum  Value" has the meaning set forth in  subsection
9(a).

(s) "Nonqualified Stock Option" shall mean a Stock Option that
is not an incentive stock option as defined in Section 422 of the Code.
Nonqualified  Stock  Options  are  subject,  in  part,  to  the  terms,
conditions and restrictions described in Section 6.

(t) "Other  CompX  Securities"  shall  mean  CompX  securities
(which may include,  but need not be limited to,  unbundled stock units
or  components   thereof,   debentures,   preferred  stock,   warrants,
securities  convertible  into Class A Common Shares or other  property)
other than Class A Common Shares.

(u)  "Participant"  shall mean an  Eligible  Person to whom an
Award has been granted under this Plan.

(v) "Performance  Grant" shall mean an Award subject, in part,
to the  terms,  conditions  and  restrictions  described  in Section 9,
pursuant to which the  recipient  may become  entitled to receive cash,
Class A Common  Shares,  Other CompX  Securities or property,  or other
forms of payment,  or any  combination  thereof,  as  determined by the
Board.

(w)  "Plan"  shall  mean this CompX  International  Inc.  1997
Long-Term Incentive Plan.

(x) "Purchased  Option" shall mean a Stock Option that is sold
to an  Eligible  Person at a price  determined  by the Board.  Purchase
Options are subject, in part, to the terms, conditions and restrictions
described in Section 6.

(y)   "Restricted   Period"  has  the  meaning  set  forth  in
subsection 8(b).

(z)  "Restricted  Stock" shall mean an Award of Class A Common
Shares that are issued subject,  in part, to the terms,  conditions and
restrictions described in Section 8.

(aa) "Rule  16b-3"  shall mean Rule 16b-3  promulgated  by the
Securities  and  Exchange  Commission  under the  Exchange  Act and any
successor rule.

(bb) "Section  162(m)" shall mean  ss.162(m) of the Code,  any
rules or regulations promulgated  thereunder,  as they may exist or may
be amended from time to time, or any successor to such section.

(cc) "Stock Appreciation Right" shall mean an Award of a right
to receive  (without  payment to CompX)  cash,  Class A Common  Shares,
Other CompX Securities or property,  or other forms of payment,  or any
combination  thereof, as determined by the Board, based on the increase
in the value of the number of Class A Common  Shares  specified  in the
Stock Appreciation  Right. Stock  Appreciation  Rights are subject,  in
part, to the terms, conditions and restrictions described in Section 7.

(dd) "Stock Option" shall mean an Award of a right to purchase
Class A Common Shares. The term Stock Option shall include Nonqualified
Stock Options, Incentive Stock Options and Purchased Options.

(ee) "Ten  Percent  Employee"  shall mean an  employee  of the
Company who owns stock representing more than ten percent of the voting
power of all classes of stock of CompX or any parent or  subsidiary  of
CompX.

(ff)  "Treasury  Regulation"  shall mean a final,  proposed or
temporary  regulation of the  Department of Treasury under the Code and
any successor regulation.

Section  3.  Administration.  Unless  the  Board  shall  designate  the
Committee or a Designated Administrator to administer this Plan, this Plan shall
be  administered  by the Board.  If at any time Rule  16b-3 so  permits  without
adversely  affecting  the  ability of Awards to  executive  officers of CompX to
comply  with  the  conditions  for  Rule  16b-3,  the  Board  may  delegate  the
administration  of this Plan and any of its power and  authority  in whole or in
part,  on such  terms and  conditions,  and to such  person or persons as it may
determine in its discretion (a "Designated Administrator").

The Board has all the  powers  vested in it by the terms of this  Plan,
such powers to include exclusive  authority to select the Eligible Persons to be
granted  Awards under this Plan,  to determine  the type,  size and terms of the
Award to be made to each Eligible  Person  selected,  to modify the terms of any
Award that has been granted,  to determine the time when Awards will be granted,
to  establish  performance  objectives,  to make any  adjustments  necessary  or
desirable  as a result of the  granting  of Awards to Eligible  Persons  located
outside the United States and to prescribe the form of the agreements  embodying
Awards made under this Plan.  The Board is authorized to interpret this Plan and
the Awards  granted under this Plan,  to establish,  amend and rescind any rules
and regulations relating to this Plan, and to make any other determinations that
it deems necessary or desirable for the  administration  of this Plan. The Board
may correct any defect or supply any omission or reconcile any  inconsistency in
this Plan or in any  Award in the  manner  and to the  extent  the  Board  deems
necessary or desirable to carry it into effect. Any decision of the Board in the
interpretation and  administration of this Plan, as described herein,  shall lie
within  its sole and  absolute  discretion  and shall be final,  conclusive  and
binding on all  parties  concerned.  The Board may act only by a majority of its
members in office, except that the members thereof may authorize any one or more
of their members or any officer of the Company to execute and deliver  documents
or to take any other  ministerial  action on behalf of the Board with respect to
Awards made or to be made to Participants.

