SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A-1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2001

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.)

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

Registrant's telephone number, including area code:          (972) 233-1700   
--------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class                         which registered

Class A common stock                      New York Stock Exchange
($.01 par value per share)

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

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

As of March 1, 2002, 5,103,280, shares of Class A common stock were outstanding.
The  aggregate  market  value of the 4.7 million  shares of voting stock held by
nonaffiliates of Valhi, Inc. as of such date approximated $62.0 million.

Documents incorporated by reference

The  information  required by Part III is  incorporated  by  reference  from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to  Regulation  14A not later  than 120 days  after the end of the  fiscal  year
covered by this report.

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  2001 as set forth  below  and in the pages  attached
hereto:

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.     

Exhibit No. 99.1, Annual Report of the CompX  Contributory  Retirement
Plan (Form  11-K) for the year ended  December  31,  2001 (filed as an
amendment to the Registrant's  Annual Report on Form 10-K for the year
ended December 31, 2001).

SIGNATURE

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

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

Dated:  June 11, 2002                    By:  /s/ Stuart M. Bitting
---------------------
Stuart M. Bitting
Vice President, Treasurer and
Chief Financial Officer

Exhibit 99.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - For the
fiscal year ended December 31, 2001

Commission file number 1-13905
-------

A. Full title of the plan and the address of the plan,  if  different  from
that of the issuer named below:

COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

B. Name of  issuer  of the  securities  held  pursuant  to the plan and the
address of its principal executive office:

COMPX INTERNATIONAL INC.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

SIGNATURE

Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

COMPX CONTRIBUTORY RETIREMENT PLAN

By:  ADMINISTRATIVE COMMITTEE OF THE
COMPX CONTRIBUTORY RETIREMENT PLAN

By:  /s/ Darryl R. Halbert               
------------------------------------
Darryl R. Halbert
Committee Member

June 11, 2002

COMPX CONTRIBUTORY RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

December 31, 2001

with

REPORT OF INDEPENDENT ACCOUNTANTS

COMPX CONTRIBUTORY RETIREMENT PLAN

Index of Financial Statements and Supplemental Schedules

Page

Report of Independent Accountants                                      2

Financial Statements

Statements of Net Assets Available for Benefits -
December 31, 2000 and 2001                                        3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2001                                      4

Notes to Financial Statements                                       5-8

Supplemental Schedules

Schedule G, part 3 - Schedule of Nonexempt Transactions
for the year ended December 31, 2001                               9

Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes - December 31, 2001                            10

Report of Independent Accountants

To the Administrative Committee of
CompX Contributory Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of CompX Contributory Retirement Plan (the "Plan") at December 31, 2000 and 2001
and the changes in net assets available for benefits for the year ended December
31, 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the  Plan's  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America  which  require  that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule of
Nonexempt  Transactions and Schedule of Assets Held for Investment  Purposes are
presented for the purpose of additional  analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the  Employee  Retirement  Income  Security  Act  of  1974.  These  supplemental
schedules are the  responsibility  of the Plan's  management.  The  supplemental
schedules have been subjected to the auditing  procedures  applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

PricewaterhouseCoopers LLP

Dallas, Texas
May 30, 2002

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2000 and 2001

2000             2001
----             ----

Assets:

Investments at fair value ....................      $13,754,694      $13,681,452

Contributions receivable:
Employer ...................................          666,730          451,572

Participant ................................           41,469             --
-----------      -----------

Net assets available for benefits ........      $14,462,893      $14,133,024
===========      ===========

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2001

Additions:
Investment income -

interest and dividends .....................................    $    503,017
------------

Contributions:
Employer ..................................................         550,261
Participants ..............................................       1,097,236
------------

1,647,497

Total additions .........................................       2,150,514
------------

Deductions:
Net depreciation in fair value of investments ...............       2,525,578
Benefits to participants ....................................       1,327,736
Administrative expenses .....................................           1,375
------------

Total deductions ........................................       3,854,689
------------

Net decrease in net assets available for benefits .............      (1,704,175)

Transfers from:
Thomas Regout USA Inc. Salary Deferral Plan .................       1,172,991

Chicago Lock Company Employee 401(K) Retirement Plan ........         155,196

Chicago Lock Company SEIU Local 1 401(K) Retirement Plan ....          46,119

Net assets available for benefits:
Beginning of year ...........................................      14,462,893
------------

End of year .................................................    $ 14,133,024
============

COMPX CONTRIBUTORY RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The following  description of the Compx  Contributory  Retirement
Plan (the "Plan") provides only general  information.  Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.

The Plan is a defined  contribution plan which covers eligible salaried and
hourly  U.S.  employees  of  CompX   International  Inc.  and  its  subsidiaries
(collectively,  the  "Employer").  Employees are eligible to  participate in the
Plan as of the first entry date, as defined,  concurrent  with or next following
the completion of one year of employment and attaining 20 years of age. The Plan
is subject to the provisions of the Employee  Retirement  Income Security Act of
1974, as amended ("ERISA").

