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 September 30, 2003         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
organization)                                Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
-------------------------------------------------------------------------------
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:              (972) 448-1400

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

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X

Number of shares of common stock outstanding on October 28, 2003:
Class A:   5,124,780
Class B:  10,000,000

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.     FINANCIAL INFORMATION

Item 1.   Financial Statements.

Consolidated Balance Sheets - December 31, 2002
and September 30, 2003                                    3-4

Consolidated Statements of Operations -
Three months and nine months ended
September 30, 2002 and 2003                                5

Consolidated Statements of Comprehensive Income -
Three months and nine months ended
September 30, 2002 and 2003                                6

Consolidated Statements of Cash Flows -
Nine months ended September 30, 2002 and 2003              7

Consolidated Statement of Stockholders' Equity -
Nine months ended September 30, 2003                       8

Notes to Consolidated Financial Statements                 9-13

Item 2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations.                     14-19

Item 4.   Controls and Procedures.                                  19-20

Part II.    OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.                          21

- 2 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                    December 31,   September 30,
2002           2003
-----------    -------------
Current assets:

Cash and cash equivalents ........................      $ 12,407      $ 17,758
Accounts receivable, net .........................        22,924        26,028
Income taxes receivable from affiliates ..........           352          --
Refundable income taxes ..........................         1,378         1,075
Inventories ......................................        28,876        28,649
Prepaid expenses and other .......................         3,422         2,671
Deferred income taxes ............................         1,983         1,918
--------      --------
Total current assets .........................        71,342        78,099
--------      --------

Other assets:
Goodwill .........................................        40,729        42,138
Other intangible assets ..........................         2,183         2,007
Prepaid rent .....................................           426          --
Other ............................................           233           361
--------      --------

Total other assets ...........................        43,571        44,506
--------      --------

Property and equipment:
Land .............................................         4,344         4,750
Buildings ........................................        29,452        30,610
Equipment ........................................       102,347       112,951
Construction in progress .........................         3,548         3,672
--------      --------

139,691       151,983

Less accumulated depreciation ....................        54,512        67,440
--------      --------

Net property and equipment ...................        85,179        84,543
--------      --------

$200,092      $207,148
========      ========

See accompanying notes to consolidated financial statements.
- 3 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,    September 30,
2002             2003
------------    -------------

Current liabilities:

Current maturities of long-term debt .............    $       6     $    --
Accounts payable and accrued liabilities .........       21,318        24,118
Income taxes payable to affiliates ...............         --             230
Deferred income taxes ............................          408           460
Income taxes .....................................          419           171
--------      --------

Total current liabilities ....................       22,151        24,979
--------      --------

Noncurrent liabilities:
Long-term debt ...................................       31,000        30,000
Deferred income taxes ............................        4,469         2,429
Deferred gain on sale/leaseback ..................          493             2
--------      --------

Total noncurrent liabilities .................       35,962        32,431
--------      --------

Stockholders' equity:
Preferred stock ..................................         --            --
Class A common stock .............................           62            62
Class B common stock .............................          100           100
Additional paid-in capital .......................      119,387       119,437
Retained earnings ................................       44,049        42,633
Accumulated other comprehensive income (loss)
- currency translation ..........................      (10,304)       (1,179)
Treasury stock ...................................      (11,315)      (11,315)
--------      --------

Total stockholders' equity ...................      141,979       149,738
--------      --------

$ 200,092     $ 207,148
=========     =========

Commitments and contingencies (Note 1)

See accompanying notes to consolidated financial statements.

- 4 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three months ended     Nine months ended
September 30,         September 30,
---------------------  --------------------
2002        2003        2002      2003
---------  ----------  ----------  --------

Net sales ...................................   $ 48,839    $ 52,534    $148,425   $153,260
Cost of goods sold ..........................     41,172      42,871     121,300    126,868
--------    --------    --------   --------

Gross margin ............................      7,667       9,663      27,125     26,392

Selling, general and administrative .........      6,407       6,452      20,666     20,483
Restructuring expense .......................       --         3,528        --        3,528
--------    --------    --------   --------

Operating income (loss) .................      1,260        (317)      6,459      2,381

Other general corporate expense (income), net        (99)         84          46        572
Interest expense ............................        291         300       1,629        963
--------    --------    --------   --------

Income (loss) before income taxes .......      1,068        (701)      4,784        846

Provision for income taxes (benefit) ........        826        (308)      2,380        373
--------    --------    --------   --------

Net income (loss) .......................   $    242    $   (393)   $  2,404   $    473
========    ========    ========   ========
Basic and diluted earnings (loss) per
common share ...............................   $    .02    $   (.03)   $    .16   $    .03
========    ========    ========   ========

Cash dividends per share ....................   $   .125    $   --      $   .375   $   .125
========    ========    ========   ========

Shares used in the calculation of per
share amounts:
Basic earnings (loss) per common share ...     15,116      15,125      15,108     15,120
Dilutive impact of outstanding
stock options ...........................       --          --            15       --
--------    --------    --------   --------

Diluted common shares ....................     15,116      15,125      15,123     15,120
========    ========    ========   ========

See accompanying notes to consolidated financial statements.

- 5 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three months ended   Nine months ended
September 30,        September 30,
-------------------  -----------------
2002      2003     2002      2003
--------  ---------  -------  --------

Net income (loss) ........................   $   242    $(393)   $2,404   $  473

Other comprehensive income (loss) -
Currency translation adjustment,
net of tax .............................    (2,670)     618     3,344    9,125
-------    -----    ------   ------

Comprehensive income (loss) ........   $(2,428)   $ 225    $5,748   $9,598
=======    =====    ======   ======

See accompanying notes to consolidated financial statements.