No member of the Board and no  officer of the  Company  shall be liable
for anything done or omitted to be done by him, by any other member of the Board
or by any officer of the Company in connection  with the  performance  of duties
under this Plan, except for his own willful  misconduct or as expressly provided
by statute. In addition to all other rights of indemnification and reimbursement
to which a member of the Board and an officer of the  Company  may be  entitled,
the Company  shall  indemnify  and hold harmless each such member or officer who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  proceeding or suit in connection  with the  performance  of duties
under  this  Plan  against  expenses  (including  reasonable  attorneys'  fees),
judgments,  fines,  liabilities,  losses and amounts paid in settlement actually
and  reasonably  incurred by him in  connection  with such  proceeding  or suit,
except for his own willful  misconduct  or as  expressly  provided  otherwise by
statute.  Expenses (including  reasonable  attorneys' fees) incurred by a such a
member or officer in defending any such  proceeding or suit shall be paid by the
Company in  advance of the final  disposition  of such  proceeding  or suit upon
receipt  of a written  affirmation  by such  member or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification and
a written  undertaking  by or on behalf of such  member or officer to repay such
amount  if it shall  ultimately  be  determined  that he is not  entitled  to be
indemnified by the Company as authorized in this Section.

Section 4.  Participation.  Consistent  with the purposes of this Plan,
the Board  shall have  exclusive  power to select the  Eligible  Persons who may
participate in this Plan and be granted Awards under this Plan. Eligible Persons
may be selected  individually  or by groups or categories,  as determined by the
Board in its discretion.

Section 5.  Awards under this Plan.

(a) Types of Awards.  Awards under this Plan may include,  but
need not be limited  to,  one or more of the  following  types,  either
alone or in any  combination  thereof:  (i) Stock  Options,  (ii) Stock
Appreciation  Rights,  (iii) Restricted Stock, (iv) Performance  Grants
and (v) any other type of Award  deemed by the Board in its  discretion
to be  consistent  with the purposes of this Plan  (including,  but not
limited to, Awards of or options or similar rights granted with respect
to unbundled stock units or components  thereof,  and Awards to be made
to Participants who are foreign nationals or are employed or performing
services outside the United States).

(b) Maximum Number of Shares that May be Issued.  There may be
issued under this Plan (as Restricted  Stock, in payment of Performance
Grants, pursuant to the exercise of Stock Options or Stock Appreciation
Rights or in  payment  of or  pursuant  to the  exercise  of such other
Awards as the Board, in its discretion,  may determine) an aggregate of
not more than 1,500,000 Class A Common Shares, subject to adjustment as
provided  in Section 15. No Eligible  Person may receive  Awards  under
this Plan for more than 500,000 Class A Common Shares in any one fiscal
year of CompX, subject to adjustment as provided in Section 15. Class A
Common Shares issued pursuant to this Plan may be either authorized but
unissued shares, treasury shares,  reacquired shares or any combination
thereof.  If any Class A Common Shares  issued as  Restricted  Stock or
otherwise  subject to repurchase or forfeiture rights are reacquired by
the  Company  pursuant  to such  rights  or, if any Award is  canceled,
terminates or expires unexercised, any Class A Common Shares that would
otherwise  have been  issuable  pursuant  thereto will be available for
issuance under new Awards.

(c) Rights  with  Respect  to Class A Common  Shares and Other
Securities.  Except as  provided  in  subsection  8(c) with  respect to
Awards of Restricted Stock and unless otherwise determined by the Board
in its  discretion,  a  Participant  to whom an Award is made  (and any
person succeeding to such a Participant's rights pursuant to this Plan)
shall  have no  rights as a  stockholder  with  respect  to any Class A
Common Shares or as a holder with respect to other securities,  if any,
issuable pursuant to any such Award until the date of the issuance of a
stock  certificate  to him for  such  Class A  Common  Shares  or other
instrument of ownership,  if any.  Except as provided in Section 15, no
adjustment  shall be made for dividends,  distributions or other rights
(whether  ordinary or extraordinary,  and whether in cash,  securities,
other  property or other  forms of  consideration,  or any  combination
thereof)  for which  the  record  date is prior to the date such  stock
certificate or other instrument of ownership, if any, is issued. In all
events,  a  Participant  with whom an Award  agreement is made to issue
Class  A  Common  Shares  in the  future,  shall  have no  rights  as a
stockholder  with  respect  to Class A Common  Shares  related  to such
agreement  until  issuance to him of a stock  certificate  representing
such shares.

Section 6. Stock Options. The Board may sell Purchased Options or grant
other Stock Options either alone,  or in  conjunction  with  Associated  Awards,
either  at the  time of  grant  or by  amendment  thereafter;  provided  that an
Incentive Stock Option may be granted only to Eligible Persons who are employees
of the  Company  and have an  Associated  Award  only to the  extent  that  such
Associated Award does not disqualify the Incentive Stock Option's status as such
under the Code.  Each  Stock  Option  granted  or sold  under this Plan shall be
evidenced by an agreement in such form as the Board shall prescribe from time to
time in accordance with this Plan and shall comply with the applicable terms and
conditions  of this  Section  and this  Plan,  and with  such  other  terms  and
conditions, including, but not limited to, restrictions upon the Stock Option or
the Class A Common Shares issuable upon exercise  thereof,  as the Board, in its
discretion, shall establish.

(a) The  exercise  price of a Stock  Option  may be less than,
equal to, or greater than,  the Fair Market Value of the Class A Common
Shares  subject  to such Stock  Option at the time the Stock  Option is
granted,  as determined by the Board;  provided,  however,  that in the
case  of an  Incentive  Stock  Option  granted  to an  employee  of the
Company,  the  exercise  price  shall not be less than the Fair  Market
Value of the Class A Common Shares  subject to such Stock Option at the
time the Stock  Option  is  granted,  or if  granted  to a Ten  Percent
Employee,  such exercise price shall not be less than 110% of such Fair
Market  Value at the time the  Stock  Option is  granted.  In no event,
however,  will the  exercise  price per share of a Stock Option be less
than the par value per share of a Common Share.

