SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

CompX International Inc.
(Name of Issuer)

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

20563P 10 1
(CUSIP Number)

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

March 27, 2006
(Date of Event which requires Filing
of this Statement)

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

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

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

(Continued on following pages)

CUSIP No.  20563P 10 1

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

CompX Group, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

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

10     SHARED DISPOSITIVE POWER

2,586,820

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,586,820

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

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

49.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

NL Industries, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     2,846,824
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

2,846,824

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,846,824

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

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

54.4%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

TIMET Finance Management Company

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Titanium Metals Corporation

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Tremont LLC

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,070,420
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,070,420

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,070,420

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

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

58.7%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No.  20563P 10 1

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

Valhi, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Valhi Holding Company

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Valhi Group, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

National City Lines, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

NOA, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Dixie Holding Company

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Dixie Rice Agricultural Corporation, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Southwest Louisiana Land Company, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Louisiana

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Contran Corporation

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

The Combined Master Retirement Trust

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EP

CUSIP No.  20563P 10 1

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

Harold Simmons Foundation, Inc.

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

7      SOLE VOTING POWER

-0-
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,330,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                             -0-

10     SHARED DISPOSITIVE POWER

3,330,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,330,424

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

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

63.6%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No.  20563P 10 1

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

Harold C. Simmons

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

(a)  [   ]

(b)  [   ]

3       SEC USE ONLY

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

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

6       CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7      SOLE VOTING POWER

56,900
NUMBER OF
SHARES               8      SHARED VOTING POWER
BENEFICIALLY
OWNED BY                                     3,350,424
EACH
REPORTING              9      SOLE DISPOSITIVE POWER
PERSON
WITH                                          56,900

10     SHARED DISPOSITIVE POWER

3,350,424

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

56,900

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

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

1.1%

14       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

AMENDMENT NO. 15
TO SCHEDULE 13D

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

Item 2.  Identity and Background.

Item 2(a) is amended and restated as follows.

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

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

(ii) NL Industries,  Inc. ("NL") and TIMET Finance  Management Company
("TFMC") by virtue of their direct  ownership of CGI and as direct  holders
of Class A Shares;

(iii) Titanium Metals Corporation  ("TIMET") by virtue of its indirect
ownership of CGI and direct ownership of TFMC;

(iv) Tremont LLC  ("Tremont")  by virtue of its indirect  ownership of
CGI and TFMC;

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

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

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

CGI,  TFMC,  NL,  Harold C.  Simmons  and his spouse are direct  holders of
49.4%, 9.2%, 5.0%, 1.1% and 0.4%, respectively,  of the 5,234,280 Class A Shares
outstanding as of April 7, 2006 according to  information  the Company  provided
(the "Outstanding Class A Shares").

CGI also directly holds 100%, or 10,000,000  shares, of the Company's class
B common stock, par value $0.01 per share (the "Class B Shares" and collectively
with the Class A Shares shall be referred to as the "Shares").  The  description
of the relative rights of the Shares as described in this Statement is qualified
in  its  entirety  by  the  terms  of  the  Company's  restated  certificate  of
incorporation  that is filed as Exhibit 3.1 to Amendment  No. 1 to the Company's
Registration  Statement  on Form S-1  filed  with the  Securities  and  Exchange
Commission  on  February 4, 1998 (Reg.  No.  333-42643),  which is  incorporated
herein by reference. As a result of its ownership of 49.4% of the Class A Shares
and 100% of the Class B Shares,  CGI directly holds  approximately  82.6% of the
combined  voting power (97.5% of the voting power for the election of directors)
of all classes of voting stock of the Company.  CGI may be deemed to control the
Company.

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

TIMET is the  direct  holder  of 100% of the  outstanding  shares of common
stock of TFMC and may be deemed to control  TFMC.  Tremont,  Harold C.  Simmons'
spouse,  the CMRT,  Valhi and  Harold  C.  Simmons  are the  direct  holders  of
approximately  33.4%,  12.6%,  10.2%, 3.8% and 2.6% of the outstanding shares of
TIMET common stock. Tremont may be deemed to control TIMET. The ownership of Mr.
Simmons'  spouse includes  10,666,666  shares of TIMET common stock that she has
the right to  acquire  upon  conversion  of  1,600,000  shares of TIMET's 6 3/4%
Series A Convertible  Preferred  Stock, par value $0.01 per share (the "Series A
Preferred  Stock"),  that she directly  owns.  The  ownership of Valhi  includes
98,000  shares of TIMET  common  stock that Valhi has the right to acquire  upon
conversion  of 14,700  shares of Series A  Preferred  Stock that Valhi  directly
holds.  The  percentage  ownership  of TIMET  common  stock  held by each of Ms.
Simmons  and Valhi  assumes the full  conversion  of only the shares of Series A
Preferred  Stock she or Valhi owns,  respectively.  All share  amounts for TIMET
common stock in this amendment no. 15 to this Statement  reflect the two-for-one
split of the  shares  of common  stock  that  TIMET  paid in the form of a stock
dividend on the close of  business on February  16, 2006 to holders of record as
of the close of business on February 6, 2006.

