Exhibit 99.5

               NL INDUSTRIES, INC. UNAUDITED PRO FORMA CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS


     The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30,
2004  gives  effect to the  following  transaction  as if such  transaction  had
occurred  on June 30,  2004.  The  Unaudited  Pro Forma  Condensed  Consolidated
Statements  of Income for the year ended  December  31,  2003 and the six months
ended June 30, 2004 gives effect to such transaction as if it had occurred as of
January 1, 2003:

o    NL's  acquisition  of an aggregate of 10,374,000  shares of common stock of
     CompX  International Inc. from Valhi, Inc. and Valcor, Inc. (a wholly-owned
     subsidiary  of Valhi)  for a  purchase  price of $16.25  per  share,  or an
     aggregate of  approximately  $168.6  million,  using as  consideration  the
     transfer  to Valhi and Valcor of a portion of NL's $200  million  long-term
     note receivable from Kronos  Worldwide,  Inc. equal to the aggregate $168.6
     million purchase price.

You should read this information in conjunction with:

o    The  accompanying  Notes  to Pro  Forma  Condensed  Consolidated  Financial
     Statements;
o    The audited consolidated  financial statements of NL as of and for the year
     ended December 31, 2003 included in NL's Annual Report on Form 10-K for the
     year ended  December  31,  2003,  filed with the  Securities  and  Exchange
     Commission ("SEC"), and the unaudited  consolidated  financial statement of
     NL as of and for the six  months  ended  June  30,  2004  included  in NL's
     Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed
     with the SEC; and
o    The audited  consolidated  financial  statements of CompX as of and for the
     year ended December 31, 2003 included in CompX's Annual Report on Form 10-K
     for the year ended  December 31, 2003 filed with the SEC, and the unaudited
     consolidated  financial  statement  of CompX  as of and for the six  months
     ended June 30, 2004 included in CompX's  Quarterly  Report on Form 10-Q for
     the quarter ended June 30, 2004, as filed with the SEC.

     The Unaudited Pro Forma  Condensed  Consolidated  Financial  Statements are
presented  to  aid  you in  your  analysis  of the  financial  aspects  of  NL's
acquisition  of the  shares  of CompX  common  stock.  The  Unaudited  Pro Forma
Condensed  Consolidated  Financial  Statements  have been  derived from NL's and
CompX's historical consolidated financial statements. The pro forma adjustments,
as described in the notes that follow, are based upon available  information and
upon  certain  assumptions  that NL  believes  to be  reasonable  and  factually
supportable. The Unaudited Pro Forma Condensed Consolidated Financial Statements
are not  necessarily  indicative of what NL's  financial  position or results of
operations  actually  would have been had NL completed  the  acquisition  at the
dates  indicated.  In addition,  the Unaudited Pro Forma Condensed  Consolidated
Financial Statements do not purport to project NL's future financial position or
results of operations following completion of such acquisition.


                                      F-1
<PAGE>



                      NL Industries, Inc. and Subsidiaries
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                  June 30, 2004
                                  (In millions)


<TABLE>
<CAPTION>
                                                           NL            CompX          Pro forma          NL
                                                        Historical     Historical     adjustments       pro forma
                                                        ----------     ----------     -----------       ---------

                       ASSETS

Current assets:
<S>                                                    <C>             <C>              <C>            <C>
  Cash and cash equivalents                            $  115.8        $ 11.6           $  -           $  127.4
  Restricted cash equivalents
   and debt securities                                     20.1           -                -               20.1
  Receivables                                             204.4          28.7              -              233.1
  Inventories                                             209.8          24.8              -              234.6
  Prepaid expenses                                          4.4           1.1              -                5.5
  Deferred income taxes                                    11.0           2.0              -               13.0
                                                       --------        ------           ------         --------

    Total current assets                                  565.5          68.2              -              633.7

Marketable securities                                      53.6           -                -               53.6
Restricted debt securities                                  9.4           -                -                9.4
Receivable from affiliate                                  12.0           -                -               12.0
Property and equipment, net                               413.9          74.9              -              488.8
Investment in Ti02 joint venture                          120.7           -                -              120.7
Goodwill                                                    6.4          43.0              3.0             52.4
Other intangible assets                                     1.7           1.8              -                3.5
Deferred income taxes                                     179.6            .5              -              180.1
Other assets                                               27.3            .4              -               27.7
                                                       --------        ------           ------         --------