(b) The Board  shall  determine  the  number of Class A Common
Shares  to be  subject  to each  Stock  Option.  In the case of a Stock
Option awarded in conjunction  with an Associated  Award, the number of
Class A Common  Shares  subject to an  outstanding  Stock Option may be
reduced on an appropriate basis to the extent that the Associated Award
has been exercised,  paid to or otherwise  received by the Participant,
as determined by the Board.

(c) Any Stock Option may be exercised  during its term only at
such time or times and in such installments as the Board may establish.

(d) A Stock Option shall not be exercisable:

(i) in the case of any Incentive Stock Option granted
to a Ten Percent Employee,  after the expiration of five years
from the date it is  granted,  and,  in the case of any  other
Stock Option,  after the expiration of ten years from the date
it is granted; and

(ii)  unless  payment  in full is made for the shares
being acquired  thereunder at the time of exercise as provided
in subsection 6(i).

(e) The Board shall determine in its discretion and specify in
each  agreement  embodying  a Stock  Option  the  effect,  if any,  the
termination  of the  Participant's  employment  with or  performance of
services for the Company shall have on the  exercisability of the Stock
Option; provided,  however, that an Incentive Stock Option shall not be
exercisable at a time that is beyond the time an Incentive Stock Option
may be exercised in order to qualify as such under the Code.

(f) In the case of an Incentive  Stock  Option,  the amount of
the aggregate Fair Market Value of Class A Common Shares (determined at
the time of grant of the Stock Option) with respect to which  incentive
stock options are  exercisable for the first time by an employee of the
Company  during any calendar year (under all such plans of his employer
corporation  and its  parent  and  subsidiary  corporations)  shall not
exceed $100,000.

(g) It is the intent of CompX that Nonqualified  Stock Options
granted under this Plan not be classified as Incentive  Stock  Options,
that the Incentive  Stock Options granted under this Plan be consistent
with and contain or be deemed to contain all provisions  required under
Section 422 and the other  appropriate  provisions  of the Code and any
implementing  regulations (and any successor provisions  thereof),  and
that any ambiguities in  construction  shall be interpreted in order to
effectuate such intent.

(h) A Purchased  Option may contain such additional  terms not
inconsistent  with  this  Plan,   including  but  not  limited  to  the
circumstances  under which the purchase price of such Purchased  Option
may be returned to the holder of the Purchased Option, as the Board may
determine in its sole discretion.

(i) For purposes of payments made to exercise  Stock  Options,
such payment shall be made in such form (including, but not limited to,
cash, Class A Common Shares, the surrender of another outstanding Award
under this Plan or any combination  thereof) as the Board may determine
in its discretion;  provided, however, that for purposes of making such
payment in Class A Common Shares,  such shares shall be valued at their
Fair Market  Value on the day of  exercise  and shall have been held by
the Participant for a period of at least six (6) months.

Section  7.  Stock  Appreciation  Rights.  The Board  may  grant  Stock
Appreciation  Rights either alone,  or in conjunction  with  Associated  Awards,
either  at the time of grant or by  amendment  thereafter.  Each  Award of Stock
Appreciation  Rights  granted under this Plan shall be evidenced by an agreement
in such form as the Board shall  prescribe from time to time in accordance  with
this Plan and shall  comply with the  applicable  terms and  conditions  of this
Section 7 and this Plan,  and with such other terms and  conditions,  including,
but not limited to,  restrictions upon the Award of Stock Appreciation Rights or
the Class A Common Shares issuable upon exercise  thereof,  as the Board, in its
discretion, shall establish.

(a) The Board  shall  determine  the  number of Class A Common
Shares to be subject to each Award of Stock Appreciation Rights. In the
case of an Award of Stock  Appreciation  Rights  awarded in conjunction
with an Associated  Award,  the number of Class A Common Shares subject
to an outstanding Award of Stock Appreciation  Rights may be reduced on
an appropriate  basis to the extent that the Associated  Award has been
exercised,  paid  to or  otherwise  received  by  the  Participant,  as
determined by the Board.

(b) The  Award  of  Stock  Appreciation  Rights  shall  not be
exercisable:

(i) unless the  Associated  Award,  if any, is at the
time exercisable;

(ii) if the  Associated  Award is a Stock  Option and
the Fair Market  Value per share of the Class A Common  Shares
on the exercise  date does not exceed the  exercise  price per
share of such Stock Option; or

(iii) if the Associated  Award is an Incentive  Stock
Option  and the  exercise  of the Award of Stock  Appreciation
Rights would  disqualify  the  Incentive  Stock Option as such
under the Code.

(c) The Board shall determine in its discretion and specify in
each  agreement  embodying  an Award of Stock  Appreciation  Rights the
effect, if any, the termination of the Participant's employment with or
performance   of   services   for  the   Company   shall  have  on  the
exercisability of the Award of Stock Appreciation Rights.