- 6 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended September 30, 2002 and 2003

(In thousands)

2002         2003
------      -------

Cash flows from operating activities:

Net income .........................................    $  2,404     $    473
Depreciation and amortization ......................       9,899       10,577
Deferred income taxes ..............................        (817)      (2,319)
Other, net .........................................        (416)         668
Change in assets and liabilities:
Accounts receivable ..............................        (432)      (1,467)
Inventories ......................................         507        2,052
Accounts payable and accrued liabilities .........      (2,469)       1,289
Accounts with affiliates .........................          18          582
Income taxes .....................................         903        1,206
Other, net .......................................        (203)       1,016
--------      -------

Net cash provided by operating activities ......       9,394       14,077
--------      -------

Cash flows from investing activities:
Capital expenditures ...............................      (9,900)      (7,914)
Other, net .........................................        --            695
--------      -------

Net cash used by investing activities ..........      (9,900)      (7,219)
--------      -------

Cash flows from financing activities:
Indebtedness:
Additions .......................................       1,000        1,000
Principal payments ..............................     (19,037)      (2,006)
Deferred financing costs paid ...................        --           (416)
Dividends ..........................................      (5,665)      (1,889)
Issuance of common stock ...........................         120         --
--------      -------

Net cash used by financing activities ..........     (23,582)      (3,311)
--------      -------

Cash and cash equivalents - net change from:
Operating, investing and financing activities ......     (24,088)       3,547
Currency translation ...............................         857        1,804
Cash and cash equivalents at beginning of period .....      33,309       12,407
--------      -------

Cash and cash equivalents at end of period ...........    $ 10,078     $ 17,758
========     ========

Supplemental disclosures - cash paid for:
Interest .........................................    $  1,593     $  1,083
Income taxes .....................................       2,320        1,903

See accompanying notes to consolidated financial statements.

- 7 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Nine months ended September 30, 2003

(In thousands)

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

Balance at December 31, 2002 ..   $62   $100   $119,387   $ 44,049    $(10,304)   $(11,315)   $ 141,979

Net income ....................    --    --        --          473        --          --            473

Other comprehensive income, net    --    --        --         --         9,125        --          9,125

Issuance of common stock ......    --    --          50       --          --          --             50

Cash dividends ................    --    --        --       (1,889)       --          --         (1,889)
---   ----   --------   --------    --------    --------    ---------
Balance at September 30, 2003 .   $62   $100   $119,437   $ 42,633    $ (1,179)   $(11,315)   $ 149,738
===   ====   ========   ========    ========    ========    =========

See accompanying notes to consolidated financial statements.

- 8 -

COMPX INTERNATIONAL INC.

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, 2002 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at September 30, 2003 and the consolidated statements
of operations, comprehensive income, stockholders' equity and cash flows for the
interim  periods  ended  September  30, 2002 and 2003 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 accounting principles generally accepted in the United States of
America 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, 2002 (the "2002 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 2002 Annual
Report.

The  Company  is  69%  owned  by  Valhi,   Inc.  (NYSE:  VHI)  and  Valhi's
wholly-owned  subsidiary Valcor, Inc. At September 30, 2003, Contran Corporation
holds,   directly  or  through   subsidiaries,   approximately  90%  of  Valhi's
outstanding  common stock.  Substantially  all of Contran's  outstanding  voting
stock is held by trusts  established  for the  benefit of certain  children  and
grandchildren  of Harold C. Simmons,  of which Mr. Simmons is sole trustee.  Mr.
Simmons, the Chairman of the Board of each of Contran,  Valhi and Valcor, may be
deemed to control such companies and the Company.

Stock options. As disclosed in the 2002 Annual Report, the Company accounts
for  stock-based  employee  compensation  related  to stock  options  using  the
intrinsic value method in accordance with  Accounting  Principles  Board Opinion
("APBO")  No. 25,  Accounting  for Stock  Issued to  Employees,  and its various
interpretations. Under APBO No. 25, no compensation cost is generally recognized
for fixed stock options in which the exercise  price is greater than or equal to
the market price on the grant date.  Compensation cost recognized by the Company
related to stock  options  in  accordance  with APBO No. 25 was not  significant
during the 2002 or 2003 interim periods.

The  following  table  illustrates  the  effect on net  income  (loss)  and
earnings  (loss) per share for the periods  presented if the Company had applied
the fair value  recognition  provisions  of Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  123,   Accounting  for  Stock-Based   Compensation  to
stock-based  employee  compensation  related to stock  options  for all  options
granted on or after January 1, 1995.

- 9 -

Three months ended    Nine months ended
September 30,       September 30,
------------------  -------------------
2002     2003      2002      2003
--------  --------  --------  ---------
(In thousands, except per share data)

Net income (loss), as reported ...........   $ 242    $(393)   $ 2,404    $ 473

Deduct:  Total stock-based employee
compensation expense related to
stock options determined under
fair value based method for all
awards, net of related tax effects ......    (393)    (219)    (1,179)    (656)
-----    -----    -------    -----

Pro forma net income (loss) ..............   $(151)   $(612)   $ 1,225    $(183)
=====    =====    =======    =====

Earnings (loss) per share - basic
and diluted:
As reported ............................   $ .02    $(.03)   $   .16    $ .03
=====    =====    =======    =====
Pro forma ..............................   $(.01)   $(.04)   $   .08    $(.01)
=====    =====    =======    =====

Note 2 -       Business segment information:

The  Company's   operating  segments  are  defined  as  components  of  its
operations  about which  separate  financial  information  is available  that is
regularly  evaluated by the chief operating decision maker in determining how to
allocate resources and in assessing performance. The Company has three operating
segments - CompX Security  Products,  CompX Waterloo and CompX Regout. The CompX
Security Products segment,  with manufacturing  facilities in South Carolina and
Illinois,  manufactures  locking mechanisms and other security products for sale
to the office furniture,  banking, vending,  computer and other industries.  The
CompX Waterloo segment, with facilities in Canada,  Michigan and Taiwan, and the
CompX Regout  segment,  with  facilities in the  Netherlands,  both  manufacture
and/or  distribute a complete line of precision  ball bearing  slides for use in
office furniture,  computer-related  equipment,  tool storage cabinets and other
applications  and  ergonomic  computer  support  systems  for office  furniture.
Previously,  the Company has  aggregated  the CompX  Waterloo  and CompX  Regout
operating  segments  into a single  reportable  segment  because of the  similar
economic  characteristics,  products,  customer types, production processes, and
distribution  methods.  Due to the  continued  weakness in the  European  office
furniture  market  and  the  divergence  in  operating  income  between  the two
segments,  the Company  has  determined  that these two  segments no longer have
similar  economic  characteristics,   and  accordingly  the  Company  no  longer
aggregates the CompX Waterloo and CompX Regout  operating  segments.  Aggregated
segment amounts  reported for CompX Waterloo / CompX Regout in previous  periods
have been reclassified to conform to the current presentation.