    Total assets                                       $1,390.1        $188.8           $  3.0         $1,581.9
                                                       ========        ======           ======         ========
</TABLE>






                                      F-2

<PAGE>

                      NL Industries, Inc. and Subsidiaries
      Unaudited Pro Forma Condensed Consolidated Balance Sheet (Continued)
                                  June 30, 2004
                                  (In millions)



<TABLE>
<CAPTION>
                                                            NL              CompX          Pro forma           NL
                                                        Historical       Historical      adjustments       pro forma

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
<S>                                                      <C>             <C>               <C>             <C>
  Current long-term debt                                 $     .1        $  -              $  -            $     .1
  Payables and accruals                                     191.6          23.3               -               214.9
  Income taxes payable                                        7.2           1.0               -                 8.2
  Deferred income taxes                                      23.8            .5               -                24.3
                                                         --------        ------            -------         --------

    Total current liabilities                               222.7          24.8               -               247.5
                                                         --------        ------            -------         --------

Noncurrent liabilities:
  Long-term debt                                            346.7           2.1               -               348.8
  Notes payable to affiliate                                 -              -                168.6            168.6
  Accrued pension costs                                      79.1           -                 -                79.1
  Accrued OPEB costs                                         22.0           -                 -                22.0
  Accrued environmental costs                                57.2           -                 -                57.2
  Deferred income taxes                                      55.9           4.2               26.4             86.5
  Other noncurrent liabilities                               19.3           -                  -               19.3
                                                         --------        ------            -------         --------

    Total noncurrent liabilities                            580.2           6.3              195.0            781.5
                                                         --------        ------            -------         --------

Minority interest                                           210.8           -                 49.8            260.6
                                                         --------        ------            -------         --------

Total stockholders' equity                                  376.4         157.7             (241.8)           292.3
                                                         --------        ------            -------         --------

                                                         $1,390.1        $188.8            $   3.0         $1,581.9
                                                         ========        ======            =======         ========
</TABLE>




             See accompanying Notes to Unaudited Pro Forma Condensed
                        Consolidated Financial Statements
                                       F-3

<PAGE>



                      NL Industries, Inc. and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statement of Operations
                          Year ended December 31, 2003
                     (In millions, except per share amounts)

<TABLE>
<CAPTION>
                                                         NL             CompX                                             NL
                                                     Historical      Historical        Pro forma adjustments          pro forma
                                                     ----------      ----------        ---------------------          ---------

<S>                                                  <C>              <C>              <C>           <C>               <C>
Net sales                                            $1,008.2         $207.5           $  -          $  -              $1,215.7
Cost of sales                                           739.2          172.8              -             -                 912.0
                                                     --------         ------           ------        ------            --------

  Gross margin                                          269.0           34.7              -             -                 303.7

Selling, general, and
 administrative expenses                                124.4           27.3              -             -                 151.7
Other expenses, net                                      53.8            4.0              -             -                  57.8
                                                     --------         ------           ------        ------            --------

  Income from operations                                 90.8            3.4              -             -                  94.2

Interest expense                                         33.0            1.3              -            15.2                49.5
Other nonoperating income, net                            6.4             .2              -             -                   6.6
                                                     --------         ------           ------        ------            --------

  Income before income taxes
   and minority interest                                 64.2            2.3              -           (15.2)               51.3

Provision for income taxes (benefit)                     (1.5)           1.0               .1          (6.1)               (6.5)

Minority interest in net earnings                         2.0            -                 .4           -                   2.4
                                                     --------         ------           ------        ------            --------

  Net income                                         $   63.7         $  1.3           $  (.5)       $(9.1)            $   55.4
                                                     ========         ======           ======        =====             ========


Diluted net income per share                         $   1.33                                                          $   1.16
                                                     ========                                                          ========

Common shares used in calculation
 of per share amounts                                    47.8                                                              47.8
                                                     ========                                                          ========
</TABLE>