(d) An Award of Stock  Appreciation  Rights shall  entitle the
holder to exercise such Award or to surrender unexercised an Associated
Award (or any portion of such Associated Award) to CompX and to receive
from CompX in exchange  thereof,  without payment to CompX, that number
of Class A Common Shares having an aggregate value equal to (or, in the
discretion of the Board, less than) the excess of the Fair Market Value
of one share,  at the time of such exercise,  over the exercise  price,
times  the  number  of shares  subject  to the Award or the  Associated
Award, or portion thereof, that is so exercised or surrendered,  as the
case may be. The Board shall be entitled in its  discretion to elect to
settle  the  obligation   arising  out  of  the  exercise  of  a  Stock
Appreciation  Right by the payment of cash or Other CompX Securities or
property,  or other  forms of payment or any  combination  thereof,  as
determined by the Board,  equal to the  aggregate  value of the Class A
Common  Shares it would  otherwise be  obligated  to deliver.  Any such
election  by the Board shall be made as soon as  practicable  after the
receipt by the Board of  written  notice of the  exercise  of the Stock
Appreciation Right.

(e) A Stock  Appreciation  Right may provide  that it shall be
deemed to have been  exercised at the close of business on the business
day preceding the expiration date of the Stock Appreciation Right or of
the  related  Stock  Option  (or other  Award),  or such  other date as
specified by the Board, if at such time such Stock  Appreciation  Right
has a positive value.  Such deemed exercise shall be settled or paid in
the same manner as a regular exercise thereof as provided in subsection
7(d) hereof.

Section 8. Restricted  Stock.  The Board may grant Awards of Restricted
Stock either alone, or in conjunction with Associated Awards, either at the time
of grant or by amendment  thereafter.  Each Award of Restricted Stock under this
Plan  shall  be  evidenced  by an  agreement  in such  form as the  Board  shall
prescribe  from time to time in accordance  with this Plan and shall comply with
the applicable terms and conditions of this Section and this Plan, and with such
other terms and conditions as the Board, in its discretion, shall establish.

(a) The Board  shall  determine  the  number of Class A Common
Shares  to  be  issued  to a  Participant  pursuant  to  the  Award  of
Restricted Stock, and the extent, if any, to which they shall be issued
in exchange for cash, other consideration, or both.

(b) Until the  expiration  of such  period as the Board  shall
determine  from the date on which the Award is granted  and  subject to
such other terms and  conditions as the Board in its  discretion  shall
establish (the "Restricted  Period"), a Participant to whom an Award of
Restricted Stock is made shall be issued,  but shall not be entitled to
the delivery of, a stock  certificate  representing  the Class A Common
Shares subject to such Award.

(c)  Unless   otherwise   determined   by  the  Board  in  its
discretion, a Participant to whom an Award of Restricted Stock has been
made (and any person succeeding to such a participant's rights pursuant
to this Plan)  shall have,  after  issuance  of a  certificate  for the
number of Class A Common Shares  awarded and prior to the expiration of
the  Restricted  Period,  ownership  of  such  Class A  Common  Shares,
including  the right to vote such Class A Common  Shares and to receive
dividends  or other  distributions  made or paid with  respect  to such
Class A Common Shares  (provided that such Class A Common  Shares,  and
any new,  additional or different  shares, or Other CompX Securities or
property,  or other forms of consideration  that the Participant may be
entitled  to receive  with  respect to such Class A Common  Shares as a
result of a stock  split,  stock  dividend  or any other  change in the
corporation  or  capital  structure  of CompX,  shall be subject to the
restrictions  hereinafter  described as  determined by the Board in its
discretion),   subject,  however,  to  the  options,  restrictions  and
limitations imposed thereon pursuant to this Plan.

(d) The Board shall determine in its discretion and specify in
each agreement  embodying an Award of Restricted  Stock the effect,  if
any,  the   termination  of  the   Participant's   employment  with  or
performance of services for the Company  during the  Restricted  Period
shall have on such Award of Restricted Stock.

Section  9.  Performance   Grants.   The  Board  may  grant  Awards  of
Performance  Grants either alone,  or in  conjunction  with  Associated  Awards,
either  at the  time  of  grant  or by  amendment  thereafter.  The  Award  of a
Performance  Grant to a  Participant  will  entitle  him to receive a  specified
amount determined by the Board (the "Actual Value"), if the terms and conditions
specified  in  this  Plan  and in the  Award  are  satisfied.  Each  Award  of a
Performance  Grant shall be subject to the  applicable  terms and  conditions of
this Section and this Plan,  and to such other terms and  conditions,  including
but not limited to,  restrictions  upon any cash,  Class A Common Shares,  Other
CompX  Securities  or property,  or other forms of payment,  or any  combination
thereof,  issued with respect to the  Performance  Grant,  as the Board,  in its
discretion,  shall establish, and shall be embodied in an agreement in such form
and substance as is determined by the Board.

(a) The Board shall  determine the value or range of values of
a Performance  Grant to be awarded to each Participant  selected for an
Award  and  whether  or not  such a  Performance  Grant is  granted  in
conjunction  with an Associated  Award. As determined by the Board, the
maximum value of each Performance Grant (the "Maximum Value") shall be:
(i) an  amount  fixed by the  Board  at the  time the  Award is made or
amended thereafter,  (ii) an amount that varies from time to time based
in  whole or in part on the then  current  value of the  Class A Common
Shares,  Other CompX  Securities  or property,  or other  securities or
property,  or any  combination  thereof  or  (iii)  an  amount  that is
determinable from criteria  specified by the Board.  Performance Grants
may be issued in different  classes or series having  different  names,
terms and  conditions.  In the case of a  Performance  Grant awarded in
conjunction  with an Associated  Award,  the  Performance  Grant may be
reduced on an appropriate basis to the extent that the Associated Award
has been exercised,  paid to or otherwise  received by the Participant,
as determined by the Board.

