UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

Date of Report (Date of the earliest event reported)
January 7, 2005
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CompX International Inc.
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(Exact name of Registrant as specified in its charter)

Delaware                     1-13905                      57-0981653
-------------------        ------------------             -----------------
(State or other              (Commission                   (IRS Employer
jurisdiction of              File Number)                  Identification
incorporation)                                                 No.)

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

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

(Former name or former address, if changed
since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[  ]   Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01       Entry into a Material Definitive Agreement.

On  January  7,  2005,  the  registrant  entered  into  an  amendment  (the
"Amendment") to its Credit  Agreement dated January 22, 2003 with Wachovia Bank,
National  Association,  a national banking association,  as administrative agent
for the lenders that are a party to the agreement (the "Credit Agreement").  The
Amendment:

(i) waives the asset sale  prohibition in the Credit  Agreement to the
extent necessary to permit a sale of CompX's European subsidiaries;

(ii) waives the mandatory  commitment  reduction  requirements  in the
Credit Agreement as it pertains to a sale of CompX's European subsidiaries;

(iii)  waives  the  investment  restriction  covenant  in  the  Credit
Agreement  to the  extent  necessary  to permit  CompX to  receive  partial
payment  for a sale  of  CompX's  European  subsidiaries  in the  form of a
subordinated note;

(iv) deletes CompX Europe B.V. and  subsidiaries  from the  subsidiary
schedule to the Credit Agreement; and

(v) releases  that  portion of the capital  stock of CompX Europe B.V.
that is pledged as collateral under the Credit Agreement.

The Amendment  becomes effective upon the closing of a sale of CompX Europe
B.V. subject to certain conditions, one of which is the condition that a sale of
CompX Europe B.V. close within one year of the date of the Amendment.

SIGNATURE

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 hereunto duly authorized.

CompX International Inc.
(Registrant)

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

Date:  January 12, 2005