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 March 31, 2002            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
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(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

Number of shares of Class A common stock outstanding on May 3, 2002: 5,103,280.

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.          FINANCIAL INFORMATION

Item 1.        Financial Statements.

Consolidated Balance Sheets - December 31, 2001
and March 31, 2002                                   3-4

Consolidated Statements of Income -
Three months ended March 31, 2001 and 2002            5

Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2001 and 2002            6

Consolidated Statements of Cash Flows -
Three months ended March 31, 2001 and 2002           7-8

Consolidated Statement of Stockholders' Equity -
Three months ended March 31, 2002                     9

Notes to Consolidated Financial Statements           10-15

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                16-19

Part II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.                     20

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                    December 31,     March 31,
2001           2002
------        -------

Current assets:

Cash and cash equivalents ........................      $ 33,309      $ 32,643
Accounts receivable, net .........................        23,422        24,490
Income taxes receivable from affiliates ..........           351           351
Other receivable from affiliate ..................          --              48
Refundable income taxes ..........................         2,032         2,165
Inventories ......................................        30,902        29,108
Prepaid expenses and other .......................         2,902         2,777
Deferred income taxes ............................         1,944         1,885
--------      --------

Total current assets .........................        94,862        93,467
--------      --------

Other assets:
Goodwill .........................................        38,882        38,687
Other intangible assets ..........................         2,440         2,458
Deferred income taxes ............................         3,132         3,036
Prepaid rent .....................................         1,079         1,066
Other ............................................           577           395
--------      --------

Total other assets ...........................        46,110        45,642
--------      --------

Property and equipment:
Land .............................................         4,368         4,332
Buildings ........................................        26,182        26,284
Equipment ........................................        92,683        96,245
Construction in progress .........................         4,618         4,363
--------      --------

127,851       131,224

Less accumulated depreciation ....................        42,815        45,916
--------      --------

Net property and equipment ...................        85,036        85,308
--------      --------

$226,008      $224,417
========      ========

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,    March 31,
2001           2002
--------      ---------

Current liabilities:

Current maturities of long-term debt ...........     $      56      $  49,044
Accounts payable and accrued liabilities .......        23,168         22,206
Payable to affiliate ...........................            15            120
Deferred income taxes ..........................           291            290
Income taxes ...................................         1,000            900
---------      ---------

Total current liabilities ..................        24,530         72,560
---------      ---------

Noncurrent liabilities:
Long-term debt .................................        49,000           --
Deferred income taxes ..........................         7,573          8,429
Accrued pension costs ..........................           660           --
Deferred gain on sale/leaseback ................         1,221          1,159
---------      ---------

Total noncurrent liabilities ...............        58,454          9,588
---------      ---------

Stockholders' equity:
Preferred stock ................................          --             --   
Class A common stock ...........................            62             62
Class B common stock ...........................           100            100
Additional paid-in capital .....................       119,224        119,224
Retained earnings ..............................        50,966         50,409
Accumulated other comprehensive income
- currency translation ........................       (16,013)       (16,211)
Treasury stock .................................       (11,315)       (11,315)
---------      ---------

Total stockholders' equity .................       143,024        142,269
---------      ---------

$ 226,008      $ 224,417
=========      =========

Commitments and contingencies (Note 1)

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

Three months ended March 31, 2001 and 2002

(In thousands, except per share data)

2001         2002
----         ----

Net sales ..............................................   $ 59,583    $ 48,569
Cost of sales ..........................................     45,711      38,862
--------    --------
13,872       9,707

Selling, general and administrative ....................      7,067       7,187
--------    --------

Operating income ...................................      6,805       2,520

Other general corporate income, net ....................       (239)       (311)
Interest expense .......................................        804         683
--------    --------

Income before income taxes .........................      6,240       2,148

Provision for income taxes .............................      2,515         817
--------    --------

Net income .........................................   $  3,725    $  1,331
========    ========

Basic and diluted earnings per common share ............   $    .24    $    .09
========    ========

Cash dividends per share ...............................   $  0.125    $  0.125
========    ========

Shares used in the calculation of per share amounts:
Basic earnings per common share ......................     15,255      15,103
Dilutive impact of outstanding stock options .........          1          14
--------    --------

Diluted earnings per common share ....................     15,256      15,117
========    ========

