SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended  June 30, 2000              Commission file number 1-13905
-------------                                        -------

COMPX INTERNATIONAL INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware                                             57-0981653      
-------------------------------                          -----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                             Identification No.)

16825 Northchase Drive, Suite 1200, Houston, Texas 77060
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(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (281) 423-3377
--------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

Number  of  shares  of Class A common  stock  outstanding  on  August  4,  2000:
6,182,680.

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

INDEX
Page
number

Part I.      FINANCIAL INFORMATION

Item 1.    Financial Statements.

Consolidated Balance Sheets - December 31, 1999
and June 30, 2000                                        3-4

Consolidated Statements of Income -
Three months and six months ended
June 30, 1999 and 2000                                    5

Consolidated Statements of Comprehensive Income -
Six months ended June 30, 1999 and 2000                   6

Consolidated Statement of Stockholders' Equity -
Six months ended June 30, 2000                            7

Consolidated Statements of Cash Flows -
Six months ended June 30, 1999 and 2000                  8-9

Notes to Consolidated Financial Statements               10-13

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                14-16

Part II.         OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security Holders   17

Item 6.        Exhibits and Reports on Form 8-K.                     17

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                    December 31,    June 30,
1999          2000
----          ----

Current assets:

Cash and cash equivalents ........................      $ 12,169      $ 12,784
Accounts receivable ..............................        29,053        32,603
Income taxes receivable from affiliates ..........            22          --
Refundable income taxes ..........................           462           704
Inventories ......................................        27,659        35,993
Prepaid expenses and other .......................         1,858         1,524
Deferred income taxes ............................         1,258         1,293
--------      --------

Total current assets .........................        72,481        84,901
--------      --------

Other assets:
Goodwill .........................................        41,697        42,843
Other intangible assets ..........................         2,787         2,769
Deferred income taxes ............................         2,499         1,710
Other ............................................           203           656
--------      --------

Total other assets ...........................        47,186        47,978
--------      --------

Property and equipment:
Land .............................................         3,549         3,626
Buildings ........................................        27,898        28,807
Equipment ........................................        70,242        70,353
Construction in progress .........................         6,710        12,709
--------      --------
108,399       115,495
Less accumulated depreciation ....................        25,154        28,620
--------      --------

Net property and equipment ...................        83,245        86,875
--------      --------

$202,912      $219,754
========      ========

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,     June 30,
1999           2000
----           ----

Current liabilities:

Current maturities of long-term debt ...........     $   1,367      $     450
Accounts payable and accrued liabilities .......        25,389         26,388
Income taxes payable to affiliates .............          --               20
Income taxes ...................................            91            569
---------      ---------

Total current liabilities ..................        26,847         27,427
---------      ---------

Noncurrent liabilities:
Long-term debt .................................        20,900         31,101
Deferred income taxes ..........................         3,223          3,144
Accrued pension costs ..........................         1,209          1,326
Other ..........................................         1,274          1,125
---------      ---------

Total noncurrent liabilities ...............        26,606         36,696
---------      ---------

Minority interest ................................           103           --
---------      ---------

Stockholders' equity:
Preferred stock ................................          --             --   
Class A common stock ...........................            61             61
Class B common stock ...........................           100            100
Additional paid-in capital .....................       118,067        118,151
Retained earnings ..............................        37,415         47,003
Accumulated other comprehensive income
- currency translation ........................        (6,287)        (9,684)
---------      ---------

Total stockholders' equity .................       149,356        155,631
---------      ---------

$ 202,912      $ 219,754
=========      =========

Commitments and contingencies (Note 1)

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Three months ended        Six months ended
June 30,                 June 30,
-----------                --------
1999        2000        1999         2000
----        ----        ----         ----  

Net sales ..........................................   $ 54,970    $ 65,136    $ 110,173    $ 131,203
--------    --------    ---------    ---------

Costs and expenses:
Cost of sales .....................................     39,075      46,616       78,146       95,139
Selling, general and administrative ...............      6,166       7,014       12,700       13,832
Other income, net .................................        (30)        (62)        (155)        (289)
Interest expense ..................................        442         538          836        1,071
--------    --------    ---------    ---------