(b)  The  award  period  ("Award   Period")   related  to  any
Performance  Grant shall be a period  determined  by the Board.  At the
time  each  Award  is  made,  the  Board  shall  establish  performance
objectives  to be  attained  within  the  Award  Period as the means of
determining  the  Actual  Value  of  such  a  Performance   Grant.  The
performance  objectives  shall be based on such  measure or measures of
performance,  which  may  include,  but need  not be  limited  to,  the
performance  of the  Participant,  the  Company  or one or  more of its
divisions or units, or any  combination of the foregoing,  as the Board
shall determine, and may be applied on an absolute basis or be relative
to industry or other  indices or any  combination  thereof.  The Actual
Value of a  Performance  Grant shall be equal to its Maximum Value only
if the performance objectives are attained in full, but the Board shall
specify  the manner in which the  Actual  Value of  Performance  Grants
shall be determined if the performance objectives are met in part. Such
performance  measures,  the Actual Value or the Maximum  Value,  or any
combination  thereof, may be adjusted in any manner by the Board in its
discretion  at any  time  and from  time to time  during  or as soon as
practicable  after  the  Award  Period,  if  it  determines  that  such
performance  measures,  the Actual Value or the Maximum  Value,  or any
combination thereof, are not appropriate under the circumstances.

(c) The Board shall determine in its discretion and specify in
each agreement  embodying a Performance  Grant the effect,  if any, the
termination  of the  Participant's  employment  with or  performance of
services  for the Company  during the Award  Period  shall have on such
Performance Grant.

(d) The Board  shall  determine  whether the  conditions  of a
Performance  Grant have been met and, if so, shall ascertain the Actual
Value of the Performance  Grant. If the Performance Grant has no Actual
Value,  the Award and such  Performance  Grant  shall be deemed to have
been  canceled  and the  Associated  Award,  if any, may be canceled or
permitted to continue in effect in  accordance  with its terms.  If the
Performance Grant has any Actual Value and:

(i) was not awarded in conjunction with an Associated
Award,  the Board  shall  cause an amount  equal to the Actual
Value of the Performance Grant earned by the Participant to be
paid to him or his permitted assignee or Beneficiary; or

(ii) was awarded in  conjunction  with an  Associated
Award, the Board shall determine,  in accordance with criteria
specified by the Board (A) to cancel the Performance Grant, in
which event no amount with  respect  thereto  shall be paid to
the Participant or his permitted assignee or Beneficiary,  and
the Associated Award may be permitted to continue in effect in
accordance with its terms,  (B) to pay the Actual Value of the
Performance Grant to the Participant or his permitted assignee
or  Beneficiary  as  provided   below,   in  which  event  the
Associated  Award  may  be  canceled  or  (C)  to  pay  to the
Participant  or his  Beneficiary,  the Actual  Value of only a
portion of the  Performance  Grants,  in which  event all or a
portion of the  Associated  Award may be permitted to continue
in effect in  accordance  with its  terms or be  canceled,  as
determined by the Board.

Such determination by the Board shall be made as promptly as
practicable following the end of the Award Period or upon the earlier
termination of employment or performance of services, or at such other
time or times as the Board shall determine, and shall be made pursuant
to criteria specified by the Board.

(e) Payment of any amount with respect to the Performance
Grants that the Board determines to pay as provided above shall be made
by CompX as promptly as practicable after the end of the Award Period
or at such other time or times as the Board shall determine, and may be
made in cash, Class A Common Shares, Other CompX Securities or
property, or other forms of payment, or any combination thereof or in
such other manner, as determined by the Board in its discretion.
Notwithstanding anything in this Section to the contrary, the Board
may, in its discretion, determine and pay out the Actual Value of the
Performance Grants at any time during the Award Period.

Section 10. Deferral of Compensation. The Board shall determine whether
or  not an  Award  shall  be  made  in  conjunction  with  the  deferral  of the
Participant's  salary, bonus or other compensation,  or any combination thereof,
and whether or not such deferred amounts may be:

(a) forfeited to the Company or to other  Participants  or any
combination  thereof,  under certain  circumstances (which may include,
but need not be limited to,  certain types of termination of employment
or performance of services for the Company);

(b)  subject to  increase  or decrease in value based upon the
attainment of or failure to attain,  respectively,  certain performance
measures; and/or

(c) credited with income equivalents  (which may include,  but
need not be limited to,  interest,  dividends or other rates of return)
until the date or dates of payment of the Award, if any.

Section 11. Deferred Payment of Awards.  The Board may specify that the
payment  of all or any  portion  of cash,  Class A Common  Shares,  Other  CompX
Securities  or  property,  or any  other  form of  payment,  or any  combination
thereof, under an Award shall be deferred until a later date. Deferrals shall be
for such periods or until the occurrence of such events, and upon such terms, as
the Board shall determine in its discretion.  Deferred payments of Awards may be
made by undertaking to make payment in the future based upon the  performance of
certain investment  equivalents (which may include,  but need not be limited to,
government  securities,  Class A Common Shares,  other  securities,  property or
consideration,  or any  combination  thereof),  together  with  such  additional
amounts of income equivalents (which may be compounded and may include, but need
not be  limited  to,  interest,  dividends  or  other  rates  of  return  or any
combination  thereof) as may accrue  thereon until the date or dates of payment,
such investment equivalents and such additional amounts of income equivalents to
be determined by the Board in its discretion.