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended March 31, 2001 and 2002

(In thousands)

2001         2002
----         ----

Net income ...........................................     $ 3,725      $ 1,331

Other comprehensive loss -
currency translation adjustment, net of tax ........      (3,503)        (198)
-------      -------

Comprehensive income ...........................     $   222      $ 1,133
=======      =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, 2001 and 2002

(In thousands)

2001        2002
----        ----

Cash flows from operating activities:

Net income .............................................   $ 3,725    $ 1,331
Depreciation and amortization ..........................     3,596      3,080
Deferred income taxes ..................................       334      1,010
Other, net .............................................       103       (258)
-------    -------
7,758      5,163
Change in assets and liabilities:
Accounts receivable ..................................      (833)    (1,377)
Inventories ..........................................      (803)     1,794
Accounts payable and accrued liabilities .............    (5,409)      (963)
Accounts with affiliates .............................       174         57
Income taxes .........................................     1,153       (233)
Other, net ...........................................       (80)        73
-------    -------

Net cash provided by operating activities ..........     1,960      4,514
-------    -------

Cash flows from investing activities -
capital expenditures ....................................    (3,766)    (3,699)
-------    -------

Cash flows from financing activities:
Indebtedness:
Additions ...........................................     7,000       --   
Principal payments ..................................    (2,268)       (13)
Dividends ..............................................    (1,890)    (1,888)
Common stock reacquired ................................    (2,442)      --
-------    -------

Net cash provided (used) by financing activities ...       400     (1,901)
-------    -------

Net decrease in cash and cash equivalents ................   $(1,406)   $(1,086)
=======    =======

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Three months ended March 31, 2001 and 2002

(In thousands)

2001              2002
----              ----

Cash and cash equivalents:
Net change from operating, investing

and financing activities ...................        $(1,406)        $ (1,086)
Currency translation ........................            296              420
-------         --------
(1,110)            (666)

Balance at beginning of period ..............          9,820           33,309
-------         --------

Balance at end of period ....................        $ 8,710         $ 32,643
=======         ========

Supplemental disclosures:
Cash paid for:
Interest ..................................        $   963         $    581
Income taxes ..............................          1,054              173

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Three months ended March 31, 2002

(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, 2001    $62   $100   $119,224   $ 50,966    $(16,013)   $(11,315)   $ 143,024

Net income ..................    --    --        --        1,331        --          --          1,331

Other comprehensive loss, net    --    --        --         --          (198)       --           (198)

Cash dividends ..............    --    --        --       (1,888)       --          --         (1,888)
---   ----   --------   --------    --------    --------    ---------

Balance at March 31, 2002 ...   $62   $100   $119,224   $ 50,409    $(16,211)   $(11,315)   $ 142,269
===   ====   ========   ========    ========    ========    =========

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, 2001 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2002 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim periods ended March 31, 2001 and 2002 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, 2001 (the "2001 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 2001 Annual
Report.

The  Company  is  69%  owned  by  Valhi,   Inc.  (NYSE:  VHI)  and  Valhi's
wholly-owned  subsidiary Valcor,  Inc. Contran  Corporation  holds,  directly or
through  subsidiaries,  approximately 94% 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 and Chief Executive Officer of each of Contran,  Valhi and Valcor,  may be
deemed to control such companies and the Company.

Note 2 - Business segment information:

The Company defines its operations in terms of three  operating  segments -
CompX Security  Products,  CompX  Waterloo and CompX Europe.  The CompX Security
Products segment, with manufacturing  facilities in South Carolina and Illinois,
manufactures  locking  mechanisms and other  security  products for sales to the
office furniture,  banking,  vending,  computer and other industries.  The CompX
Waterloo segment, with facilities in Canada,  Michigan and Taiwan, and the CompX
Europe segment, with facilities in the Netherlands,  both manufacture a complete
line  of   precision   ball  bearing   slides  for  use  in  office   furniture,
computer-related  equipment,  tool storage cabinets and other applications,  and
manufacture  or  distribute   ergonomic  computer  support  systems  for  office
furniture.  Because of the similar  economic  characteristics  between the CompX
Waterloo and CompX Europe segments and due to the identical  products,  customer
types,  production  processes  and  distribution  methods  shared  by these  two
segments, they have been aggregated into a single reportable segment for segment
reporting purposes.

