CERTIFICATE OF INCORPORATION

                                       OF

                                CompX Group, Inc.

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                                   ARTICLE I.
                                      NAME

     The name of the corporation is CompX Group, Inc. (the "Corporation").

                                   ARTICLE II.
                           REGISTERED OFFICE AND AGENT

     The address of the Corporation's registered office in the state of Delaware
is  Corporation  Service  Company,  2711  Centerville  Road,  Suite 400, city of
Wilmington,  county of New  Castle,  state of  Delaware  19808.  The name of the
Corporation's registered agent at such address is Corporation Service Company.

                                  ARTICLE III.
                                     PURPOSE

     The nature of the  business or purposes to be  conducted or promoted by the
Corporation  is to engage in any  lawful  business,  act or  activity  for which
corporations may be organized under the General  Corporation Law of the state of
Delaware.

                                   ARTICLE IV.
                                AUTHORIZED STOCK

     The Corporation  shall have authority to issue thirteen  thousand  (13,000)
shares of common  stock  having a par value of one cent  ($0.01)  per share (the
"Common Stock"). The rights of the holders of common stock are set forth below.

          Section  1.  Voting  Rights.  The  holders  of Common  Stock  shall be
     entitled  to one  vote  per  share  on all  matters  to be  voted on by the
     stockholders of the Corporation.

          Section 2. Dividends. The holders of Common Stock shall be entitled to
     participate in such dividends and other  distributions or proceeds in cash,
     stock or  property of the  Corporation  ratably on a per share basis as the
     board of  directors  may declare out of assets or funds  legally  available
     therefor.

          Section 3. Liquidation.  The holders of Common Stock shall be entitled
     to  participate  ratably on a per share basis in all  distributions  to the
     holders of Common Stock in any  liquidation,  dissolution  or winding up of
     the Corporation.

<PAGE>

          Section 4. Redemption.  The Corporation  shall redeem shares of Common
     Stock on a date (the "Redemption Date") that is on or prior to the 45th day
     (if such  45th  day is a  business  day,  and if not,  the next  successive
     business  day)  after  the date (the  "Redemption  Notice  Date")  that the
     Corporation  and each  other  holder of shares  of  Common  Stock  receives
     written  notice (a  "Redemption  Notice") from a holder of shares of Common
     Stock (the  "Holder")  setting  forth the number of shares the Holder wants
     the Corporation to redeem (the "Redemption  Shares").  After the Redemption
     Notice  Date,  the  Holder  shall  only be  entitled  to  receive  from the
     Corporation on the Redemption  Date the fair market value of the Redemption
     Shares on the Redemption Notice Date (the "Redemption Price").

          In the  Redemption  Notice,  the  Holder  may  elect (a  "CompX  Share
     Election") to receive as part of the Redemption Price such number of shares
     of the class A or class B common stock, par value $0.01 per share, of CompX
     International Inc., a Delaware corporation (separately,  the "CompX Class A
     Common  Stock"  and the "CompX  Class B Common  Stock,"  respectively,  and
     collectively,  the "CompX Common Stock"),  contributed by the Holder or its
     predecessor  holders  or  assigns  that is  equal to the  product  of 1,000
     (equitably adjusted for any applicable stock splits of, stock dividends on,
     or  recapitalizations  of, CompX Common Stock) and the number of Redemption
     Shares.

          After a Redemption  Notice Date but before the  Redemption  Date,  the
     board of directors  shall  determine in good faith and in its best business
     judgment the Redemption  Price.  In determining the Redemption  Price,  the
     board of directors shall value each share of CompX Common Stock held by the
     Corporation  on the  Redemption  Notice  Date (both the Class A and Class B
     Common  Stock) at the volume  weighted  average  sales  price of a share of
     CompX  Class A Common  Stock as  reported  on the New York  Stock  Exchange
     composite  transactions reporting system for the ten trading days ending on
     the  Redemption  Notice Date, if such date is a trading day, and if not, on
     the immediately prior trading day (the "CompX Common Stock Value").

          If the Holder does not make a CompX Share Election,  on the Redemption
     Date the Corporation may pay the Redemption  Price, in whole or in part, in
     cash, shares of CompX Common Stock or other property,  which other property
     the board of directors  shall value in good faith and in its best  business
     judgment.  In determining the fair market value of securities  traded on an
     exchange that are used to pay the Redemption  Price, the board of directors
     shall value each such security on the Redemption  Notice Date at the volume
     weighted average sales price of such security as reported on the applicable
     exchange for the ten trading days ending on the Redemption  Notice Date, if
     such date is a trading day, and if not, on the  immediately  prior  trading
     day.

          If  shares  of CompX  Common  Stock are used to pay all or part of the
     Redemption Price, on the Redemption Date:

               (a) if the CompX  Common Stock Value for such shares is less than
          or equal to the Redemption  Price, the Corporation shall transfer such
          shares to the Holder and such additional cash or property in an amount
          equal  in  value  on the  Redemption  Notice  Date,  as the  board  of
          directors  determines in good faith and in its best business judgment,
          to the excess,  if any, of the Redemption  Price over the CompX Common
          Stock Value for such shares;

<PAGE>

               (b) if the CompX  Common  Stock  Value for such shares is greater
          than the Redemption  Price, the Corporation shall transfer such shares
          to the Holder and the Holder shall pay in cash to the  Corporation  an
          amount  equal to the excess of the CompX  Common  Stock Value for such
          shares over the Redemption Price; and

               (c)  the  Corporation   shall  deliver  to  the  holder  a  stock
          certificate  representing  the shares of CompX Common Stock comprising
          the  Redemption  Price  accompanied  by a stock power duly endorsed in
          blank and the holder shall acquire good and  marketable  title to such
          shares free and clear of any liens, encumbrances,  security interests,
          restrictive   agreements,   claims  or  imperfections  of  any  nature
          whatsoever,  other than restrictions on transfer imposed by applicable
          securities laws.