             See accompanying Notes to Unaudited Pro Forma Condensed
                        Consolidated Financial Statements
                                       F-4


<PAGE>



                      NL Industries, Inc. and Subsidiaries
         Unaudited Pro Forma Condensed Consolidated Statement of Income
                         Six months ended June 30, 2004
                     (In millions, except per share amounts)

<TABLE>
<CAPTION>
                                                      NL             CompX                                                NL
                                                  Historical      Historical         Pro forma adjustments             pro forma
                                                  ----------      ----------         ---------------------             ---------

<S>                                                <C>              <C>              <C>               <C>                <C>
Net sales                                          $ 559.1          $109.8           $  -              $ -                $ 668.9
Cost of sales                                        429.8            86.5              -                -                  516.3
                                                   -------          ------           ------            -----              -------

  Gross margin                                       129.3            23.3              -                -                  152.6

Selling, general and
 administrative expenses                              70.2            15.0              -                -                   85.2
Other income (expense), net                           (3.9)             .4              -                -                   (3.5)
                                                   -------          ------           ------            -----              -------

  Income from operations                              55.2             8.7              -                -                   63.9

Interest expense                                      17.8              .3              -               7.6                  25.7
Other nonoperating income, net                         1.9              .1              -                -                    2.0
                                                   -------          ------           ------            -----              -------

  Income before income taxes and
   minority interest                                  39.3             8.5              -               (7.6)                40.2

Provision for income taxes (benefit)                (281.6)            3.7               .2             (3.0)              (280.7)

Minority interest in net earnings                    137.8             -                1.5              -                  139.3
                                                   -------          ------           ------            -----              -------

  Net income                                       $ 183.1          $  4.8           $ (1.7)           $(4.6)             $ 181.6
                                                   =======          ======           ======            =====              =======


Diluted net income per share                       $  3.79                                                                $  3.75
                                                   =======                                                                =======

Common shares used in calculation of
 per share amounts                                    48.4                                                                   48.4
                                                   =======                                                                =======
</TABLE>




             See accompanying Notes to Unaudited Pro Forma Condensed
                        Consolidated Financial Statements
                                       F-5


<PAGE>

                      NL INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


Note 1 - Basis of presentation:

     On September 24, 2004, NL Industries,  Inc. completed the acquisition of an
aggregate of 10,374,000 shares of the common stock of CompX  International  Inc.
from Valhi,  Inc. and Valcor,  Inc. (a wholly-owned  subsidiary of Valhi).  Such
shares of CompX common stock represent  approximately 68% of the total number of
shares of CompX  common  stock  outstanding.  Valhi  owns,  directly  or through
another wholly-owned  subsidiary of Valhi,  approximately 84% of the outstanding
common shares of NL. Contran Corporation owns, directly or through subsidiaries,
approximately  90% of the outstanding  common stock of Valhi. The purchase price
for such NL shares was $16.25 per share, or an aggregate of approximately $168.6
million.  The  consideration  for such CompX shares  acquired by NL consisted of
NL's  transfer to Valhi and Valcor of a portion of NL's $200  million  long-term
note  receivable  from Kronos  Worldwide,  Inc.  equal to the  aggregate  $168.6
million purchase price.

     Valhi,  Valcor,  NL and CompX are all entities  under the common control of
Contran.  Accordingly,  under accounting  principles  generally  accepted in the
United  States of America,  NL's  acquisition  of the CompX shares  results in a
change in reporting  entity for NL, and NL will account for the  acquisition  of
the shares of CompX common stock in a manner similar to a  pooling-of-interests.
NL will  record  the  CompX  shares  acquired  from  Valhi  and  Valcor at their
carry-over  basis,  including any  incremental  deferred  income taxes Valhi and
Valcor have recognized with respect to their  investment in CompX. Any excess of
the aggregate  $168.6  million  principal  amount of NL's note  receivable  from
Kronos  transferred  to Valhi and Valcor over the net carrying  value of Valhi's
and  Valcor's  investment  in  CompX is  accounted  for as a  reduction  of NL's
consolidated  stockholders'  equity. NL will consolidate the financial position,
result of  operations  and cash flows of CompX as of the beginning of the period
in which the  acquisition is completed,  and NL will  retroactively  restate all
prior periods for comparability to also reflect the consolidation of CompX.

