COMPX INTERNATIONAL INC — Major Shareholding Notification 2000

Feb 7, 2000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) CompX International Inc. _________ (Name of Issuer) Common _________ (Title of Class of Securities) 20563P101 _________ (CUSIP Number) December 31, 1999 _________ (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 5 Pages CUSIP No. 20563P101 13G _________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund 04-3420558 _________ 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) _ (B) x_ _________ 3. SEC USE ONLY _________ 4. CITIZENSHIP OF PLACE OF ORGANIZATION Commonwealth of Massachusetts _________ 5. SOLE VOTING POWER: 446,300 NUMBER OF SHARES _______ BENEFICIALLY 6. SHARED VOTING POWER: not applicable OWNED BY EACH ______ REPORTING 7. SOLE DISPOSITIVE POWER: 446,300 PERSON WITH _______ 8. SHARED DISPOSITIVE POWER: not applicable _________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,300 _________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not applicable _________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% _________ 12. TYPE OF REPORTING PERSON * OO (Mutual Fund) _________ SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 Pages ITEM 1(a). Name of Issuer: CompX International Inc. ITEM 1(b). Address of Issuer's Principal Executive Offices: 16825 Northchase Drive Suite 1200 Houston, Texas 77060 ITEM 2(a). Name of Person Filing: This statement is filed on behalf of the MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund by Massachusetts Mutual Life Insurance Company as Investment Manager of the "Fund." ITEM 2(b). Address of Principal Business Office: MASSMUTUAL INSTITUTIONAL FUNDS 1295 State Street Springfield, Massachusetts 01111 ITEM 2(c). Citizenship MASSMUTUAL INSTITUTIONAL FUNDS is organized under the laws of the Commonwealth of Massachusetts ITEM 2(d). Title of Class of Securities: Class A Common Stock ITEM 2(e). CUSIP NUMBER:20563P101 ITEM 3. This statement is filed pursuant to Rule 13d-1(b) by MassMutual Life Insurance Company an insurance company as defined in Section 3(a)(19), as investment advisor to the MassMutual Institutional Funds, an open-end mutual fund. ITEM 4. Ownership: This statement if filed to report information as of December 31, 1999. (a) Amount Beneficially Owned: MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund owns 446,300 shares of Class A Common Stock Total shares of common stock owned directly and indirectly: 446,300 Page 3 of 5 Pages The filing of this statement shall not be construed as an admission that the MassMutual Institutional Funds are for the purposes of sections 13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial owners of any common stock of the issuer. (b) Percent of Class: Percentage of ownership is calculated as follows: 446,300(shares held) / 6,147,000 (shares outstanding) = 7.2% (c) Powers: MassMutual Institutional Funds - MassMutual Small Cap Value Equity Fund has the sole power to vote or dispose of 446,300 shares of common stock. ITEM 5. Ownership of Five Percent or Less of a Class: Not applicable ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable ITEM 8. Identification and Classification of Members of the Group: Not applicable ITEM 9. Notice of Dissolution of the Group: Not applicable Page 4 of 5 Pages ITEM 10. Certification: By signing below, MASSMUTUAL INSTITUTIONAL FUNDS - MassMutual Small Cap Value Equity Fund certifies to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of our knowledge and belief, MassMutual Institution Funds - MassMutual Small Cap Value Equity Fund certifies that the information set forth in this statement is true, complete and correct. February 7, 2000 ___ Date MASSMUTUAL INSTITUTIONAL FUNDS MassMutual Small Cap Value Equity Fund By: /signature/ ____ J. Spencer Williams Chief Financial Officer Page 5 of 5 Pages