Three months ended
March 31,
2001             2002
----             ----
(In thousands)

Net sales:

CompX Waterloo/CompX Europe ..................       $ 39,057        $ 30,388
CompX Security Products ......................         20,526          18,181
--------        --------

Total net sales ............................       $ 59,583        $ 48,569
========        ========

Operating income:
CompX Waterloo/CompX Europe ..................       $  4,234        $    411
CompX Security Products ......................          2,571           2,109
--------        --------

Total operating income .....................          6,805           2,520

Interest expense ...............................           (804)           (683)
Other general corporate income, net ............            239             311
--------        --------

Income before income taxes ...................       $  6,240        $  2,148
========        ========

Note 3 - Inventories:

December 31,         March 31,
2001               2002
------            -------
(In thousands)

Raw materials ............................            $ 9,677            $ 8,787
Work in process ..........................             12,619             12,416
Finished products ........................              8,494              7,849
Supplies .................................                112                 56
-------            -------

$30,902            $29,108
=======            =======

Note 4 - Goodwill and other intangible assets:

Goodwill.  Changes in the  carrying  amount of goodwill is presented in the
table below.

Operating segment
CompX Waterloo/   CompX Security
CompX Europe        Products     Total
(In millions)

Balance at December 31, 2001 ................      $15.2              $23.7      $38.9
Goodwill acquired during
the period .................................       --                  --         --
Changes in foreign exchange rates ...........        (.2)               --         (.2)
-----              -----      -----

Balance at March 31, 2002 ...................      $15.0              $23.7      $38.7
=====              =====      =====

Upon  adoption  of SFAS No.  142,  Goodwill  and Other  Intangible  Assets,
effective  January  1, 2002 (See Note 10),  the  goodwill  related  to the CompX
Security  Products  segment  and the CompX  Waterloo/CompX  Europe  segment  was
assigned  to  reporting  units (as defined in SFAS No.  142)  consisting  of the
reportable operating segments to which the goodwill relates.

Other  intangible  assets.   Other  intangible  assets  consisting  of  the
estimated fair value of certain patents acquired,  are stated net of accumulated
amortization  of $1.1  million  at March  31,  2002  (December  31,  2001 - $1.0
million).  Such  intangible  assets  have been,  and will  continue  to be after
adoption  of  SFAS  No.  142  effective  January  1,  2002,   amortized  by  the
straight-line  method  over the  lives of the  patents  (approximately  11 years
remaining  at March 31, 2002) with no assumed  residual  value at the end of the
life of the patents. Amortization expense of intangible assets was approximately
$60,000 in each of the first three  months of 2001 and 2002,  and is expected to
be approximately $250,000 in each of calendar years 2002 through 2006.

Note 5 -       Accounts payable and accrued liabilities:

December 31,      March 31,
2001             2002
------           ------
(In thousands)

Accounts payable                                         $ 9,459         $ 9,655
Accrued liabilities:
Employee benefits ..............................           6,619           6,685
Insurance ......................................             361             427
Royalties ......................................             223             157
Restructuring ..................................           2,278           1,733
Deferred gain on sale/leaseback ................             479             503
Other ..........................................           3,749           3,046
-------         -------

$23,168         $22,206
=======         =======

In 2001, a charge of $2.7 million was recorded  related to a  consolidation
and rationalization of CompX's European  operations.  This restructuring  effort
included headcount reductions of about 35 employees at the Company's Maastricht,
the Netherlands  facility,  substantially  all of which had been  implemented by
December 31, 2001.  Through  March 31, 2002,  approximately  $1.0 million of the
total  charge has been paid.  Of the  remainder,  $1.2 million is expected to be
paid in the last nine months of 2002 and $500,000 in 2003.