45,653      54,106       91,527      109,753
--------    --------    ---------    ---------

Income before income taxes
and minority interest ........................      9,317      11,030       18,646       21,450

Provision for income taxes .........................      3,261       3,972        6,711        7,827
--------    --------    ---------    ---------

Income before minority interest ................      6,056       7,058       11,935       13,623

Minority interest ..................................        (24)       --            (66)          (3)
--------    --------    ---------    ---------

Net income .....................................   $  6,080    $  7,058    $  12,001    $  13,626
========    ========    =========    =========

Basic and diluted earnings
per common share ..................................   $    .38    $    .44    $     .74    $     .84
========    ========    =========    =========

Cash dividends per share ...........................   $   --      $   .125    $    --      $     .25
========    ========    =========    =========

Shares used in the calculation of per share amounts:
Basic earnings per common share .................     16,146      16,151       16,146       16,149
Dilutive impact of outstanding
stock options ..................................       --            31         --             20
--------    --------    ---------    ---------

Diluted earnings per common share ...............     16,146      16,182       16,146       16,169
========    ========    =========    =========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three months ended       Six months ended
June 30,               June 30, 
------------            -----------
1999       2000        1999        2000
----       ----        ----        ----

Net income .......................   $ 6,080    $ 7,058    $ 12,001    $ 13,626

Other comprehensive income -
currency translation adjustment,
net of tax .....................    (1,641)    (1,395)     (4,207)     (3,397)
-------    -------    --------    --------

Comprehensive income .......   $ 4,439    $ 5,663    $  7,794    $ 10,229
=======    =======    ========    ========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Six months ended June 30, 2000

(In thousands)

Accumulated
other
comprehensive
Additional              income -      Total
Common Stock    paid-in    Retained   currency   stockholders'
Class A Class B  capital    earnings  translation    equity
------- ------- ----------  --------- -----------   ---------

Balance at December 31, 1999 ..   $61   $100   $118,067   $ 37,415    $(6,287)   $ 149,356

Net income ....................    --    --        --       13,626       --         13,626

Other comprehensive income, net    --    --        --         --       (3,397)      (3,397)

Issuance of common stock ......    --    --          84       --         --             84

Cash dividends ................    --    --        --       (4,038)      --         (4,038)
---   ----   --------   --------    -------    ---------

Balance at June 30, 2000 ......   $61   $100   $118,151   $ 47,003    $(9,684)   $ 155,631
===   ====   ========   ========    =======    =========

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30, 1999 and 2000

(In thousands)

1999         2000
----         ----

Cash flows from operating activities:

Net income ...........................................   $ 12,001    $ 13,626
Depreciation and amortization ........................      4,607       6,264
Deferred income taxes ................................       (169)        209
Other, net ...........................................       (178)       (282)
--------    --------
16,261      19,817
Change in assets and liabilities:
Accounts receivable ................................     (1,968)     (2,393)
Inventories ........................................        (26)     (4,504)
Accounts payable and accrued liabilities ...........     (6,326)      1,111
Accounts with affiliates ...........................         13          41
Income taxes .......................................     (1,326)          3
Other, net .........................................        481        (205)
--------    --------

Net cash provided by operating activities ........      7,109      13,870
--------    --------

Cash flows from investing activities:
Capital expenditures .................................     (8,924)    (10,189)
Purchase of business units ...........................    (53,084)     (9,475)
Other, net ...........................................          3         309
--------    --------

Net cash used by investing activities ............    (62,005)    (19,355)
--------    --------

Cash flows from financing activities:
Indebtedness:
Additions .........................................     20,000      12,081
Principal payments ................................       (467)     (1,728)
Dividends ............................................       --        (4,038)
Issuance of common stock .............................       --            36
--------    --------

Net cash provided by financing activities ........     19,533       6,351
--------    --------

Net increase (decrease) in cash and cash equivalents ...   $(35,363)   $    866
========    ========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Six months ended June 30, 1999 and 2000

(In thousands)

1999          2000
----          ----

Cash and cash equivalents:
Net change from operating, investing

and financing activities ..........................    $(35,363)    $    866
Business units acquired ............................       4,157         --
Currency translation ...............................        (982)        (251)
--------     --------
(32,188)         615

