SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 - For the fiscal year ended December 31, 2000

Commission file number 1-13905

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

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

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

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

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

Name of each exchange on
Title of each class                      which registered

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

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

None.

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

As of  March 2,  2001,  5,117,280  shares  of  Class A  common  stock  were
outstanding.  The  aggregate  market  value of the 4.7 million  shares of voting
stock held by nonaffiliates of Valhi,  Inc. as of such date  approximated  $50.0
million.

Documents incorporated by reference

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

PART I

ITEM 1.   BUSINESS

General

CompX International Inc. (NYSE: CIX) is a leading manufacturer of ergonomic
computer  support systems,  precision ball bearing slides and security  products
for use in office  furniture,  computer-related  applications  and a variety  of
other  products.  The  Company's  products are  principally  designed for use in
medium to high-end  applications,  where product design,  quality and durability
are critical to the Company's  customers.  The Company believes that it is among
the world's largest  producers of ergonomic  computer support systems for office
furniture  manufacturers,  precision ball bearing  slides and security  products
consisting  of  cabinet  locks  and other  locking  mechanisms.  In 2000,  CompX
generated  net sales of $253.3  million,  a 12%  increase  from  1999.  In 2000,
ergonomic  computer support systems,  precision ball bearing slides and security
products   accounted  for   approximately   16%,  50%  and  34%  of  net  sales,
respectively.

Valhi, Inc. and Valhi's  wholly-owned  subsidiary Valcor, Inc. owned 68% of
the Company's outstanding common stock at December 31, 2000. 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 is Chairman of the Board and Chief Executive Officer of each of Contran,
Valhi and Valcor and may be deemed to control each of such companies and CompX.

The Company was  incorporated  in Delaware in 1993 under the name  National
Cabinet Lock,  Inc. At that time,  Valhi  contributed  the assets of its Cabinet
Lock Division and the stock of Waterloo Furniture  Components  Limited. In 1996,
the Company  changed its name to CompX  International  Inc. In 1998, the Company
issued  approximately  6 million shares of its common stock in an initial public
offering and CompX acquired two additional security products producers. In 1999,
CompX  acquired two more slide  producers and in January 2000  acquired  another
security products producer. See Note 2 to the Consolidated Financial Statements.

As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Annual  Report on Form 10-K relating to matters that are not  historical  facts,
including,  but not limited to,  statements  found in this Item 1 -  "Business,"
Item 3 - "Legal Proceedings," Item 7 - "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations"  and Item 7A - "Quantative  and
Qualitative Disclosures About Market Risk," 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
Annual  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.

Industry Overview

During the mid 1990's and prior to 1998, approximately 75% of the Company's
products were sold to the office furniture  manufacturing  industry. As a result
of strategic acquisitions in the security products industry in 1998 and 2000 and
in the precision  ball bearing slide  industry in 1999, the Company has expanded
its product offering and reduced its percentage of sales to the office furniture
market.  Currently,  approximately 63% of the Company's products are sold to the
office furniture  manufacturing industry while the remainder are sold for use in
other  products,  such  as  vending  equipment,   electromechanical  enclosures,
transportation,  computers and related equipment, and other non-office furniture
and  equipment.  CompX's  management  believes  that its emphasis on new product
development,  sales of its ergonomic  computer  support systems as well as slide
and  security   products  used  in  computer  and  other  non-office   furniture
applications  result in the potential for higher rates of growth than the office
furniture industry as a whole.

Products

CompX  manufactures  and sells  components  in three major  product  lines:
ergonomic  computer support systems,  precision ball bearing slides and security
products.  The Company's  ergonomic  computer support systems and precision ball
bearing slides are sold under the Waterloo Furniture  Components,  Thomas Regout
and Dynaslide brand names and the Company's security products are sold under the
National Cabinet Lock, Fort Lock,  Timberline Lock, Chicago Lock and TuBAR brand
names.  The Company  believes  that its brand names are well  recognized  in the
industry.

Ergonomic  computer  support systems.  CompX is a leading  manufacturer and
innovator in ergonomic  computer  support systems for office  furniture.  Unlike
products  targeting the residential  market,  which is more price sensitive with
less  emphasis on the  overall  value of products  and  service,  the CompX line
consists  of more  highly  engineered  products  designed  to provide  ergonomic
benefits for business and other sophisticated users.

Ergonomic  computer support systems include  adjustable  computer  keyboard
support  arms,  designed  to attach to office  desks in the  workplace  and home
office environments to alleviate possible strains and stress and maximize usable
workspace, adjustable computer table mechanisms which provide variable workspace
heights, CPU storage devices which minimize adverse effects of dust and moisture
and a number of complementary accessories,  including ergonomic wrist rest aids,
mouse pad supports and computer  monitor  support arms.  These products  include
CompX's  Leverlock  ergonomic  keyboard  arm,  which  is  designed  to make  the
adjustment of the keyboard arm easier for all  (including  physically-challenged
users). In addition,  the Company offers its engineering and design capabilities
for the  design and  manufacture  of  products  on a  proprietary  basis for key
customers.   Development  of  height  adjustable  work  surfaces  utilizing  the
Company's  patented  twin-lift  mechanism  and height  adjustable  tables  using
CompX's patented  counterbalancing feature is also proceeding and is expected to
further enhance the Company's product offerings.

Precision  ball  bearing  slides.  CompX  manufactures  a complete  line of
precision  ball bearing  slides for use in office  furniture,  computer  related
equipment, tool storage cabinets, imaging equipment, file cabinets, desk drawers
and other applications.  These products include CompX's Integrated Slide Lock in
which a file cabinet manufacturer can reduce the possibility of multiple drawers
being opened at the same time,  and the  adjustable  Ball Lock which reduces the
risk of heavily-filled  drawers,  such as auto mechanic tool boxes, from opening
while in movement.  Precision ball bearing slides are  manufactured to stringent
industry  standards  and are  designed  in  conjunction  with  office  furniture
original  equipment  manufacturers  ("OEMs") to meet the needs of end users with
respect to weight support capabilities and ease of movement.

In addition to CompX's basic  precision  ball bearing slide product  lines,
sales based on patented innovations such as the Butterfly Take Apart System, the
Integrated  Slide  Lock and the  Ball  Lock  have  accounted  for an  increasing
proportion  of  the  Company's  sales.  These  applications  have  expanded  the
Company's  product  offerings  within the office  furniture  industry as well as
adding products for heavy-duty tool storage cabinets,  electromechanical imaging
equipment and computer server network cabinets.

Security products.  The Company believes that it is a North American market
leader  in  the  manufacture  and  sale  of  cabinet  locks  and  other  locking
mechanisms.  CompX provides  security products to various  industries  including
institutional  furniture,   banking,  vending  and  computer.  CompX's  security
products are sold under the National  Cabinet Lock,  Fort Lock,  Timberline Lock
and  Chicago  Lock brand  names.  The  Company's  products  can also be found in
various applications including ignition systems,  office furniture,  vending and
gaming machines, parking meters, electrical circuit panels, storage compartments
for motorcycles,  security  devices for laptop and desktop  computers as well as
mechanical and electronic locks for the toolbox industry. Some of these products
may include CompX's KeSet high security system,  which has the ability to change
the  keying  on a  single  lock 64 times  without  removing  the  lock  from its
enclosure.

The Company  manufactures  disc tumbler  locking  mechanisms  at all of its
security  products  facilities,  which mechanisms  provide moderate security and
generally represent the lowest cost lock to produce. CompX also manufactures pin
tumbler locking  mechanisms,  including its KeSet, ACE II and TuBAR brand locks,
which  mechanisms  are more  costly  to  produce  and are  used in  applications
requiring  higher  levels of security.  A  substantial  portion of the Company's
sales  consist  of  products   with   specialized   adaptations   to  individual
manufacturers' enclosure specifications. CompX, however, also has a standardized
product line  suitable for many  customers.  This  standardized  product line is
offered  through a North American  distribution  and factory  centers network as
well as to large OEMs through the Company's STOCK LOCKS distribution program.

Sales, Marketing and Distribution

CompX  sells  components  to OEMs and to  distributors  through a dedicated
sales force.  The majority of the Company's sales are to OEMs, while the balance
represents standardized products sold through distribution channels.

Sales to large OEM customers are made through the efforts of  factory-based
sales and marketing professionals and engineers working in concert with salaried
field salespeople and independent manufacturers' representatives. Manufacturers'
representatives  are selected based on special skills in certain markets or with
current or potential customers.

A significant portion of the Company's sales are made through distributors.
The  Company  has a  significant  market  share  of  cabinet  lock  sales to the
locksmith distribution channel. CompX supports its distributor sales with a line
of standardized products used by the largest segments of the marketplace.  These
products are packaged and  merchandised  for easy  availability  and handling by
distributors  and the end user.  Based on the Company's  successful  STOCK LOCKS
inventory program,  similar programs have been implemented for distributor sales
of ergonomic  computer support systems and to some extent precision ball bearing
slides. The Company also operates a small  tractor/trailer fleet associated with
its Canadian facilities.

The Company does not believe it is dependent  upon one or a few  customers,
the loss of which would have a material  adverse  effect on its  operations.  In
1998, 1999 and 2000, sales to the Company's ten largest customers  accounted for
approximately 40%, 33% and 35% of sales,  respectively.  In 1999 and 2000, sales
to the Company's  largest  customer  were less than 10% of the  Company's  total
sales. In 1998, one customer,  Hon Industries Inc.,  accounted for approximately
10% of sales.  In the past three years,  nine of the Company's top ten customers
were located in the United States.

Manufacturing and operations

At December 31, 2000,  CompX  operated  seven  manufacturing  facilities in
North  America  (three  in  Illinois,  two in  Canada  and one in each of  South
Carolina and Michigan),  one facility in the  Netherlands  and two facilities in
Taiwan.  Ergonomic products or precision ball bearing slides are manufactured in
the facilities located in Canada, the Netherlands, Michigan and Taiwan. Security
products  are  manufactured  in the  facilities  located in South  Carolina  and
Illinois.  The  Company  owns  all of  these  facilities  except  for one of the
Illinois facilities and one of the Taiwan facilities, which are leased. See also
Item 2. During 2000, the Company closed its Chicago Lock manufacturing  facility
in Pleasant  Prairie,  Wisconsin  and  consolidated  those  operations  with the
Company's security products  facilities in Mauldin,  South Carolina.  CompX also
leases  a  distribution  center  in  California.  CompX  believes  that  all its
facilities are well maintained and satisfactory for their intended purposes.

Raw Materials

Coiled steel is the major raw material used in the manufacture of precision
ball bearing slides and ergonomic  computer support systems.  Plastic resins for
injection molded plastics are also an integral  material for ergonomic  computer
support  systems.  Purchased  components,   including  zinc  castings,  are  the
principal raw materials used in the manufacture of security products.  These raw
materials are purchased  from several  suppliers and are readily  available from
numerous sources.

The Company occasionally enters into raw material  arrangements to mitigate
the short-term  impact of future  increases in raw material  costs.  While these
arrangements  do not commit the Company to a minimum  volume of purchases,  they
generally  provide for stated unit prices  based upon  achievement  of specified
volume  purchase  levels.  This allows the  Company to  stabilize  raw  material
purchase prices,  provided the specified minimum monthly purchase quantities are
met.   Materials   purchased  on  the  spot  market  are  sometimes  subject  to
unanticipated and sudden price increases.  Due to the competitive  nature of the
markets served by the Company's products,  it is often difficult to recover such
increases  in raw material  costs  through  increased  product  selling  prices.
Consequently,  overall  operating  margins can be affected by such raw  material
cost pressures.

Competition

The office furniture and security products markets are highly  competitive.
The  Company  competes  primarily  on the  basis of  product  design,  including
ergonomic and aesthetic factors, product quality and durability,  price, on-time
delivery,  service and technical support. The Company focuses its efforts on the
middle and  high-end  segments of the market,  where  product  design,  quality,
durability and service are placed at a premium.