The Employer is a 69%-owned  subsidiary of Valhi, Inc. Valhi is a 94%-owned
subsidiary of Contran  Corporation.  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 and Chief  Executive  Officer of each of
Contran  and Valhi,  may be deemed to  control  each of such  companies  and the
Employer.

Effective  October 1, 2001, the Thomas Regout USA Inc. Salary Deferral Plan
was merged into the Plan and all of the assets of such plan were  transferred to
the Plan.

In September 2001, the undistributed  assets from Chicago Lock Company SEIU
Local 1  401(K)  Retirement  Plan  and  Chicago  Lock  Company  Employee  401(K)
Retirement Plan  (collectively,  the "Chicago  Plans") were transferred into the
Plan.  The Chicago Plans were  terminated  effective  December 31, 2000, and any
assets that could not be distributed to individual participants were transferred
to the Plan.

Contributions.  The Plan permits  participants  to defer 1% to 15% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$10,500  in 2001  (subject  to  adjustment  in future  years),  through  payroll
deductions.  The Employer's  contribution is based upon a profit-sharing formula
and the  Employer's  profit,  as defined,  during the Plan year.  The Employer's
contribution is allocated to participants'  accounts on a percentage or matching
basis relative to the  participants'  contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by  participants  who  withdraw  from the Plan.  At December  31, 2000 and 2001,
unallocated  forfeited nonvested accounts were $18,627 and $21,274 respectively.
For the years ended  December 31, 2000 and 2001,  $20,615 and nil of forfeitures
were used to reduce employer contributions, respectively.

Vesting and benefits.  Salary deferrals  (including  earnings  thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination  of  employment,   retirement,  death  or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Benefits are recorded when paid.

Participants'  accounts.  Participants can direct the Plan administrator to
invest, in 1% increments,  their account balance in  publicly-traded  registered
investment  companies or pooled funds  administered by Putnam  Investments or in
CompX  International  Inc.  common stock.  Below are the investment fund options
available to participants at December 31, 2001:

Putnam  Voyager Fund - Seeks  capital  appreciation.  Invests  primarily in
common stocks.

Putnam Vista Fund - Seeks capital appreciation. Invests primarily in common
stocks.

Putnam OTC and Emerging Growth Fund - Seeks capital  appreciation.  Invests
primarily  in common  stocks of small- to  medium-sized  "emerging  growth"
companies traded in the over-the-counter ("OTC") market.

The George  Putnam Fund of Boston - Seeks to provide a balanced  investment
which will  produce both capital  growth and current  income.  Invests in a
diversified group of stocks and bonds.

PIMCO  Total  Return  Fund  -  Seeks  maximum   current  income  and  price
appreciation.  Invests in intermediate - maturity  fixed-income  securities
from all major sectors of the bond market.

UAM ICM Small  Company  Portfolio  Fund - Seeks  maximum,  long-term  total
return. Invests in common stocks of smaller to midsize companies.

Putnam  Stable  Value Fund - This pooled fund seeks  stable  principal  and
relatively   high  current  income.   Invests   primarily  in  high-quality
fixed-income investments.

Putnam  Asset   Allocation   Fund  -  Growth   Portfolio  -  Seeks  capital
appreciation. Invests in both stocks and bonds.

Putnam Asset  Allocation  Fund - Balanced  Portfolio - Seeks total  return.
Invests in both stocks and bonds.

Putnam S&P 500 Index Fund - Seeks to mirror the performance and composition
of Standard & Poor's 500 Composite Index.

Equity Income Fund - Seeks to provide current income by investing primarily
in Diversified Portfolio of income producing equity securities.

Putnam International Growth Fund - Seeks capital  appreciation.  Invests in
growth and value stocks outside of the United States.

Putnam Asset Allocation Fund - Conservative  Portfolio - Seeks total return
with preservation of capital. Invests in both stocks and bonds.

Company  Stock Fund - Invests in CompX  International  Inc.  class A common
stock.

The above fund descriptions provide only general information.  Participants
should refer to the Prospectus of each fund for a more complete description.

Each participant's account is credited with the participant's  contribution
and an allocation of the Employer's  contribution and Plan earnings, and charged
with  an  allocation  of  administrative  expenses.  Allocations  are  based  on
participant earnings, matching or account balances, as defined in the Plan.

In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants,  as permitted by the Plan. These loans, which are secured
by the balance in the participant's account, bear interest at rates ranging from
5.75% to 10.5% and mature through 2016.

Plan termination.  The Employer has the right under the Plan to discontinue
its  contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA.  In the event the Plan is  terminated,  the accounts of all
participants will become fully vested.