Balance at beginning of period .....................      47,363       12,169
--------     --------

Balance at end of period ...........................    $ 15,175     $ 12,784
========     ========

Supplemental disclosures:
Cash paid for:
Interest .........................................    $    545     $    973
Income taxes .....................................       8,676        7,386

Business units acquired - net assets consolidated:
Cash and cash equivalents ........................    $  4,157         --
Goodwill and other intangible assets .............      15,800        2,539
Other non-cash assets ............................      52,799        8,458
Liabilities ......................................     (19,672)      (1,522)
--------     --------

Cash paid ........................................    $ 53,084     $  9,475
========     ========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Basis of presentation:

The  consolidated   balance  sheet  of  CompX   International  Inc.  and
subsidiaries  (collectively,  the  "Company")  at  December  31,  1999  has been
condensed from the Company's audited  consolidated  financial statements at that
date.  The  consolidated  balance  sheet at June 30,  2000 and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim  periods  ended June 30, 1999 and 2000 have been prepared by the
Company,  without  audit.  In  the  opinion  of  management,   all  adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
consolidated financial position,  results of operations and cash flows have been
made.  The results of  operations  for the interim  periods are not  necessarily
indicative  of the  operating  results for a full year or of future  operations.
Certain  information  normally  included  in  financial  statements  prepared in
accordance with generally accepted  accounting  principles has been condensed or
omitted.  The accompanying  consolidated  financial statements should be read in
conjunction  with the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1999 (the "1999 Annual Report").

Basic  earnings  per share of common  stock is based  upon the  weighted
average number of common shares actually outstanding during each period. Diluted
earnings per share of common stock includes the impact of  outstanding  dilutive
stock options.

Commitments and contingencies are discussed in "Management's  Discussion
and  Analysis of Financial  Condition  and Results of  Operations"  and the 1999
Annual Report.

The  Company  is 64%  owned by  Valhi,  Inc.  (NYSE:  VHI)  and  Valhi's
wholly-owned  subsidiary Valcor,  Inc. Contran  Corporation  holds,  directly or
through  subsidiaries,  approximately 93% of Valhi's  outstanding  common stock.
Substantially all of Contran's outstanding voting stock is held either by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee,  or by Mr. Simmons directly.  Mr.
Simmons,  the  Chairman  of the  Board and Chief  Executive  Officer  of each of
Contran,  Valhi and  Valcor,  may be deemed to control  such  companies  and the
Company.

The Company  will adopt  Statement of  Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
as amended,  no later than the first  quarter of 2001.  Under SFAS No. 133,  all
derivatives  will be recognized as either assets or liabilities  and measured at
fair value.  The accounting for changes in fair value of derivatives will depend
upon the intended use of the  derivative.  The impact on the Company of adopting
SFAS No. 133, if any, has not yet been  determined,  but will be dependent  upon
the extent to which the Company is a party to  derivative  contracts  or hedging
activities  covered  by  SFAS  No.  133  at  the  time  of  adoption,  including
derivatives  embedded in  non-derivative  host  contracts.  As  permitted by the
transition  requirements  of SFAS No. 133, as amended,  the Company  will exempt
from  the  scope  of  SFAS  No.  133  all  host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.

The Company will adopt the Securities and Exchange  Commission's  Staff
Accounting  Bulletin ("SAB") No. 101, Revenue  Recognition,  as amended,  in the
fourth  quarter  of 2000.  SAB No. 101  provides  guidance  on the  recognition,
presentation  and  disclosure of revenue,  including  specifying  basic criteria
which must be met before revenue can be recognized. The impact on the Company of
adopting  SAB No.  101 has  not  been  determined,  in part  because  the SEC is
continuing to provide additional informal guidance and clarification  concerning
the exact  requirements of SAB No. 101. If the impact of adopting SAB No. 101 is
material,  the Company will adopt SAB No. 101  retroactively to the beginning of
2000, and previously reported results of operations for the first three quarters
of 2000 would be restated.

Note 2 -       Business segment information:

The Company  operates in one business segment - the manufacture and sale
of hardware  components for office  furniture and other  markets.  The Company's
products consist of ergonomic  computer support systems,  precision ball bearing
slides, and security products.

