SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2003            Commission file number 1-13905
-------------                                   -------

COMPX INTERNATIONAL INC.
----------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware                                       57-0981653          
-------------------------------                     --------------------------
(State or other jurisdiction of                          (IRS Employer
organization)                                 Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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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

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

Number of shares of common stock outstanding on August 1, 2003:
Class A:   5,124,780
Class B:  10,000,000

CompX International Inc. (the "Company") filed its Quarterly Report on Form 10-Q
for the quarter  ended June 30, 2003 (the "Form 10-Q") with the  Securities  and
Exchange  Commission on August 5, 2003. This amendment No. 1 to the Form 10-Q is
being filed to include  certain  certifications  as separate  Exhibits No. 31.1,
31.2, 32.1 and 32.2. At the time of original filing,  the Company's software had
not been updated to allow these certifications to be filed as separate exhibits,
and such certifications were originally filed as a part of the Form 10-Q itself.
The Company's software has now been updated,  and such certifications are hereby
filed as separate  exhibits to the Company's Form 10-Q.  For the  convenience of
the reader, the Company is re-filing the entire Form 10-Q. No modifications have
been made to the Form 10-Q except as described above.

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.          FINANCIAL INFORMATION

Item 1.        Financial Statements.

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

Consolidated Statements of Income -
Three months and six months ended
June 30, 2002 and 2003                                  5

Consolidated Statements of Comprehensive Income -
Three months and six months ended
June 30, 2002 and 2003                                  6

Consolidated Statements of Cash Flows -
Six months ended June 30, 2002 and 2003                 7

Consolidated Statement of Stockholders' Equity -
Six months ended June 30, 2003                          8

Notes to Consolidated Financial Statements              9-12

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                  13-18

Item 4.        Controls and Procedures.                               18-19

Part II.         OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security
Holders.                                               20

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

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                    December 31,     June 30,
2002          2003
------------     --------

Current assets:

Cash and cash equivalents ........................      $ 12,407      $ 13,557
Accounts receivable, net .........................        22,924        24,443
Income taxes receivable from affiliates ..........           352           582
Refundable income taxes ..........................         1,378         1,085
Inventories ......................................        28,876        30,621
Prepaid expenses and other .......................         3,422         3,622
Deferred income taxes ............................         1,983         1,880
--------      --------

Total current assets .........................        71,342        75,790
--------      --------

Other assets:
Goodwill .........................................        40,729        41,906
Other intangible assets ..........................         2,183         2,064
Prepaid rent .....................................           426          --
Other ............................................           233           401
--------      --------

Total other assets ...........................        43,571        44,371
--------      --------

Property and equipment:
Land .............................................         4,344         4,692
Buildings ........................................        29,452        30,831
Equipment ........................................       102,347       113,569
Construction in progress .........................         3,548         3,341
--------      --------

139,691       152,433

Less accumulated depreciation ....................        54,512        65,428
--------      --------

Net property and equipment ...................        85,179        87,005
--------      --------

$200,092      $207,166
========      ========

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

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

Current liabilities:

Current maturities of long-term debt .............    $       6     $    --   
Accounts payable and accrued liabilities .........       21,318        22,847
Deferred income taxes ............................          408           459
Income taxes .....................................          419           532
---------     ---------

Total current liabilities ....................       22,151        23,838
---------     ---------

Noncurrent liabilities:
Long-term debt ...................................       31,000        30,000
Deferred income taxes ............................        4,469         3,813
Deferred gain on sale/leaseback ..................          493             2
---------     ---------

Total noncurrent liabilities .................       35,962        33,815
---------     ---------

Stockholders' equity:
Preferred stock ..................................         --            --   
Class A common stock .............................           62            62
Class B common stock .............................          100           100
Additional paid-in capital .......................      119,387       119,437
Retained earnings ................................       44,049        43,026
Accumulated other comprehensive income (loss)
- currency translation ..........................      (10,304)       (1,797)
Treasury stock ...................................      (11,315)      (11,315)
---------     ---------

Total stockholders' equity ...................      141,979       149,513
---------     ---------

$ 200,092     $ 207,166
=========     =========

Commitments and contingencies (Note 1)

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Three months ended      Six months ended
June 30,               June 30,
------------------      ----------------
2002       2003       2002      2003
----       ----       ----      ----

Net sales ..........................................   $51,017   $ 49,706    $99,586   $100,726
Cost of goods sold .................................    41,266     41,800     80,128     83,997
-------   --------    -------   --------