- 10 -

Three months ended               Nine months ended
September 30,                   September 30,
-------------------            ---------------------
2002           2003            2002             2003
----           ----            ----             ----
(In thousands)

Net sales:

CompX Waterloo                                            $22,735       $25,303         $ 70,017         $ 72,001
CompX Security Products                                    19,006        18,790           56,479           56,054
CompX Regout                                                7,098         8,441           21,929           25,205
-------       -------         --------         --------

Total net sales                                         $48,839       $52,534         $148,425         $153,260
=======       =======         ========         ========
Operating income (loss):
CompX Waterloo                                            $  (836)      $   337          $    (3)         $   211
CompX Security Products                                     2,217         2,859            6,702            7,550
CompX Regout                                                 (121)       (3,513)            (240)          (5,380)
-------       -------         --------         --------

Total operating income (loss)                             1,260          (317)           6,459            2,381

Interest expense                                               (291)         (300)          (1,629)            (963)
Other general corporate income
(expense), net                                                  99           (84)             (46)            (572)
-------       -------         --------         --------

Income (loss) before income taxes                         $ 1,068       $  (701)         $ 4,784          $   846
=======       =======          =======          =======

Note 3 -       Inventories:

December 31,       September 30,
2002               2003
------------       --------------
(In thousands)

Raw materials ............................            $ 6,573            $ 6,480
Work in process ..........................             12,602             11,948
Finished products ........................              9,532             10,079
Supplies .................................                169                142
-------            -------
$28,876            $28,649
=======            =======

Note 4 -       Accounts payable and accrued liabilities:

December 31,    September 30,
2002             2003
------------   ---------------
(In thousands)

Accounts payable ...............................         $ 9,106         $ 8,289
Accrued liabilities:
Employee benefits ............................           7,331           7,610
Insurance ....................................             478             353
Royalties ....................................             246             164
Restructuring ................................             540           3,619
Deferred gain on sale/leaseback ..............             805             665
Other ........................................           2,812           3,418
-------         -------
$21,318         $24,118
=======         =======

Due to continued  operating  losses at the Company's  Regout  subsidiary in
Europe  resulting from the continued  downturn in the European office  furniture
market,  the Company commenced a strategic analysis of the Regout segment during
the third  quarter of 2003. As part of the ongoing  analysis of the  operations,
the Company  determined  that it should  significantly  reduce  headcount in the
operations  in  order to be  competitive.  Prior  to the end of  September,  the
Company  finalized  and  communicated  to the  employees  a  restructuring  plan
detailing the cost to terminate approximately 100

- 11 -

employees,  and accordingly the Company recognized a $3.5 million  restructuring
charge in the third quarter of 2003 related to the headcount reduction. The $3.5
million represents  severance to be paid to the terminated  employees,  which is
expected to be paid  through the end of the second  quarter of 2004.  No amounts
have been paid pursuant to this restructuring as of September 30, 2003.

In 2001,  the  Company  recognized  a charge  of $2.7  million  related  to
headcount  reductions  of about  35  employees  at the  CompX  Regout  facility,
substantially  all of which  had been  implemented  by  December  31,  2001.  As
adjusted for changes in currency exchange rates,  approximately $3.0 million was
paid through March 31, 2003 (including $.6 million in 2003), which satisfied the
Company's obligations related to this restructuring.

Note 5 - Indebtedness:

December 31,     September 30,
2002              2003
------------     -------------
(In thousands)

Revolving bank credit facility .................         $31,000         $30,000
Other ..........................................               6            --
-------         -------
31,006          30,000
Less current maturities ........................               6            --
-------         -------
$31,000         $30,000
=======         =======

Note 6 - Other general corporate income (expense), net:

Three months ended  Nine months ended
September 30,       September 30,
------------------  -----------------
2002     2003      2002       2003
-------  ---------  -------   -------
(In thousands)

Interest income ..........................    $ 41     $ 40     $ 336     $ 126
Foreign currency transactions, net .......      45      (67)     (885)     (691)
Defined benefit pension plan
settlement gain .........................     --       --        677      --
Other, net ...............................      13      (57)     (174)       (7)
----     ----     -----     ----- 
$ 99     $(84)    $ (46)    $(572)
====     ====     =====     =====

Note 7 - Provision for (benefit from) income taxes:

Three months ended   Nine months ended
September 30,       September 30,
------------------   -----------------
2002      2003       2002     2003
--------   -------   --------  -------
(In thousands)

Expected tax expense ...................   $ 373    $  (245)   $ 1,674    $ 296
Non-U.S. tax rates .....................     (30)       (18)      (233)     (85)
Incremental U.S. tax on earnings of
foreign subsidiaries ..................     318        (46)     1,101      290
State income taxes .....................     112        (85)       122       24
Other, net .............................      53         86       (284)    (152)
-----    -------    -------    -----
$ 826    $  (308)   $ 2,380    $ 373
=====    =======    =======    =====

- 12 -

Note 8 - 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 market risk  associated
with  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, any such outstanding  currency forward contract is marked to
market with any resulting  gain or loss  recognized in income  currently.  These
contracts are not designated or accounted for as hedging  instruments under SFAS
No. 133. At December 31, 2002,  the Company held a series of contracts to manage
such  exchange  rate risk to exchange an aggregate  of U.S.  $2.5 million for an
equivalent amount of Canadian dollars at an exchange rate of Cdn. $1.57 per U.S.
dollar.  Such contracts matured through January 2003. At September 30, 2003, the
Company held a series of contracts to manage such exchange rate risk to exchange
an aggregate of U.S. $4.2 million for an equivalent  amount of Canadian  dollars
at exchange rates of Cdn. $1.35 to Cdn. $1.41 per U.S. dollar. The exchange rate
was Cdn.  $1.35 per U.S.  dollar at September 30, 2003.  Such  contracts  mature
through November 2003.