Three months ended          Six months ended
June 30,                   June 30,
----------                   --------
1999         2000          1999          2000
----         ----          ----          ----
(In thousands)

Net sales ................    $ 54,970     $ 65,136     $ 110,173     $ 131,203
========     ========     =========     =========

Operating income .........    $  9,729     $ 11,506     $  19,327     $  22,232
Interest expense .........        (442)        (538)         (836)       (1,071)
Other, net ...............          30           62           155           289
--------     --------     ---------     ---------

Income before
income taxes ............    $  9,317     $ 11,030     $  18,646     $  21,450
========     ========     =========     =========

Note 3 -       Inventories:

December 31,        June 30,
1999              2000
------            ------
(In thousands)

Raw materials ............................            $ 9,038            $11,390
Work in process ..........................              8,669             12,524
Finished products ........................              9,898             11,938
Supplies .................................                 54                141
-------            -------

$27,659            $35,993
=======            =======

Note 4 -       Accounts payable and accrued liabilities:

December 31,        June 30,
1999              2000
----              ----
(In thousands)

Accounts payable                                      $ 9,850            $12,256
Accrued liabilities:
Employee benefits ........................              7,746              8,369
Insurance ................................                707                612
Royalties ................................                504                301
Other ....................................              6,582              4,850
-------            -------

$25,389            $26,388
=======            =======

Note 5 - Indebtedness:

December 31,    June 30,
1999           2000
---------      --------
(In thousands)

Revolving bank credit facility ...................        $20,000        $31,000
Capital lease obligations and other ..............          2,267            551
-------        -------

22,267         31,551
Less current maturities ..........................          1,367            450
-------        -------

$20,900        $31,101
=======        =======

Note 6 - Other income:

Three months ended   Six months ended
June 30,            June 30,
-----------------   -----------------
1999      2000     1999       2000
-------    ------   ------     ------
(In thousands)

Interest income ........................    $ 175     $ 157     $ 420     $ 285
Foreign currency transactions, net .....     (218)     (131)     (411)      (47)
Other, net .............................       73        36       146        51
-----     -----     -----     -----

$  30     $  62     $ 155     $ 289
=====     =====     =====     =====

Note 7 - Provision for income taxes:

Three months ended     Six months ended
June 30,              June 30,
------------------    ------------------
1999       2000        1999       2000
-------    -------    -------     ------
(In thousands)

Expected tax expense ...............   $ 3,261    $ 3,861    $ 6,525    $ 7,508
Non-U.S. tax rates .................        57         22        115         84
No tax benefit for amortization of
goodwill ..........................       131        155        278        311
Other, net .........................      (188)       (66)      (207)       (76)
-------    -------    -------    -------

$ 3,261    $ 3,972    $ 6,711    $ 7,827
=======    =======    =======    =======

Note 8 - Acquisitions:

In  January  2000,  the  Company  acquired  substantially  all  of  the
operating assets of Chicago Lock Company for approximately $9.4 million in cash.
The purchase  price has been  allocated to the  individual  assets  acquired and
liabilities  assumed based upon  preliminary  estimated fair values.  The actual
allocation may be different from the  preliminary  allocation due to refinements
in the  estimates  of the fair  values of the net  assets  acquired.  CompX used
borrowings  under its existing  credit  facility to pay the cash purchase price.
The pro forma effect of this acquisition is not material.

Note 9 - Foreign currency forward contracts:

Certain of the Company's sales generated by its non-U.S. operations are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of foreign exchange rate risk associated with such
receivables,  or  similar  exchange  rate risk  associated  with  future  sales,
denominated in a currency other than the holder's functional  currency.  At each
balance sheet date,  outstanding currency forward contracts are marked-to-market
with any  resulting  gain or loss  recognized in income  currently.  At June 30,
2000, the Company held such forward exchange  contracts to exchange an aggregate
of $18.2 million for an equivalent  amount of Canadian dollars at exchange rates
between Cdn.  $1.4547 and Cdn.  $1.4676.  Such contracts mature through December
2000.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------

Overview

The Company  reported net income of $7.1 million in the second  quarter
of 2000,  an  increase  of 16% over net  income of $6.1  million  for the second
quarter of 1999.  The Company  reported net income of $13.6 million in the first
six months of 2000, a 13% increase over net income of $12.0 million in the first
six months of 1999. In January 2000, the company acquired  substantially all the
operating  assets of Chicago Lock Company.  The purchase price of  approximately
$9.4 million in cash  includes  substantially  all of Chicago  Lock's  operating
assets, excluding real estate.