Basis of accounting.  The financial  statements of the Plan are prepared in
accordance with accounting principles generally accepted in the United States of
America. Valuation of investments is more fully described in Note 2.

Management estimates. The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets,  liabilities,   and  changes  therein,  and  disclosure  of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.

Risks and  uncertainties.  The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of  administering  the Plan.  The Plan  provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 2001 administrative expenses.

Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified  plan under Section  401(a) and Section 401(k) of the Internal
Revenue Code (the  "Code"),  and is therefore  exempt from federal  income taxes
under provisions of Section 501(a) of the Code.

The Plan has been amended since it was notified of its exempt status by the
Internal Revenue Service. Management believes the Plan currently is designed and
operates  in  accordance  with  the  applicable  requirements  of the  Code  and
therefore  remains exempt from federal income taxes under  provisions of Section
501(a) of the Code. In February 2002, the Plan submitted the Plan's  document to
the Internal Revenue Service for approval.

Note 2 - Investments:

General.  The  assets  of the  Plan are  held  and the  related  investment
transactions  are  executed by Putnam  Fiduciary  Trust  Company as trustee (the
"Trustee")  of the CompX  Master  401(k)  Plan  Trust (the  "Trust").  The Trust
invests  in  publicly-traded  registered  investment  companies,   pooled  funds
administered by Putnam  Investments and CompX  International Inc. class A common
stock  (see Note 1). The Plan's  investments  are stated at fair value  based on
quoted  market  prices  and net  appreciation  (depreciation)  for  the  year is
reflected in the Plan's  statement of changes in net assets  available  for plan
benefits.  The net  appreciation  (depreciation)  consists of realized  gains or
losses and unrealized appreciation or depreciation on investments.

The following presents  investments that represent 5 percent or more of the
Plan's net assets at year end:

December 31,
2000            2001
----            ----

Putnam Voyager Fund (class Y shares) ...........      $3,831,317      $3,043,075

Putnam Stable Value Fund (pooled fund) .........       2,719,778       2,854,648

Putnam Vista Fund (class Y shares) .............       3,327,830       2,006,590

PIMCO Total Return Fund ........................            --         1,113,511

The George Putnam Fund of Boston
(class Y shares) ..............................         564,989       1,004,358

Putnam S&P 500 Index Fund (pooled fund) ........         401,758         978,530

Note 3 - Deposit of participant contributions:

ERISA requires employees to transfer  participant elective deferrals to the
Plan's trust account  within a specified  period of time. In 2001,  the Employer
did not  transfer  certain  contributions  within  the time  required  by ERISA.
However,  all  contributions  have been transferred to the Plan's trust account,
and as prescribed by the regulations, additional amounts have been contributed.

COMPX CONTRIBUTORY RETIREMENT PLAN

SCHEDULE G, PART 3 - SCHEDULE OF NONEXEMPT TRANSACTIONS
For the year ended December 31, 2001

Expenses
Incurred in
Description                                     Connection with
Party                   Relationship            of             Loan        Net Gain on        Transaction
-----------
Involved                    to Plan          Transaction       Amount       Transaction

Thomas Regout USA Inc.              Sponsor            Loan - late           $7,124          $517            $   -
deposit of
contribution

Thomas Regout USA Inc.              Sponsor            Loan - late           $6,859          $882            $   -
deposit of
contribution

COMPX CONTRIBUTORY RETIREMENT PLAN

SCHEDULE H, line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 2001

Fair
value

*Putnam Voyager Fund - Class Y ................................      $ 3,043,075
*Putnam Stable Value Fund (Common/Collective Trust) ...........        2,854,648
*Putnam Vista Fund - Class Y ..................................        2,006,590
*PIMCO Total Return Fund ......................................        1,113,511
*The George Putnam Fund of Boston - Class Y ...................        1,004,358
*Putnam S&P 500 Index Fund (Common/Collective Trust) ..........          978,530
*Putnam International Growth Fund - Class Y ...................          505,559
*Putnam OTC and Emerging Growth Fund - Class Y ................          399,559
*UAM ICM Small Company Portfolio Fund .........................          388,363
*Putnam Equity Income Fund - Class Y ..........................          365,469
*Putnam Asset Allocation Fund -
Balanced Portfolio - Class Y ................................           72,531
*Putnam Asset Allocation Fund -
Growth Portfolio - Class Y ..................................           52,530
*Putnam Asset Allocation Fund -
Conservative Portfolio - Class Y ............................           44,014

*CompX International Inc. Class A common stock ................          208,654

*Loans to participants (with interest rates from
5.75% to 10.5%), mature through 2016 ........................          644,061
-----------

$13,681,452

* party in interest

EXHIBIT 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (File No.  333-56163) of CompX  International  Inc. of our
report  dated  May  30,  2002,   relating  to  the  financial   statements   and
supplementary schedules of the CompX Contributory Retirement Plan, which appears
in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 11, 2002