          On the Redemption  Date, the Holder shall deliver to the Corporation a
     stock certificate representing the Redemption Shares accompanied by a stock
     power duly  endorsed in blank and the  Corporation  shall  acquire good and
     marketable title to such shares free and clear of any liens,  encumbrances,
     security interests,  restrictive agreements, claims or imperfections of any
     nature   whatsoever,   other  than  restrictions  on  transfer  imposed  by
     applicable securities laws.

          After the Redemption  Notice Date, the Redemption  Shares shall not be
     deemed to be outstanding and the Holder will only hold a contractual  right
     from the Corporation to receive the Redemption Price.

          Section 5. Protective Provision.  The Corporation shall not amend this
     Article IV without  obtaining  the  approval  of the  holders of 90% of the
     outstanding shares of Common Stock.

          Section 6. Record Holders.  The Corporation shall be entitled to treat
     the person in whose name any share of its stock is  registered as the owner
     thereof for all purposes and shall not be bound to recognize  any equitable
     or other  claim to, or  interest  in,  such  share on the part of any other
     person, whether or not the Corporation shall have notice thereof, except as
     expressly provided by applicable law.

                                    ARTICLE V.
                                    EXISTENCE

     The Corporation is to have perpetual existence.

                                   ARTICLE VI.
                                     BYLAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of  directors is expressly  authorized  to adopt,  amend or repeal the
bylaws or adopt new bylaws.

<PAGE>

                                  ARTICLE VII.
                            MEETINGS OF STOCKHOLDERS
                              BOOKS OF CORPORATION
                              ELECTION OF DIRECTORS

     Meetings  of  stockholders  may be held  within  or  without  the  state of
Delaware,  as the  bylaws  of the  Corporation  may  provide.  The  books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be  designated  from time to time by the board of directors or in the bylaws
of the Corporation.  Election of directors need not by written ballot unless the
bylaws of the Corporation so provide.

                                  ARTICLE VIII.
                               BOARD OF DIRECTORS

     The  number  of  directors  constituting  the  board  of  directors  of the
Corporation  shall be five.  The  Corporation  shall not  change  the  number of
directors on the board of  directors  from five members  without  obtaining  the
approval of the holders of 90% of the outstanding shares of Common Stock.

     The name and  address of each of the  persons to serve as a director  until
the first annual  meeting of the  stockholders  or until his  successor has been
duly elected and qualified or his earlier resignation, removal or death, is:

<TABLE>
<CAPTION>

      Name                                   Mailing Address
-------------------------               ------------------------------
<S>                                     <C>
Harold C. Simmons                       Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

Glenn R. Simmons                        Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

Steven L. Watson                        Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

William J. Lindquist                    Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

J. Landis Martin                        1999 Broadway, Suite 4300
                                        Denver, Colorado   80202
</TABLE>

<PAGE>

                                   ARTICLE IX.
                                 INDEMNIFICATION

     The Corporation  shall, to the fullest extent  permitted by law,  indemnify
any and all officers and directors of the  Corporation,  and may, to the fullest
extent  permitted  by law or to  such  lesser  extent  as is  determined  in the
discretion  of the board of  directors,  indemnify  all other  persons  from and
against all expenses,  liabilities or other matters and advance  expenses to all
persons whom it shall have the power to indemnify.

                                   ARTICLE X.
                               DIRECTOR LIABILITY

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for such  liability as is  expressly  not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the  stockholders  of the Corporation  shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.

                                   ARTICLE XI.
                          CERTAIN BUSINESS COMBINATIONS

     The Corporation  expressly  elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.

                                  ARTICLE XII.
                   SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS

     Whenever a compromise or  arrangement is proposed  between the  Corporation
and its creditors or any class of them and/or  between the  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  state  of  Delaware  may,  on  the  application  in a  summary  way  of the
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers  appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers  appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders  of the  Corporation,  as the case may be, to be  summoned  in such
manner  as  the  said  court  directs.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders  of the  Corporation,  as the case may be,
agree  to  any  compromise  or  arrangement  and to  any  reorganization  of the
Corporation  as a  consequence  of such  compromise  or  arrangement,  the  said
compromise or arrangement  and said  reorganization  shall, if sanctioned by the
court to which the said  application  has been made, be binding on all creditors
or class of creditors,  and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.

<PAGE>

                                  ARTICLE XIII.
                                    AMENDMENT

     The Corporation shall have the right,  subject to any express provisions or
restrictions  contained in this  certificate of  incorporation  or bylaws of the
Corporation,  from time to time, to amend this  certificate of  incorporation or
any  provision  thereof in any manner now or hereafter  provided by law, and all
rights and powers of any kind  conferred  upon a director or  stockholder of the
Corporation by this certificate of  incorporation  or any amendment  thereof are
conferred subject to such right.

                                  ARTICLE XIV.
                                  INCORPORATOR

     The name and mailing address of the sole incorporator of the Corporation is
A. Andrew R. Louis, Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,
Texas 75240-2697.

     THE UNDERSIGNED,  being the sole  incorporator of the Corporation,  for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
state of  Delaware,  does make this  certificate  to  acknowledge,  declare  and
certify that this certificate of incorporation is his act and deed and the facts
stated in this certificate of incorporation  are true, and accordingly  executes
this certificate of incorporation this 1st day of October, 2004.




                                    /S/ A. Andrew R. Louis
                                    -----------------------
                                    A. Andrew R. Louis, Sole Incorporator