Results of Operations

Net sales. Net sales increased $10.1 million,  or 18%, to $65.1 million
in the second  quarter of 2000 from $55.0 million in the second quarter of 1999.
For the first six months of 2000, net sales of $131.2 million increased 19% when
compared to net sales of $110.2  million  for the first six months of 1999.  The
increases  are  principally  due to increased  demand for the  Company's  office
furniture  products,  market share gains in slide  products,  and  acquisitions.
Excluding  the effect of  acquisitions,  net sales  increased 6% over the second
quarter  of 1999  with net  sales of  slides  increasing  14%,  and net sales of
ergonomics and security products  remaining  essentially flat. For the six month
period ended June 30, 2000, net sales,  exclusive of acquisitions,  increased 7%
over the  corresponding  period of the prior year. Net sales of slides  provided
the majority of the change,  increasing  13%,  while net sales of ergonomics and
security products remained flat. During the second quarter of 2000,  weakness in
the euro  negatively  impacted  certain of the Company's net sales  (principally
slide  products)  which are  denominated  in euros.  Excluding  the  effects  of
currency and acquisitions,  net sales increased 8% and 9%, respectively, for the
three and six month  periods ended June 30, 2000 compared to the same periods in
1999,  with  net  sales  of  slide  products  increasing  19% and 18%  over  the
corresponding periods in 1999.

Operating  income.  Operating  income in the second quarter of 2000 was
$11.5  million,  a 19% increase  over  operating  income of $9.7 million for the
second  quarter  of 1999.  For the first six  months of 2000,  operating  income
increased  $2.9  million,  or 15%, to $22.2  million from $19.3  million for the
first six months of 1999.  Excluding  acquisitions  and the negative  effects of
foreign currency  fluctuations,  discussed above, operating income in the second
quarter  and  first  six  months of 2000  increased  15% and 12%,  respectively,
compared to the same periods in 1999.  The  increases  are due  primarily to the
increase in net sales discussed  above. As a percentage of net sales,  operating
income  in the  second  quarter  and the  first  six  months  of  2000  remained
essentially  constant with the comparable 1999 periods.  Excluding the effect of
acquisitions,  operating  income as a percentage of net sales increased from 18%
to 19% in the second quarter of 2000 compared to the second quarter of 1999, and
increased from 19% to 20%, respectively, in the six month periods ended June 30,
1999 and 2000.  These  increases  reflect  improved  manufacturing  efficiencies
associated  with increased net sales.  The effect of  acquisitions in the second
quarter  and  first  six  months  of 2000  reflects  lower  margin  sales of the
Company's newly acquired Chicago Lock operations.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash flows from operating  activities,
excluding  changes in assets and liabilities are generally similar to the trends
in the  Company's  earnings.  Such cash flows  totaled  $7.1  million  and $13.9
million in the first six months of 1999 and 2000, respectively,  compared to net
income of $12.0 million and $13.6 million, respectively.

Changes in assets and  liabilities  result  primarily from the timing of
production,  sales  and  purchases.  Such  changes  in  assets  and  liabilities
generally  tend to even out over time and  result in trends in cash  flows  from
operating activities generally reflecting earnings trends.

Investing  activities.  Net cash used by  investing  activities  totaled
$62.0  million  and $19.4  million  in the  first  six  months of 1999 and 2000,
respectively.  Included in cash used by  investing  activities  in the first six
months of 1999 and 2000 is the $53.1  million  and $9.4  million  related to the
acquisitions of Thomas Regout and  substantially  all of the operating assets of
Chicago Lock Company, respectively.