9,751      7,906     19,458     16,729

Selling, general and administrative ................     7,072      7,038     14,259     14,031
-------   --------    -------   --------

Operating income ...............................     2,679        868      5,199      2,698

Other general corporate expense (income), net ......       456         (3)       145        488
Interest expense ...................................       655        322      1,338        663
-------   --------    -------   --------

Income before income taxes .....................     1,568        549      3,716      1,547

Provision for income taxes .........................       737        242      1,554        681
-------   --------    -------   --------

Net income .....................................   $   831   $    307    $ 2,162   $    866
=======   ========    =======   ========

Basic and diluted earnings per common share ........   $   .05   $    .02    $   .14   $    .06
=======   ========    =======   ========

Cash dividends per share ...........................   $  .125   $   --      $   .25   $   .125
=======   ========    =======   ========

Shares used in the calculation of per share amounts:
Basic earnings per common share .................    15,105     15,120     15,104     15,118
Dilutive impact of outstanding
stock options ..................................        17       --           15       --
-------   --------    -------   --------

Diluted common shares ...........................    15,122     15,120     15,119     15,118
=======   ========    =======   ========

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three months ended    Six months ended
June 30,             June 30,
------------------    ----------------
2002      2003      2002      2003
----      ----      ----      ----

Net income .............................    $  831    $  307    $2,162    $  866

Other comprehensive income -
Currency translation adjustment,
net of tax ...........................     6,212     4,798     6,014     8,507
------    ------    ------    ------

Comprehensive income .............    $7,043    $5,105    $8,176    $9,373
======    ======    ======    ======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30, 2002 and 2003

(In thousands)

2002          2003
----          ----

Cash flows from operating activities:

Net income .........................................    $  2,162     $    866
Depreciation and amortization ......................       6,466        7,051
Deferred income taxes ..............................         (62)        (829)
Other, net .........................................        (408)         228
--------     --------

8,158        7,316
Change in assets and liabilities:
Accounts receivable ..............................        (598)         (84)
Inventories ......................................         869           (9)
Accounts payable and accrued liabilities .........        (320)         195
Accounts with affiliates .........................         (47)        (230)
Income taxes .....................................        (393)       1,000
Other, net .......................................         104          183
--------     --------

Net cash provided by operating activities ......       7,773        8,371
--------     --------

Cash flows from investing activities:
Capital expenditures ...............................      (7,519)      (4,222)
Other, net .........................................        --             64
--------     --------

Net cash used by investing activities ..........      (7,519)      (4,158)
--------     --------

Cash flows from financing activities:
Indebtedness:
Additions .......................................        --          1,000
Principal payments ..............................     (19,025)      (2,006)
Deferred financing costs paid ...................        --           (416)
Dividends ..........................................      (3,776)      (1,889)
--------     --------

Net cash used by financing activities ..........     (22,801)      (3,311)
--------     --------

Cash and cash equivalents - net change from:
Operating, investing and financing activities ......     (22,547)         902
Currency translation ...............................         378          248
Cash and cash equivalents at beginning of period .....      33,309       12,407
--------     --------

Cash and cash equivalents at end of period ...........    $ 11,140     $ 13,557
========     ========

Supplemental disclosures:
Cash paid for:
Interest .........................................    $  1,252     $    809
Income taxes .....................................       2,317        1,258

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Six months ended June 30, 2003

(In thousands)

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

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

Net income ....................    --    --        --          866        --          --            866

Other comprehensive income, net    --    --        --         --         8,507        --          8,507

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

Cash dividends ................    --    --        --       (1,889)       --          --         (1,889)
---   ----   --------   --------    --------    --------    ---------

Balance at June 30, 2003 ......   $62   $100   $119,437   $ 43,026    $ (1,797)   $(11,315)   $ 149,513
===   ====   ========   ========    ========    ========    =========

COMPX INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Basis of presentation:

The consolidated balance sheet of CompX International Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 2002 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated  balance sheet at June 30, 2003 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim  periods ended June 30, 2002 and 2003 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the  operating  results  for a  full  year  or  of  future  operations.  Certain
information  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
has  been  condensed  or  omitted.  The  accompanying   consolidated   financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended December 31, 2002 (the "2002 Annual Report").

Basic earnings per share of common stock is based upon the weighted-average
number of  common  shares  actually  outstanding  during  each  period.  Diluted
earnings per share of common stock includes the impact of  outstanding  dilutive
stock options.