- 13 -

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

Overview

The  Company  reported a net loss of $.4  million  in the third  quarter of
2003,  down from net income of $.2  million for the third  quarter of 2002.  The
third quarter 2003 results include a pre-tax $3.5 million  restructuring charge,
as discussed  below. The Company reported net income of $.5 million in the first
nine  months of 2003,  an 80%  decrease  from net income of $2.4  million in the
first nine months of 2002.

CompX anticipates  continuing its focus on opportunities to rationalize its
cost structure  throughout 2003 and into 2004. Due to continued operating losses
at the  Company's  Regout  subsidiary  in Europe  resulting  from the  continued
downturn in the  European  office  furniture  market,  the  Company  commenced a
strategic  analysis of the Regout  segment  during the third quarter of 2003. As
part of the ongoing analysis of these operations, the Company determined that it
should  significantly  reduce  headcount  in  the  operations  in  order  to  be
competitive.   Prior  to  the  end  of  September,  the  Company  finalized  and
communicated  to the  employees  a  restructuring  plan  detailing  the  cost to
terminate approximately 100 employees,  and accordingly the Company recognized a
$3.5 million  restructuring  charge in the third  quarter of 2003 related to the
headcount  reduction.  The $3.5 million  represents  severance to be paid to the
terminated employees, which is expected to be paid through the end of the second
quarter of 2004. The Company expects the  restructuring to result in annual cost
savings  of  approximately  $3.5 to $4  million  which is  expected  to begin to
positively impact financial results in the second quarter of 2004.

Also, CompX has completed the  consolidation of its two Kitchener,  Ontario
plants  into  a  single  facility  during  2003.   Expenses   relating  to  this
consolidation  were  approximately  $.9 million in the first nine months of 2003
($.1 million in the three months ended  September  30, 2003) and are included in
cost of  goods  sold.  Cost  benefits  associated  with  the  consolidation  are
beginning to be realized in the second half of 2003 and are expected to be fully
realized in the first quarter of 2004  following the pending sale of the surplus
facility in December 2003.

Results of Operations

Three months ended                     Nine months ended
September 30,                         September 30,
----------------------        %         -------------------        %
2002           2003      Change       2002          2003       Change
-------        -------                  -----         -----
(In thousands)                        (In thousands)

Net sales:

CompX Waterloo                               $22,735        $25,303        11%    $ 70,017      $ 72,001          3%
CompX Security Products                       19,006         18,790        -1%      56,479        56,054         -1%
CompX Regout                                   7,098          8,441        19%      21,929        25,205         15%
-------        -------               --------      --------
Total net sales                            $48,839        $52,534         8%    $148,425      $153,260          3%
=======        =======               ========      ========
Operating income (loss):
CompX Waterloo                               $  (836)       $   337        nm     $    (3)      $    211         nm
CompX Security Products                        2,217          2,859        29%      6,702          7,550         13%
CompX Regout                                    (121)        (3,513)       nm        (240)        (5,380)        nm
-------        -------               --------      --------
Total operating income (loss)              $ 1,260        $  (317)       nm     $ 6,459       $  2,381        -63%
=======        =======               ========      ========
Operating income (loss) margin:
CompX Waterloo                                    -4%            1%                     *%            *%
CompX Security Products                           12%           15%                    12%           13%
CompX Regout                                      -2%          -42%                    -1%          -21%

Total operating income
(loss)margin                                         3%           -1%                     4%            2%

* less than 1%
n.m. = not meaningful

- 14 -

Net sales for the  respective  product  lines in the 2002 and 2003  interim
periods are as follows:

Three months ended          Nine months ended
September 30,              September 30,        
-------------------  %      -----------------      %
2002      2003  Change     2002      2003     Change
--------   --------         --------  -------
(In thousands)             (In thousands)

Net sales:

Precision ball-bearing slides   $20,395   $24,282   19%   $ 63,171   $ 68,791    9%
Security products ...........    19,006    18,790   -1%     56,479     56,054   -1%
Ergonomic computer support
Systems ....................     7,186     6,667   -7%     22,454     20,556   -8%
Other products ..............     2,252     2,795   24%      6,321      7,859   24%
-------   -------         --------   --------
Total net sales ....   $48,839   $52,534    8%   $148,425   $153,260    3%
=======   =======         ========   ========

Net sales. Net sales increased $3.7 million, or 8%, to $52.5 million in the
third quarter of 2003 from $48.8 million in the third quarter of 2002. Net sales
increased  $4.8  million,  or 3%, in the first nine  months of 2003 from  $148.4
million in the first nine  months of 2002.  Favorable  fluctuations  in currency
exchange  rates had a  positive  impact on net  sales of $2.0  million  and $6.3
million in the third  quarter  and first nine months of 2003,  respectively,  as
discussed  below.  In  addition to the  favorable  impact of changes in currency
exchange rates,  sales increased in the third quarter of 2003 as compared to the
third  quarter of 2002 due  principally  to higher  sales  volumes of  precision
ball-bearing  slides.  Offsetting  the  favorable  effect of changes in currency
exchange  rates  during the first nine  months of 2003 as  compared  to the same
period of 2002,  sales  were  negatively  impacted  by lower  sales  volumes  of
ergonomic  computer  support  systems which are impacted by the  continued  soft
demand for office  furniture as well as ongoing weakness in the overall economic
environment.

Cost of goods sold.  The Company's  cost of goods sold  increased 4% in the
third quarter of 2003  compared to 2002 while net sales  increased 8% during the
same  period.  Cost of goods sold  increased 5% in the first nine months of 2003
compared to 2002,  while net sales increased 3%. The Company's gross margin as a
percent of net sales  increased  from 16% in the third quarter of 2002 to 18% in
the third quarter of 2003 and decreased from 18% to 17% in the first nine months
of 2003 as compared to the first nine months of 2002.  Fluctuations  in currency
exchange  rates  negatively  impacted cost of goods sold by  approximately  $2.6
million and $7.6 million for the three and nine month  periods  ended  September
30,  2003,  respectively.  The gross  margin  percent  improvement  in the third
quarter of 2003 as compared to the same  quarter of the prior year is  primarily
due to cost  improvement  initiatives,  such as improving  facility  efficiency,
partially  offset by the  negative  currency  impact and costs to  complete  the
Canadian  facilities  consolidation.  Gross  margin  as a  percent  of net sales
declined  for the nine months  ended  September  30, 2003 versus the same period
last year as the negative currency impact,  facilities  consolidation  expenses,
and a downturn in the European  office  furniture  market  exceeded the positive
impact  of the cost  improvement  initiatives.  The  Company  currently  expects
continued  improvement in gross margins as a percent of net sales resulting from
those cost improvement  initiatives,  but such  improvements  could be offset by
potential adverse changes in foreign currency exchange rates.