Capital  expenditures for 2000 relate  primarily to capacity  expansion,
equipment additions designed to improve manufacturing  efficiencies and tooling.
Capital  expenditures for 2000 are estimated at approximately  $25 million,  the
majority of which relate to projects emphasizing improved production  efficiency
and increased production  capacity.  In connection with the expansion of certain
of its domestic production facilities, the Company has outstanding firm purchase
commitments  of $1.9 million at June 30, 2000.  Firm  purchase  commitments  for
capital projects not commenced at June 30, 2000 were not material.

Financing activities.  Net cash provided by financing activities totaled
$19.5  million  and $6.4  million  in the  first  six  months  of 1999 and 2000,
respectively.  The Company paid its quarterly dividend of $2.0 million, or $.125
per share,  in the first and second  quarters of 2000.  No  dividends  were paid
during the first six months of 1999. Cash flows from financing activities in the
first six months of 1999 includes $20.0 million of borrowings  used to finance a
portion  of the  acquisition  of  Thomas  Regout.  Similarly,  cash  flows  from
financing  activities  in the first  quarter of 2000  includes  $12.1 million of
borrowings,  $9.4  million  of which  were used to finance  the  acquisition  of
substantially all of the assets of Chicago Lock Company. Repayments of long-term
debt totaled $1.7  million  during the first six months of 2000  compared to $.5
million for the first six months of 1999.

Management  believes that cash generated  from  operations and borrowing
availability under the Company's unsecured Revolving Senior Credit Facility ($69
million  available for borrowing at June 30, 2000),  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital expenditures, debt service and dividends.

The  Company   periodically   evaluates  its   liquidity   requirements,
alternative uses of capital,  capital needs and available  resources in view of,
among other things, its capital expenditure requirements,  its capital resources
and its estimated future operating cash flows. As a result of this process,  the
Company  may in the  future  seek to  raise  additional  capital,  refinance  or
restructure  indebtedness,  issue  additional  securities,  modify its  dividend
policy or take a  combination  of such steps to manage its liquidity and capital
resources.   In  the  normal   course  of  business,   the  Company  may  review
opportunities for acquisitions, joint ventures or other business combinations in
the  component  products  industry.  In the event of any such  transaction,  the
Company may consider using available cash,  issuing additional equity securities
or increasing the indebtedness of the Company or its subsidiaries.

As  provided by the safe harbor  provisions  of the Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly Report on Form 10-Q relating to matters that are not historical facts,
including, but not limited to, statements found in this "Management's Discussion
and  Analysis  of  Financial   Condition   and  Results  of   Operations,"   are
forward-looking  statements that represent  management's beliefs and assumptions
based on currently  available  information.  Forward-looking  statements  can be
identified by the use of such words as "believes,"  "intends,"  "may," "should,"
"anticipates,"  "expected"  or  comparable  terminology,  or by  discussions  of
strategies  or trends.  Although  the  Company  believes  that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurance that these  expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such forward-looking statements.  While it is
not possible to identify all factors,  the Company  continues to face many risks
and  uncertainties.  Among the factors that could cause actual future results to
differ  materially are the risks and  uncertainties  discussed in this Quarterly
Report and those described from time to time in the Company's other filings with
the Securities and Exchange Commission. While it is not possible to identify all
factors,  the Company continues to face many risks and uncertainties  including,
but not limited to, future supply and demand for the Company's products, cost of
raw materials,  general  global  economic and political  conditions,  demand for
office furniture,  service industry  employment levels, the possibility of labor
disruptions,  competitive products and prices, substitute products, customer and
competitor strategies,  the introduction of tariff or non-tariff trade barriers,
the  impact of pricing  and  production  decisions,  potential  difficulties  in
integrating  completed  acquisitions,   environmental  matters  (such  as  those
requiring  emission and discharge  standards  for existing and new  facilities),
government regulations and possible changes therein,  possible future litigation
and other risks and uncertainties. Should one or more of these risks materialize
(or the  consequences  of such a development  worsen),  or should the underlying
assumptions  prove incorrect,  actual results could differ materially from those
forecasted  or expected.  The Company  disclaims  any intention or obligation to
update  or  revise  any  forward-looking  statement  whether  as a result of new
information, future events or otherwise.

Part II. OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders.