Commitments and contingencies are discussed in "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  and the 2002 Annual
Report.

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

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

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

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

Net income, as reported ..................   $ 831    $ 307    $ 2,162    $ 866

Deduct:  Total stock-based employee
compensation expense related to
stock options determined under
fair value based method for all
awards, net of related tax effects ......    (395)    (219)      (786)    (437)
-----    -----    -------    -----

Pro forma net income .....................   $ 436    $  88    $ 1,376    $ 429
=====    =====    =======    =====

Earnings per share - basic and diluted:
As reported ............................   $ .05    $ .02    $   .14    $ .06
=====    =====    =======    =====

Pro forma ..............................   $ .03    $ .01    $   .09    $ .03
=====    =====    =======    =====

Note 2 -       Business segment information:

The  Company's   operating  segments  are  defined  as  components  of  its
operations  about which  separate  financial  information  is available  that is
regularly  evaluated by the chief operating decision maker in determining how to
allocate resources and in assessing performance. The Company has three operating
segments - CompX Security  Products,  CompX Waterloo and CompX Regout. The CompX
Security Products segment,  with manufacturing  facilities in South Carolina and
Illinois,  manufactures  locking mechanisms and other security products for sale
to the office furniture,  banking, vending,  computer and other industries.  The
CompX Waterloo segment, with facilities in Canada,  Michigan and Taiwan, and the
CompX Regout  segment,  with  facilities in the  Netherlands,  both  manufacture
and/or  distribute a complete line of precision  ball bearing  slides for use in
office furniture,  computer-related  equipment,  tool storage cabinets and other
applications  and  ergonomic  computer  support  systems  for office  furniture.
Because of the similar economic  characteristics  between the CompX Waterloo and
CompX  Regout  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        Six months ended
June 30,                 June 30,
------------------        ----------------
2002        2003        2002         2003
----        ----        ----         ----
(In thousands)

Net sales:

CompX Waterloo/CompX Regout .   $ 31,725    $ 30,871    $ 62,113    $  63,462
CompX Security Products .....     19,292      18,835      37,473       37,264
--------    --------    --------    ---------

Total net sales ...........   $ 51,017    $ 49,706    $ 99,586    $ 100,726
========    ========    ========    =========

Operating income (loss):
CompX Waterloo/CompX Regout .   $    303    $ (1,600)   $    714    $  (1,993)
CompX Security Products .....      2,376       2,468       4,485        4,691
--------    --------    --------    ---------

Total operating income ....      2,679         868       5,199        2,698

Interest expense ..............       (655)       (322)     (1,338)        (663)
Other general corporate income
(expense), net ...............       (456)          3        (145)        (488)
--------    --------    --------    ---------

Income before income taxes ..   $  1,568    $    549    $  3,716    $   1,547
========    ========    ========    =========

Note 3 -       Inventories:

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

Raw materials ............................            $ 6,573            $ 8,155
Work in process ..........................             12,602             12,149
Finished products ........................              9,532             10,182
Supplies .................................                169                135
-------            -------

$28,876            $30,621
=======            =======

Note 4 -       Accounts payable and accrued liabilities:

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

Accounts payable ...............................         $ 9,106         $10,528
Accrued liabilities:
Employee benefits ............................           7,331           7,396
Insurance ....................................             478             358
Royalties ....................................             246             142
Restructuring ................................             540            --
Deferred gain on sale/leaseback ..............             805             881
Other ........................................           2,812           3,542
-------         -------

$21,318         $22,847
=======         =======

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.  As  adjusted  for  changes  in  currency  exchange  rates,
approximately  $3.0 million was paid through March 31, 2003, which satisfied the
Company's obligations related to this restructuring.

Note 5 - Indebtedness:

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

Revolving bank credit facility .................         $31,000         $30,000
Other ..........................................               6            --
-------         -------

31,006          30,000
Less current maturities ........................               6            --
-------         -------

$31,000         $30,000
=======         =======

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

Three months ended    Six months ended
June 30,              June 30,
------------------    ----------------
2002     2003      2002      2003
----     ----      ----      ----
(In thousands)

Interest income ........................    $ 111     $  35     $ 295     $  86
Foreign currency transactions, net .....     (640)      (29)     (930)     (624)
Defined benefit pension plan
settlement gain .......................     --        --         677      --
Other, net .............................       73        (3)     (187)       50
-----     -----     -----     -----