Section 12. Transferability of Awards. Except as may be approved by the
Board, a Participant's  rights and interest under this Plan or any Award may not
be assigned  or  transferred,  hypothecated  or  encumbered  in whole or in part
either  directly or by operation  of law or otherwise  (except in the event of a
Participant's death), including, but not by way of limitation,  execution, levy,
garnishment,  attachment,  pledge,  bankruptcy or in any other manner; provided,
however, that any Incentive Stock Option granted pursuant to this Plan shall not
be transferable  other than by will or the laws of descent and  distribution and
shall be exercisable during the Participant's lifetime only by him.

Section 13.  Amendment or  Substitution  of Awards under this Plan. The
terms of any  outstanding  Award under this Plan may be amended or modified from
time to  time  by the  Board  in its  discretion  in any  manner  that it  deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any Award and/or  payments  thereunder) if the Board could grant such amended
or modified  Award under the terms of this Plan at the time of such amendment or
modification;  provided that no such amendment or  modification  shall adversely
affect in a material  manner any right of a Participant  under the Award without
his written  consent,  unless the Board  determines in its discretion that there
have  occurred or are about to occur  significant  changes in the  Participant's
position,  duties or  responsibilities,  or  significant  changes  in  economic,
legislative,  regulatory,  tax,  accounting or cost/benefit  conditions that are
determined  by the Board in its  discretion  to have or to be expected to have a
substantial effect on the performance of the Company, or any affiliate, division
or department  thereof,  on this Plan or on any Award under this Plan. The Board
may, in its  discretion,  permit  holders of Awards under this Plan to surrender
outstanding  Awards in order to  exercise  or  realize  the rights  under  other
Awards, or in exchange for the grant of new Awards, or require holders of Awards
to  surrender  outstanding  Awards as a condition  precedent to the grant of new
Awards under this Plan.

Section 14.  Termination of a Participant.  For all purposes under this
Plan, the Board shall determine whether a Participant has terminated  employment
with, or the  performance of services for, the Company;  provided,  however,  an
absence or leave approved by the Company,  to the extent permitted by applicable
provisions of the Code, shall not be considered an interruption of employment or
performance of services for any purpose under this Plan.

Section 15. Dilution and Other Adjustments.  In the event of any change
in the outstanding Class A Common Shares by reason of any stock split, dividend,
split-up, split-off, spin-off,  recapitalization,  merger, consolidation, rights
offering, reorganization,  combination or exchange of shares, a sale by CompX of
all or substantially all of its assets,  any distribution to stockholders  other
than a normal cash dividend,  or other  extraordinary  or unusual event,  if the
Board shall determine, in its discretion, that such change equitably requires an
adjustment  in the  terms of any Award or the  number  of Class A Common  Shares
available  for  Awards,  such  adjustment  may be made by the Board and shall be
final,  conclusive  and binding for all purposes of this Plan.  Each  adjustment
made  pursuant to this Section shall be made with a view toward  preserving  the
value of the affected Award had prior to the event or  transaction  giving cause
to such adjustment.

In the event of the proposed  dissolution or liquidation of CompX,  all
outstanding Awards shall terminate immediately prior to the consummation of such
proposed  action,  unless  otherwise  provided  by the Board.  In the event of a
proposed sale of all or  substantially  all of the assets of CompX or the merger
of CompX with or into another  corporation,  all restrictions on any outstanding
Awards shall lapse and Participants shall be entitled to the full benefit of all
such Awards immediately prior to the closing date of such sale or merger, unless
otherwise provided by the Board.

Section 16.  Designation of Beneficiary by  Participant.  A Participant
may name a  beneficiary  to receive any payment to which he may be entitled with
respect to any Award  under  this Plan in the event of his  death,  on a written
form to be provided by and filed with the Board,  and in a manner  determined by
the Board in its discretion (a  "Beneficiary").  The Board reserves the right to
review  and  approve  Beneficiary  designations.  A  Participant  may change his
Beneficiary  from time to time in the same manner,  unless such  Participant has
made an irrevocable  designation.  Any  designation of a Beneficiary  under this
Plan (to the extent it is valid and enforceable  under  applicable law) shall be
controlling over any other disposition, testamentary or otherwise, as determined
by the  Board in its  discretion.  If no  designated  Beneficiary  survives  the
Participant  and is living on the date on which any  amount  becomes  payable to
such a  Participant's  Beneficiary,  such  payment  will be  made  to the  legal
representatives of the Participant's  estate, and the term "Beneficiary" as used
in this Plan shall be deemed to include such person or persons. If there are any
questions  as to the legal right of any  Beneficiary  to receive a  distribution
under this Plan,  the Board in its  discretion  may determine that the amount in
question be paid to the legal  representatives of the estate of the Participant,
in  which  event  the  Company,   the  Board,  the  Committee,   the  Designated
Administrator (if any), and the members thereof,  will have no further liability
to anyone with respect to such amount.

Section 17.  Financial  Assistance.  If the Board  determines that such
action is  advisable,  the  Company  may assist  any  Participant  in  obtaining
financing  from the  Company  (or  under any  program  of the  Company  approved
pursuant to applicable  law), or from a bank or other third party, on such terms
as are determined by the Board,  and in such amount as is required to accomplish
the purposes of this Plan, including, but not limited to, to permit the exercise
of an Award,  the  participation  therein,  and/or the payment of any taxes with
respect  thereto.  Such  assistance  may  take any form  that  the  Board  deems
appropriate,  including,  but not limited to, a direct loan from the Company,  a
guarantee of the obligation by the Company or the  maintenance by the Company of
deposits with such bank or third party.