Operating  income.  Operating  loss in the  third  quarter  of 2003 was $.3
million  compared to operating  income of $1.3 million for the third  quarter of
2002. Similarly,  operating income in the first nine months of 2003 decreased to
$2.4  million for the first nine  months of 2003 from $6.5  million in the first
nine months of 2002. As a percentage of net sales,  operating income was -1% for
the third  quarter of 2003  compared to 3% for the third  quarter of 2002 and 2%
for the  first-nine  months of 2003  compared to 4% for the same period in 

- 15 -

2002.  Despite the positive  effects of continued  cost  reductions  and certain
price  increases,  operating  income in the third  quarter of 2003  declined  as
compared  to the third  quarter  of 2002 due to the $3.5  million  restructuring
charge,  unfavorable effects of changes in the sales mix,  unfavorable  relative
changes in currency exchange rates,  expenses  associated with the consolidation
of the Company's Canadian  facilities and weak demand due to a continued decline
in the overall European economy.

Currency.  CompX has substantial  operations and assets located outside the
United States  (principally in Canada, the Netherlands and Taiwan). A portion of
CompX's  sales  generated  from  its  non-U.S.  operations  are  denominated  in
currencies other than the U.S. dollar, principally the Canadian dollar, the euro
and the New Taiwan  dollar.  In addition,  a portion of CompX's sales  generated
from its  non-U.S.  operations  are  denominated  in the U.S.  dollar.  Most raw
materials,  labor and other  production  costs for such non-U.S.  operations are
denominated  primarily in local  currencies.  Consequently,  the translated U.S.
dollar  value of CompX's  foreign  sales and  operating  results  are subject to
currency  exchange rate fluctuations  which may favorably or unfavorably  impact
reported  earnings and may affect  comparability of  period-to-period  operating
results.  During  the third  quarter  and first  nine  months of 2003,  currency
exchange  rate  fluctuations  of the  Canadian  dollar  and the euro  positively
impacted the Company's sales  comparisons with the  corresponding  period of the
prior year  (principally  with respect to slide  products),  and  exchange  rate
fluctuations  of the  Canadian  dollar,  the New  Taiwan  dollar  and  the  euro
negatively   impacted  the  Company's   operating  income  comparisons  for  the
corresponding periods.

Net sales were positively  impacted while  operating  income was negatively
impacted  by  currency  exchange  rates in the  following  amounts by segment as
compared  to the  currency  exchange  rates in effect  during the  corresponding
period in the prior year:

Three months ended  Nine months ended
September 30, 2003  September 30, 2003
------------------  ------------------
(In thousands)
Impact on net sales:                                                       

CompX Waterloo ...................................       $   867        $ 2,090
CompX Security Products ..........................          --             --
CompX Regout .....................................         1,100          4,231
-------        -------
Total impact on net sales ........................       $ 1,967        $ 6,321
=======        =======

Impact on operating income (loss):
CompX Waterloo ...................................       $  (885)       $(1,937)
CompX Security Products ..........................          --             --
CompX Regout .....................................          (436)          (677)
-------        -------
Total impact on operating income (loss) ..........       $(1,321)       $(2,614)
=======        =======

Outlook.  While signs of recovery are surfacing in the overall economy, the
Company has not experienced a sustained  strengthening  in customer orders as of
the end of the third quarter of 2003. For the remainder of the year, the Company
does not expect  this  situation  to change  significantly  since a majority  of
CompX's  customers  are in the office  furniture  industry,  which  tends to lag
behind the overall  economy in a recovery.  Additionally,  the  European  office
furniture industry experienced continued economic decline in 2003 that put added
pressure on operating results.  In response to the current economic  conditions,
CompX  continues to focus on improving  lean  manufacturing  efficiency and cost
improvement  initiatives  as well as  pursuing  business  opportunities  for its
products in new market segments.  The Company believes its balance sheet,  which
has enabled spending on growth and profitability improvement initiatives despite
the difficulties of the market environment,  continues to provide the ability to
take  advantage  of new  business  opportunities  as  they  arise.  The  Company
currently  expects to  realize  annual  cost  savings of $3.5 to $4 million as a
result of the current Regout headcount reduction. However, the Company continues
with its ongoing strategic  analysis 

- 16 -

of the  operations,  and  additional  actions  could be taken in the future that
would negatively impact the Company's operating results.

General Corporate and Other Items

Other general  corporate  income  (expense),  net. The  components of other
general  corporate  income  (expense),  net  are  summarized  in  Note  6 to the
Consolidated  Financial  Statements,  and  primarily  include  interest  income,
foreign currency  transaction gains and losses, gains and losses on disposals of
other  assets and a  settlement  gain  relating  to CompX's  terminated  defined
benefit pension plan in 2002. Interest income decreased in the third quarter and
first  nine  months of 2003 as  compared  to the  corresponding  periods in 2002
primarily due to a lower level of funds available for investment.

Interest  expense.  Interest expense increased in the third quarter of 2003
compared to the same period in 2002 due to higher  interest  rates charged under
the Company's new Revolving Bank Credit Agreement  entered into in January 2003.
Interest  expense  declined  in the first nine  months of 2003  compared  to the
corresponding  period in 2002 due primarily to lower average levels of borrowing
under  CompX's  Revolving  Bank  Credit  Agreement  offset,  in part,  by higher
interest rates on the Company's outstanding indebtedness.

