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, 2001            Commission file number 1-13905
--------------                                   -------

COMPX INTERNATIONAL INC.
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(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 4, 2001: 5,117,280.

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.          FINANCIAL INFORMATION

Item 1.        Financial Statements.

Consolidated Balance Sheets - December 31, 2000
and March 31, 2001                                   3-4

Consolidated Statements of Income -
Three months ended March 31, 2000 and 2001            5

Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2000 and 2001            6

Consolidated Statements of Cash Flows -
Three months ended March 31, 2000 and 2001           7-8

Consolidated Statement of Stockholders' Equity -
Three months ended March 31, 2001                     9

Notes to Consolidated Financial Statements           10-12

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                13-15

Part II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.                     16

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                     December 31,   March 31,
2000          2001
------        ------

Current assets:

Cash and cash equivalents ........................      $  9,820      $  8,710
Accounts receivable ..............................        30,833        30,631
Income taxes receivable from affiliates ..........           305           203
Refundable income taxes ..........................         2,165           996
Inventories ......................................        36,246        36,160
Prepaid expenses and other .......................         2,408         1,999
Deferred income taxes ............................         1,209         1,150
--------      --------

Total current assets .........................        82,986        79,849
--------      --------

Other assets:
Goodwill .........................................        42,213        41,188
Other intangible assets ..........................         2,646         2,623
Deferred income taxes ............................         1,813         1,754
Other ............................................           868           743
--------      --------

Total other assets ...........................        47,540        46,308
--------      --------

Property and equipment:
Land .............................................         5,709         5,676
Buildings ........................................        34,500        36,146
Equipment ........................................        78,357        75,794
Construction in progress .........................         9,787        11,896
--------      --------
128,353       129,512
Less accumulated depreciation ....................        33,394        35,584
--------      --------

Net property and equipment ...................        94,959        93,928
--------      --------

$225,485      $220,085
========      ========

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,    March 31,
2000          2001
--------       -------

Current liabilities:

Current maturities of long-term debt ...........     $   1,638      $     413
Accounts payable and accrued liabilities .......        26,487         20,073
Payable to affiliate ...........................          --               94
Deferred income taxes ..........................           103             32
Income taxes ...................................           648            518
---------      ---------

Total current liabilities ..................        28,876         21,130
---------      ---------

Noncurrent liabilities:
Long-term debt .................................        39,000         45,011
Deferred income taxes ..........................         4,852          5,170
Accrued pension costs ..........................         1,168          1,114
Other ..........................................           626            807
---------      ---------

Total noncurrent liabilities ...............        45,646         52,102
---------      ---------

Stockholders' equity:
Preferred stock ................................          --             --   
Class A common stock ...........................            62             62
Class B common stock ...........................           100            100
Additional paid-in capital .....................       119,194        119,194
Retained earnings ..............................        51,395         53,230
Accumulated other comprehensive income
- currency translation ........................       (11,123)       (14,626)
Treasury stock .................................        (8,665)       (11,107)
---------      ---------

Total stockholders' equity .................       150,963        146,853
---------      ---------

$ 225,485      $ 220,085
=========      =========

Commitments and contingencies (Note 1)

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

Three months ended March 31, 2000 and 2001

(In thousands, except per share data)

2000         2001
----         ----

Net sales ..............................................   $ 66,067    $ 59,583
--------    --------

Costs and expenses:
Cost of sales ........................................     48,523      45,711
Selling, general and administrative ..................      6,818       7,067
Other income, net ....................................       (227)       (239)
Interest expense .....................................        533         804
--------    --------

55,647      53,343
--------    --------

Income before income taxes and minority interest ...     10,420       6,240

Provision for income taxes .............................      3,855       2,515
--------    --------

Income before minority interest ....................      6,565       3,725

Minority interest ......................................         (3)       --
--------    --------

Net income .........................................   $  6,568    $  3,725
========    ========

Basic and diluted earnings per common share ............   $    .41    $    .24
========    ========