Section 18.  Miscellaneous Provisions.

(a) Any proceeds from Awards shall constitute general funds of
CompX.

(b) No fractional  shares may be delivered under an Award, but
in lieu thereof a cash or other  adjustment shall be made as determined
by the Board in its discretion.

(c) No Eligible Person or other person shall have any claim or
right to be granted an Award  under this Plan.  Determinations  made by
the  Board  under  this  Plan  need  not be  uniform  and  may be  made
selectively among Eligible Persons under this Plan, whether or not such
Eligible  Persons are  similarly  situated.  Neither  this Plan nor any
action taken hereunder shall be construed as giving any Eligible Person
any right to continue to be  employed  by or perform  services  for the
Company, and the right to terminate the employment of or performance of
services  by  Eligible  Persons  at any  time  and  for any  reason  is
specifically reserved.

(d) No  Participant  or other person shall have any right with
respect to this Plan,  the Class A Common Shares  reserved for issuance
under this Plan or in any Award, contingent or otherwise, until written
evidence of the Award shall have been  delivered to the  recipient  and
all the terms,  conditions  and  provisions  of this Plan and the Award
applicable to such recipient (and each person claiming under or through
him) have been met.

(e) No  Class A  Common  Shares,  Other  CompX  Securities  or
property,  other securities or property or other forms of payment shall
be issued  hereunder with respect to any Award unless counsel for CompX
shall be  satisfied  that  such  issuance  will be in  compliance  with
applicable law and any applicable  rules of any stock exchange or other
market quotation system on which Class A Common Shares are listed.

(f) It is the  intent of CompX  that  this Plan  comply in all
respects  with Rule 16b-3 with  respect to Awards  granted to executive
officers  of  CompX,  that  any  ambiguities  or   inconsistencies   in
construction  of  this  Plan be  interpreted  to  give  effect  to such
intention  and that if any provision of this Plan is found not to be in
compliance  with Rule 16b-3,  such  provision  shall be deemed null and
void with respect to Awards  granted to executive  officers of CompX to
the extent required to permit such Awards to comply with Rule 16b-3. It
is also the intent of CompX that this Plan comply in all respects  with
the provisions of the Code providing  favorable  treatment to Incentive
Stock Options,  that any ambiguities or inconsistencies in construction
of this Plan be  interpreted  to give effect to such intention and that
if any provision of this Plan is found not to be in compliance with the
Incentive Stock Option  provisions of the Code, such provision shall be
deemed null and void with respect to Incentive Stock Options granted to
employees  of the  Company  to  the  extent  required  to  permit  such
Incentive Stock Options to receive favorable treatment under the Code.

(g) The  Company  shall  have  the  right to  deduct  from any
payment  made  under  this Plan any  federal,  state,  local or foreign
income or other taxes  required by law to be withheld  with  respect to
such  payment.  It shall be a condition to the  obligation  of CompX to
issue Class A Common Shares, Other CompX Securities or property,  other
securities or property,  or other forms of payment,  or any combination
thereof,  upon exercise,  settlement or payment of any Award under this
Plan,  that the  Participant  (or any Beneficiary or person entitled to
act) pay to CompX,  upon its demand,  such amount as may be required by
the Company for the purpose of  satisfying  any  liability  to withhold
federal,  state,  local or foreign income or other taxes. If the amount
requested is not paid, CompX may refuse to issue Class A Common Shares,
Other CompX Securities or property,  other  securities or property,  or
other forms of payment,  or any  combination  thereof.  Notwithstanding
anything  in  this  Plan  to  the  contrary,  the  Board  may,  in  its
discretion,  permit an Eligible  Person (or any  Beneficiary  or person
entitled  to  act)  to  elect  to pay a  portion  or all of the  amount
requested by the Company for such taxes with respect to such Award,  at
such time and in such manner as the Board shall deem to be  appropriate
(including,  but not limited to, by authorizing  CompX to withhold,  or
agreeing to surrender to CompX on or about the date such tax  liability
is  determinable,  Class A Common  Shares,  Other CompX  Securities  or
property,  other securities or property,  or other forms of payment, or
any  combination  thereof,  owned by such  person or a portion  of such
forms of payment  that would  otherwise  be  distributed,  or have been
distributed, as the case may be, pursuant to such Award to such person,
having a Fair Market Value equal to the amount of such taxes).

(h) The  expenses of this Plan shall be borne by the  Company;
provided,  however,  the Company may recover from a Participant  or his
Beneficiary,  heirs or assigns any and all damages,  fees, expenses and
costs  incurred  by the Company  arising out of any actions  taken by a
Participant  in breach of this Plan or any  agreement  evidencing  such
Participant's Award.

(i) This Plan  shall be  unfunded.  The  Company  shall not be
required to establish any special or separate fund or to make any other
segregation  of assets to assure the  payment  of any Award  under this
Plan,  and rights to the payment of Awards shall be no greater than the
rights of the Company's general creditors.

(j) By accepting  any Award or other  benefit under this Plan,
each Participant and each person claiming under or through him shall be
conclusively  deemed to have indicated his acceptance and  ratification
of, and  consent to, any action  taken under this Plan by the  Company,
the  Board,   the  Committee   (if   applicable)   or  the   Designated
Administrator (if applicable).