$(456)    $   3     $(145)    $(488)
=====     =====     =====     =====

Note 7 - Provision for income taxes:

Three months ended     Six months ended
June 30,              June 30,
------------------     ----------------
2002      2003       2002       2003
----      ----       ----       ----
(In thousands)

Expected tax expense ...................   $ 549    $   192    $ 1,301    $ 541
Non-U.S. tax rates .....................    (116)      --         (203)     (67)
Incremental U.S. tax on earnings of
foreign subsidiaries ..................     735        119        783      336
State income taxes .....................      (7)        83         10      109
Other, net .............................    (424)      (152)      (337)    (238)
-----    -------    -------    -----

$ 737    $   242    $ 1,554    $ 681
=====    =======    =======    =====

Note 8 - Foreign currency forward contracts:

Certain of the Company's  sales  generated by its non-U.S.  operations  are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of foreign  exchange  rate market risk  associated
with  receivables,  or similar  exchange rate risk associated with future sales,
denominated in a currency other than the holder's functional  currency.  At each
balance sheet date, any such outstanding  currency forward contract is marked to
market with any resulting  gain or loss  recognized in income  currently.  These
contracts are not accounted  for as hedging  instruments  under SFAS No. 133. At
December  31,  2002,  the  Company  held a series of  contracts  to manage  such
exchange  rate  risk to  exchange  an  aggregate  of U.S.  $2.5  million  for an
equivalent amount of Canadian dollars at an exchange rate of Cdn. $1.57 per U.S.
dollar.  Such  contracts  matured  through  January 2003. At June 30, 2003,  the
Company held a series of contracts to manage such exchange rate risk to exchange
an aggregate of U.S. $4.2 million for an equivalent  amount of Canadian  dollars
at exchange rates of Cdn. $1.34 to Cdn.  $1.38 per U.S.  dollar.  Such contracts
mature through August 2003.

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

Overview

The Company  reported  net income of $.3  million in the second  quarter of
2003, a decrease of 63% from net income of $.8 million for the second quarter of
2002. The Company  reported net income of $.9 million in the first six months of
2003, a 60% decrease  from net income of $2.2 million in the first six months of
2002.

CompX anticipates  continuing its focus on opportunities to rationalize its
cost  structure  throughout  2003.  As  part  of  this  initiative,   CompX  has
consolidated its two Kitchener,  Ontario plants into a single facility. Expenses
relating to this  consolidation  were approximately $.8 million in the first six
months of 2003 ($.4  million in the three  months  ended June 30,  2003) and are
included in cost of goods sold. Cost benefits associated with such consolidation
are  expected to begin to be realized in the second half of 2003.  In  addition,
other cost evaluations are also under review at all locations, particularly with
respect to the CompX Regout operations. Such evaluations could result in further
headcount reductions and other charges for asset impairment, including goodwill,
in the last half of 2003, which could be material.

Results of Operations

Three months ended               Six months ended
June 30,             %            June 30,               %
------------------              ------------------            
2002       2003      Change     2002        2003       Change
----       ----      ------     ----        ----       ------
(In thousands)                  (In thousands)

Net sales:

CompX Waterloo/CompX Regout   $31,725    $ 30,871       -3%   $62,113    $  63,462      2%
CompX Security Products ...    19,292      18,835       -2%    37,473       37,264     -1%
-------    --------             -------    ---------       

Total net sales .........   $51,017    $ 49,706       -3%   $99,586    $ 100,726      1%
=======    ========             =======    =========       

Operating income (loss):
CompX Waterloo/CompX Regout   $   303    $ (1,600)    -628%   $   714    $  (1,993)    -379%
CompX Security Products ...     2,376       2,468         4%    4,485        4,691      5%
-------    --------             -------    ---------       

Total operating income ..   $ 2,679    $    868      -68%   $ 5,199    $   2,698     -48%
=======    ========     =====   =======    =========     ==

Operating income margin:
CompX Waterloo/CompX Regout         1%         -5%                 1%          -3%
CompX Security Products ...        12%         13%                12%          13%

Total operating income
margin .................         5%          2%                 5%           3%

Sales for the  respective  product lines in the second  quarter of 2002 and
2003 are as follows:

Three months ended             Six months ended
June 30,         %            June 30,         %
------------------             ----------------            
2002     2003  Change       2002       2003    Change
----     ----  ------       ----       ----    ------ 
(In thousands)              (In thousands)