Note 6 - Indebtedness:

December 31,  March 31,
2001         2002
------      -------
(In thousands)

Revolving bank credit facility, due February 2003 ......     $49,000     $49,000
Capital lease obligations and other ....................          56          44
-------     -------

49,056      49,044
Less current maturities ................................          56      49,044
-------     -------

$49,000     $  --
=======     =======

Note 7 - Other general corporate income, net:

Three months ended
March 31,
2001         2002
----         ----
(In thousands)

Interest income ......................................       $ 153        $ 184
Foreign currency transactions, net ...................         109         (290)
Defined benefit pension plan settlement gain .........        --            677
Other, net ...........................................         (23)        (260)
-----        -----

$ 239        $ 311
=====        =====

As of January 1, 2001, the Company ceased providing future benefits under a
defined benefit pension plan covering  substantially all full-time  employees of
Thomas Regout  International  B.V. This action reduced  certain  pension benefit
obligations  and resulted in a curtailment  gain in the fourth  quarter of 2001.
Certain other  remaining  obligations  related to the terminated plan were fully
settled  during the first  quarter of 2002,  resulting in a  settlement  gain of
approximately $677,000.

Note 8 - Provision for income taxes:

Three months ended
March 31,
2001        2002
----        ----
(In thousands)

Expected tax expense .................................      $ 2,184       $ 752
Non-U.S. tax rates ...................................          (97)        (87)
No tax benefit for amortization of goodwill ..........          174        --
Other, net ...........................................          254         152
-------       -----

$ 2,515       $ 817
=======       =====

Note 9 - Accounting principles newly adopted in 2002:

Goodwill.  The Company adopted Statement of Financial  Accounting Standards
("SFAS") No. 142,  Goodwill and Other Intangible  Assets,  effective  January 1,
2002.  Under SFAS No. 142,  goodwill is no longer amortized on a periodic basis.
Goodwill is subject to an impairment  test to be performed at least on an annual
basis, and impairment reviews may result in future periodic  write-downs charged
to  earnings.  Under the  transition  provisions  of SFAS No. 142,  all goodwill
existing as of June 30, 2001 ceased to be  periodically  amortized as of January
1, 2002, and all goodwill arising in a purchase business  combination  completed
on or after July 1, 2001 was not  periodically  amortized  from the date of such
combination.

As  discussed  in Note 4, the  Company  has  assigned  its  goodwill to two
reporting  units (as that term is defined in SFAS No. 142).  Under SFAS No. 142,
such goodwill  will be deemed to not be impaired if the estimated  fair value of
the CompX Security  Products and CompX  Waterloo/CompX  Europe  reporting  units
exceeds the respective net carrying value of such reporting units, including the
allocated  goodwill.  If the  fair  value  of the  reporting  unit is less  than
carrying value, then a goodwill impairment loss would be recognized equal to the
excess,  if any, of the net carrying  value of the reporting  unit goodwill over
its implied fair value (up to a maximum  impairment  equal to the carrying value
of the goodwill). The implied fair value of reporting unit goodwill would be the
amount equal to the excess of the  estimated  fair value of the  reporting  unit
over the amount that would be  allocated  to the  tangible  and  intangible  net
assets of the reporting unit (including  unrecognized  intangible  assets) as if
such  reporting  unit had  been  acquired  in a  purchase  business  combination
accounted for in accordance with GAAP as of the date of the impairment testing.

In determining the estimated fair value of the reporting units, the Company
will use discounted cash flows valuation techniques.

The Company has completed  its initial,  transitional  goodwill  impairment
analysis under SFAS No. 142 as of January 1, 2002,  and no goodwill  impairments
were deemed to exist. In accordance  with the  requirements of SFAS No. 142, the
Company will review  goodwill of the reporting  units for impairment  during the
third quarter of each year starting in 2002.  Goodwill will also be reviewed for
impairment   at  other  times  during  each  year  when  events  or  changes  in
circumstances indicate that an impairment might be present.

As shown in the following table, the Company would have reported net income
of $4.2 million, or $.28 per share, for the three months ended March 31, 2001 if
the goodwill  amortization included in the Company's reported net income had not
been recognized.