     The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30,
2004 gives effect to NL's  acquisition  of the shares of CompX common stock from
Valhi and Valcor as if such  acquisition  had  occurred  on June 30,  2004.  The
Unaudited  Pro Forma  Condensed  Consolidated  Statements of Income for the year
ended  December  31, 2003 and the six months ended June 30, 2004 gives effect to
such  transaction  as it had  occurred  as of  January  1,  2003.  The pro forma
adjustments are explained in more detail below.







                                      F-6
<PAGE>


Note 2 - Pro forma adjustments - Unaudited Condensed Consolidated Balance Sheet:

     Valhi's and  Valcor's  aggregate  net  investment  in CompX,  the  minority
interest  in CompX's  net assets and the excess of NL's  purchase  price for the
shares of CompX common stock acquired over the net carrying value of Valhi's and
Valcor's net investment in CompX, in each case as of June 30, 2004, is presented
in the table below.

<TABLE>
<CAPTION>
                                                                                               Amount
                                                                                           (In millions)
                                                                                           -------------

Valhi's and Valcor's net investment in CompX
<S>                                                                                           <C>
  CompX historical net assets                                                                 $157.7
                                                                                              ======

  Valhi/Valcor pro-rata share of CompX's historical
   net assets                                                                                 $107.9

  Valhi/Valcor purchase accounting adjustments -                                                 3.0
                                                                                              ------
   goodwill
                                                                                               110.9

  Less Valhi/Valcor incremental deferred income taxes
   related to their investment in CompX                                                         26.4
                                                                                              ------

    Net investment in CompX                                                                   $ 84.5
                                                                                              ======


Minority interest in CompX's net assets
  CompX historical net assets                                                                 $157.7

  Less Valhi/Valcor pro-rata share of CompX's
   historical net assets                                                                       107.9
                                                                                              ------

    Minority interest in CompX's net assets                                                   $ 49.8
                                                                                              ======

Excess of NL's purchase price for the CompX shares
 acquired over the net carrying value of Valhi's and
 Valcor's net investment in CompX
  Consideration paid aggregate principal amount of note receivable from Kronos
   transferred to Valhi
   and Valcor                                                                                 $168.6

  Valhi's and Valcor's net investment of CompX                                                  84.5
                                                                                              ------

    Excess charged to NL's stockholders' equity                                               $ 84.1
                                                                                              ======
</TABLE>

     As noted  above,  NL will record the CompX shares  acquired  from Valhi and
Valcor at their  carry-over  basis,  including any  incremental  deferred income
taxes Valhi and Valcor  have  recognized  with  respect to their  investment  in
CompX.  The pro forma  adjustment  related to goodwill  recognizes  the goodwill

                                      F-8


attributable to Valhi's and Valcor's  aggregate net investment in CompX. The pro
forma  adjustment  related to noncurrent  deferred  income taxes  recognizes the
incremental  deferred  incomes  related to Valhi's and  Valcor's  investment  in
CompX.  The pro forma  adjustment  related to minority  interest  recognizes the
minority  interest  in  CompX's  net  assets  that  are  attributable  to  CompX
shareholders other than Valhi and Valcor.

     As noted  above,  the  consideration  for the CompX  shares  acquired by NL
consisted of NL's transfer to Valhi and Valcor of a portion of NL's $200 million
long-term  note  receivable  from Kronos equal to the aggregate  $168.6  million
purchase price. At June 30, 2004, NL consolidated  Kronos'  financial  position,
and  accordingly  NL's $200 million note receivable from Kronos and Kronos' $200
million  note  payable  to NL are both  eliminated  in the  preparation  of NL's
historical  consolidated  balance sheet at such date.  The pro forma  adjustment
related to noncurrent  notes payable to  affiliates  represents  that portion of
Kronos'  $200  million  long-term  note  payable  to NL that  would no longer be
eliminated in the preparation of NL's consolidated  balance sheet because $168.6
million of such note payable  would now be payable to Valhi and Valcor.  Also as
noted above, any excess of the aggregate $168.6 million principal amount of NL's
note  receivable  from  Kronos  transferred  to Valhi  and  Valcor  over the net
carrying value of Valhi's and Valcor's investment in CompX is accounted for as a
reduction of NL's consolidated stockholders' equity. NL's pro forma consolidated
stockholders'  equity at June 30, 2004 is comprised of (i) $376.4  million (NL's
historical  consolidated  stockholders' equity at such date) less (ii) the $84.1
million excess of the aggregate  principal  amount of NL's note  receivable from
Kronos  transferred  to Valhi and Valcor over the net carrying  value of Valhi's
and Valcor's investment in CompX at such date.