Precision ball-bearing slides   $22,239   $21,340   -4%    $ 42,777   $ 44,509     4%
Security products ...........    19,292    18,835   -2%      37,473     37,264    -1%
Ergonomic computer support
systems ....................     7,430     7,101   -4%      15,267     13,889    -9%
Other products ..............     2,056     2,430    18%      4,069      5,064    24%
-------   -------          --------   --------      

$51,017   $49,706   -3%    $ 99,586   $100,726     1%
=======   =======          ========   ========      

Net sales. Net sales decreased $1.3 million, or 3%, to $49.7 million in the
second  quarter of 2003 from $51.0  million in the second  quarter of 2002.  Net
sales  increased  $1.1  million or 1% in the first six months of 2003 from $99.6
million  in the first six months of 2002.  Favorable  fluctuations  in  currency
exchange  rates had a positive  impact of $1.9  million and $3.6  million in the
second quarter and first six months of 2003, respectively. Excluding the effects
of changes in  currency  exchange  rates,  the  decrease  in sales in the second
quarter of 2003 is principally  due to unit sales volume  decreases of precision
ball-bearing slides. The decrease in precision  ball-bearing slides sales volume
is primarily  due to the continued  softness in demand for office  furniture and
such decline is  consistent  with the report of the  Business and  Institutional
Furniture  Manufacturer's   Association  (BIFMA),  which  indicated  that  North
American office furniture  shipments were down 8.5% for the first five months of
2003. Sales for the first six months of 2003 would have decreased 3% as compared
to the first six months of 2002, if the effects of currency  exchange  rates had
been  excluded.  Such  decrease is primarily  due to sales  volume  decreases of
ergonomic  computer  support  systems which are also impacted by soft demand for
office   furniture  as  well  as  ongoing   weakness  in  the  overall  economic
environment.

Cost of goods sold.  The Company's  cost of goods sold  increased 1% in the
second quarter of 2003 compared to 2002 while net sales  decreased 3% during the
same  period.  Cost of goods sold  increased  5% in the first six months of 2003
compared to 2002,  while net sales  increased  1%. The  Company's  gross  margin
percentage decreased from 19% in the second quarter of 2002 to 16% in the second
quarter of 2003 and decreased from 20% to 17% in the first six months of 2003 as
compared to the first six months of 2002. The disproportionate change in cost of
goods sold and its effect on gross margins was primarily due to  fluctuations in
currency  exchange  rates  that  negatively  impacted  cost  of  goods  sold  by
approximately  $2.5 million and $4.3 million for the three and six month periods
ended June 30, 2003, respectively. Lower revenues from the decline in unit sales
of  higher-margin  ergonomic  products as well as the  expenses  incurred in the
first six months of 2003 related to  consolidation of the Company's two Canadian
facilities  also  negatively  impacted  cost of goods sold.  In addition,  CompX
Regout  was  negatively  impacted  in the second  quarter  of 2003 by  continued
softening  of  the  European   economy   which   resulted  in  lower  sales  and
manufacturing inefficiencies due to reduced levels of capacity utilization.

Operating  income.  Operating  income in the second quarter of 2003 was $.9
million compared to $2.7 million for the second quarter of 2002,  decreasing 68%
from the second quarter of 2002.  Similarly,  operating  income in the first six
months of 2003  decreased 48% from $5.2 million in the first six months of 2002.
As a percentage of net sales,  operating income was 2% for the second quarter of
2003  compared  to 5% for the second  quarter  of 2002 and 3% for the  first-six
months of 2003 compared to 5% for the same period in 2002.  Despite the positive
effects of continued  cost  reductions  and certain price  increases,  operating
income in the second  quarter of 2003 declined as compared to the second quarter
of 2002 due to the unfavorable effects of changes in the sales mix (particularly
at the CompX  Waterloo/CompX  Regout segment),  unfavorable  relative changes in
currency  exchange  rates,  expenses  associated with the  consolidation  of the
Company's  Canadian  facilities and weak demand due to continued declines in the
overall European economy.