Valhi is the sole member of Tremont  and may be deemed to control  Tremont.
VHC, the Foundation,  the Contran Deferred  Compensation  Trust No. 2 (the "CDCT
No.  2") and the CMRT are the  direct  holders  of 91.6%,  0.9%,  0.4% and 0.1%,
respectively,  of the common stock of Valhi. VHC may be deemed to control Valhi.
VGI,  National,  and  Contran are the direct  holders of 87.4%,  10.3% and 2.3%,
respectively,  of the outstanding common stock of VHC. Together,  VGI, National,
and Contran may be deemed to control VHC.  National,  NOA and Dixie  Holding are
the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding  shares of common stock of VGI.  Together,  National,  NOA and Dixie
Holding may be deemed to control VGI.  Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding shares of common
stock of National and together  may be deemed to control  National.  Contran and
Southwest are the direct holders of approximately 49.9% and 50.1%, respectively,
of the  outstanding  shares of common stock of NOA and together may be deemed to
control NOA. Dixie Rice is the direct holder of 100% of the  outstanding  shares
of common  stock of Dixie  Holding and may be deemed to control  Dixie  Holding.
Contran is the holder of 100% of the outstanding shares of common stock of Dixie
Rice  and may be  deemed  to  control  Dixie  Rice.  Contran  is the  holder  of
approximately  88.9% of the outstanding  shares of common stock of Southwest and
may be deemed to control Southwest.

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

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

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

The CMRT directly holds  approximately  10.2% of the outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Contran  sponsors the CMRT,  which permits the  collective  investment by master
trusts that  maintain the assets of certain  employee  benefit plans Contran and
related companies adopt. Harold C. Simmons is the sole trustee of the CMRT and a
member of the trust  investment  committee for the CMRT.  Mr.  Simmons is also a
participant in one or more of the employee benefit plans that invest through the
CMRT.

NL and a  subsidiary  of NL directly  own  3,522,967  shares and  1,186,200
shares,  respectively,  of Valhi common stock.  Pursuant to Delaware law,  Valhi
treats the shares of Valhi common stock that NL and the  subsidiary of NL own as
treasury  stock for voting  purposes and for the purposes of this Statement such
shares are not deemed outstanding.

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

By virtue of the  holding  of the  offices,  the  stock  ownership  and his
service as trustee,  all as described  above,  (a) Mr.  Simmons may be deemed to
control the  entities  described  above and (b) Mr.  Simmons and certain of such
entities may be deemed to possess  indirect  beneficial  ownership of the Shares
that are directly held by CGI, TFMC and NL. However,  Mr. Simmons disclaims such
beneficial  ownership of the Shares beneficially owned,  directly or indirectly,
by any of such entities.

Harold C.  Simmons'  spouse is the direct  owner of 20,000  Class A Shares,
228,000  shares  of TIMET  common  stock,  1,600,000  shares  of TIMET  Series A
Preferred  Stock,  119,475  shares of NL common stock and 43,400 shares of Valhi
common stock. Mr. Simmons may be deemed to share indirect  beneficial  ownership
of such securities. He disclaims beneficial ownership of all securities that his
spouse holds directly.

Harold C. Simmons is the direct  owner of 56,900 Class A Shares,  1,933,700
shares of TIMET common stock, 257,000 shares of NL common stock (including stock
options exerciseable for 4,000 shares) and 3,383 shares of Valhi common stock.

A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries of which are the  grandchildren of his spouse is the direct holder
of  36,500  shares of Valhi  common  stock.  Mr.  Simmons  disclaims  beneficial
ownership of these shares.

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

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

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

Item 3 is amended as follows.

The  total  amount  of  funds NL used to  acquire  the  Class A  Shares  NL
purchased as reported in Item 5(c) was $346,611.00 (including  commissions).  NL
obtained such funds from its cash on hand.

Item 4.  Purpose of Transaction.

Item 4 is amended as follows.

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

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

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

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

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

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended as follows.

(a) CGI,  TFMC,  NL,  Harold  C.  Simmons  and his  spouse  are the  direct
beneficial owners of 2,586,820,  483,600,  260,004,  56,900,  and 20,000 Class A
Shares, respectively. CGI also directly holds 10,000,000 Class B Shares.