The Company competes in the ergonomic  computer support systems market with
one major producer and a number of small manufacturers that compete primarily on
the basis of product  quality,  features and price.  The Company competes in the
precision ball bearing slide market with two large manufacturers and a number of
smaller domestic and foreign  manufacturers  that compete primarily on the basis
of product quality and price.  The Company's  security  products  compete with a
variety of  relatively  small  domestic  and  foreign  competitors,  which makes
significant price increases difficult. Although the Company believes that it has
been  able to  compete  successfully  in its  markets  to date,  there can be no
assurance that it will be able to continue to do so in the future.

Patents and Trademarks

The Company holds a number of patents  relating to its component  products,
certain  of which are  believed  to be  important  to CompX  and its  continuing
business activity.  CompX's major trademarks and brand names, including National
Cabinet Lock,  KeSet, Fort Lock,  Timberline Lock,  Chicago Lock, ACE II, Tubar,
Thomas Regout, STOCK LOCKS, ShipFast,  Waterloo Furniture Components Limited and
Dynaslide, are protected by registration in the United States and elsewhere with
respect to the products it  manufactures  and sells.  The Company  believes such
trademarks are well recognized in the component products industry.

Foreign operations

The Company  has  substantial  operations  and assets  located  outside the
United States, principally slide and ergonomic product operations in Canada, the
Netherlands and Taiwan. The majority of the Company's 2000 non-U.S. sales are to
customers located in Canada and Europe. Foreign operations are subject to, among
other things,  currency  exchange rate  fluctuations.  The Company's  results of
operations  have in the past been both  favorably  and  unfavorably  affected by
fluctuations in currency exchange rates. Political and economic uncertainties in
certain of the countries in which the Company operates may expose the Company to
risk of loss.  The  Company  does  not  believe  that  there  is  currently  any
likelihood of material loss through political or economic instability,  seizure,
nationalization or similar event. The Company cannot predict,  however,  whether
events  of  this  type  in the  future  could  have  a  material  effect  on its
operations.  See Item 7 -  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations" and Item 7A - "Quantitative and Qualitative
Disclosures  About  Market  Risk"  and  Note  1 to  the  Consolidated  Financial
Statements.

Environmental Matters

The Company's  operations are subject to federal,  state, local and foreign
laws  and  regulations  relating  to the  use,  storage,  handling,  generation,
transportation, treatment, emission, discharge, disposal and remediation of, and
exposure  to,  hazardous  and  non-hazardous  substances,  materials  and wastes
("Environmental  Laws").  The Company's  operations also are subject to federal,
state,  local and foreign  laws and  regulations  relating to worker  health and
safety. The Company believes that it is in substantial  compliance with all such
laws and  regulations.  The costs of maintaining  compliance  with such laws and
regulations have not significantly impacted the Company to date, and the Company
has no significant planned costs or expenses relating to such matters. There can
be no assurance, however, that compliance with future Environmental Laws or with
future laws and regulations  governing worker health and safety will not require
the  Company  to  incur  significant  additional  expenditures,   or  that  such
additional  costs  would not have a  material  adverse  effect on the  Company's
business, consolidated financial condition, results of operations or liquidity.

Employees

As  of  December  31,  2000,  the  Company  employed   approximately  2,270
employees,  including  895 in the  United  States,  875  in  Canada,  365 in the
Netherlands and 135 in Taiwan.  Approximately 85% of the Company's  employees in
Canada are  represented by a labor union.  The Company's  collective  bargaining
agreement with such union expires in 2003.  The Company  believes that its labor
relations are satisfactory.

ITEM 2.   PROPERTIES

The  Company's  principal  executive  offices are located in  approximately
1,000 square feet of leased space at 5430 LBJ Freeway,  Dallas, Texas 75240. The
following table sets forth the location, size and general product types produced
for each of the Company's facilities.

Products
Facility Name                    Location           Size      Produced
-------------                    --------           ----      --------
(square feet)

Owned Facilities:
----------------

Manitou                     Kitchener, Ontario     280,000  Slides

Trillium                    Kitchener, Ontario     116,000  Ergonomic products

Thomas Regout               Maastricht,
the Netherlands        270,000  Slides

Grand Rapids, M        60,000   Slides

National Cabinet
Lock                        Mauldin, SC           197,000  Security products

Fort Lock                    River Grove, IL       100,000  Security products

Timberline                   Lake Bluff, IL        16,000   Security products

Dynaslide                    Taipei, Taiwan        43,000   Slides

Leased Facilities:
-----------------

Dynaslide                    Taipei, Taiwan        32,000   Slides

Chicago Tubar                Hoffman Estates, IL    5,000   Security products

Distribution Center          Chino, CA              6,000   Product distribution

The  Manitou,  Thomas  Regout  -  Maastricht,  and  National  Cabinet  Lock
facilities  are ISO-9001  registered.  The Dynaslide  owned facility is ISO-9002
registered.  ISO-9001  registration of the Trillium,  Grand Rapids and Fort Lock
facilities is anticipated in 2001. The Company  believes that all its facilities
are well maintained and satisfactory for their intended purposes.

ITEM 3.   LEGAL PROCEEDINGS

The  Company is  involved,  from time to time,  in  various  environmental,
contractual,  product  liability,  patent (or  intellectual  property) and other
claims  and  disputes   incidental  to  its  business.   Currently  no  material
environmental  or other  material  litigation is pending or, to the knowledge of
the Company,  threatened. The Company currently believes that the disposition of
all claims and disputes,  individually  or in the  aggregate,  should not have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or liquidity.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security  holders during the quarter
ended December 31, 2000.

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  Class A common  stock is listed  and traded on the New York
Stock Exchange (symbol:  CIX). As of March 2, 2001, there were  approximately 25
holders of record of CompX Class A common stock.  The following table sets forth
the high and low closing  sales  prices for CompX Class A common  stock for 1999
and 2000, according to the New York Stock Exchange Composite Tape, and dividends
paid per share during such periods. On March 2, 2001 the closing price per share
of CompX Class A common stock according to the NYSE Composite Tape was $10.55.

Dividends
High             Low              paid

Year ended December 31, 1999

First Quarter ....................         $26 7/16          $12 3/4           $ --
Second Quarter ...................           17 7/8           12 1/8             --   
Third Quarter ....................           19               15 1/2             --   
Fourth Quarter ...................           19 1/2           17 5/8            .125

Year ended December 31, 2000

First Quarter ....................         $19   7/8         $17   7/8         $.125
Second Quarter ...................          23  7/16          17 13/16          .125
Third Quarter ....................          23  3/16          19  5/16          .125
Fourth Quarter ...................          20 15/16           8 15/16          .125

Subsequent to the Company's March 1998 initial public offering of shares of
its Class A common stock, the Company paid its first regular quarterly  dividend
in December 1999. The declaration and payment of future dividends and the amount
thereof will be dependent upon the Company's  results of  operations,  financial
condition,  cash requirements for its businesses,  contractual  requirements and
restrictions and other factors deemed relevant by the Board of Directors.

Prior to the March 1998 initial public offering, the Company paid dividends
to Valcor  aggregating $1.8 million in 1998. In addition,  on December 12, 1997,
the Company paid a $50 million dividend to Valcor in the form of a note payable.
The Company  utilized  borrowings  under its Revolving Senior Credit Facility to
repay in full the note payable to Valcor in 1998.

ITEM 6.   SELECTED FINANCIAL DATA

The following  selected  financial data should be read in conjunction  with
the  Company's  Consolidated  Financial  Statements  and Item 7 -  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The  Company's  operations  are  comprised  of a 52 or 53 week fiscal year.
Excluding 1998, each of the years 1996 through 2000 consisted of a 52 week year.
1998 was a 53 week year.

Years ended December 31,
--------------------------------
1996     1997      1998        1999       2000
----     ----      ----        ----       ----
($ in millions, except per share data)
Income Statement Data

Net sales ......................   $   88.7 $  108.7   $  152.1   $  225.9    $  253.3

Operating income ...............   $   21.6 $   27.1   $   30.8   $   40.1    $   37.3

Income before income taxes and
minority interest ............   $   22.1 $   27.7   $   32.5   $   39.2    $   35.5
Income taxes ...................        9.1     11.0       12.0       14.1        13.4
Minority interest in losses ....       --       --          (.2)       (.1)       --
-------- --------   --------   --------    --------

Net income ...................   $   13.0 $   16.7   $   20.7   $   25.2    $   22.1
======== ========   ========   ========    ========

Cash dividends (1) .............   $    6.2 $    6.1   $    1.8   $    2.0    $    8.1
Basic earnings per share data:
Net income ...................   $   1.30 $   1.67   $   1.37   $   1.56    $   1.37
Cash dividends ...............   $    .62 $    .61   $    .18   $   .125    $    .50
Weighted average common shares
Outstanding ...................       10.0     10.0       15.1       16.1        16.1

Balance Sheet Data
(at year end):
Cash and other current assets    $   32.2 $   45.4   $   86.5   $   72.5    $   83.0
Total assets .................       48.5     63.8      152.4      202.9       225.5
Current liabilities ..........        8.1     64.4       20.3       26.8        28.9
Long-term debt, including
current maturities ..........         .2     50.4        1.7       22.3        40.6
Stockholders' equity (deficit)       39.2     (1.2)     130.0      149.4       151.0

(1) In addition to the amounts  shown above,  in December  1997 the Company
paid a $50 million dividend to Valcor in the form of a demand note payable.  The
note was repaid in February 1998 using borrowings under the Company's  Revolving
Senior Credit Facility. See Note 10 to the Consolidated Financial Statements.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

The  Company  reported  net income of $22.1  million,  or $1.37 per diluted
share for the year ended  December  31,  2000, a decrease of 12% compared to net
income of $25.2 million or $1.56 per diluted  share for the year ended  December
31,  1999.  The  Company's  net income in 1998 was $20.7  million,  or $1.37 per
diluted share.

Beginning  in 1998,  the  Company has grown  through a series of  strategic
acquisitions  that have  allowed the Company to expand its product  offerings to
customers  outside  of its  traditional  office  furniture  customer  base.  The
Company's customer base now also includes customers in the vending, computer and
related products, transportation and recreation industries. In 1998, the Company
expanded it's security  products  capacity through the acquisitions of Fort Lock
Corporation  and related  assets for  approximately  $33 million and  Timberline
Lock, Ltd. and related assets for approximately $8 million. The Company expanded
it's  offerings in the  precision  ball  bearing  slide and  ergonomic  products
markets in 1999 through it's acquisitions of Thomas Regout for approximately $53
million and  Dynaslide  for  approximately  $12 million.  In January  2000,  the
Company  acquired  substantially  all of the  operating  assets of Chicago  Lock
Company for  approximately $9 million,  further expanding it's security products
capacity. These acquisitions were financed through a combination of cash on hand
and increased borrowings under the Company's Revolving Senior Credit Facility.

Of the  Company's  acquisitions,  only the pro forma  effects of the Thomas
Regout and Fort Lock  acquisitions  were material.  Assuming these  acquisitions
occurred January 1, 1998, the Company's unaudited pro forma net sales would have
been $212.6 million in 1998 and pro forma operating income would have been $32.5
million.  The pro forma financial  information is not necessarily  indicative of
actual results had the transactions occurred at the beginning of the period, nor
do they  purport  to  represent  results  of  future  operations  of the  merged
companies.