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

The  following  table  summarizes  the  effect of  currency  exchange  rate
fluctuations for the three and six month periods ended June 30, 2002 and 2003:

Percentage change -                   Percentage change -
three months ended                      six months ended
June 30, 2002 vs. 2003                 June 30, 2002 vs. 2003
----------------------                 ----------------------
Including           Excluding          Including         Excluding
effects of         effects of         effects of         effects of
currency           currency           currency           currency
fluctuations       fluctuations       fluctuations       fluctuations

Net sales:

CompX Waterloo/CompX Regout                         -3%                 -9%                 2%                -4%
CompX Security Products                             -2%                 -2%                -1%                -1%

Total net sales                                   -3%                 -6%                 1%                -3%

Operating income (loss):
CompX Waterloo/CompX Regout                       -628%               -201%              -379%              -110%
CompX Security Products                              4%                  4%                 5%                 5%

Total operating income                           -68%                -19%               -48%               -11%

Outlook.  While signs of recovery  are  beginning to surface in the overall
economy,  the Company has not experienced a strengthening  in customer orders as
of the end of the second  quarter of 2003.  For the  remainder of the year,  the
Company does not expect this situation to change  significantly since a majority
of CompX's  customers are in the office furniture  industry,  which tends to lag
behind the overall  economy in a recovery.  Additionally,  the  European  office
furniture industry experienced continued economic decline in the spring that has
put added  pressure on operating  results.  In response to the current  economic
conditions,  CompX continues to focus on improving lean manufacturing efficiency
and cost  improvement  initiatives as well as pursuit of business  opportunities
for its products outside of the office furniture industry.  Additionally, due to
the  continued  challenges  of the  European  economy,  the Company is currently
undergoing an analysis of cost savings  initiatives  and strategic  alternatives
with respect to its European operations.  This analysis, which is expected to be
completed  by the end of the third  quarter of 2003,  may result in charges  for
asset impairment, including goodwill, and other restructuring charges during the
second half of 2003. The Company  believes its balance sheet,  which has enabled
spending  on  growth  and  profitability  improvement  initiatives  despite  the
difficulties of the market environment, continues to provide the ability to take
advantage of new business opportunities as they arise.

General Corporate and Other Items

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

Interest expense. Interest expense declined in the second quarter and first
six months of 2003 compared to the  corresponding  periods in 2002 due primarily
to lower  average  levels of  borrowing  under  CompX's  Revolving  Bank  Credit
Agreement offset, in part, by higher interest rates on the Company's outstanding
indebtedness.  For the second half of 2003,  interest  expense is expected to be
slightly  higher  than the same  period  in 2002 due to  higher  interest  rates
charged under the Company's new Revolving Bank Credit Agreement  entered into in
January 2003.

Provision  for income  taxes.  The  principal  reasons  for the  difference
between CompX's effective income tax rates and the U.S. federal statutory income
tax rates are  explained  in Note 7 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (county  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.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and liabilities  have generally been similar to the
trends in the Company's  earnings.  Net cash  provided by operating  activities,
excluding  changes in assets and  liabilities,  totaled  $8.2  million  and $7.3
million in the first six months of 2002 and 2003, respectively,  compared to net
income of $2.2 million and $.9 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 $7.5
million and $4.2 million in the first six months of 2002 and 2003, respectively,
and substantially consisted of capital expenditures.

Capital  expenditures  for 2003 relate  primarily  to  equipment  additions
designed to increase  automation and improve  manufacturing  efficiencies at the
Company's  facilities.  Capital  expenditures  for the  remainder  of  2003  are
estimated  at  approximately  $4 million to $5  million,  the  majority of which
relate  to  projects  that  emphasize  improved  production  efficiency  and the
shifting  of  production  capacity  to  lower  cost  facilities.  Firm  purchase
commitments  for capital  projects not  commenced at June 30, 2003  approximated
$1.4 million.

Financing  activities.  Net cash used by financing activities totaled $22.8
million and $3.3 million in the first six months of 2002 and 2003, respectively.
The Company paid a quarterly  dividend of $1.9 million,  or $.125 per share,  in
the first quarter of 2003 and suspended its regular quarterly  dividend starting
in the second quarter of 2003.  Depending upon the Company's  future  operations
and  requirements  for cash,  it is possible the Company may decide to reinstate
its quarterly dividend.