Provision  for income  taxes.  The  principal  reasons  for the  difference
between CompX's effective income tax rates and the U.S. federal statutory income
tax rates are  explained  in Note 7 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (county,  state  and/or  country),  and
relative changes in the geographic mix of CompX's pre-tax earnings can result in
fluctuations in the effective income tax rate.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and liabilities  have generally been similar to the
trends in the Company's  earnings.  Net cash  provided by operating  activities,
excluding  changes in assets and  liabilities,  totaled  $11.1  million and $9.3
million in the first nine months of 2002 and 2003, respectively, compared to net
income of $2.4 million and $.5 million, respectively.

Changes  in assets  and  liabilities  result  primarily  from the timing of
production,  sales and  purchases.  The Company  focuses  significant  effort on
managing working capital to maximize cash flow from  operations.  In particular,
the company has implemented lean manufacturing initiatives that have resulted in
a reduction of days in inventory to 60.8 days as of September 30, 2003 from 62.7
days as of December 31, 2002. The change in inventory has generated more than $2
million of cash flow for the nine months ended September 30, 2003. The remaining
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 $9.9
million  and  $7.2   million  in  the  first  nine  months  of  2002  and  2003,
respectively, and substantially consisted of capital expenditures.

Capital  expenditures  for 2003 relate  primarily  to  equipment  additions
designed to increase  automation and improve  manufacturing  efficiencies at the
Company's  facilities.  Capital  expenditures  for the  remainder  of  2003  are
estimated at approximately  $1.5 million to $2.5 million,  the majority of which
relate  to  projects  that  emphasize  improved  production  efficiency  and the
shifting  of  production  capacity  to  lower  cost  facilities.  Firm  purchase
commitments   for  capital   projects  not   commenced  at  September  30,  2003
approximated $.5 million.

- 17 -

Financing  activities.  Net cash used by financing activities totaled $23.6
million  and  $3.3   million  in  the  first  nine  months  of  2002  and  2003,
respectively.  The Company paid a quarterly  dividend of $1.9 million,  or $.125
per share,  in the first  quarter of 2003 and  suspended  its regular  quarterly
dividend  starting in the second  quarter of 2003.  Depending upon the Company's
future  operations  and  requirements  for cash,  it is possible the Company may
decide to resume a quarterly dividend.

Under the terms of the  Company's  $47.5  million  secured  Revolving  Bank
Credit Agreement,  $17.5 million was available for future borrowing at September
30, 2003. The credit agreement is  collateralized  by  substantially  all of the
Company's  United States  assets and at least 65% of the ownership  interests in
the Company's first-tier non-United States subsidiaries. Provisions contained in
the Credit Agreement could result in the acceleration of the indebtedness  prior
to its stated maturity for reasons other than defaults such as failing to comply
with typical financial  covenants.  For example,  the Company's Credit Agreement
allows the lender to accelerate the maturity of the  indebtedness  upon a change
of control (as defined) of the borrower. The terms of the Credit Agreement could
result in the acceleration of all or a portion of the  indebtedness  following a
sale of assets outside of the ordinary course of business.

Management  believes  that cash  generated  from  operations  and borrowing
availability under the Company's Revolving Bank Credit Agreement,  together with
cash on hand,  will be  sufficient  to meet the  Company's  liquidity  needs for
working capital,  capital  expenditures and debt service. To the extent that the
Company's  actual  operating  results  or  other  developments  differ  from the
Company's expectations, CompX's liquidity could be adversely affected.

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,  dividend  policy and estimated
future operating cash flows. As a result of this process, the Company has in the
past  and may in the  future  seek to raise  additional  capital,  refinance  or
restructure  indebtedness,  issue  additional  securities,  modify its  dividend
policy,  repurchase  shares of its common  stock or take a  combination  of such
steps or other  steps to manage its  liquidity  and  capital  resources.  In the
normal   course  of  business,   the  Company  may  review   opportunities   for
acquisitions, divestitures, joint ventures or other business combinations in the
component products industry.  In the event of any such transaction,  the Company
may consider using its then available cash, issuing additional equity securities
or increasing the indebtedness of the Company or its subsidiaries.

Forward Looking Information

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
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 words such as  "believes,"  "intends,"  "may,"
"should," "anticipates," "expects" 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
assurances 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.  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 the following:

- 18 -

o    Future supply and demand for the Company's products,
o    Changes in costs of raw materials and other operating costs (such as energy
costs),
o    General global economic and political conditions,
o    Demand for office furniture,
o    Service industry employment levels,
o    The possibility of labor disruptions,
o    The ability to implement  headcount  reduction in a cost  effective  manner
within the constraints of non-U.S. governmental regulations, and the timing
and amount of any cost savings,
o    Competitive  products  and prices,  including  increased  competition  from
low-cost manufacturing sources (such as China),
o    Substitute products,
o    Customer and competitor strategies,
o    The introduction of trade barriers,
o    The impact of pricing and production decisions,
o    Fluctuations in the value of the U.S.  dollar relative to other  currencies
(such as the euro, Canadian dollar and New Taiwan dollar),
o    Potential difficulties in integrating completed acquisitions,
o    Uncertainties associated with new product development,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
standards for existing and new facilities),
o    The ultimate outcome of income tax audits,
o    The impact of current or future government regulations,
o    Possible future litigation and
o    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  publicly  or  revise  such
statements whether as a result of new information, future events or otherwise.

ITEM 4. Controls and Procedures.

The Company maintains a system of disclosure  controls and procedures.  The
term  "disclosure  controls and  procedures,"  as defined by  regulations of the
Securities  and  Exchange  Commission  (the  "SEC"),  means  controls  and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  or persons
performing  similar  functions,  as appropriate to allow timely  decisions to be
made regarding required disclosure.  Each of David A. Bowers, the Company's Vice
Chairman of the Board,  President  and Chief  Executive  Officer,  and Darryl R.
Halbert,  the Company's Vice President,  Chief Financial Officer and Controller,
have evaluated the Company's  disclosure controls and procedures as of September
30, 2003. Based upon their evaluation,  these executive  officers have concluded
that the Company's  disclosure  controls and  procedures are effective as of the
date of such evaluation.