Results of Operations

Net sales and operating income

Years ended December 31,          % Change
--------------------------      ---------------
1998       1999       2000     1998-1999 1999-2000
----       ----       ----     --------- ---------
(In millions)

Net sales ..................     $152.1     $225.9     $253.3       +49%     +12%
Operating income ...........       30.8       40.1       37.3       +30%      - 7

Operating income margin             20%        18%        15%

Year ended December 31, 2000 compared to year ended December 31, 1999

Net sales increased $27.4 million,  or 12%, in 2000 compared to 1999 due to
the effect of  acquisitions.  Sales of security  products in 2000  increased 14%
compared to 1999, and sales of slide products  increased 18%. During 2000, sales
of CompX's  ergonomic  products  decreased  5% compared to 1999.  Excluding  the
effect of acquisitions,  net sales in 2000 were essentially flat compared to net
sales  in  1999,  with  sales of slide  products  up 8% and  sales of  ergonomic
products and security products down 5% and 7%,  respectively,  compared to 1999.
Sales of ergonomic products were negatively  impacted in the second half of 2000
by softening demand in the office  furniture  industry in North America and loss
of market share due to competition  from imports.  The lower  security  products
sales were due to weakness in the  computer  and related  products  industry and
increased  competition  from  low-cost  imports.  The increase in sales of slide
products is due to market  share gains and  increased  demand for CompX's  slide
products.

Operating  income for 2000 decreased $2.8 million,  or 7% compared to 1999.
Excluding the results of  acquisitions,  operating income decreased 11% from the
prior year. Along with the softening demand from the office furniture  industry,
operating  income was also impacted by a change in the product mix, with a lower
percentage of sales being  generated by certain  higher-margin  products in 2000
compared to 1999, as well as incremental costs incurred in moving the operations
of the Chicago Lock plant to the Company's Mauldin, South Carolina plant, higher
costs  associated  with the  expansion of the Company's  Grand Rapids,  Michigan
plant and higher administrative expenses.

Year ended December 31, 1999 compared to year ended December 31, 1998

Net  sales  increased  $73.8  million,  or 49% in  1999  compared  to  1998
primarily  due  to  the  effect  of   acquisitions.   Excluding  the  effect  of
acquisitions,  net sales in 1999 increased 5% compared to net sales in 1998. The
5% increase  reflects an increase in the  Company's  product sales to the office
furniture industry (primarily slides and ergonomic products), which increased 5%
along with increased sales of the Company's security products, which improved 3%
over the prior year.

In 1999,  operating  income  increased $9.3 million,  or 30% over 1998. The
majority of this growth was due to the acquisitions mentioned earlier. Excluding
the effect of the  acquisitions  and  excluding  the effect of the $3.3  million
stock award which occurred in 1998,  operating  income increased $1.3 million or
4% over the prior year. Sales of slides and ergonomic  products were impacted in
the first half of 1999 by  softening  demand in the office  furniture  industry,
however such sales and operating  income  improved in the second half of 1999 as
office furniture demand improved.

General

The Company's profitability primarily depends on its ability to utilize its
production capacity  effectively,  which is affected by, among other things, the
demand for its  products,  and its ability to control its  manufacturing  costs,
primarily  comprised of raw  materials  such as zinc,  copper,  coiled steel and
plastic resins and of labor costs.  Raw material costs  represent  approximately
45% of the Company's  total cost of sales. In 1999 and 2000 steel prices did not
change  significantly  compared  to  the  respective  prior  year.  The  Company
occasionally  enters into raw  material  supply  arrangements  to  mitigate  the
short-term  impact  of future  increases  in raw  material  costs.  While  these
arrangements  do not commit the Company to a minimum  volume of purchases,  they
generally  provide for stated unit prices  based upon  achievement  of specified
volume  purchase  levels.  This allows the  Company to  stabilize  raw  material
purchase prices provided the specified  minimum monthly purchase  quantities are
met. The Company currently anticipates entering into such arrangements for zinc,
coiled  steel and  plastic  resins in 2001 and does not  anticipate  significant
changes in the cost of these  materials  from their  current  levels.  Materials
purchased on the spot market are sometimes  subject to unanticipated  and sudden
price  increases.  Due to the  competitive  nature of the markets  served by the
Company's  products,  it is often  difficult  to recover  such  increases in raw
material costs through increased product selling prices and consequently overall
operating margins can be affected by such raw material cost pressures.

At December  31, 2000,  none of the  Company's  employees in the U.S.,  the
Netherlands or Taiwan were  represented by bargaining  units, and wage increases
for  such  employees  historically  have  been in line  with  overall  inflation
indices.  Approximately 85% of the Company's Canadian employees are covered by a
three year collective bargaining agreement that expires in 2003 and provides for
annual wage increases of  approximately  3.5%. Wage increases for these Canadian
employees historically have also been in line with overall inflation indices.

Selling,  general and  administrative  costs consist primarily of salaries,
commissions and advertising  expenses  directly  related to product sales and in
1999 and 2000 have been  consistent  as a percentage  of net sales.  In 1998, in
connection with the Company's initial public offering in March 1998, five of the
Company's  officers and directors were awarded  164,880 shares of Class A Common
Stock.  Accordingly,  the Company  recognized  a $3.3  million  pre-tax  charge,
included in selling, general and administrative expenses, equal to the aggregate
value of the Class A shares awarded based on the initial public offering price.

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,  a  portion  of  CompX's  sales
generated from its non-U.S.  operations  (principally in Canada) 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  2000,  weakness  in the euro
negatively  impacted the Company's sales and operating  income  comparisons with
1999  (principally  with  respect to slide  products).  Excluding  the effect of
currency and acquisitions,  the Company's sales increased 3% in 2000 compared to
1999, and operating income  decreased 9%.  Fluctuations in the value of the U.S.
dollar against such other currencies did not significantly  impact CompX's sales
or operating income in 1999 compared to 1998.

Due in  part to  expected  continued  soft  manufacturing  sector  economic
conditions in North America and Europe,  CompX  currently  expects its operating
income in the first half of 2001 to be lower compared to the first half of 2000.
If demand  improves later in 2001,  CompX  believes its operating  income in the
second half of 2001 could be higher  compared to the second half of 2000.  These
current expectations and beliefs are subject to certain risks and uncertainties,
some of which are set forth in  "Business-General."  CompX also intends to focus
on cost control to improve its operating margins.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and  liabilities  and non-cash stock award charges,
for 1998,  1999 and 2000,  are generally  similar to the trends in the Company's
earnings.  Cash provided by operating  activities  (excluding the non-cash stock
award charge in 1998) totaled,  $24.3  million,  $28.4 million and $28.4 million
for the years ended December 31, 1998, 1999 and 2000, respectively,  compared to
net income of $20.7  million,  $25.2  million and $22.1  million,  respectively.
Depreciation and amortization  increased during the past three years in part due
to the  acquisitions  discussed above and additional  expenditures on facilities
expansion discussed below.

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 $54.2
million,  $84.6 million and $32.4 million for the years ended December 31, 1998,
1999 and 2000, respectively.  Cash used by investing activities in 1998 includes
an aggregate  of $41.6  million for the Fort Lock and  Timberline  acquisitions.
Likewise,  $65.0  million in cash was used for the Thomas  Regout and  Dynaslide
acquisitions  in 1999 and  approximately  $9.3  million was used for the Chicago
Lock acquisition in 2000. Other cash flows from investing  activities in each of
the past  three  years  related  principally  to capital  expenditures.  Capital
expenditures in the past three years  emphasized  manufacturing  equipment which
utilizes new technologies and increases automation of the manufacturing  process
to provide for increased  productivity  and efficiency.  The increase in capital
expenditures in 1999 relates primarily to the additions of a fourth plating line
at the Company's  Kitchener  facility,  facility  expansions  in Kitchener,  the
acquisition of an adjoining manufacturing building at Fort Lock and the addition
of automation equipment at all facilities.  The capital expenditure increases in
2000 relate primarily to the completion of facility  expansions  mentioned above
and  additional  facility  expansions at the Company's  Grand Rapids and Mauldin
facilities.

Capital  expenditures for 2001 are estimated at approximately  $21 million,
the  majority of which relate to projects  that  emphasize  improved  production
efficiency and increased  production  capacity.  Firm purchase  commitments  for
capital projects in process at December 31, 2000 approximated $5 million.

Financing  activities.  Net cash provided by financing  activities  totaled
$58.7  million,  $17.0 million and $2.1 million for the years ended December 31,
1998,  1999 and 2000,  respectively.  Net cash provided in 1998 includes  $110.4
million of net proceeds from the Company's  March 1998 initial  public  offering
and the  repayment of the $50 million note payable to Valcor,  discussed  below.
Prior to the initial public  offering,  the Company paid dividends to its parent
company aggregating $1.8 million in 1998. See Notes 9 and 10 to the Consolidated
Financial Statements. The Company also paid its first regular quarterly dividend
since the initial public  offering of $0.125 per share in December  1999.  Total
cash  dividends  paid in 1999 and  2000  were  $2.0  million  and $8.1  million,
respectively.

The Company's  board of directors has authorized the Company to purchase up
to  approximately  1.1  million  shares of its  common  stock in open  market or
privately-negotiated  transactions at unspecified prices and over an unspecified
period of time. As of December 31, 2000, the Company had purchased approximately
844,000 shares for an aggregate of $8.7 million pursuant to such  authorization.
In February  2001,  the Company  purchased  approximately  243,000 shares for an
aggregate purchase price of $2.4 million.

At December 31, 2000, the Company had $59 million of borrowing availability
under its Revolving Senior Credit Facility.

Other

Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Revolving Senior Credit Facility,  together with cash on
hand,  will be  sufficient  to meet the  Company's  liquidity  needs for working
capital, capital expenditures, debt service and dividends.

The Company periodically evaluates its liquidity requirements,  alternative
uses of capital,  capital needs and available  resources in view of, among other
things, its capital  expenditure  requirements in light of its capital resources
and estimated  future  operating  cash flows.  As a result of this process,  the
Company has in the past and may in the future seek to raise additional  capital,
refinance or restructure indebtedness,  issue additional securities,  repurchase
shares of its common stock,  modify its dividend policy 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.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General.  The  Company is exposed  to market  risk from  changes in foreign
currency  exchange  rates and  interest  rates.  The Company  periodically  uses
currency  forward  contracts to manage a portion of foreign  exchange  rate risk
associated  with  receivables,  or similar  exchange rate risk  associated  with
future  sales,  denominated  in a currency  other than the  holder's  functional
currency. Otherwise, the Company does not generally enter into forward or option
contracts to manage such market risks,  nor does the Company enter into any such
contract  or other type of  derivative  instrument  for  trading or  speculative
purposes.  Other than the contracts discussed below, the Company was not a party
to any forward or derivative  option contract  related to foreign exchange rates
or interest rates at December 31, 1999 and 2000. See Note 1 to the  Consolidated
Financial Statements.

Interest  rates.  The  Company is exposed  to market  risk from  changes in
interest rates, primarily related to indebtedness.

At  December  31,  1999  and  2000,  substantially  all  of  the  Company's
outstanding  indebtedness  were variable  rate  borrowings.  Such  borrowings at
December  31, 2000 related  principally  to $39 million ($20 million at December
31,  1999) in  borrowings  under  the  Revolving  Senior  Credit  Facility.  The
outstanding  balances at December  31,  1999 and 2000  (which  approximate  fair
value)  had a  weighted-average  interest  rate of 6.2% and 6.7%,  respectively.
Amounts  outstanding  under this credit  facility are due in 2003.  In addition,
Dynaslide had $1.2 million in short-term bank borrowings outstanding at December
31, 2000.  These borrowings bear interest at 6.8%, are denominated in New Taiwan
dollars and were repaid in January 2001.  Information for such  foreign-currency
denominated  indebtedness is presented in its U.S. dollar  equivalent  using the
December 31, 2000 exchange rate of 33.0 New Taiwan dollars per U.S. dollar.  The
remaining  indebtedness  outstanding  at  December  31,  1999  and  2000  is not
material.

Foreign  currency  exchange  rates.  The  Company is exposed to market risk
arising  from  changes  in  foreign  currency  exchange  rates  as a  result  of
manufacturing  and selling its products  outside the United States  (principally
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,  a portion of CompX's  sales  generated  from its
non-U.S.  operations (principally in Canada) 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.