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

(1) CGI may be  deemed  to be the  beneficial  owner of the  2,586,820
Class A Shares  (approximately 49.4% of the Outstanding Class A Shares) and
10,000,000  Class B  Shares  (approximately  82.6% of the  combined  voting
power, and 97.5% of the voting power for the election of directors,  of all
classes of voting stock of the Company) that CGI holds directly;

(2) NL may be deemed to be the beneficial owner of the 2,846,824 Class
A  Shares  (approximately  54.4% of the  Outstanding  Class A  Shares)  and
10,000,000  Class B  Shares  (approximately  84.3% of the  combined  voting
power, and 97.7% of the voting power for the election of directors,  of all
classes of voting stock of the Company) that CGI and NL hold directly;

(3) TFMC,  TIMET and Tremont  may each be deemed to be the  beneficial
owner  of  the  3,070,420  Class  A  Shares  (approximately  58.7%  of  the
Outstanding  Class A Shares) and 10,000,000  Class B Shares  (approximately
85.8% of the combined  voting power,  and 97.9% of the voting power for the
election of directors,  of all classes of voting stock of the Company) that
CGI and TFMC hold directly; and

(4) Valhi,  VHC,  VGI,  National,  NOA,  Dixie  Holding,  Dixie  Rice,
Southwest,  Contran,  the CMRT and the  Foundation may each be deemed to be
the beneficial owner of the 3,330,424 Class A Shares  (approximately  63.6%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  87.5% of the combined voting power, and 98.2% of the voting
power for the election of directors,  of all classes of voting stock of the
Company) that CGI, TFMC and NL hold directly; and

(5) Harold C. Simmons may be deemed to be the beneficial  owner of the
3,407,324 Class A Shares  (approximately  65.1% of the Outstanding  Class A
Shares) and 10,000,000 Class B Shares  (approximately 88.0% of the combined
voting power,  and 98.3% of the voting power for the election of directors,
of all classes of voting stock of the Company) that CGI,  TFMC,  NL, he and
his spouse hold directly.

Except to the extent of the 56,900 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Shares.

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

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

(1) CGI may be  deemed  to share  the  power to vote  and  direct  the
disposition  of the 2,586,820  Class A Shares  (approximately  49.4% of the
Outstanding  Class A Shares) and 10,000,000  Class B Shares  (approximately
82.6% of the combined  voting power,  and 97.5% of the voting power for the
election of directors,  of all classes of voting stock of the Company) that
CGI holds directly;

(2) NL may be  deemed  to  share  the  power to vote  and  direct  the
disposition  of the 2,846,824  Class A Shares  (approximately  54.4% of the
Outstanding  Class A Shares) and 10,000,000  Class B Shares  (approximately
84.3% of the combined  voting power,  and 97.7% of the voting power for the
election of directors,  of all classes of voting stock of the Company) that
CGI and NL hold directly;

(3) TFMC,  TIMET and  Tremont may each be deemed to share the power to
vote  and  direct  the   disposition  of  the  3,070,420   Class  A  Shares
(approximately  58.7% of the  Outstanding  Class A Shares)  and  10,000,000
Class B Shares (approximately 85.8% of the combined voting power, and 97.9%
of the voting power for the election of directors, of all classes of voting
stock of the Company) that CGI and TFMC hold directly;

(4) Valhi,  VHC,  VGI,  National,  NOA,  Dixie  Holding,  Dixie  Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to share
the power to vote and  direct  the  disposition  of the  3,330,424  Class A
Shares  (approximately  63.6%  of  the  Outstanding  Class  A  Shares)  and
10,000,000  Class B  Shares  (approximately  87.5% of the  combined  voting
power, and 98.2% of the voting power for the election of directors,  of all
classes  of  voting  stock  of the  Company)  that  CGI,  TFMC  and NL hold
directly;

(5)  Harold  C.  Simmons  may be deemed to share the power to vote and
direct the disposition of the 3,350,424 Class A Shares (approximately 64.0%
of  the  Outstanding   Class  A  Shares)  and  10,000,000  Class  B  Shares
(approximately  87.6% of the combined voting power, and 98.2% of the voting
power for the election of directors,  of all classes of voting stock of the
Company) that CGI, TFMC, NL and his spouse hold directly; and

(6) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 56,900 Class A Shares  (approximately 1.1% of
the Outstanding Class A Shares) that he directly holds.