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

Shares used in the calculation of per share amounts:
Basic earnings per common share ......................     16,148      15,255
Dilutive impact of outstanding stock options .........          8           1
--------    --------

Diluted earnings per common share ....................     16,156      15,256
========    ========

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended March 31, 2000 and 2001

(In thousands)

2000         2001
----         ----

Net income ...........................................     $ 6,568      $ 3,725

Other comprehensive income -
currency translation adjustment, net of tax ........      (2,002)      (3,503)
-------      -------

Comprehensive income ...........................     $ 4,566      $   222
=======      =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, 2000 and 2001

(In thousands)

2000        2001
----        ----

Cash flows from operating activities:

Net income ............................................   $  6,568    $ 3,725
Depreciation and amortization .........................      3,235      3,596
Deferred income taxes .................................        326        334
Other, net ............................................       (354)       103
--------    -------
9,775      7,758
Change in assets and liabilities:
Accounts receivable .................................       (635)      (833)
Inventories .........................................     (2,692)      (803)
Accounts payable and accrued liabilities ............     (1,547)    (5,409)
Accounts with affiliates ............................        (33)       174
Income taxes ........................................        606      1,153
Other, net ..........................................       (237)       (80)
--------    -------

Net cash provided by operating activities .........      5,237      1,960
--------    -------

Cash flows from investing activities:
Capital expenditures ..................................     (4,322)    (3,766)
Purchase of business unit .............................     (9,409)      --
Other, net ............................................        263       --
--------    -------

Net cash used by investing activities .............    (13,468)    (3,766)
--------    -------

Cash flows from financing activities:
Indebtedness:
Additions ..........................................     12,062      7,000
Principal payments .................................       (375)    (2,268)
Dividends .............................................     (2,019)    (1,890)
Common stock reacquired ...............................       --       (2,442)
Issuance of common stock ..............................         36       --
--------    -------

Net cash provided by financing activities .........      9,704        400
--------    -------

Net increase (decrease) in cash and cash equivalents ....   $  1,473    $(1,406)
========    =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Three months ended March 31, 2000 and 2001

(In thousands)

2000          2001
----          ----

Cash and cash equivalents:
Net change from operating, investing

and financing activities ...........................    $  1,473     $(1,406)
Business unit acquired ..............................         250        --
Currency translation ................................        (175)        296
--------     -------
1,548      (1,110)

Balance at beginning of period ......................      12,169       9,820
--------     -------

Balance at end of period ............................    $ 13,717     $ 8,710
========     =======

Supplemental disclosures:
Cash paid for:
Interest ..........................................    $    453     $   963
Income taxes ......................................       2,915       1,054

Business unit acquired - net assets consolidated:
Cash and cash equivalents .........................    $    250     $  --   
Goodwill and other intangible assets ..............       2,514        --
Other non-cash assets .............................       8,429        --
Liabilities .......................................      (1,784)       --
--------     -------

Cash paid .........................................    $  9,409     $  --
========     =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Three months ended March 31, 2001

(In thousands)

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

Balance at December 31, 2000 ..   $62      $100   $119,194   $ 51,395    $(11,123)   $ (8,665)   $ 150,963

Net income ....................    --       --        --        3,725        --          --          3,725

Other comprehensive income, net    --       --        --         --        (3,503)       --         (3,503)

Cash dividends ................    --       --        --       (1,890)       --          --         (1,890)

Common stock reacquired .......    --       --        --         --          --        (2,442)      (2,442)
---      ----   --------   --------    --------    --------    ---------

Balance at March 31, 2001 .....   $62      $100   $119,194   $ 53,230    $(14,626)   $(11,107)   $ 146,853
===      ====   ========   ========    ========    ========    =========

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, 2000 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2001 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim periods ended March 31, 2000 and 2001 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, 2000 (the "2000 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 2000 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 93% 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.