(k) The appropriate  officers of the Company shall cause to be
filed  any  reports,  returns  or other  information  regarding  Awards
hereunder of any Class A Common Shares issued pursuant hereto as may be
required  by  applicable  law and any  applicable  rules  of any  stock
exchange  or other  market  quotation  system  on which  Class A Common
Shares are listed.

(l) The validity, construction, interpretation, administration
and effect of this Plan, and of its rules and  regulations,  and rights
relating to this Plan and to Awards  granted under this Plan,  shall be
governed by the  substantive  laws, but not the choice of law rules, of
the State of Delaware.

(m)  Records  of the  Company  shall  be  conclusive  for  all
purposes under this Plan or any Award,  unless  determined by the Board
to be incorrect.

(n) If any  provision  of this Plan or any Award is held to be
illegal or invalid for any reason,  the illegality or invalidity  shall
not affect the remaining provisions of this Plan or any Award, but such
provision  shall  be  fully  severable,  and  this  Plan or  Award,  as
applicable,  shall be  construed  and  enforced  as if the  illegal  or
invalid  provision  had never been  included in this Plan or Award,  as
applicable.

(o) The terms of this Plan shall  govern all Awards under this
Plan and in no event  shall the Board have the power to grant any Award
under this Plan that is contrary to any of the provisions of this Plan.

(p) For purposes of interpretation of this Plan, the masculine
pronoun  includes the  feminine  and the  singular  includes the plural
wherever appropriate.

Section 19. Plan Amendment or  Suspension.  This Plan may be amended or
suspended  in whole or in part at any time  from time to time by the  Board.  No
amendment of this Plan shall adversely  affect in a material manner any right of
any  Participant  with  respect to any Award  previously  granted  without  such
Participant's written consent, except as permitted under Section 13.

Section  20.  Plan  Termination.  This Plan  shall  terminate  upon the
earlier of the following dates or events to occur:

(a) upon the adoption of a resolution of the Board terminating
this Plan; or

(b) the tenth  anniversary  of the Effective  Date;  provided,
however,  that the Board may,  prior to such  date,  extend the term of
this Plan for an additional period of up to five years for the grant of
Awards other than Incentive Stock Options.  No termination of this Plan
shall  materially  alter or impair any of the rights or  obligations of
any person,  without his consent,  under any Award  previously  granted
under this Plan,  except that  subsequent to  termination of this Plan,
the Board may make amendments or modifications  permitted under Section
13.

Section 21. Effective Date. This Plan shall be effective, and Awards
may be granted under this Plan, on or after the Effective Date; provided,
however, if this Plan is not approved by at least a majority of the votes cast
by the stockholders of CompX at a meeting of stockholders at which a quorum is
present within one year after the Effective Date then, in such event, this Plan
and all Awards granted pursuant to this Plan shall be null and void.

ADOPTED BY THE BOARD:                                     December 16, 1997
APPROVED BY THE STOCKHOLDERS:                             December 16, 1997
EFFECTIVE DATE:                                           February 13, 1998

EXECUTED to  evidence  this CompX  International  Inc.  1997  Long-Term
Incentive Plan adopted by the Board and CompX's sole stockholder on December 16,
1997 to be effective  as of CompX's  initial  public  offering of Class A Common
Shares but made  effective as of February 13, 1998 by  resolutions  of the Board
and CompX's sole stockholder as of February 13, 1998.

COMPX INTERNATIONAL INC.

By:   /s/ Steven L. Watson
---------------------------
Steven L. Watson, Secretary

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

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Proxy - CompX International Inc.
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMPX  INTERNATIONAL INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 2002

The undersigned  hereby  appoints Brent A.  Hagenbuch,  Stuart M. Bitting and A.
Andrew  R.  Louis,  and  each  of  them,  proxy  and  attorney-in-fact  for  the
undersigned,  with  full  power  of  substitution,  to  vote  on  behalf  of the
undersigned at the 2002 Annual Meeting of Stockholders  (the "Meeting") of CompX
International  Inc.,  a Delaware  corporation  ("CompX"),  to be held at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas  on  Tuesday,  May 14,  2002,  at  10:00  a.m.  (local  time),  and at any
adjournment or  postponement  of said Meeting,  all of the shares of class A and
class B common stock,  par value $0.01 per share,  of CompX standing in the name
of the  undersigned  or that  the  undersigned  may be  entitled  to vote on the
proposals set forth, and in the manner directed, on this proxy.

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

This proxy, if properly  executed,  will be voted in the manner directed on this
proxy.  If no direction is made, this proxy will be voted "FOR" all nominees for
election as directors  named in proposal 1, "FOR"  proposal 2 and, to the extent
allowed by the federal  securities  laws, in the discretion of the proxies as to
all other matters that may properly come before the Meeting and any  adjournment
or postponement thereof.

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

CompX International Inc.

Use a BLACK pen.  Print in CAPITAL letters inside the grey areas as shown in
this example

[A] [B] [C]  [1] [2] [3]  [X]

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

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Annual Meeting Proxy Card
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A.       Election of Directors

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

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

B.       Issues

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

2.       Approval of the CompX International Inc. 1997 Long-Term Incentive Plan

[ ] FOR                [ ] AGAINST                  [ ] ABSTAIN

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

[ ] FOR                [ ] AGAINST                  [ ] ABSTAIN

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

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

Signature 1              Signature 2                     Date (dd/mm/yyyy)

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