The Company held its Annual  Meeting of  Shareholders  on May 11, 2000.
Paul M. Bass, Jr., David A. Bowers, Joseph S. Compofelice, Edward J. Hardin, Ann
Manix,  Glenn R.  Simmons and Steven L. Watson were elected as  directors,  each
receiving  votes "For" their  election  from over 99% of the 104.9 million votes
eligible to be voted at the Annual Meeting.

ITEM 6. Exhibits and Reports on Form 8-K.

(a)    Exhibits

10.1     Intercorporate  Services  Agreement  between the  Registrant and Valhi,
Inc. effective as of January 1, 2000.

10.2     Intercorporate   Services  Agreement  between  the  Registrant  and  NL
Industries,  Inc.  effective  as of January 1, 2000 -  incorporated  by
reference to Exhibit 10.6 to NL Industries,  Inc.'s Quarterly Report on
Form 10-Q (File No. 1-640) for the quarter ended June 30, 2000.

27.1     Financial Data Schedule for the six-month period ended June 30, 2000.

(b)    Reports on Form 8-K

Reports on Form 8-K for the quarter ended June 30, 2000.

April 17, 2000 - Reported  Items 5 and 7. April 18, 2000 -
Reported  Items 5 and 7. May 11,  2000 - Reported  Items 5
and 7. May 30, 2000 - Reported Items 5 and 7.

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

COMPX INTERNATIONAL INC.     
-----------------------------
(Registrant)

Date August 10, 2000                   By: /s/ John A. Miller
------------------                    ------------------
John A. Miller
Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date August 10, 2000                    By: /s/ Todd W. Strange
------------------                     -------------------
Todd W. Strange
Vice President and Controller
(Principal Accounting Officer)

INTERCORPORATE SERVICES AGREEMENT

This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"),  effective as
of January 1, 2000, amends and supersedes that certain  Intercorporate  Services
Agreement  effective  as of  January 1, 1999  between  VALHI,  INC.,  a Delaware
corporation  ("Valhi"),  and COMPX  INTERNATIONAL  INC., a Delaware  corporation
("Recipient").

Recitals

A.  Employees  and  agents of Valhi  and  affiliates  of Valhi  perform
management,  financial and administrative functions for Recipient without direct
compensation from Recipient.

B. Recipient does not separately  maintain the full internal capability
to perform all necessary management, financial and administrative functions that
Recipient requires.

C.  The cost of  maintaining  the  additional  personnel  by  Recipient
necessary to perform the functions  provided for by this Agreement  would exceed
the fee set  forth in  Section  3 of this  Agreement  and that the terms of this
Agreement are no less  favorable to Recipient  than could  otherwise be obtained
from a third party for comparable services.

D. Recipient  desires to continue  receiving the management,  financial
and administrative  services presently provided by Valhi and affiliates of Valhi
and Valhi is willing to continue  to provide  such  services  under the terms of
this Agreement.

Agreement

For and in consideration of the mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

Section 1. Services to be Provided.  Valhi agrees to make  available to
Recipient the following services (the "Services") to be rendered by the internal
staff of Valhi and affiliates of Valhi:

(a) Consultation in the development and  implementation  of Recipient's
corporate business strategies, plans and objectives;

(b)  Consultation  in management  and conduct of corporate  affairs and
corporate governance consistent with the charter and bylaws of Recipient;

(c)  Consultation  in  maintenance  of financial  records and controls,
including preparation and review of periodic financial statements and reports to
be filed with public and  regulatory  entities and those required to be prepared
for financial institutions or pursuant to indentures and credit agreements;

(d)  Consultation  in  cash  management  and  in  arranging   financing
necessary to implement the business plans of Recipient;

(e)  Consultation  in tax  management  and  administration,  including,
without  limitation,  preparation  and  filing of tax  returns,  tax  reporting,
examinations by government authorities and tax planning;

(f)  Consultation  with respect to employee benefit plans and incentive
compensation arrangements; and

(g) Such other  services as may be  requested  by  Recipient  or deemed
necessary and proper from time to time.