Certain  of  CompX's  sales  generated  by  its  Canadian   operations  are
denominated in U.S.  dollars.  To manage a portion of the foreign  exchange rate
market  risk  associated  with  receivables,   or  similar  exchange  rate  risk
associated  with future  sales,  at December  31, 2000 CompX had entered  into a
series of short-term  forward exchange  contracts maturing through March 2001 to
exchange  an  aggregate  of $9.1  million for an  equivalent  amount of Canadian
dollars at an exchange  rate of Cdn $1.482 per U.S.  dollar.  Similar  contracts
were  outstanding  at December 31, 1999 to exchange an aggregate of $6.0 million
for an equivalent  amount of Canadian  dollars at exchange rates ranging between
Cdn  $1.491  and Cdn  $1.486  per  U.S.  dollar.  At each  balance  sheet  date,
outstanding currency forward contracts are  marked-to-market  with any resulting
gain  or loss  recognized  in  income  currently.  The  difference  between  the
estimated  fair  value  and the  face  value  of all  such  outstanding  forward
contracts at December 31, 1999 and 2000 is not material.

Other.  Beginning  January 1, 1999,  eleven of the  fifteen  members of the
European  Union  ("EU"),  including  the  Netherlands,  adopted  a new  European
currency  unit (the  "euro")  as their  common  legal  currency.  Following  the
introduction  of the euro,  the  participating  countries'  national  currencies
remain  legal tender as  denominations  of the euro from January 1, 1999 through
January 1, 2002,  and the  exchange  rates  between  the euro and such  national
currency units are fixed.

As of January 1, 2001,  the functional  currencies of the Company's  Thomas
Regout  operations in Maastricht,  the Netherlands,  had begun conversion to the
euro from its  national  currency.  This is  expected to be  completed  in 2001.
Although not expected,  the euro conversion may impact the Company's operations,
including, among other things, changes in product pricing decisions necessitated
by cross-border price transparencies.  Such changes in product pricing decisions
could  impact  both  selling  prices and  purchasing  costs  and,  consequently,
favorably or unfavorably  impact results of operations.  Because of the inherent
uncertainty of the ultimate  effect of the euro  conversion,  the Company cannot
accurately  predict  the  impact  of  the  euro  conversion  on its  results  of
operations, financial condition or liquidity.

The above  discussion  includes  forward-looking  statements of market risk
which  assume  hypothetical  changes  in market  prices.  Actual  future  market
conditions  will likely differ  materially from such  assumptions.  Accordingly,
such  forward-looking  statements  should not be considered to be projections by
the Company of future  events or losses.  Such  forward-looking  statements  are
subject  to  certain  risks  and  uncertainties  some of  which  are  listed  in
"Business-General."

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information  called for by this Item is contained in a separate section
of this Annual Report.  See "Index of Financial  Statements and Schedules" (page
F-1).

ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required by this Item is  incorporated  by  reference  to
CompX's  definitive Proxy Statement to be filed with the Securities and Exchange
Commission  pursuant  to  Regulation  14A  within  120 days after the end of the
fiscal year covered by this report (the "CompX Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this Item is incorporated by reference to the
CompX Proxy Statement. See Note 10 to the Consolidated Financial Statements.

PART IV

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

(a) and (d)      Financial Statements and Schedules

The Registrant

The consolidated financial statements and schedules listed on
the accompanying Index of Financial Statements and Schedules
(see page F-1) are filed as part of this Annual Report.

(b)                       Reports on Form 8-K

No reports on Form 8-K were filed for the quarter 
ended December 31, 2000.

(c)                       Exhibits

Included  as  exhibits  are the items  listed in the Exhibit
Index.  CompX  will  furnish  a copy of any of the  exhibits
listed  below upon payment of $4.00 per exhibit to cover the
costs to  CompX  of  furnishing  the  exhibits.  Instruments
defining  the  rights of holders of  long-term  debt  issues
which do not exceed 10% of consolidated total assets will be
furnished to the Commission upon request.

Item No.                            Exhibit Item

3.1             Restated   Certificate  of  Incorporation  of  Registrant  -
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (File No. 333-42643).

3.2             Bylaws of Registrant - incorporated  by reference to Exhibit
3.2 of the Registrant's  Registration  Statement on Form S-1
(File No. 333-42643).

10.1            Intercorporate Services Agreement between the Registrant and
Valhi,  Inc.  effective as of January 1, 2000 - incorporated
by reference to Exhibit 10.1 of the  Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.

10.2            Intercorporate Services Agreement between the Registrant and
NL  Industries,  Inc.  effective  as of  January  1,  2000 -
incorporated  by reference to Exhibit 10.6 to NL Industries,
Inc.'s  Quarterly  Report on Form 10-Q (File No.  1-640) for
the quarter ended June 30, 2000.

10.3*           CompX  International  Inc. 1997  Long-Term  Incentive Plan -
incorporated   by   reference   to   Exhibit   10.2  of  the
Registrant's  Registration  Statement  on Form S-1 (File No.
333-42643).

10.4*           CompX   International   Inc.   Variable   Compensation  Plan
effective as of January 1, 1999 - incorporated  by reference
to Exhibit 10.4 of the  Registrant's  Annual  Report on Form
10-K for the year ended December 31, 1998.

Item No.                            Exhibit Item

10.5            Agreement  between  Haworth,  Inc.  and  Waterloo  Furniture
Components,  Ltd. and Waterloo  Furniture  Components,  Inc.
effective  October 1, 1992 -  incorporated  by  reference to
Exhibit 10.3 of the Registrant's  Registration  Statement on
Form S-1 (File No. 333-42643).

10.6            Tax Sharing Agreement among the Registrant, Valcor, Inc. and
Valhi,  Inc. dated as of January 2, 1998 -  incorporated  by
reference to Exhibit 10.4 of the  Registrant's  Registration
Statement on Form S-1 (File No. 333-42643).

10.7            $100,000,000   Credit  Agreement   between  the  Registrant,
Bankers  Trust  Company,   as  Agent  and  various   lending
institutions  dated  February  26,  1998 -  incorporated  by
reference to Exhibit 10.5 of the  Registrant's  Registration
Statement on Form S-1 (File No. 333-42643).

10.8            Amendment  No. 1 to  Credit  Agreement  between  Registrant,
Bankers  Trust  Company,   as  Agent  and  various   lending
institutions,  dated  December  15, 1999 -  incorporated  by
reference to Exhibit 10.8 of the Registrant's  Annual Report
on Form 10-K for the year ended December 31, 1999.

10.9            Offer and  Acquisition  Agreement  dated  December  18, 1998
between CompX  International  Inc. and Thomas Regout Holding
N.V. -  incorporated  by  reference  to  Exhibit  2.1 of the
Registrant's  Current  Report on Form 8-K dated  January 29,
1999.

10.10*          Release  agreement  between  the  Registrant  and  Joseph S.
Compofelice, effective as of November 6, 2000.

21.1           Subsidiaries of the Registrant.

23.1           Consent of PricewaterhouseCoopers LLP.

99.1           Annual  Report of the  CompX  Contributory  Retirement  Plan
(Form  11-K) to be filed  under Form  10-K/A to this  Annual
Report on Form 10-K within 180 days after December 31, 2000.

99.2           Annual   Report  of  the  401(k)   Plan  of  The  Fort  Lock
Corporation  (Form  11-K) to be filed  under Form  10-K/A to
this  Annual  Report  on Form  10-K  within  180 days  after
December 31, 2000.

*Management contract, compensatory plan or agreement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:      /s/ Brent A. Hagenbuch                    
------------------------------------------------
Brent A. Hagenbuch
President and
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the  following  persons in the  capacities  and on the
dates indicated.

Signature                  Title                    Date

/s/ Glenn R. Simmons                Chairman of the Board        March 16, 2001
-----------------------------
Glenn R. Simmons

/s/ Brent A. Hagenbuch              President and                March 16, 2001
-----------------------------       Chief Executive Officer
Brent A. Hagenbuch                  (Principal Executive and
Financial Officer)

/s/ David A. Bowers                 Vice Chairman of the Board   March 16, 2001
-----------------------------       and Chief Operating Officer
David A. Bowers                                   

/s/ Todd W. Strange                 Vice President and           March 16, 2001
-----------------------------       Controller (Principal
Todd W. Strange                     Accounting Officer)

/s/ Edward J. Hardin                Director                     March 16, 2001
-----------------------------
Edward J. Hardin

/s/ Paul M. Bass, Jr.               Director                     March 16, 2001
-----------------------------
Paul M. Bass, Jr.

/s/ Ann Manix                       Director                     March 16, 2001
-----------------------------
Ann Manix

/s/ Steven L. Watson                Director                     March 16, 2001
-----------------------------
Steven L. Watson

Annual Report on Form 10-K

Items 8, 14(a) and 14(d)

Index of Financial Statements and Schedules

Financial Statements                                                        Page

Report of Independent Accountants ...................................       F-2

Consolidated Balance Sheets - December 31, 1999 and 2000 ............       F-3

Consolidated Statements of Income -
Years ended December 31, 1998, 1999 and 2000 .......................       F-5

Consolidated Statements of Comprehensive Income -
Years ended December 31, 1998, 1999 and 2000 .......................       F-6

Consolidated Statements of Cash Flows -
Years ended December 31, 1998, 1999 and 2000 .......................       F-7

Consolidated Statements of Stockholders' Equity -
Years ended December 31, 1998, 1999 and 2000 .......................       F-9

Notes to Consolidated Financial Statements ..........................       F-10

Financial Statement Schedule

Report of Independent Accountants ........................................   S-1

Schedule II - Valuation and qualifying accounts ..........................   S-2

Schedules I, III and IV are omitted because they are not applicable.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of CompX International Inc.:

In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related consolidated statements of income,  comprehensive income, cash flows and
stockholders' equity, present fairly, in all material respects, the consolidated
financial  position of CompX  International Inc. and Subsidiaries as of December
31, 1999 and 2000, and the  consolidated  results of their  operations and their
cash flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.  These  financial  statements are the  responsibility  of the Company's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Houston, Texas
February 9, 2001

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 1999 and 2000

(In thousands, except share data)

ASSETS                                        1999          2000
----          ----

Current assets:

Cash and cash equivalents ........................      $ 12,169      $  9,820
Accounts receivable, less allowance for
doubtful accounts of $725 and $487 ..............        29,053        30,833
Income taxes receivable from affiliates ..........            22           305
Refundable income taxes ..........................           462         2,165
Inventories ......................................        27,659        36,246
Prepaid expenses .................................         1,858         2,408
Deferred income taxes ............................         1,258         1,209
--------      --------

Total current assets .........................        72,481        82,986
--------      --------

Other assets:
Goodwill .........................................        41,697        42,213
Other intangible assets ..........................         2,787         2,646
Deferred income taxes ............................         2,499         1,813
Other ............................................           203           868
--------      --------

Total other assets ...........................        47,186        47,540
--------      --------

Property and equipment:
Land .............................................         3,549         5,709
Buildings ........................................        27,898        34,500
Equipment ........................................        70,242        78,357
Construction in progress .........................         6,710         9,787
--------      --------
108,399       128,353
Less accumulated depreciation ....................        25,154        33,394
--------      --------

Net property and equipment ...................        83,245        94,959
--------      --------

$202,912      $225,485

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

December 31, 1999 and 2000

(In thousands, except share data)

LIABILITIES AND STOCKHOLDERS' EQUITY                       1999           2000
----           ----

Current liabilities:

Current maturities of long-term debt .................   $   1,367    $   1,638
Accounts payable and accrued liabilities .............      25,389       26,487
Income taxes .........................................          91          648
Deferred income taxes ................................        --            103
---------    ---------

Total current liabilities ........................      26,847       28,876
---------    ---------

Noncurrent liabilities:
Long-term debt .......................................      20,900       39,000
Deferred income taxes ................................       3,223        4,852
Accrued pension costs ................................       1,209        1,168
Other ................................................       1,274          626
---------    ---------

Total noncurrent liabilities .....................      26,606       45,646
---------    ---------

Minority interest ......................................         103         --
---------    ---------