The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
No. 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  as
amended,  effective  January 1, 2001.  Under SFAS No. 133, all  derivatives  are
recognized  as either  assets or  liabilities  and  measured at fair value.  The
accounting  for changes in fair value of  derivatives  depends upon the intended
use of the derivative,  and such changes are recognized  either in net income or
other comprehensive income. As permitted by the transition  requirements of SFAS
No. 133, as amended, the Company has exempted from the scope of SFAS No. 133 all
host contracts  containing  embedded  derivatives  which were issued or acquired
prior to January 1, 1999.  Other than certain currency  forward  contracts,  the
Company  was not a party to any  significant  derivative  or hedging  instrument
covered by SFAS No. 133 during the first  quarter of 2001.  The  accounting  for
such currency forward  contracts under SFAS No. 133 is not materially  different
from the  accounting  for such  contracts  under  prior  accounting  rules,  and
therefore the impact to the Company of adopting SFAS No. 133 was not material.

Note 2 -       Business segment information:

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

Three months ended
March 31,
2000             2001
----             ----
(In thousands)

Net sales ....................................        $ 66,067         $ 59,583
========         ========

Operating income .............................        $ 10,726         $  6,805
Interest expense .............................            (533)            (804)
General corporate income, net ................             227              239
--------         --------

Income before income taxes ...............        $ 10,420         $  6,240
========         ========

Note 3 -       Inventories:

December 31,         March 31,
2000               2001
------             ------
(In thousands)

Raw materials ............................            $11,866            $13,989
Work in process ..........................             11,454             11,617
Finished products ........................             12,811             10,425
Supplies .................................                115                129
-------            -------

$36,246            $36,160
=======            =======

Note 4 -       Accounts payable and accrued liabilities:

December 31,       March 31,
2000              2001
-----             -----
(In thousands)

Accounts payable ...........................           $12,560           $ 9,257
Accrued liabilities:
Employee benefits ........................             7,898             7,294
Insurance ................................               311               160
Royalties ................................               470               279
Other ....................................             5,248             3,083
-------           -------

$26,487           $20,073
=======           =======

Note 5 - Indebtedness:

December 31,      March 31,
2000            2001
------          ------
(In thousands)

Revolving bank credit facility ...................        $39,000        $45,000
Capital lease obligations and other ..............          1,638            424
-------        -------

40,638         45,424
Less current maturities ..........................          1,638            413
-------        -------

$39,000        $45,011
=======        =======

Note 6 - Other income:

Three months ended
March 31,
2000          2001
----          ----
(In thousands)

Interest income ....................................         $128         $ 153
Foreign currency transactions, net .................           84           109
Other, net .........................................           15           (23)
----         -----

$227         $ 239
====         =====

Note 7 - Provision for income taxes:

Three months ended
March 31,
2000           2001
----           ----
(In thousands)

Expected tax expense ...............................      $ 3,647       $ 2,184
Non-U.S. tax rates .................................           62           (97)
No tax benefit for amortization of goodwill ........          156           174
Other, net .........................................          (10)          254
-------       -------

$ 3,855       $ 2,515
=======       =======

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 risk  associated  with
receivables  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 accounted for as hedging  instruments
under SFAS No. 133. At December 31, 2000,  the Company held  contracts to manage
such  exchange  rate risk to exchange an aggregate  of U.S.  $9.1 million for an
equivalent  amount of Canadian  dollars at an exchange  rate of Cdn.  $1.482 per
U.S. dollar.  Such contracts  matured through March 2001. At March 31, 2001, the
Company did not hold any such contracts.

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

Overview

The Company  reported  net income of $3.7  million in the first  quarter of
2001, a decrease of 43% from net income of $6.6 million for the first quarter of
2000.

Results of Operations

Net sales.  Net sales  decreased $6.5 million,  or 10%, to $59.6 million in
the first quarter of 2001 from $66.1  million in the first quarter of 2000.  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
14% in the first  quarter of 2001  compared  to the first  quarter of 2000,  and
sales of ergonomic and security products  decreased 2% and 8%,  respectively for
the same comparable periods.