Three months ended
March 31,
2001         2002
----         ----
(In millions, except
per share amounts)

Net income as reported ...............................        $ 3.7        $ 1.3
Adjustment - goodwill amortization ...................           .5         --
-----        -----
Adjusted net income ..................................        $ 4.2        $ 1.3
=====        =====

Diluted net income per share as reported .............        $ .24        $ .09
Adjustment - goodwill amortization ...................          .04         --
-----        -----
Adjusted diluted net income per share ................        $ .28        $ .09
=====        =====

Impairment  of  long-lived  assets.  The  Company  adopted  SFAS  No.  144,
Accounting  for the  Impairment  or Disposal  of  Long-Lived  Assets,  effective
January 1, 2002.  SFAS No. 144 retains the  fundamental  provisions  of existing
GAAP with  respect  to the  recognition  and  measurement  of  long-lived  asset
impairment  contained  in  SFAS  No.  121,  Accounting  for  the  Impairment  of
Long-Lived  Assets and for Lived-Lived  Assets to be Disposed Of. However,  SFAS
No. 144 provides new guidance intended to address certain  implementation issues
associated  with SFAS No.  121,  including  expanded  guidance  with  respect to
appropriate  cash  flows  to be used to  determine  whether  recognition  of any
long-lived  asset  impairment  is  required,  and if required how to measure the
amount of the  impairment.  SFAS No. 144 also requires that any net assets to be
disposed of by sale are to be  reported  at the lower of carrying  value or fair
value less cost to sell, and expands the reporting of discontinued operations to
include any  component of an entity with  operations  and cash flows that can be
clearly distinguished from the rest of the entity.  Adoption of SFAS No. 144 did
not have a significant effect on the Company as of January 1, 2002.

Note 10 - Accounting principles not yet adopted:

The  Company  will  adopt SFAS No.  143,  Accounting  for Asset  Retirement
Obligations,  no later than January 1, 2003.  Under SFAS No. 143, the fair value
of a liability  for an asset  retirement  obligation  covered under the scope of
SFAS No.  143  would be  recognized  in the  period in which  the  liability  is
incurred,  with an  offsetting  increase in the  carrying  amount of the related
long-lived  asset.  Over time,  the  liability  would be accreted to its present
value, and the capitalized cost would be depreciated over the useful life of the
related asset.  Upon settlement of the liability,  an entity would either settle
the obligation for its recorded amount or incur a gain or loss upon  settlement.
The Company is still  studying this  standard to determine,  among other things,
whether it has any asset  retirement  obligations  which are  covered  under the
scope of SFAS No. 143, and the effect,  if any, to the Company of adopting  SFAS
No. 143 has not yet been determined.

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

Overview

The Company  reported  net income of $1.3  million in the first  quarter of
2002, a decrease of 64% from net income of $3.7 million for the first quarter of
2001.

As discussed in Note 9 to the Consolidated Financial Statements,  beginning
in 2002 the Company no longer  recognizes  periodic  amortization of goodwill in
its  results  of  operations.  The  Company  would have  reported  net income of
approximately  $4.2  million  in the first  quarter of 2001,  or about  $500,000
higher, if goodwill  amortization  included in the Company's reported net income
had not been recognized.  Of such $500,000  difference,  approximately  $200,000
relates  to  amortization  of  goodwill  attributable  to  the  Company's  CompX
Waterloo/CompX  Europe  segment  and  $300,000  relates to the  Company's  CompX
Security Products segment.

Results of Operations

Three months ended
March 31,              
-----------------          %
2001         2002        Change
----         ----        ------
(In millions)

Net sales:

CompX Waterloo/CompX Europe ...........       $39,057       $30,388       -22%
CompX Security Products ...............        20,526        18,181       -11%
-------       ----

Total net sales .....................       $59,583       $48,569       -18%
=======       ====

Operating income:
CompX Waterloo/CompX Europe ...........       $ 4,234       $   411       -90%
CompX Security Products ...............         2,571         2,109       -18%
-------       ----

Total operating income ..............       $ 6,805       $ 2,520       -63%
=======       ====

Net sales.  Net sales decreased $11.0 million,  or 18%, to $48.6 million in
the first quarter of 2002 from $59.6  million in the first quarter of 2001.  The
decrease  is  principally  due to  decreased  demand  for the  Company's  office
furniture  products  resulting from  continued  weak economic  conditions in the
manufacturing  sector in North America and Europe,  and the negative  effects of
fluctuations in currency  exchange rates. Net sales of slide products  decreased
27% in the first quarter of 2002 compared to the first quarter of 2001,  and net
sales of ergonomic and security products decreased 23% and 11%, respectively for
the same comparable periods.