Stockholders' equity:
Preferred stock, $.01 par value; 1,000 shares
authorized, none issued .............................        --           --
Class A common stock, $.01 par value;
20,000,000 shares authorized; 6,147,380 and 6,204,680
shares issued .......................................          61           62
Class B common stock, $.01 par value;
10,000,000 shares authorized, issued and outstanding          100          100
Additional paid-in capital ...........................     118,067      119,194
Retained earnings ....................................      37,415       51,395
Accumulated other comprehensive income-
currency translation ................................      (6,287)     (11,123)
Treasury stock, at cost - nil and 844,300 shares .....        --         (8,665)
---------    ---------

Total stockholders' equity .......................     149,356      150,963
---------    ---------

$ 202,912    $ 225,485

Commitments and contingencies (Note 11)

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 1998, 1999 and 2000

(In thousands, except per share data)

1998        1999         2000
----        ----         ----

Net sales ...................................................   $ 152,093    $ 225,888    $ 253,294
---------    ---------    ---------

Costs and expenses:
Cost of sales .............................................     102,004      160,628      187,299
Selling, general and administrative .......................      19,706       25,220       28,693
Other expense (income), net ...............................        (412)        (104)           9
General corporate expense (income), net ...................      (2,834)        (572)        (452)
Interest expense ..........................................       1,094        1,554        2,302
---------    ---------    ---------

119,558      186,726      217,851
---------    ---------    ---------

Income before income taxes and
minority interest ....................................      32,535       39,162       35,443

Provision for income taxes ..................................      12,034       14,102       13,390

Minority interest in losses .................................        (165)        (103)          (3)
---------    ---------    ---------

Net income ............................................   $  20,666    $  25,163    $  22,056
=========    =========    =========

Basic and diluted earnings per common share .................   $    1.37    $    1.56    $    1.37
=========    =========    =========

Cash dividends per share ....................................   $     .18    $    .125    $     .50
=========    =========    =========

Shares used in the calculation of earnings per share amounts:
Basic earnings per share ..................................      15,052       16,146       16,115
Dilutive impact of stock options ..........................          32            3           32
---------    ---------    ---------

Diluted earnings per share ................................      15,084       16,149       16,147
=========    =========    =========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 1998, 1999 and 2000

(In thousands)

1998         1999          2000
----         ----          ----

Net income ..............................    $ 20,666     $ 25,163     $ 22,056
--------     --------     --------

Other comprehensive income -
currency translation adjustment:
Pre-tax amount ......................      (2,001)      (3,875)      (5,159)
Less income tax benefit .............        (668)        --           (323)
--------     --------     --------

Total other comprehensive income ....      (1,333)      (3,875)      (4,836)
--------     --------     --------

Comprehensive income ..............    $ 19,333     $ 21,288     $ 17,220
========     ========     ========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 1998, 1999 and 2000

(In thousands)

1998        1999         2000
----        ----         ----

Cash flows from operating activities:

Net income ..................................   $  20,666    $ 25,163    $ 22,056
Depreciation and amortization ...............       4,538       9,406      12,416
Deferred income taxes .......................        (830)      1,423       2,310
Noncash stock award of Management Shares ....       3,298        --          --
Minority interest ...........................        (165)       (103)         (3)
Other, net ..................................         (85)       (243)        (73)
Change in assets and liabilities:
Accounts receivable .......................      (1,319)     (3,186)       (826)
Inventories ...............................        (375)     (1,992)     (7,421)
Accounts payable and accrued liabilities ..       1,486      (2,470)      2,746
Accounts with affiliates ..................        (904)        532        (284)
Income taxes ..............................        (687)     (1,579)     (1,033)
Other, net ................................      (1,357)      1,471      (1,458)
---------    --------    --------

Net cash provided by operating activities      24,266      28,422      28,430
---------    --------    --------

Cash flows from investing activities:
Capital expenditures ........................     (12,928)    (19,703)    (23,128)
Purchase of business units ..................     (41,646)    (64,975)     (9,346)
Other, net ..................................         398          54         111
---------    --------    --------

Net cash used by investing activities ...     (54,176)    (84,624)    (32,363)
---------    --------    --------

Cash flows from financing activities:
Long-term debt:
Additions .................................      75,475      20,000      20,274
Principal payments ........................     (75,157)     (1,009)     (2,454)
Deferred financing costs paid .............        (200)       --          --
Repayment of demand note to Valcor ..........     (50,000)       --          --
Issuance of common stock ....................     110,378        --         1,027
Dividends ...................................      (1,800)     (2,018)     (8,076)
Common stock reacquired .....................        --          --        (8,665)
Other .......................................        --          --            13
---------    --------    --------

Net cash provided by financing activities      58,696      16,973       2,119
---------    --------    --------

Net increase (decrease) .......................   $  28,786    $(39,229)   $ (1,814)
=========    ========    ========

See accompanying notes to consolidated financial statements.

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Years ended December 31, 1998, 1999 and 2000

(In thousands)

1998         1999         2000
----         ----         ----

Cash and cash equivalents:
Net increase (decrease) from:
Operating, investing and financing

Activities ....................................   $ 28,786    $(39,229)   $ (1,814)
Business units acquired ........................        387       4,785        --
Currency translation ...........................       (997)       (750)       (535)
Balance at beginning of year .....................     19,187      47,363      12,169
--------    --------    --------

Balance at end of year ...........................   $ 47,363    $ 12,169    $  9,820
========    ========    ========

Supplemental disclosures:
Cash paid for:
Interest .......................................   $  1,244    $  1,253    $  2,086
Income taxes ...................................     14,449      13,284      12,562

Net assets consolidated - business units acquired:
Cash and cash equivalents ......................   $    387    $  4,785    $   --   
Goodwill .......................................     23,145      22,700       4,837
Other intangible assets ........................      3,057        --           254
Other non-cash assets ..........................     21,653      54,966       7,144
Liabilities ....................................     (6,596)    (17,476)     (2,889)
--------    --------    --------

Cash paid ......................................   $ 41,646    $ 64,975    $  9,346
========    ========    ========

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Years ended December 31, 1998, 1999 and 2000

(In thousands)

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

Balance at December 31, 1997   $--   $100   $  4,412   $ (4,596)   $ (1,079)   $  --      $  (1,163)

Net income .................    --    --        --       20,666        --         --         20,666
Other comprehensive income .    --    --        --         --        (1,333)      --         (1,333)
Cash dividends .............    --    --        --       (1,800)       --         --         (1,800)
Issuance of common stock:
Initial public offering ..    60    --     110,318       --          --         --        110,378
Management shares ........     1    --       3,297       --          --        3,298
---   ----   --------   --------    --------    -------    ---------

Balance at December 31, 1998    61    100    118,027     14,270      (2,412)      --        130,046

Net income .................    --    --        --       25,163        --         --         25,163
Other comprehensive income .    --    --        --         --        (3,875)      --         (3,875)
Cash dividends .............    --    --        --       (2,018)       --         --         (2,018)
Issuance of common stock ...    --    --          40       --          --         --             40
---   ----   --------   --------    --------    -------    ---------

Balance at December 31, 1999    61    100    118,067     37,415      (6,287)      --        149,356

Net income .................    --    --        --       22,056        --         --         22,056
Other comprehensive income .    --    --        --         --        (4,836)      --         (4,836)
Cash dividends .............    --    --        --       (8,076)       --         --         (8,076)
Issuance of common stock ...     1    --       1,072       --          --         --          1,073
Common stock reacquired ....    --    --        --         --          --       (8,665)      (8,665)
Other ......................    --    --          55       --          --         --             55
---   ----   --------   --------    --------    -------    ---------

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

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Summary of significant accounting policies:

Organization.  CompX  International Inc. (NYSE: CIX) is 68% owned by Valhi,
Inc. (NYSE: VHI) and Valhi's  wholly-owned  subsidiary Valcor,  Inc. at December
31, 2000. Prior to the Company's March 1998 initial public offering, the Company
was a  wholly-owned  subsidiary of Valcor.  The Company  manufactures  and sells
component products (ergonomic  computer support systems,  precision ball bearing
slides and security products).  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 each of such companies and the Company.

Management estimates. The preparation of financial statements in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported  amount of revenues and
expenses  during the  reporting  period.  Ultimate  actual  results may, in some
instances, differ from previously estimated amounts.

Principles  of  consolidation.   The  accompanying  consolidated  financial
statements   include  the   accounts  of  CompX   International   Inc.  and  its
majority-owned  subsidiaries.  All material  intercompany  accounts and balances
have been  eliminated.  Certain  prior year  amounts have been  reclassified  to
conform to the current year presentation.

Fiscal  year.  The  Company's  operations  are  reported on a 52 or 53-week
fiscal year.  The years ended  December  31, 1999 and 2000 each  consisted of 52
weeks, and the year ended December 31, 1998 consisted of 53 weeks.

Translation of foreign  currencies.  Assets and liabilities of subsidiaries
whose  functional  currency  is other  than the U.S.  dollar are  translated  at
year-end  rates of exchange and revenues and expenses are  translated at average
exchange rates prevailing during the year. Resulting translation adjustments are
accumulated in stockholders'  equity as part of accumulated other  comprehensive
income, net of applicable deferred income taxes and minority interest.  Currency
transaction gains and losses are recognized in income currently. The net foreign
currency transaction gain (loss), included in other income, net, was $512,000 in
1998, ($290,000) in 1999 and ($117,000) in 2000.

Cash and cash  equivalents.  Cash equivalents  consist  principally of bank
time deposits and government and  commercial  notes with original  maturities of
three months or less.

Net sales.  Sales are  recorded  when  products  are  shipped and title has
passed to the customer.  Amounts  charged for shipping and handling are included
in net sales. Costs incurred for shipping and handling, generally netted against
sales, were $3.9 million in 1998, $4.8 million in 1999 and $6.6 million in 2000.

The  Company  adopted  the  Securities  and  Exchange   Commission's  Staff
Accounting Bulletin ("SAB") No. 101, Revenue  Recognition,  as amended, in 2000.
SAB No. 101 provides guidance on the recognition, presentation and disclosure of
revenue,  including  specifying  basic criteria which must be met before revenue
can be recognized. The impact of adopting SAB No. 101 was not material.

Inventories and cost of sales.  Inventories are stated at the lower of cost
or market.  Inventories  are based on average  cost or the  first-in,  first-out
method.

Property,  equipment and  depreciation.  Property and equipment,  including
purchased  computer software for internal use, are stated at cost.  Expenditures
for maintenance, repairs and minor renewals are expensed; expenditures for major
improvements are capitalized.  Depreciation for financial  reporting purposes is
computed principally by the straight-line method over the estimated useful lives
of 15 to 40 years for buildings and three to 10 years for equipment. Accelerated
depreciation methods are used for income tax purposes,  as permitted.  Upon sale
or retirement of an asset,  the related cost and  accumulated  depreciation  are
removed  from  the  accounts  and  any  gain or loss  is  recognized  in  income
currently.

When  events or  changes  in  circumstances  indicate  that  assets  may be
impaired, an evaluation is performed to determine if impairment does exist. Such
events or changes in  circumstances  include,  among other  things,  significant
current and prior periods or current and projected  periods  operating losses, a
significant  decrease in the market value of an asset or a significant change in
the  extent  or  manner  in which an asset is used.  All  relevant  factors  are
considered.  The test for  impairment  is performed by comparing  the  estimated
future  undiscounted cash flows (exclusive of interest expense)  associated with
the asset to the asset's net carrying  value to  determine  if a  write-down  to
market  value or  discounted  cash flow value is  required.  If the asset  being
tested for  impairment was acquired in a business  combination  accounted for by
the purchase method,  any goodwill which arose out of that business  combination
may  also  be  considered  in  the  impairment  test  if  the  goodwill  related
specifically  to the  acquired  asset and not to other  aspects of the  acquired
business, such as the customer base or product lines.

Intangible  assets and amortization.  Goodwill,  representing the excess of
cost over fair value of individual net assets acquired in business  combinations
accounted for by the purchase method, is amortized by the  straight-line  method
over 20 years and is stated net of accumulated  amortization  of $2.7 million at
December 31, 1999 and $5.1 million at December 31, 2000.