Operating  income.  Operating  income in the first quarter of 2001 was $6.8
million compared to $10.7 million for the first quarter of 2000,  decreasing 37%
over the first quarter of 2000. As a percentage of net sales,  operating  income
was 11% for the first  quarter of 2001  compared to 16% for the first quarter of
2000.  Reductions  in  manufacturing  fixed  costs  and  selling,   general  and
administrative  expenses from the fourth  quarter of 2000  partially  offset the
effect of the decline in net sales.  Despite these cost reductions,  the decline
in volume levels and the related impact on manufacturing  efficiencies  together
with the effects of changes in the sales mix,  adversely  impacted the operating
income margins for the first quarter of 2001 as compared to the first quarter of
2000.

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 Dutch guilder,  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 2001,  currency exchange rate fluctuations
of the Canadian  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 8% in the first quarter of 2001  compared to the  corresponding
period in 2000. 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 and other  currencies  did not  materially  impact these  operating  income
comparisons. Excluding the effect of currency, operating income decreased 42% in
the first quarter of 2001 compared to 2000.

Outlook.  The current weak economic  cycle is expected to continue and will
resultantly  have a  negative  impact on the  Company's  sales.  Therefore,  the
Company  continues  implementing  various  cost control  initiatives,  including
ongoing  company-wide  headcount  rationalization  efforts  which  have  reduced
headcount by 12% during the first quarter of 2001, operational cost improvements
and certain reductions in selling,  general and administrative  expenses.  These
cost  reduction  measures are  designed to minimize the adverse  effect of lower
sales  and more  favorably  position  the  Company  when the  economy  recovers.
Nevertheless,  the Company remains concerned regarding the duration and severity
of the weak economic cycle and its overall impact on the Company's business.

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 $9.8 million and $7.8 million
in the first quarter of 2000 and 2001,  respectively,  compared to net income of
$6.6 million and $3.7 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 $13.5
million and $3.8  million in the first  quarter of 2000 and 2001,  respectively.
Investing  activities in the first quarter of 2000 included $9.4 million used to
acquire  substantially  all of the operating assets of Chicago Lock Company.  No
such business acquisitions occurred in the first quarter of 2001.

The capital  expenditures for 2001 relate  primarily to capacity  expansion
and 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 2001 are
estimated at  approximately  $15 million to $18  million,  the majority of which
relate to projects that emphasize improved  production  efficiency and increased
production  capacity.   Firm  purchase  commitments  for  capital  projects  not
commenced at March 31, 2001 were not material.

Financing  activities.  Net cash provided by financing  activities  totaled
$9.7 million and $400,000 in the first  quarter of 2000 and 2001,  respectively.
The Company paid its regular  quarterly  dividend of $1.9 million,  or $.125 per
share,  in the first quarter of 2001 and used $2.4 million to reacquire  243,100
shares of its Class A common stock.  The Company also  increased its  borrowings
under its  unsecured  revolving  bank  credit  facility  by a net amount of $6.0
million  and repaid its  short-term  bank  borrowing  denominated  in New Taiwan
dollars during the first quarter of 2001.

Management  believes  that cash  generated  from  operations  and borrowing
availability under the Company's  unsecured  revolving bank credit facility ($55
million available for borrowing at March 31, 2001),  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.

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  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,  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 and Canadian  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  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

10.1    Employment agreement between Registrant and Wouter J. Dammers,
effective August 30, 1999.

(b) Reports on Form 8-K

Reports on Form 8-K for the quarter ended March 31, 2001.

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 10, 2001                 By /s/ Stuart M. Bitting      
---------------------------
Stuart M. Bitting
Vice President and
Chief Financial Officer

Employment Agreement

Maastricht, August 30, 1999

The undersigned:

o    CompX  International  Inc.,  represented  in  this  matter  by  Mr.  J.  S.
Compofelice, C.E.O., hereinafter to be called the "Employer"; and

o    Mr.  Wouter J. Dammers,  born on April 9, 1952,  and residing in Heiloo the
Netherlands, hereinafter to be called the "Employee";

WHEREAS:

o    The employer  wishes to employ Mr.  Dammers as the President of its various
operations in Europe and other areas of the world, a/o as Managing Director
of Thomas  Regout  International  B.V.  which  company  will fulfill all of
Employers  obligations as stated in and/or  resulting from this  employment
contract.  o The parties hereby wish to document the employment contract in
writing.