Operating  income.  Operating  income in the first quarter of 2002 was $2.5
million  compared to $6.8 million for the first quarter of 2001,  decreasing 63%
over the first quarter of 2001. As a percentage of net sales,  operating  income
was 5% for the first  quarter of 2002  compared to 11% for the first  quarter of
2001.  Despite  the  positive  effects  of  continued  cost  reductions  and  no
amortization of goodwill in 2002, operating income for the first quarter of 2002
as  compared  to the  first  quarter  of  2001  was  adversely  impacted  by the
continuing  decline in volume  levels and the  related  impact on  manufacturing
efficiencies together with the effects of changes in the sales mix (particularly
at the  CompX  Waterloo/CompX  Europe  segment).  Operating  income at the CompX
Waterloo/CompX  Europe  segment  decreased 90% in the first three months of 2002
compared  to the first  quarter  of 2001,  while  operating  income at the CompX
Security  Products  segment  decreased  18% for the  same  period.  If  goodwill
amortization  included  in  CompX's  reported  operating  income  had  not  been
recognized  during the first three months of 2001,  total operating income would
have decreased 66% in the first three months of 2002 compared to the first three
months of 2001.  Similarly,  operating  income at the  CompX  Security  Products
segment  would  have   decreased   28%  and   operating   income  at  the  CompX
Waterloo/CompX  Europe segment would have decreased 91% for the same  comparable
period. Note 9 to the Consolidated Financial Statements more fully discusses the
transitional impact of the adoption of SFAS No. 142 as of January 1, 2002.

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,  approximately  60% of CompX's sales generated from
its Canadian  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
first  quarter of 2002,  currency  exchange  rate  fluctuations  of the Canadian
dollar,  the New Taiwan  dollar and the euro  negatively  impacted the Company's
sales comparisons with the  corresponding  period of the prior year (principally
with respect to slide products). Excluding the effect of currency, the Company's
sales  decreased 17% in the first quarter of 2002 compared to the  corresponding
period  in 2001  and the  sales of the  Company's  CompX  Waterloo/CompX  Europe
segment  decreased 19% for the same period.  Currency exchange rate fluctuations
with respect to the Canadian dollar positively affected CompX's operating income
comparisons  with the  corresponding  period of the prior year whereas  exchange
rate  fluctuations  in the euro, New Taiwan dollar and other  currencies did not
materially  impact these operating income  comparisons.  Excluding the effect of
currency,  operating  income decreased 67% in the first quarter of 2002 compared
to 2001  and  operating  income  for the  CompX  Waterloo/CompX  Europe  segment
decreased 97%.

Outlook.  The current weak economic  cycle is expected to continue and will
resultantly have a negative impact on CompX's results for the remainder of 2002.
Given the uncertainty of the overall economic  conditions and that a significant
portion of CompX's revenue is derived from the office  furniture  industry which
tends to lag in its recovery behind the rest of the economy,  CompX continues to
balance its focus on  opportunities  outside of the office  furniture  industry.
Focus on cost improvement  initiatives and prudent balance sheet management also
continues in order to minimize the impact of lower sales to the office furniture
industry and to  favorably  position the Company to meet demand when the economy
recovers.

General Corporate and other items

Other  general  corporate  income,  net. The  components  of other  general
corporate  income,  net are summarized in Note 7 to the  Consolidated  Financial
Statements,  and primarily include interest income, foreign currency transaction
gains and losses and a settlement  gain relating to CompX's  terminated  defined
benefit pension plan. See Note 7 to the Consolidated Financial Statements.

Interest  income  increased in the first quarter of 2002 as compared to the
corresponding  period in 2001 primarily due to a higher level of funds available
for investment.  Also included in other general corporate income,  net are other
gains and losses on disposals of property and equipment and other assets.

Interest  expense.  Interest  expense declined in the first quarter of 2002
compared to the first quarter of 2001 due  primarily to lower  average  interest
rates on CompX's  Revolving Senior Credit Facility.  Assuming  interest rates do
not increase  significantly  from year-end 2001 levels,  interest expense in the
remainder  of 2002 is  expected  to  continue  to be lower  compared to the same
periods in 2001 due to anticipated  debt reduction in 2002 using  available cash
on hand.

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 8 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (county  and/or  state),  and  relative
changes  in the  geographic  mix of  CompX's  pre-tax  earnings  can  result  in
fluctuations in the effective income tax rate.