- 19 -

The Company also  maintains a system of internal  controls  over  financial
reporting.  The term "internal control over financial  reporting," as defined by
regulations  of the SEC, means a process  designed by, or under the  supervision
of, the  Company's  principal  executive and principal  financial  officers,  or
persons  performing  similar  functions,  and effected by the Company's board of
directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial  statements  for  external  purposes  in  accordance  with  accounting
principles  generally  accepted in the United  States of America  ("GAAP"),  and
includes those policies and procedures that:

o    Pertain to the maintenance of records that in reasonable  detail accurately
and fairly reflect the  transactions  and dispositions of the assets of the
Company.
o    Provide reasonable assurance that transactions are recorded as necessary to
permit  preparation  of financial  statements in accordance  with GAAP, and
that  receipts  and  expenditures  of the  Company  are being  made only in
accordance with  authorizations of management and directors of the Company,
and
o    Provide reasonable  assurance  regarding  prevention or timely detection of
unauthorized  acquisition,  use or disposition of the Company's assets that
could  have a  material  effect  on the  Company's  consolidated  financial
statements.

There has been no change to the  Company's  system  of  internal  controls  over
financial  reporting  during  the  quarter  ended  September  30,  2003 that has
materially affected, or is reasonably likely to materially affect, the Company's
system of internal controls over financial reporting.

- 20 -

Part II. OTHER INFORMATION

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

(a)    Exhibits

The Company has retained a signed original of any exhibit listed below that
contains  signatures,  and the  Company  will  provide  any such  exhibit to the
Commission or its staff upon request.

10.1 First  Amendment  to  $47,500,000  Credit  Agreement  between the
Registrant,  Wachovia Bank,  National  Association,  as Agent and
various lending institutions dated October 20, 2003.

31.1 Certification.

31.2 Certification.

32.1 Certification.

32.2 Certification.

(b)    Reports on Form 8-K

Reports on Form 8-K for the quarter ended September 30, 2003:

August 6, 2003 - Reported item 9.

- 21 -

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 October 30, 2003             By /s/Darryl R. Halbert
------------------              ---------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST  AMENDMENT TO CREDIT  AGREEMENT  (this  "Amendment") is made and
entered  into  as of  this  20th  day  of  October,  2003  by  and  among  COMPX
INTERNATIONAL  INC.,  a Delaware  corporation  (the  "Borrower"),  the banks and
lending  institutions  party to the  Credit  Agreement  referred  to below  (the
"Lenders"),   and  WACHOVIA  BANK,  NATIONAL  ASSOCIATION,  a  national  banking
association,  in its  capacity  as  administrative  agent for the  Lenders  (the
"Administrative Agent").

The  Lenders  have  extended  certain  credit  facilities  to the  Borrower
pursuant to the Credit  Agreement dated as of January 22, 2003, by and among the
Borrower,  the  Lenders  and the  Administrative  Agent (as  amended,  restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").

The parties now desire to amend the Credit  Agreement  (with such amendment
to be effective in accordance with Section 3 below) to exclude certain severance
charges  incurred  during the third quarter of 2003 from the calculation of EBIT
for purposes of Section 9.3 (Interest  Coverage  Ratio) subject to the terms and
conditions set forth below.

NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.  Capitalized  Terms.  All capitalized  undefined terms used in this
Amendment shall have the meanings assigned thereto in the Credit Agreement.

2.  Amendment  to Credit  Agreement.  The Credit  Agreement  is hereby
amended by deleting  Section 9.3 (Interest  Coverage  Ratio) in its entirety and
replacing it with the following:

SECTION 9.3  Interest  Coverage  Ratio.  As of any fiscal  quarter end
during the periods set forth below, permit the ratio of

(a) (i)  EBIT  for the  period  of four  (4)  consecutive  fiscal
quarters  ending on or immediately  prior to such date, less (ii) with
respect to the periods of four (4) consecutive  fiscal quarters ending
on September 30, 2003,  December 31, 2003, March 31, 2004 and June 30,
2004,  severance  charges,  in  an  aggregate  amount  not  to  exceed
$4,000,000,  incurred  during the fiscal quarter ending  September 30,
2003 and related to the Borrower's and its Subsidiaries' operations in
the Netherlands, to

(b)  Interest  Expense  for the  period  of four (4)  consecutive
fiscal quarters ending on or immediately prior to such date,

to be less than the corresponding ratio set forth below:

Period                                                          Ratio
Closing Date through and including December 31, 2003            2.25 to 1.00
January 1, 2004 and thereafter                                  2.50 to 1.00

3.  Effectiveness.   This  Amendment  shall  become  effective  as  of
September  30,  2003,  subject  to the  satisfaction  of each  of the  following
conditions (whether satisfied before or after September 30, 2003):

(a) Amendment Documents.  The Administrative Agent shall have received
this Amendment executed by the Borrower,  each of the Subsidiary  Guarantors and
each of the Required Lenders.

(b) Amendment Fee. The Administrative  Agent shall have received,  for
the account of each Lender which shall have executed this Amendment concurrently
with or prior to the  effectiveness  hereof,  an  amendment  fee in an aggregate
amount equal to 0.05% of the aggregate amount of each such Lender's Commitment.

(c) Other Fees and Expenses.  The Administrative Agent shall have been
reimbursed for all fees and out of pocket charges and other expenses incurred in
connection with this Amendment  (including,  without  limitation,  the costs and
expenses  referred  to in Section 8 hereof,  and the Credit  Agreement)  and the
transactions contemplated thereby.

(d) Other Documents.  The Administrative Agent shall have received any
other documents,  certificates or instruments  reasonably  requested  thereby in
connection with the execution of this Amendment.

5. Effect of the Amendment.  Except as expressly  modified hereby, the
Credit  Agreement and the other Loan Documents shall be and remain in full force
and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent
to, a  modification  or amendment  of, any other term or condition of the Credit
Agreement  or any other Loan  Document  or (b) to  prejudice  any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in  connection  with the Credit  Agreement or the other Loan
Documents or any of the  instruments or agreements  referred to therein,  as the
same may be amended or modified from time to time.