HEREBY AGREE AS FOLLOWS:

1.   As  from   September  20,  1999,  Mr.  Dammers  will  enter  the  company's
employment. This Employment Contract is concluded for an indefinite period,
but will in any  event  end on the day on which the  Employee  reaches  the
retirement  age.  The first six months of this  employment  will be a trial
period.  During that period,  both parties may  terminate  this  Employment
Contract without cause or compensation.

2.   Employee's  duties may change  from time to time at the  discretion  of the
C.E.O. of CompX International Inc.

3.   The gross annual salary is NLG 320,000 (three  hundred and twenty  thousand
Dutch guilders),  including 8% holiday allowance, which salary will be paid
in 12 equal monthly installments in arrears.

4.   The  Employee  will take part in the  (performance)  bonus  system of CompX
International  Inc.  The bonus  scheme  applicable  to the  Employee  fully
described Appendix 1 to this Employment Contract. The basic targets are the
following  percentages of base pay: 25% at Level A; 50% at Level B; and 75%
at Level C.

5.   The Employee may each year be granted employee share options with regard to
shares in CompX  International  Inc. listed on the New York Stock Exchange.
The employee share option scheme of CompX  International Inc. is set out in
Appendix 2 to this Employment Contract. Initial grant will be 10,000 shares
subject  to the  approval  of the Board of  Directors  of CompX at the next
regularly scheduled meeting.

6.   Employee's base salary,  target bonus  percentages and stock options awards
will be reviewed  periodically in accordance with the practices followed by
CompX International Inc. for its senior executives.

7.   The Employee  will be reimbursed  for all ordinary and  necessary  business
expense  incurred in  accordance  with the  practices and policies at CompX
International Inc. and consistent with Dutch tax regulations.

8.   Employer  will  provide  the  Employee  with a company car with a catalogue
value of  approximately  NLG 100,000.  All other costs will also be for the
company's  account.  The  Employee is  permitted to use the car for private
purposes.

9.   The  pension  insurance  rights  are set out in  Appendix  3, which will be
attached to this Employment Contract.

10.  The company has taken out collective  medical  expenses  insurance.  If the
Employee takes part in this  insurance,  he will receive a compensation  of
50% of the premium to be paid for full  insurance  on the basis of class 2B
for the parents and class 3 for the children.

11.  In the even of sickness or  disablement,  Employer will continue to pay the
Employee  his annual  salary as  described  above for a period of one year,
increased by all perquisites  attached  thereto,  on a net basis. The rules
applicable  at the  company on  reporting  sick and on medical  inspections
apply accordingly.

12.  Supplemental  disablement  insurance  will be taken out in  relation to the
amount by which the  Employee's  income  exceeds the income limit under the
WAO (Dutch Disablement  Benefits Act), without any costs being involved for
the Employee.  The  disablement  pension  amounts to 70% of the  difference
between the most  recently  applicable  annual salary and the most recently
applicable  annual wage on which the benefits under the WAO are calculated.
The insured  pension is subject to a maximum limit which in 1999 amounts to
fl. 102,434. In the event of partial disablement,  the insured pension will
be proportionally lower.

13.  If and in so far as the Employee can exercise any claim for damages against
one or more  parties on the  grounds of loss of salary  with  regard to his
disablement,  the  payments  referred  to  above  will  be  paid  by way of
advances,  subject to the condition that the Employee  assign his claims up
to the amounts that he has thus received as advances to the company.

14.  Accident  insurance and business travel insurance  policies have been taken
out for employees of Employer, without any costs being involved for them.

15.  The Employee is entitled to 25 days'  holiday a year, as well as 13 days in
connection  with the reduction of working  hours (ATV).  Some of those days
are collectively fixed each year.