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

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

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

Forward Looking Information

As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "anticipates," "expects" or comparable terminology,  or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such  forward-looking  statements.  Among the
factors  that could cause actual  future  results to differ  materially  are the
risks and  uncertainties  discussed in this Quarterly Report and those described
from  time to time in the  Company's  other  filings  with  the  Securities  and
Exchange  Commission.  While it is not  possible to identify  all  factors,  the
Company  continues  to face many  risks  and  uncertainties  including,  but not
limited to the following:

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

Should one or more of these risks  materialize  (or the  consequences  of such a
development worsen) or should the underlying assumptions prove incorrect, actual
results could differ  materially from those forecasted or expected.  The Company
disclaims  any  intention  or  obligation  to update  publicly  or  revise  such
statements whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

In an effort to provide investors with additional information regarding the
Company's results of operations as determined by accounting principles generally
accepted in the United  States of America  ("GAAP"),  the Company has  disclosed
certain  non-GAAP   information  which  the  Company  believes  provides  useful
information to investors:

o    The Company discloses  percentage changes in its sales and operating income
excluding the effects of foreign currency translation, so that such changes
can be analyzed without the impact of changes in foreign currency  exchange
rates, thereby facilitating period-to-period comparisons.

ITEM 4. Controls and Procedures.

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

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

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

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

Part II. OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of  Stockholders  on May 19, 2003. Paul
M. Bass,  Jr., David A. Bowers,  Keith R. Coogan,  Edward J. Hardin,  Ann Manix,
Glenn R. Simmons and Steven L. Watson were elected as directors,  each receiving
votes "For" their  election  from over 98% of the  approximately  105.1  million
votes eligible to be voted at the Annual Meeting.

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

(a)    Exhibits

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

10.1   Intercorporate  Services  Agreement  between the  Registrant  and
Contran Corporation effective as of January 1, 2003.

31.1   Certification.

31.2   Certification.

32.1   Certification.

32.2   Certification.

(b)    Reports on Form 8-K

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

April 24, 2003 - Reported item 9.

May 20, 2003 - Reported item 9.

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 August 4, 2003               By /s/ Darryl R. Halbert      
------------------              ---------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

INTERCORPORATE SERVICES AGREEMENT

This INTERCORPORATE  SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 2003,  amends and supersedes the  Intercorporate  Services  Agreement
effective  as of  January  1,  2002  between  CONTRAN  CORPORATION,  a  Delaware
corporation  ("Contran"),  and COMPX INTERNATIONAL INC., a Delaware  corporation
("Recipient").

Recitals

A.  Employees  and  agents of Contran  and  affiliates  of Contran  perform
management,  financial and administrative functions for Recipient without direct
compensation from Recipient.

B. Recipient does not separately  maintain the full internal  capability to
perform all necessary  management,  financial and administrative  functions that
Recipient requires.

C. The cost of maintaining the additional  personnel by Recipient necessary
to perform the functions provided for by this Agreement would exceed the fee set
forth in Section 3 of this Agreement and that the terms of this Agreement are no
less favorable to Recipient than could  otherwise be obtained from a third party
for comparable services.

D. Recipient  desires to continue  receiving the management,  financial and
administrative  services presently provided by Contran and affiliates of Contran
and Contran is willing to continue to provide such  services  under the terms of
this Agreement.

Agreement

For  and in  consideration  of the  mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

Section 1.  Services to be Provided.  Contran  agrees to make  available to
Recipient the following services (the "Services") to be rendered by the internal
staff of Contran and affiliates of Contran:

(a) Consultation in the development and  implementation of Recipient's
corporate business strategies, plans and objectives;

(b)  Consultation  in management and conduct of corporate  affairs and
corporate governance consistent with the charter and bylaws of Recipient;

(c)  Consultation  in maintenance  of financial  records and controls,
including  preparation  and review of  periodic  financial  statements  and
reports to be filed with public and regulatory  entities and those required
to be prepared for financial  institutions  or pursuant to  indentures  and
credit agreements;

(d)  Consultation  in  cash  management  and  in  arranging  financing
necessary to implement the business plans of Recipient;

(e)  Consultation  in tax  management and  administration,  including,
without limitation,  preparation and filing of tax returns,  tax reporting,
examinations by government authorities and tax planning;

(f) Consultation  with respect to employee benefit plans and incentive
compensation arrangements;

(g) Certain  administration  and  management  services with respect to
Recipient's insurance and risk management needs, including:

(i)  management  of claims  (including  insured and  self-insured
workers compensation and liability claims);

(ii) budgeting and related activities;

(iii) coordination of property loss control program; and

(iv) administration of Recipient's  insurance program,  excluding
all employee benefit and welfare related programs; and

(h) Such other  services as may be  requested  by  Recipient or deemed
necessary and proper from time to time.