Other intangible assets,  consisting  primarily of the estimated fair value
of certain patents  acquired,  are being amortized by the  straight-line  method
over the lives of such patents  (approximately 12.25 years remaining at December
31,  2000) and are  stated net of  accumulated  amortization  of $.4  million at
December 31, 1999 and $.8 million at December 31, 2000.

When events or changes in  circumstances  indicate  that goodwill and other
intangible  assets may be impaired,  an  evaluation is performed to determine if
impairment does exist. Such events or circumstances include, among other things,
a prolonged  period of time during  which the  Company's  consolidated  net book
value per share is less than the  Company's  quoted  market price for its common
stock or significant  current and prior periods or current and projected periods
operating  losses related to the applicable  business.  All relevant factors are
considered in determining whether impairment exists. If impairment is determined
to exist,  goodwill  and,  if  appropriate,  the  underlying  long-lived  assets
associated with the goodwill,  are written down to reflect the estimated  future
discounted cash flows expected to be generated by the underlying business.

Currency forward contracts. Certain of the Company's sales generated by its
Canadian  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 such 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.  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.  $1.4816 per
U.S. dollar.  Such contracts mature through March 2001.  Similar  contracts were
also  outstanding  at December 31, 1999 to exchange an aggregate of $6.0 million
for an equivalent  amount of Canadian  dollars at exchange rates ranging between
Cdn $1.491 and Cdn $1.486.  These contracts matured in March 2000. The estimated
fair value of all such  currency  forward  contracts is not material at December
31, 1999 and 2000. At December 31, 2000, the actual exchange rate was Cdn. $1.50
per U.S. dollar (1999 - Cdn. $1.44 per U.S. dollar).

Income  taxes.  Prior to March 1998,  the Company was a member of Contran's
consolidated  United States  federal income tax group (the "Contran Tax Group").
The policy for  intercompany  allocation of federal  income taxes  provided that
subsidiaries included in the Contran Tax Group compute the provision for federal
income  taxes on a separate  company  basis.  The Company  made  payments to, or
received  payments  from,  Contran  in the  amount  they  would  have paid to or
received  from the  Internal  Revenue  Service  had it not been a member  of the
Contran Tax Group.  The separate  company  provisions and payments were computed
using the tax elections  made by Contran.  Subsequent  to the Company's  initial
public offering of shares of its Class A common stock in March 1998, the Company
became a separate U.S.  federal income taxpayer and ceased being a member of the
Contran  Tax Group.  The  Company  continues  to be a part of  consolidated  tax
returns filed by Contran in certain U.S. state jurisdictions.

Deferred  income tax assets and liabilities are recognized for the expected
future tax  consequences  of  temporary  differences  between the income tax and
financial  reporting  carrying  amounts  of assets  and  liabilities,  including
undistributed  earnings  of  foreign  subsidiaries  which  are not  deemed to be
permanently  reinvested.  The Company  periodically  evaluates  its deferred tax
assets and adjusts any related valuation  allowance based on the estimate of the
amount of such deferred tax assets which the Company  believes does not meet the
"more-likely-than-not"  recognition  criteria.  Earnings of foreign subsidiaries
deemed to be permanently  reinvested aggregated $32 million at December 31, 1999
and $48 million at December 31, 2000.

Earnings per share.  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.  The weighted average number of outstanding
stock options which were excluded from the  calculation of diluted  earnings per
share because their impact would have been antidilutive aggregated approximately
847,922 in 2000 and 472,514 in 1999 (nil in 1998).

Stock options. The Company accounts for stock-based  employee  compensation
in accordance with Accounting  Principles  Board Opinion 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 not less  than the  market  price  on the  grant  date.
Compensation  cost  recognized by the Company in accordance with APBO No. 25 has
not been significant in any of the past three years.

Other.  Advertising  costs,  expensed as incurred,  were  $423,000 in 1998,
$1,030,000  in 1999  and  $931,000  in 2000.  Research  and  development  costs,
expensed as incurred,  were $643,000 in 1998,  $1,032,000 in 1999 and $1,082,000
in 2000.

New accounting  principle not yet adopted. The Company will adopt 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 will be recognized as either assets or liabilities
and  measured  at fair  value.  The  accounting  for  changes  in fair  value of
derivatives  will  depend  upon the  intended  use of the  derivative,  and such
changes will be recognized either in net income or other  comprehensive  income.
As permitted by the  transition  requirements  of SFAS No. 133, as amended,  the
Company will exempt 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  discussed above, the Company is
not a party to any significant  derivative or hedging instrument covered by SFAS
No. 133 at December 31, 2000. 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 will not be material.

Note 2 - Business units acquired:

In  1998,  the  Company   acquired  two  U.S.  lock  producers  (Fort  Lock
Corporation  and related  assets in March 1998 and  Timberline  Lock,  Ltd.  and
related  assets  in  November  1998) for an  aggregate  cash  purchase  price of
approximately $41.6 million. Funding for these acquisitions was provided by cash
on hand and $25 million of borrowings under the Company's $100 million revolving
credit facility discussed in Note 6.

In January 1999, the Company  acquired Thomas Regout Holding N.V.  ("Thomas
Regout"),  a precision ball bearing slide producer based in the  Netherlands for
aggregate cash  consideration of NLG 98 million ($53.2 million),  using funds on
hand  and $20  million  of  borrowings  under  the  Company's  revolving  credit
facility.  In November 1999, the Company acquired the business that produces the
Dynaslide  line of precision  ball bearing  drawer  slides in two  manufacturing
plants in Taipei,  Taiwan  ("Dynaslide").  The purchase  price of $11.8  million
includes all the assets and operations  that produce the Dynaslide  products and
was financed with existing cash.

In January 2000, the Company  acquired  substantially  all of the operating
assets of Chicago Lock  Company for  approximately  $9.4 million in cash.  CompX
used  borrowings  under its existing  credit  facility to pay the cash  purchase
price.

The Company  accounted  for these  acquisitions  by the purchase  method of
accounting  and,  accordingly,  the results of operations  and cash flows of the
businesses  acquired  are  included  in  the  Company's  consolidated  financial
statements subsequent to the respective dates of acquisition. The purchase price
for all of  these  acquisitions  has been  allocated  to the  individual  assets
acquired and liabilities assumed based upon estimated fair values.

Assuming the Thomas Regout and Fort Lock Corporation  acquisitions occurred
as of January 1, 1998,  the Company's  unaudited pro forma net sales,  operating
income and net income in 1998 would have been $212.6 million,  $32.5 million and
$20.1 million,  respectively.  Diluted pro forma earnings per common share would
have been $1.33 per share.  The pro forma effect of the Timberline  Lock,  Ltd.,
Dynaslide and Chicago Lock acquisitions is not material. The unaudited pro forma
financial  information is not  necessarily  indicative of the actual results had
the transactions occurred at the beginning of the period, nor do they purport to
represent the results of future operations of the combined companies.

Note 3 -       Business and geographic segments:

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 support systems,  precision ball bearing
slides and security products. The Company evaluates segment performance based on
segment operating income.  The accounting  policies of the reportable  operating
segments are the same as those described in Note 1. Capital expenditures include
additions to property and equipment but exclude amounts attributable to business
units acquired in business  combinations  accounted for by the purchase  method.
See Note 2.

Segment assets are comprised of all assets  attributable  to the reportable
operating  segments.  Corporate  assets are not  attributable  to the  operating
segments and consist  primarily  of cash and cash  equivalents.  For  geographic
information,  net sales are  attributed  to the place of  manufacture  (point of
origin) and the location of the customer  (point of  destination);  property and
equipment are  attributed to their physical  location.  At December 31, 1999 and
2000,  the net assets of  non-U.S.  subsidiaries  included in  consolidated  net
assets approximated $92 million.

Years ended December 31,
1998          1999           2000
----          ----           ----
(In thousands)

Operating income .................   $  30,795    $  40,144    $  37,293

Interest expense .................      (1,094)      (1,554)      (2,302)
General corporate income, net ....       2,834          572          452
---------    ---------    ---------

Income before income taxes and
minority interest ...........   $  32,535    $  39,162    $  35,443
=========    =========    =========

Net sales:
Point of origin:
Canada .......................   $  92,272    $  96,915    $  99,088
United States ................      58,018       89,036      106,294
The Netherlands ..............        --         36,834       35,767
Taiwan .......................        --            706       12,145
Other ........................       1,803        2,397         --
---------    ---------    ---------

$ 152,093    $ 225,888    $ 253,294
=========    =========    =========

Years ended December 31,
1998             1999             2000
----             ----             ----
(In thousands)

Point of destination:

United States ...............         $105,189         $133,700         $159,658
Canada ......................           40,284           43,556           43,903
Europe ......................            3,664           41,498           34,858
Other .......................            2,956            7,134           14,875
--------         --------         --------

$152,093         $225,888         $253,294
========         ========         ========

December 31,
1998          1999           2000
----          ----           ----
(In thousands)
Total assets:

Operating segment ..................      $121,645      $202,028      $222,376
Corporate ..........................        30,737           884         3,109
--------      --------      --------

$152,382      $202,912      $225,485
========      ========      ========

Net property and equipment:
United States ......................      $ 20,607      $ 34,235      $ 47,555
Canada .............................        18,307        25,217        24,410
The Netherlands ....................          --          17,602        17,259
Other Europe .......................         1,356         1,281          --
Other ..............................          --           4,910         5,735
--------      --------      --------

$ 40,270      $ 83,245      $ 94,959
========      ========      ========

Note 4 -       Inventories:

December 31,
1999           2000
----           ----
(In thousands)

Raw materials ............................            $ 9,038            $11,866
Work in process ..........................              8,669             11,454
Finished products ........................              9,898             12,811
Supplies .................................                 54                115
-------            -------

$27,659            $36,246

Note 5 -       Accounts payable and accrued liabilities:

December 31,
1999           2000
----           ----
(In thousands)

Accounts payable ...........................           $ 9,850           $12,560
Accrued liabilities:
Employee benefits ........................             7,746             7,898
Insurance ................................               707               311
Royalties ................................               504               470
Other ....................................             6,582             5,248
-------           -------

$25,389           $26,487

Note 6 -       Indebtedness:

December 31,
1999           2000
----           ----
(In thousands)

Revolving bank credit facility ...................        $20,000        $39,000
Capital lease obligations and other ..............          2,267          1,638
-------        -------
22,267         40,638
Less current portion .............................          1,367          1,638
-------        -------

$20,900        $39,000

The Company has a $100 million  unsecured  revolving  bank credit  facility
which bears  interest at the  Eurodollar  Rate plus  between 17.5 and 90.0 basis
points  depending on certain  coverage ratios  (resulting in an interest rate of
6.7% at December 31, 2000) and is due no later than  February  2003.  Borrowings
are available for the Company's general corporate purposes,  including potential
acquisitions.  At December 31, 2000,  $59 million was  available  for  borrowing
under this facility.  The facility  contains certain  covenants and restrictions
customary in lending  transactions of this type,  including  restrictions on the
payment  of  dividends  and   requirements  to  maintain   specified  levels  of
consolidated  net worth (as  defined).  At December 31, 2000,  $12.8  million is
available for dividends under the terms of the agreement.

Other indebtedness at December 31, 2000 includes approximately $1.2 million
in debt relating to a short-term bank borrowing. This borrowing,  denominated in
New Taiwan  dollars,  bore  interest at an  interest  rate of 6.8% and was fully
repaid in January 2001.

Capital lease obligations,  stated net of imputed interest, are due through
2001.

Aggregate  maturities  of long-term  debt at December 31, 2000 are shown in
the table below.