Section 2.  Miscellaneous  Services.  It is the  intent of the  parties
hereto that Valhi provide only the Services requested by Recipient in connection
with routine management,  financial and administrative  functions related to the
ongoing  operations  of  Recipient  and not with  respect to  special  projects,
including  corporate  investments,  acquisitions and  divestitures.  The parties
hereto  contemplate that the Services rendered in connection with the conduct of
Recipient's  business  will  be on a scale  compared  to  that  existing  on the
effective  date of this  Agreement,  adjusted for internal  corporate  growth or
contraction, but not for major corporate acquisitions or divestitures,  and that
adjustments  may be required to the terms of this Agreement in the event of such
major corporate acquisitions,  divestitures or special projects.  Recipient will
continue to bear all other costs required for outside  services  including,  but
not  limited  to,  the  outside  services  of  attorneys,   auditors,  trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Valhi assumes no liability for any expenses or services  other than those stated
in Section 1. In addition to the fee paid to Valhi by Recipient for the Services
provided  pursuant to this Agreement,  Recipient will pay to Valhi the amount of
out-of-pocket costs incurred by Valhi in rendering such Services.

Section 3. Fee for Services.  Recipient agrees to pay to Valhi $139,000
quarterly, commencing as of January 1, 2000, pursuant to this Agreement.

Section  4.  Original  Term.  Subject  to the  provisions  of Section 5
hereof,  the original  term of this  Agreement  shall be from January 1, 2000 to
December 31, 2000.

Section  5.   Extensions.   This  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification is given by Valhi or Recipient thirty (30) days in advance
of the first day of each  successive  quarter  or unless it is  superseded  by a
subsequent written agreement of the parties hereto.

Section  6.   Limitation  of  Liability.   In  providing  its  Services
hereunder,  Valhi shall have a duty to act, and to cause its agents to act, in a
reasonably prudent manner, but neither Valhi nor any officer, director, employee
or agent of Valhi or its  affiliates  shall be liable to Recipient for any error
of  judgment  or  mistake  of law or for  any  loss  incurred  by  Recipient  in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Valhi.

Section  7.  Indemnification  of Valhi by  Recipient.  Recipient  shall
indemnify and hold harmless Valhi, its affiliates and their respective officers,
directors  and  employees  from and  against  any and all  losses,  liabilities,
claims,  damages,  costs  and  expenses  (including  attorneys'  fees and  other
expenses of  litigation)  to which  Valhi or any such person may become  subject
arising out of the Services provided by Valhi to Recipient  hereunder,  provided
that such indemnity  shall not protect any person against any liability to which
such person  would  otherwise be subject by reason of willful  misfeasance,  bad
faith or gross negligence on the part of such person.

Section 8. Further Assurances.  Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

Section 9. Notices.  All  communications  hereunder shall be in writing
and shall be addressed, if intended for Valhi, to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to Recipient in writing,  and if intended for
Recipient,  to Two  Greenspoint  Plaza,  16825  Northchase  Drive,  Suite  1200,
Houston, Texas 77060, Attention: Chairman of the Board, or such other address as
it shall have furnished to Valhi in writing.

Section 10. Amendment and Modification.  Neither this Agreement nor any
term hereof may be  changed,  waived,  discharged  or  terminated  other than by
agreement in writing signed by the parties hereto.

Section 11.  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the  benefit  of Valhi  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

Section 12.  Governing  Law. This  Agreement  shall be governed by, and
construed and interpreted in accordance with, the laws of the state of Texas.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

VALHI, INC.

/s/ Bobby D. O'Brien
By:   ---------------------------------------
Bobby D. O'Brien
Vice President and Treasurer

COMPX INTERNATIONAL INC.

/s/ John A. Miller
By:   ---------------------------------------
John A. Miller
Vice President, Chief Financial Officer
and Treasurer

<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM COMPX 
INTERNATIONAL INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS 
ENDED JUNE 30, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0001049606
<NAME>                        COMPX INTERNATIONAL INC.
<MULTIPLIER>                                   1,000

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   JUN-30-2000
<CASH>                                         12,784
<SECURITIES>                                   0
<RECEIVABLES>                                  33,396
<ALLOWANCES>                                   793
<INVENTORY>                                    35,993
<CURRENT-ASSETS>                               84,901
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