6. Representations and Warranties/No Default.

(a) By its execution  hereof,  the Borrower hereby  certifies that (i)
each of the representations and warranties set forth in the Credit Agreement and
the other Loan  Documents  is true and correct as of the date hereof as if fully
set forth herein unless such representations and warranties relate to a specific
date,  in which  case  such  representations  and  warranties  shall be true and
correct as of such  specific  date and (ii) no  Default or Event of Default  has
occurred and is continuing as of the date hereof.

(b) By its execution hereof, the Borrower represents and warrants that
as of the date  hereof  there are no claims or offsets  against or  defenses  or
counterclaims  to any of the  obligations  of  the  Borrower  or any  Subsidiary
Guarantor under the Credit Agreement or any other Loan Document.

(c) By its  execution  hereof,  the  Borrower  hereby  represents  and
warrants that the Borrower and each  Subsidiary  Guarantor has the right,  power
and  authority  and has  taken  all  necessary  corporate  and  other  action to
authorize the  execution,  delivery and  performance  of this Amendment and each
other  document  executed  in  connection  herewith  to  which  it is a party in
accordance with their respective  terms.  This Amendment and each other document
executed in connection herewith has been duly executed and delivered by the duly
authorized officers of the Borrower and each Subsidiary Guarantor, and each such
document constitutes the legal, valid and binding obligation of the Borrower and
each Subsidiary Guarantor, enforceable in accordance with its terms.

7.  Acknowledgement  by  Subsidiary  Guarantors.  By  their  execution
hereof,  each of the Subsidiary  Guarantors hereby expressly (a) consents to the
modifications  and amendments set forth in this Amendment,  (b) reaffirms all of
its respective covenants, representations,  warranties and other obligations set
forth in the Subsidiary Guaranty Agreement and the other Loan Documents to which
it is a party and (c)  acknowledges,  represents  and agrees that its respective
covenants,  representations,  warranties and other  obligations set forth in the
Subsidiary  Guaranty  Agreement  and the other Loan  Documents  to which it is a
party remain in full force and effect.

8.  Costs  and  Expenses.   The  Borrower  shall  pay  all  reasonable
out-of-pocket costs and expenses of the Administrative  Agent in connection with
the preparation,  execution and delivery of this Amendment,  including,  without
limitation,   the  reasonable  fees  and   disbursements   of  counsel  for  the
Administrative Agent.

9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY,  CONSTRUED  AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.

10.   Counterparts.   This  Amendment  may  be  executed  in  separate
counterparts,  each of which when  executed and delivered is an original but all
of which taken together constitute one and the same instrument.

11. Fax Transmission.  A facsimile,  telecopy or other reproduction of
this  Amendment may be executed by one or more parties  hereto,  and an executed
copy  of this  Amendment  may be  delivered  by one or more  parties  hereto  by
facsimile or similar  instantaneous  electronic  transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid,  binding and effective for all
purposes.  At the  request of any party  hereto,  all  parties  hereto  agree to
execute an  original of this  Amendment  as well as any  facsimile,  telecopy or
other reproduction hereof.

[Signatures Pages Follow]

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

BORROWER:

COMPX INTERNATIONAL INC., as Borrower

By: /s/ Darryl R. Halbert
Name:   Darryl R. Halbert
Title:  Chief Financial Officer

[Signature Pages Continue]

SUBSIDIARY GUARANTORS:

COMPX SECURITY PRODUCTS, INC.

By: /s/ Darryl R. Halbert
Name:   Darryl R. Halbert
Title:  Vice President - Finance

THOMAS REGOUT USA, INC.

By:  /s/ Darryl R. Halbert
Name:    Darryl R. Halbert
Title:   Treasurer

[Signature Pages Continue]
AGENTS AND LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender

By: /s/ Thomas F. Snider
Name:   Thomas F. Snider
Title:  Vice President

COMPASS BANK, as Lender

By: /s/ Key Coker
Name:   Key Coker
Title:  Executive Vice President

COMERICA BANK, as Lender

By:/s/Janet Wheeler
Name: Janet Wheeler
Title:Corporate Banking Officer

Exhibit 31.1

CERTIFICATION

I,  David A.  Bowers,  the Vice  Chairman  of the  Board,  President  and  Chief
Executive Officer of CompX International Inc., certify that:

1)   I have reviewed this quarterly  report on Form 10-Q of CompX  International
Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
a material  fact or omit to state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements
were made,  not  misleading  with  respect  to the  period  covered by this
report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in  this  report,  fairly  present  in all  material
respects the financial  condition,  results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules  13a-15(e) and 15d - 15(e)) for the registrant and we
have:

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;
b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

5)   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting, to
the registrant's  auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a)   All  significant  deficiencies  in the design or operation of internal
control  over  financial  reporting  which  are  reasonably  likely to
adversely  affect  the  registrant's   ability  to  record,   process,
summarize and report financial information; and

b)   Any fraud, whether or not material,  that involves management or other
employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Date:  October 30, 2003

/s/David A. Bowers
----------------------------------
David A. Bowers
Vice Chairman of the Board, President
and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Darryl R. Halbert, the Vice President, Chief Financial Officer and Controller
of CompX International Inc., certify that:

1)   I have reviewed this quarterly  report on Form 10-Q of CompX  International
Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
a material  fact or omit to state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements
were made,  not  misleading  with  respect  to the  period  covered by this
report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in  this  report,  fairly  present  in all  material
respects the financial  condition,  results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
have:

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;
b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

5)   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting, to
the registrant's  auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a)   All  significant  deficiencies  in the design or operation of internal
control over financial  reporting which are reasonably likely to could
adversely  affect  the  registrant's   ability  to  record,   process,
summarize and report financial information; and

b)   Any fraud, whether or not material,  that involves management or other
employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Date:  October 30, 2003

/s/Darryl R. Halbert
---------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company) on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the Report), I, David A.
Bowers, Vice Chairman of the Board, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.

/s/David A. Bowers
----------------------------------------
David A. Bowers
Vice Chairman of the Board, President and Chief Executive Officer
October 30, 2003

Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company) on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Darryl R.
Halbert, Vice President,  Chief Financial Officer and Controller of the Company,
certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted  pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.

/s/Darryl R. Halbert
------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller
October 30, 2003

Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.