This  Agreement  does not apply to, and the Services  provided for herein do not
include,  any services  that Glenn R. Simmons or Steven L. Watson may provide to
Recipient  in their roles as members of  Recipient's  board of  directors or any
other activity related to such board of directors.

Section 2. Miscellaneous  Services.  It is the intent of the parties hereto
that Contran provide only the Services requested by Recipient in connection with
routine  management,  financial  and  administrative  functions  related  to the
ongoing  operations  of  Recipient  and not with  respect to  special  projects,
including  corporate  investments,  acquisitions and  divestitures.  The parties
hereto  contemplate that the Services rendered in connection with the conduct of
Recipient's  business  will  be on a scale  compared  to  that  existing  on the
effective  date of this  Agreement,  adjusted for internal  corporate  growth or
contraction, but not for major corporate acquisitions or divestitures,  and that
adjustments  may be required to the terms of this Agreement in the event of such
major corporate acquisitions,  divestitures or special projects.  Recipient will
continue to bear all other costs required for outside  services  including,  but
not  limited  to,  the  outside  services  of  attorneys,   auditors,  trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Contran  assumes no  liability  for any  expenses or  services  other than those
stated in Section 1. In addition to the fee paid to Contran by Recipient for the
Services provided pursuant to this Agreement,  Recipient will pay to Contran the
amount of out-of-pocket costs incurred by Contran in rendering such Services.

Section 3. Fee for Services.  Recipient  agrees to pay to Contran  $530,000
quarterly on the first business day of each quarter, commencing as of January 1,
2003, pursuant to this Agreement.

Section 4. Original  Term.  Subject to the  provisions of Section 5 hereof,
the original  term of this  Agreement  shall be from January 1, 2003 to December
31, 2003.

Section  5.   Extensions.   This   Agreement   shall  be   extended   on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification  is given by  Contran  or  Recipient  thirty  (30) days in
advance of the first day of each  successive  quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.

Section 6.  Limitation of Liability.  In providing its Services  hereunder,
Contran  shall  have a duty  to act,  and to  cause  its  agents  to  act,  in a
reasonably  prudent  manner,  but  neither  Contran nor any  officer,  director,
employee or agent of Contran or its affiliates  shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.

Section  7.  Indemnification  of  Contran  by  Recipient.  Recipient  shall
indemnify  and hold  harmless  Contran,  its  affiliates  and  their  respective
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  claims, damages, costs and expenses (including attorneys' fees and
other  expenses of  litigation)  to which  Contran or any such person may become
subject arising out of the Services provided by Contran to Recipient  hereunder,
provided that such indemnity  shall not protect any person against any liability
to  which  such  person  would   otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith or gross negligence on the part of such person.

Section 8. Confidentiality. Except as otherwise required by applicable law,
each of the parties agrees that it will maintain in confidence all  confidential
information  regarding  the  other  party  supplied  to it in the  course of the
performance of this Agreement.

Section 9.  Further  Assurances.  Each of the parties  will make,  execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

Section 10. Notices.  All communications  hereunder shall be in writing and
shall be addressed,  if intended for Contran,  to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to Recipient in writing,  and if intended for
Recipient,  to Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240,  Attention:  Chief Financial  Officer,  or such other address as it shall
have furnished to Contran in writing.

Section 11. Amendment and Modification. Neither this Agreement nor any term
hereof may be changed, waived,  discharged or terminated other than by agreement
in writing signed by the parties hereto.

Section 12.  Successors and Assigns.  This Agreement  shall be binding upon
and  inure  to the  benefit  of  Contran  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

Section  13.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed and interpreted in accordance with, the laws of the state of Texas.

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

CONTRAN CORPORATION

By:   /s/ Steven L. Watson
------------------------------------------
Steven L. Watson, President

COMPX INTERNATIONAL INC.

By:   /s/ David A. Bowers
-----------------------------------------
David A. Bowers, President

Exhibit 31.1

CERTIFICATION

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

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

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

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

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

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;

b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

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

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

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

Date:  August 4, 2003

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

Exhibit 31.2

CERTIFICATION

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

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

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

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

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

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;

b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

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

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

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

Date:  August 4, 2003

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

Exhibit 32.1

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

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

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

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

/s/  David A. Bowers
----------------------------------------------
David A. Bowers
Vice Chairman of the Board, President and Chief Executive Officer
August 4, 2003

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

Exhibit 32.2

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

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

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

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

/s/  Darryl R. Halbert
-----------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller
August 4, 2003

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