Years ending December 31,                                              Amount
(In thousands)

2001                                                                $ 1,638
2002                                                                    -
2003                                                                 39,000
-------

$40,638

Note 7 -       Employee benefit plans:

Defined   contribution   plans.  The  Company   maintains  various  defined
contribution  plans  with  Company  contributions  based  on  matching  or other
formulas.  Defined  contribution plan expense  approximated  $1,074,000 in 1998,
$1,472,000 in 1999 and $1,608,000 in 2000.

Defined benefit plans. The Company maintains a defined benefit pension plan
covering  substantially all full-time  employees of Thomas Regout B.V. Variances
from  actuarially  assumed  rates  will  result in  increases  or  decreases  in
accumulated  pension  obligations,  pension expense and funding  requirements in
future periods.

The rates  used in  determining  the  actuarial  present  value of  benefit
obligations are presented below:

December 31,
1999          2000
----          ----

Discount rate ........................................           4.0%         4.0%
Rate of increase in future
compensation levels .................................           3.0%         3.0%
Long-term rate of return on assets ...................           4.0%         4.0%

The funded status of the  Company's  defined  benefit  pension  plans,  the
components of net periodic  defined  benefit  pension cost and the rates used in
determining the actuarial present value of benefit  obligations are presented in
the tables below.

Years ended December 31,
1999         2000
----         ----
(In thousands)

Change in projected benefit obligations ("PBO"):

PBO at beginning of the year .....................   $  --      $ 2,261
Acquisition of Thomas Regout .....................     2,366       --
Service cost .....................................       151        131
Interest .........................................        92         80
Change in foreign exchange rates .................      (348)      (171)
-------    -------

PBO at end of the year .......................   $ 2,261    $ 2,301
=======    =======

Change in fair value of plan assets:
Fair value of plan assets at beginning of the year   $  --      $   990
Acquisition of Thomas Regout .....................       977       --   
Actual return on plan assets .....................        41         35
Employer contributions ...........................        62         54
Participant contributions ........................        58         51
Change in foreign exchange rates .................      (148)       (75)
-------    -------

Fair value of plan assets at end of year .....   $   990    $ 1,055
=======    =======

Funded status at year-end -
Plan assets less than PBO ........................   $ 1,271    $ 1,246
=======    =======

Amounts recognized in the statement of
financial position - accrued pension
cost:
Current ........................................   $    62    $    78
Noncurrent .....................................     1,209      1,168
-------    -------

$ 1,271    $ 1,246
=======    =======

Net periodic pension cost:
Service cost benefits ............................   $   151    $   131
Interest cost on PBO .............................        92         80
Expected return on plan assets ...................       (41)       (35)
-------    -------
$   202    $   176
=======    =======

Note 8 -       Income taxes:

The  components of pre-tax  income and the provision for income taxes,  the
difference  between the  provision for income taxes and the amount that would be
expected  using  the  U.S.  federal  statutory  income  tax  rate of 35% and the
comprehensive provision for income taxes are presented below.

Years ended December 31,
1998          1999       2000
----          ----       ----
(In thousands)
Components of pre-tax income:

United States .........................   $  6,835    $ 14,112    $  7,746
Non-U.S ...............................     25,700      25,050      27,697
--------    --------    --------

$ 32,535    $ 39,162    $ 35,443
========    ========    ========

Provision for income taxes:
Currently payable:
U.S. federal and state ..............   $  3,351    $  4,493    $  2,385
Foreign .............................      9,513       8,186       8,695
--------    --------    --------

12,864      12,679      11,080
--------    --------    --------
Deferred taxes:
U.S .................................       (714)         38       1,034
Foreign .............................       (116)      1,385       1,276
--------    --------    --------

(830)      1,423       2,310
--------    --------    --------

$ 12,034    $ 14,102    $ 13,390
========    ========    ========

Expected tax expense, at the U.S. federal
statutory income tax rate of 35% .......   $ 11,387    $ 13,708    $ 12,405
Non-U.S. tax rates ......................        134         241         (90)
Incremental U.S. tax on earnings of
foreign subsidiary .....................       --          --           198
No tax benefit for goodwill amortization         290         625         610
State income taxes and other, net .......        223        (472)        267
--------    --------    --------

$ 12,034    $ 14,102    $ 13,390
========    ========    ========

Comprehensive provision (benefit)
for income taxes allocable to:
Pre-tax income ........................   $ 12,034    $ 14,102    $ 13,390
Other comprehensive income -
currency translation .................       (668)       --          (323)
--------    --------    --------

$ 11,366    $ 14,102    $ 13,067
========    ========    ========

The  components  of net deferred tax assets  (liabilities)  are  summarized
below.

December 31,
1999       2000
----       ----
(In thousands)

Tax effect of temporary differences relating to:

Inventories ............................................   $  (114)   $   283
Property and equipment .................................    (5,559)    (7,505)
Accrued liabilities and other deductible differences ...     3,582      2,674
Tax loss and credit carryforwards ......................     4,812      3,890
Other taxable differences ..............................    (1,420)    (1,275)
Valuation allowance ....................................      (767)      --
-------    -------

$   534    $(1,933)
=======    =======

Net current deferred tax assets ..........................   $ 1,258    $ 1,209
Net current deferred tax liabilities .....................      --         (103)
Net noncurrent deferred tax assets .......................     2,499      1,813
Net noncurrent deferred tax liabilities ..................    (3,223)    (4,852)
-------    -------

$   534    $(1,933)
=======    =======

At  December  31,  2000,  the Company had $.7 million of foreign tax credit
carryforwards,  which expire through 2001.  The valuation  allowance at December
31, 1999  represents an offset to a change in gross  deferred  income tax assets
due to a change in  estimate  of the  Company's  ability to utilize a portion of
these foreign tax credit carryforwards.  Such valuation allowance was eliminated
during  2000 due to  utilization  of  foreign  tax  credits in excess of amounts
previously estimated.

At  December  31,  2000,   the  Company  has  net  operating  loss  ("NOL")
carryforwards,  which expire in 2007 through 2018, of approximately $8.4 million
for U.S.  federal  income tax  purposes.  The NOL  carryforwards  arose from the
acquisition of Thomas Regout's U.S. subsidiary. These losses may only be used to
offset future taxable income of the acquired subsidiary and are not available to
offset   taxable  income  of  other   subsidiaries.   Utilization  of  such  NOL
carryforward is limited to approximately $400,000 annually. The Company utilized
NOL  carryforwards  of $300,000 in 1999 and nil in 2000 to offset tax expense of
$105,000   and   nil,   respectively.   The   Company   believes   that   it  is
more-likely-than-not that all such NOLs will be utilized to reduce future income
tax  liabilities.  Consequently,  no valuation  allowance  has been  recorded to
offset the deferred tax asset related to these NOLs.

Note 9 - Stockholders' equity:

Shares of common stock
Class A                   Class B
Issued and
Issued     Treasury    Outstanding   Outstanding

Balance at December 31, 1997 ....        --         --            --      10,000,000

Issued at initial public offering   5,980,000       --       5,980,000          --
Stock award grants ..............     164,880       --         164,880
--------    ----------    ----------

Balance at December 31, 1998 ....   6,144,880       --       6,144,880    10,000,000

Issued ..........................       2,500       --           2,500          --
---------   --------    ----------    ----------

Balance at December 31, 1999 ....   6,147,380       --       6,147,380    10,000,000

Issued ..........................      57,300       --          57,300          --   
Reacquired ......................        --     (844,300)     (844,300)         --
---------   --------    ----------    ----------

Balance at December 31, 2000 ....   6,204,680   (844,300)    5,360,380    10,000,000
=========   ========    ==========    ==========

Class A and Class B common  stock.  The shares of Class A Common  Stock and
Class B Common Stock are  identical in all respects,  except for certain  voting
rights  and  certain  conversion  rights in respect of the shares of the Class B
Common  Stock.  Holders  of Class A Common  Stock are  entitled  to one vote per
share.  Valcor,  which  holds  all of the  outstanding  shares of Class B Common
Stock,  is entitled to one vote per share in all matters  except for election of
directors,  for which Valcor is entitled to ten votes per share.  Holders of all
classes of common stock entitled to vote will vote together as a single class on
all matters presented to the stockholders for their vote or approval,  except as
otherwise  required by  applicable  law.  Each share of Class A Common Stock and
Class B Common Stock have an equal and ratable right to receive  dividends to be
paid from the Company's  assets when, and if declared by the Board of Directors.
In the event of the dissolution,  liquidation or winding up of the Company,  the
holders of Class A Common  Stock and Class B Common  Stock will be  entitled  to
share  equally  and  ratably  in the assets  available  for  distribution  after
payments are made to the Company's creditors and to the holders of any preferred
stock of the Company that may be outstanding at the time.  Shares of the Class A
Common Stock have no  conversion  rights.  Under certain  conditions,  shares of
Class B Common Stock will convert,  on a  share-for-share  basis, into shares of
Class A Common Stock.

Public  offering.  In March 1998,  the Company  completed an initial public
offering  of  5,980,000  shares  of the  Company's  Class A  Common  Stock at an
offering  price to the  public of $20.00  per  share.  The net  proceeds  to the
Company were approximately $110.4 million. A majority of the net proceeds to the
Company  from the offering  were used to repay  borrowings  under the  Company's
revolving credit facility discussed in Note 6.

Reacquired  common stock.  The Company's  board of directors has authorized
the  Company to purchase up to  approximately  1.1 million  shares of its common
stock in open market or privately-negotiated  transactions at unspecified prices
and over an unspecified period of time. As of December 31, 2000, the Company had
purchased approximately 844,000 shares for an aggregate of $8.7 million pursuant
to such authorization.

Stock award grants.  In March 1998, the Company  granted  164,880 shares of
Class A Common Stock to certain key individuals of the Company (the  "Management
Shares") for their services in connection with the initial public offering.  The
Company valued such Class A shares awarded at the initial public  offering price
of $20 per share,  and the  aggregate  value of the Class A shares  awarded  was
approximately $3.3 million.  The Company recognized a charge, at the time of the
completion of the public  offering,  equal to the aggregate value of the Class A
shares awarded.

Incentive  compensation  plan. The CompX  International Inc. 1997 Long-Term
Incentive  Plan  provides  for the  award  or  grant  of  stock  options,  stock
appreciation rights,  performance grants and other awards to employees and other
individuals providing services to the Company. Up to 1.5 million shares of Class
A Common Stock may be issued  pursuant to the plan.  Generally,  employee  stock
options  are granted at prices not less than the market  price of the  Company's
stock on the date of grant,  vest over five  years and expire ten years from the
date of grant.

The following  table sets forth changes in  outstanding  options during the
past three  years.  The  options  granted in 1998 were  issued  concurrent  with
completion of the initial public  offering  discussed above at an exercise price
equal to the $20 per share initial public offering price.

Amount
Exercise               payable
price per                upon
Shares                   share                exercise
(In thousands, except
per share amounts)

Outstanding at December 31, 1997 .............................              --                 $         --                $   --   

Granted ......................................................               440                        20.00                 8,800
Canceled .....................................................               (21)                       20.00                  (410)
----               --------------              --------

Outstanding at December 31, 1998 .............................               419                        20.00                 8,390

Granted ......................................................               253                15.88 - 20.00                 4,647
Canceled .....................................................               (14)               17.94 - 20.00                  (253)
----               --------------              --------

Outstanding at December 31, 1999 .............................               658                 15.88- 20.00                12,784

Granted ......................................................               292                12.50 - 19.63                 5,360
Exercised ....................................................               (57)               17.94 - 20.00                (1,073)
Canceled .....................................................              (171)               15.88 - 20.00                (3,290)
----               --------------              --------

Outstanding at December 31, 2000 .............................               722               $12.50 - 20.00              $ 13,781
====               ==============              ========

Outstanding options at December 31, 2000 represent approximately 13% of the
Company's outstanding Class A common shares at that date and expire through 2010
with a weighted-average remaining term of 8 years. At December 31, 2000, options
to purchase  183,000 of the Company's  shares were exercisable at prices ranging
from $20.00 to $15.88 per share, or an aggregate amount payable upon exercise of
$3.6 million.  These exercisable  options are exercisable through 2009 at prices
higher than the Company's  December 31, 2000 market price of $8.94 per share. At
December 31, 2000,  options to purchase  135,000  shares are scheduled to become
exercisable in 2001 and an aggregate of 554,000 shares were available for future
grants.