Note 3- Pro forma adjustments - Unaudited  Condensed  Consolidated  Statement of
Operations:

     The aggregate amount of CompX's net income that accrued to Valhi and Valcor
for financial  reporting  purposes for the year ended  December 31, 2003 and the
six months  ended June 30,  2004,  net of related  incremental  deferred  income
taxes, and the minority  interest in CompX's net earnings for such periods,  are
presented in the table below.

<TABLE>
<CAPTION>
                                                                             Year ended           Six months
                                                                            December 31,            ended
                                                                                2003            June 30, 2004
                                                                            ------------        -------------
                                                                                      (In millions)

<S>                                                                             <C>                 <C>
CompX historical net income                                                     $1.3                $4.8
                                                                                ====                ====

Valhi/Valcor pro-rata share of CompX's
 historical net income                                                          $ .9                $3.3

Valhi/Valcor incremental deferred income
 taxes related to their equity in CompX's
 historical net income                                                            .1                  .2
                                                                                ----                ----

    Net                                                                         $ .8                $3.1
                                                                                ====                ====

CompX historical net income                                                     $1.3                $4.8

Valhi/Valcor pro rata shares of CompX's
 net income                                                                       .9                 3.3
                                                                                ----                ----

    Minority interest in CompX's net earnings                                   $ .4                $1.5
                                                                                ====                ====
</TABLE>

     As noted  above,  NL will record the CompX shares  acquired  from Valhi and
Valcor at their carry-over basis including any incremental deferred income taxes
Valhi and Valcor have recognized with respect to their  investment in CompX. The

                                      F-8
<PAGE>

pro forma  adjustment  related to the provision for income taxes  recognizes the
incremental  deferred  incomes  related to Valhi's and  Valcor's  aggregate  net
equity in CompX's  historical net income.  The pro forma  adjustment  related to
minority interest recognizes the minority interest in CompX's net income that is
attributable to CompX shareholders other than Valhi and Valcor.

     As noted  above,  the  consideration  for the CompX  shares  acquired by NL
consisted  of NL's  transfer  to Valhi  and  Valcor  of a  portion  of NL's $200
million,  9% note receivable  from Kronos equal to the aggregate  $168.6 million
purchase price. During the year ended December 31, 2003 and the six months ended
June 30, 2004, NL consolidated  Kronos'  results of operations,  and accordingly
the interest  income related to NL's $200 million note  receivable  from Kronos,
and the interest  expense  related to Kronos' note payable to NL, have both been
eliminated in the preparation of NL's historical  consolidated income statements
for  such  periods.  The  pro  forma  adjustment  related  to  interest  expense
represents  the  interest  expense  on that  portion  of  Kronos'  $200  million
long-term  note  payable  to NL  that  would  no  longer  be  eliminated  in the
preparation of NL's  consolidated  income statement since $168.6 million of such
note payable would now be payable to Valhi and Valcor.  Kronos  distributed such
$200 million note payable to NL in December 2003. However, for purposes of these
unaudited pro forma condensed consolidated financial statements, we have assumed
such note  payable  was  distributed  to NL on January  1,  2003.  The pro forma
adjustment  to interest  expense for the year ended  December  31, 2003 is $15.2
million  ($168.6  million  at 9% per  annum),  and the pro forma  adjustment  to
interest  expense  for  the six  months  ended  June  30,  2004 is $7.6  million
(one-half of the annual amount).  An income tax benefit has been recognized with
respect to the pro forma  adjustment  to interest  expense  using the  estimated
combined U.S. federal and state effective income tax rate of 40%.


                                      F-9