16.  Employee  acknowledges  and  agrees  that he will  not,  without  the prior
written  consent  of the  Employer,  at any  time  during  the term of this
Agreement  or any time  thereafter,  except as may be required by competent
legal  authority  or as required by the  Employer  to be  disclosed  in the
course  of  performing  Employee's  duties  under  this  Agreement  for the
Employer,  use or disclose to any person,  firm or other legal entity,  any
confidential records, secrets or information related to the Employer or any
parent,   subsidiary   or  affiliated   person  on  entity   (collectively,
"Confidential   Information").   Confidential  Information  shall  include,
without limitation,  information about the Employer's Inventions,  customer
lists, marketing,  management information systems and production processes.
Employee  acknowledges  and agrees  that all  Confidential  Information  of
Employer  and/or its  affiliates  that he may  acquire  will be received in
confidence  and as a fiduciary  of the  Employer.  Employee  will  exercise
utmost  diligence  to  protect  and guard  such  Confidential  Information.
Employee  agrees that he will not take with him upon the termination of his
employment  with  Employer,  any  document or paper,  or any  photocopy  or
reproduction  or  duplication   thereof,   relating  to  any   Confidential
Information.

17.  Employer is entitled in the  Netherlands  and abroad to any patents arising
from  inventions  that the Employee may come up with during the term of his
employment  and for a period  of one year  after its  termination  that are
related to the activities or products of Employer.

18.  The Employee  will make every effort to properly  perform his work and will
accept management  positions at the request of affiliated companies without
stipulating  any  compensation  therefore.  Termination of this  Employment
Contract automatically implies termination of the work referred to here.

19.  Upon termination of this Employment  Contract for reasons other than cause,
the Employee  shall observe a notice period of three months.  Under current
legislation,  the notice  period to be  observed by Employer is six months.
Severance  pay in the event of  termination  for  reasons  other than cause
shall be six  months  of base pay  before  move  takes  place  and one year
thereafter.   Cause  is   defined   as  breach  of   Employee's   fiduciary
responsibility  and in engaging in illegal activity that causes harm to the
Employer. Notice of termination may be given only effective from the end of
a calendar month.

20.  Employee will be reimbursed for the actual cost of moving to the Maastricht
general area including the normal cost of removal, commission and fees.

21.  The  Employee's  work  area  covers  several  countries,   but  under  this
Employment  Contract the  Netherlands  must be regarded as his  operational
base, which means that this Employment Contract is governed by Dutch law.

Agreed in Maastricht, the Netherlands,  and drawn up in three original copies on
August 30, 1999.

CompX International Inc.                    Employee

/s/ Joseph S. Compofelice                   /s/ Wouter J. Dammers              
-------------------------------------       ------------------------------------
Joseph S. Compofelice                       Wouter J. Dammers
Chief Executive Officer

Appendix III to the Employment  Contract  concluded between CompX  International
Inc. and Mr. Wouter J. Dammers

Pension

The  pension  insurance  has been  placed  with the  pension  fund for the Metal
Industry PMI, up to the maximum amount to be insured at that pension fund.

The pensionable salary is set at the total gross annual income,  minus the fixed
amount (10/7 x AOW  (benefits  under the Dutch General Old Age Pensions Act) for
married persons).

The pension rights under the pension fund of the Metal Industry PMI are:

a.   an old age pension  commencing at the age of 65,  amounting to 1.75% of the
pensionable  salary for each  fictitious  year of service  yet to be worked
until the age of 65;

b.   a widow's pension, amounting to 70% of the old age pension;

c.   an orphans'  pension,  amounting to 20% of the insured  widow's pension per
orphan, or to 40% in the even of full orphans,  to be paid until the orphan
reaches  the age of 18. At  present,  7.6% of the premium due is payable by
the Employee.

You will not take part in our supplemental  collective  pension  insurance,  but
will  continue  an  existing  private  policy.  After the  commencement  of your
employment, that policy may be amended only with the Employer's permission.

All premiums are split 2/3 Employer, 1/3 Employee.
The premiums payable by you will be paid by means of monthly  withholdings  from
your salary.