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

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

03/22/06                            1,300                          $14.70
03/22/06                              200                          $14.40
03/22/06                              500                          $14.54
03/22/06                              500                          $14.53
03/22/06                              100                          $14.58
03/22/06                              100                          $14.59
03/22/06                              800                          $14.79
03/22/06                            2,200                          $14.75
03/22/06                              500                          $14.83
03/22/06                              100                          $14.84
03/23/06                              100                          $14.69
03/23/06                            3,100                          $14.70
03/24/06                              300                          $14.95
03/24/06                            2,000                          $15.00
03/27/06                            1,100                          $15.00
03/29/06                              300                          $15.19
03/29/06                              200                          $15.25
03/29/06                              200                          $15.40
03/29/06                              200                          $15.41
03/29/06                            9,100                          $15.50

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

Signature

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

Date:  April 7, 2006

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

Signature

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

Date:  April 7, 2006

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

Signature

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

Date:  April 7, 2006

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

SCHEDULE A

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

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

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

GREGORY M. SWALWELL, as vice president of each of:

COMPX GROUP, INC.
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY

Schedule B

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

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

Eugene K. Anderson                      Vice   president   of   Contran,   Dixie
Holding,  Dixie  Rice,  National,   NOA,
Southwest,  Tremont  LLC, a wholly owned
limited   liability   company  of  Valhi
("Tremont"),  Valhi,  VGI and  VHC;  and
treasurer of the Foundation.

Thomas E. Barry (1)                     Vice president for executive  affairs at
Southern   Methodist    University   and
professor  of  marketing in the Edwin L.
Cox  School  of   Business  at  Southern
Methodist University;  and a director of
Valhi.

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

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

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

Lisa Simmons Epstein                    Director    and    president    of   the
Foundation.

Robert D. Graham                        Vice   president   of   Contran,   Dixie
Holding,  Dixie  Rice,  the  Foundation,
National,   NOA,   Southwest,   Tremont,
Valhi,  VGI  and  VHC;   executive  vice
president of TIMET;  and vice president,
general  counsel and  secretary  of CGI,
Kronos Worldwide and NL.

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

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

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

Bruce P. Inglis (6)                     Vice   president-finance  and  corporate
controller  of TIMET;  and a director of
CGI.

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

Keith A. Johnson                        Controller of the Foundation.

Christian Leonhard (7)                  President and chief operating officer of
TIMET.

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

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

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

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

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

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

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

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

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

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

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

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

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

Thomas P. Stafford (13)                 Director  of NL and TIMET;  chairman  of
the NASA Advisory  Council Task Force on
the International Space Station Program.

John A. St. Wrba                        Vice president and treasurer of Contran,
CGI, the Company,  Dixie Holding,  Dixie
Rice,  Kronos Worldwide,  National,  NL,
NOA, Southwest,  TIMET, Tremont,  Valhi,
VGI and VHC.

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

J. Walter Tucker, Jr. (14)              President,  treasurer  and a director of
Tucker  &  Branham,   Inc.,  a  mortgage
banking,   insurance   and  real  estate
company;  a  director  of  Valhi;  and a
member of the trust investment committee
of the CMRT.

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

Terry N. Worrell (15)                   Director of NL; a private  investor with
Worrell  Investments,  Inc., real estate
investment company.

Paul J. Zucconi (16)                    A private  investor  and a  director  of
TIMET.

----------

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

(2)  The principal business address for Ms. Dobrzynski and Mr. Jacobs is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington, Delaware 19801.

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

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

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

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

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

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

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

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

(11) The principal business address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.

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

(13) The  principal  business  address  for Gen.  Stafford  (ret.)  is  Stafford
Technology Inc., Suite 102, 4200 Perimeter Center,  Oklahoma City, Oklahoma
73112.

(14) The principal  business address for Mr. Tucker is 1350 North Orange Avenue,
Suite 102, Winter Park, Florida 32789.

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

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

SCHEDULE C

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

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

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

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

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

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

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

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

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

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

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

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

Bruce P. Inglis                                                 -0-                     -0-                  -0-

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

Keith A. Johnson                                                -0-                   4,000                4,000

Christian Leonhard                                              -0-                     -0-                  -0-

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

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

Kelly D. Luttmer                                                200                   4,000                4,200

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

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

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

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

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

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

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

Glenn R. Simmons (2)                                         15,500                  55,600               71,100

Harold C. Simmons (3)                                        76,900                     -0-               76,900

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

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

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

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

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

Steven L. Watson                                              6,000                  15,600               21,600

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

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

----------

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

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

(3)  Includes  20,000  Class A Shares held  directly by Mr.  Harold C.  Simmons'
spouse. Does not include other Shares of which Mr. Simmons may be deemed to
possess indirect  beneficial  ownership as described in Items 2 and 5(a) of
this  Statement.  Except  for the  56,900  Class  A  Shares  that he  holds
directly, Mr. Simmons disclaims beneficial ownership of all Shares.