As discussed in Note 9 to the Consolidated Financial Statements,  effective
January 1, 2002,  the  Company no longer  recognizes  periodic  amortization  of
goodwill.  Under GAAP,  generally there is no income tax benefit  recognized for
financial reporting purposes attributable to goodwill amortization. Accordingly,
ceasing to  periodically  amortize  goodwill  beginning  in 2002  resulted  in a
reduction  in the  Company's  overall  effective  income tax rate as compared to
2001.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding changes in assets and liabilities, are generally similar to the trends
in the Company's earnings. Such cash flows totaled $7.8 million and $5.2 million
in the first quarter of 2001 and 2002,  respectively,  compared to net income of
$3.7 million and $1.3 million, respectively.

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

Investing  activities.  Net cash used by investing  activities totaled $3.8
million and $3.7 million in the first quarter of 2001 and 2002, respectively.

The capital  expenditures for 2002 relate primarily to tooling costs at the
Company's  facilities and equipment additions designed to improve  manufacturing
efficiencies at the Company's security products and ergonomic and slide products
facilities.  Capital  expenditures for 2002 are estimated at  approximately  $10
million to $13 million,  the majority of which relate to projects that emphasize
improved  production  efficiency and shifting  production capacity to lower cost
facilities.  Firm  purchase  commitments  for capital  projects not commenced at
March 31, 2002 approximated $1.2 million.

Financing  activities.  Net cash  provided  (used) by financing  activities
totaled  $400,000  and  ($1.9)  million  in the first  quarter of 2001 and 2002,
respectively.  The Company paid its regular quarterly  dividend of $1.9 million,
or $.125 per share, in the first quarter of 2002.

CompX's  board of  directors  has  authorized  CompX to  purchase up to 1.5
million  shares  of its  common  stock in open  market  or  privately-negotiated
transactions  over an  unspecified  period of time.  Through March 31, 2002, the
Company had purchased 1.1 million shares pursuant to such  authorization  for an
aggregate of $11.3 million. None of such shares were purchased during 2002.

Management  believes  that cash  generated  from  operations  and borrowing
availability under the Company's  unsecured  revolving bank credit facility ($51
million available for borrowing at March 31, 2002),  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital  expenditures,  debt service and dividends for the  foreseeable  future.
CompX expects to renew its existing  revolving bank credit facility prior to its
expiration  in  February  2003.  There can be no  assurance  however,  that such
renewal will occur, or that the Company will be able to obtain  comparable terms
under the new credit facility.

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 in light of its capital resources
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 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  available  cash,   issuing   additional  equity  securities  or
increasing the indebtedness of the Company or its subsidiaries.

As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
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," "expected" or comparable terminology, or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
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,  future  supply and demand for the  Company's  products,  changes in
costs of raw materials and other operating costs (such as energy costs), general
global economic and political conditions,  demand for office furniture,  service
industry  employment levels,  the possibility of labor disruptions,  competitive
products and prices,  substitute products,  customer and competitor  strategies,
the  introduction  of trade  barriers,  the  impact of  pricing  and  production
decisions,  fluctuations  in the  value of the  U.S.  dollar  relative  to other
currencies (such as the euro, Canadian dollar and New Taiwan dollar),  potential
difficulties in integrating  completed  acquisitions,  uncertainties  associated
with new product  development,  environmental  matters (such as those  requiring
emission and discharge  standards for existing and new  facilities),  government
regulations  and possible  changes  therein,  possible  future  litigation,  the
ability of the Company to renew or obtain credit  facilities and other risks and
uncertainties.   Should  one  or  more  of  these  risks   materialize  (or  the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected.  The Company  disclaims any intention or obligation to update publicly
or revise such statements whether as a result of new information,  future events
or otherwise.

Part II. OTHER INFORMATION

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

(a)    Exhibits

None

(b)    Reports on Form 8-K

Reports on Form 8-K for the quarter ended March 31, 2002.

None

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 May 9, 2002                  By /s/ Stuart M. Bitting      
---------------                 ---------------------------
Stuart M. Bitting
Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date May 9, 2002                  By /s/ Darryl R. Halbert      
---------------                 ---------------------------
Darryl R. Halbert
Vice President and Controller
(Principal Accounting Officer)