Other.  The  following  pro forma  information,  required by  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation,"  is based on an  estimation  of the fair  value of CompX  options
issued  subsequent to January 1, 1998. The weighted average fair values of CompX
options  granted  during 1998,  1999 and 2000 were $12.83,  $11.56 and $7.86 per
share,  respectively.  The fair values of such options were calculated using the
Black-Scholes  stock option valuation model with the following  weighted-average
assumptions:  stock price volatility of 37% to 44%, risk-free rates of return of
5.1% to 6.9%,  dividend  yields of nil to 4.0% and an expected term of 10 years.
The  Black-Scholes  model was not  developed for use in valuing  employee  stock
options,  but was  developed  for use in  estimating  the fair  value of  traded
options  that  have no  vesting  restrictions  and are  fully  transferable.  In
addition, it requires the use of subjective  assumptions including  expectations
of future dividends and stock price  volatility.  Such assumptions are only used
for making the  required  fair value  estimate and should not be  considered  as
indicators  of future  dividend  policy  or stock  price  appreciation.  Because
changes  in the  subjective  assumptions  can  materially  affect the fair value
estimate, and because employee stock options have characteristics  significantly
different  from  those  of  traded  options,   the  use  of  the   Black-Scholes
option-pricing  model may not  provide a reliable  estimate of the fair value of
employee stock options.

Had  the  Company   elected  to  account  for  its   stock-based   employee
compensation for all awards granted  subsequent to January 1, 1998 in accordance
with the fair  value-based  accounting  method of SFAS No.  123,  the  Company's
reported net income would have  decreased by $.7 million,  $1.0 million and $1.3
million in 1998,  1999 and 2000  respectively,  or $.05, $.06 and $.08 per basic
share,  respectively.  For purposes of this pro forma disclosure,  the estimated
fair value of options is amortized to expense over the options'  vesting period.
Such pro  forma  impact  on net  income  and  basic  earnings  per  share is not
necessarily indicative of future effects on net income or earnings per share.

Note 10 -      Related party transactions:

The Company may be deemed to be controlled  by Harold C. Simmons.  See Note
1.  Corporations  that may be deemed to be controlled by or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate  transactions such as guarantees,
management and expense  sharing  arrangements,  shared fee  arrangements,  joint
ventures,  partnerships,  loans, options, advances of funds on open account, and
sales,  leases and  exchanges  of assets,  including  securities  issued by both
related  and  unrelated  parties,  and (b)  common  investment  and  acquisition
strategies,   business   combinations,    reorganizations,    recapitalizations,
securities  repurchases,  and  purchases and sales (and other  acquisitions  and
dispositions)  of  subsidiaries,   divisions  or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions  which  resulted  in the  acquisition  by one  related  party  of a
publicly-held  minority equity  interest in another  related party.  The Company
continuously considers,  reviews and evaluates, and understands that Contran and
related entities consider,  review and evaluate,  such  transactions.  Depending
upon the business,  tax and other objectives then relevant,  it is possible that
the Company might be a party to one or more such transactions in the future.

It is the policy of the  Company  to engage in  transactions  with  related
parties  on terms,  in the  opinion of the  Company,  no less  favorable  to the
Company than could be obtained from unrelated parties.

In December 1997, the Company paid a $50 million  dividend to Valcor in the
form of a $50 million demand note payable (the "Valcor  Note").  The Valcor Note
was unsecured and bore interest at a fixed rate of 6%. Interest  expense related
to the Valcor Note was $460,000 in 1998.  The Valcor Note was repaid in February
1998 using proceeds from the Company's  revolving  credit facility  discussed in
Note 6.

Under the terms of  Intercorporate  Service  Agreements  with  Valhi and NL
Industries,  Inc.  ("NL"), a  majority-owned  subsidiary of Valhi,  Valhi and NL
perform  certain  management,  financial  and  administrative  services  for the
Company on a fee basis.  Such fees are based upon  estimates  of time devoted to
the  affairs  of the  Company  by  individual  Valhi  or NL  employees  and  the
compensation of such persons. In addition,  certain occupancy and related office
services are provided based upon square footage occupied. Fees pursuant to these
agreements aggregated $354,000 in 1998, $433,000 in 1999 and $689,000 in 2000.

Certain of the Company's  insurance coverages are arranged for and brokered
by EWI Re, Inc.  Parties  related to Contran own all of the  outstanding  common
stock of EWI.  Through  December 31,  2000,  a  son-in-law  of Harold C. Simmons
managed the operations of EWI.  Subsequent to December 31, 2000, such son-in-law
provides  advisory  services to EWI as requested  by EWI. The Company  generally
does not compensate EWI directly for insurance,  but understands that consistent
with  insurance  industry  practice,  EWI receives a commission for its services
from the insurance underwriters.

The Company and other entities related to Contran participate in a combined
risk management program. Net charges from related parties related to this buying
program,  principally charges for insuring property and other risks,  aggregated
$391,000 in 1998,  $431,000 in 1999 and $563,000 in 2000. These fees and charges
are  principally  pass-through  in nature and,  in the  Company's  opinion,  are
reasonable and not materially different from those that would have been incurred
on a stand-alone basis.

Certain  employees of the Company have been  awarded  shares of  restricted
Valhi common stock and/or  granted  options to purchase Valhi common stock under
the terms of Valhi's stock option plans.  Prior to March 1998,  the Company paid
Valhi the aggregate  difference between the option price and the market value of
Valhi's  common  stock  on the  exercise  date of such  options.  For  financial
reporting  purposes,  the Company accounted for the related credit of $(274,000)
in 1998 in a  manner  similar  to  accounting  for  stock  appreciation  rights.
Effective March 1998, the Company no longer pays Valhi upon the exercise of such
options.  Restricted  stock  which was granted was  forfeitable  unless  certain
periods of employment were completed. The Company paid Valhi the market value of
the restricted  shares on the dates the  restrictions  expired,  and accrued the
related expense over the restriction period.

Note 11 -      Commitments and contingencies:

Legal proceedings.  The Company is involved,  from time to time, in various
contractual,  product  liability,  patent (or  intellectual  property) and other
claims  and  disputes   incidental  to  its  business.   Currently  no  material
environmental  or other  material  litigation is pending or, to the knowledge of
the Company,  threatened. The Company currently believes that the disposition of
all claims and disputes,  individually  or in the  aggregate,  should not have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or liquidity.

Environmental matters and litigation. The Company's operations are governed
by various federal, state, local and foreign environmental laws and regulations.
The Company's policy is to comply with environmental laws and regulations at all
of its plants and to continually strive to improve environmental  performance in
association with applicable industry initiatives.  The Company believes that its
operations  are  in  substantial  compliance  with  applicable  requirements  of
environmental   laws.  From  time  to  time,  the  Company  may  be  subject  to
environmental regulatory enforcement under various statutes, resolution of which
typically involves the establishment of compliance programs.

Income  taxes.  The Company is  undergoing  examinations  of certain of its
income tax returns,  and tax authorities  have or may propose tax  deficiencies.
The Company  believes that it has  adequately  provided  accruals for additional
income taxes and related interest expense which may ultimately  result from such
examinations and believes that the ultimate disposition of all such examinations
should  not  have  a  material  adverse  effect  on its  consolidated  financial
position, results of operations or liquidity.

Prior to the  Company's  IPO,  the  Company was a member of the Contran Tax
Group for U.S. federal income tax purposes.  The Company and Valcor were parties
to a tax sharing  agreement  which provided for the  allocation of U.S.  federal
income tax  liabilities and tax payments as described in Note 1. The Company was
jointly and severally liable for the federal income tax of Contran and the other
companies included in the Contran Tax Group for all periods in which the Company
was  included  in the Contran Tax Group for U.S.  federal  income tax  purposes.
Valcor  and Valhi  have  agreed,  however,  to  indemnify  the  Company  for any
liability  for  federal  income  taxes of the Contran Tax Group in excess of the
Company's tax liability computed in accordance with the tax sharing agreement.

Concentration of credit risk. The Company's  products are sold primarily in
North America and Europe to original  equipment  manufacturers.  The ten largest
customers  accounted for  approximately  40%, 33% and 35% of sales in 1998, 1999
and 2000, respectively.  In 1999 and 2000, no single customer accounted for more
than 10% of sales.  In 1998,  one customer Hon  Industries  Inc.,  accounted for
approximately 10% of sales.

Other.  Royalty  expense was  $1,105,000  in 1998,  $1,097,000  in 1999 and
$1,073,000  in  2000.   Royalties   relate   principally  to  certain   products
manufactured  in  Canada  and sold in the  United  States  under  the terms of a
third-party patent license agreement.

Rent expense,  principally for equipment, was $496,000 in 1998, $609,000 in
1999 and $1,072,000 in 2000. At December 31, 2000,  future minimum rentals under
noncancellable  operating leases are approximately $698,000 in 2001, $584,000 in
2002, $250,000 in 2003, $26,000 in 2004 and $9,000 in 2005.

Firm purchase  commitments for capital  projects in process at December 31,
2000 approximated $5 million.

Note 12 -      Quarterly results of operations (unaudited):

Quarter ended
-------------
March 31  June 30  Sept. 30  Dec. 31
--------  -------  --------  -------
(In millions, except per share amounts)

1999:

Net sales ..........................   $ 55.2   $ 55.0   $ 55.9   $ 59.8
Operating income ...................      9.6      9.7      9.4     11.4
Net income .........................      5.9      6.1      6.1      7.1

Basic and diluted earnings per share   $  .37   $  .38   $  .38   $  .44

2000:
Net sales ..........................   $ 66.1   $ 65.1   $ 63.0   $ 59.0
Operating income ...................     10.7     11.5      9.1      5.9
Net income .........................      6.6      7.1      5.5      2.9

Basic and diluted earnings per share   $  .41   $  .44   $  .34   $  .18

The sum of the  quarterly  per share  amounts  may not equal the annual per
share amounts due to relative  changes in the weighted  average number of shares
used in the per share computations.

REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Stockholders and Board of Directors of CompX International Inc.:

Our audits of the  consolidated  financial  statements  referred  to in our
report dated February 9, 2001,  appearing on page F-2 of this 2000 Annual Report
on Form  10-K of  CompX  International  Inc.,  also  included  an  audit  of the
financial  statement schedule listed in the index on page F-1 of this Form 10-K.
In our opinion,  these financial  statement  schedules  present  fairly,  in all
material  respects,  the  information set forth therein when read in conjunction
with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Houston, Texas
February 9, 2001

COMPX INTERNATIONAL INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Additions
Balance at charged to           Recoveries            Balance
beginning costs and           and currency           at end
Description                 of year    expenses  Deductions translation Other(a) of year
------------------              -------    --------   -------    ------      -----   ------

Year ended December 31, 1998:

Allowance for doubtful accounts .......   $   311   $   109    $ (210)  $  (10)   $  110    $  310
=======   =======    ======   ======    ======    ======

Amortization of goodwill ..............   $  --     $   828    $ --     $ --      $ --      $  828
=======   =======    ======   ======    ======    ======

Amortization of other intangible assets   $    39   $   182    $ --     $   (5)   $ --      $  216
=======   =======    ======   ======    ======    ======

Year ended December 31, 1999:

Allowance for doubtful accounts .......   $   310   $    10    $ (101)  $   12    $  494    $  725
=======   =======    ======   ======    ======    ======

Amortization of goodwill ..............   $   828   $ 1,902    $ --     $ --      $ --      $2,730
=======   =======    ======   ======    ======    ======

Amortization of other intangible assets   $   216   $   210    $ --     $ --      $ --      $  426
=======   =======    ======   ======    ======    ======

Year ended December 31, 2000:

Allowance for doubtful accounts .......   $   725   $  (123)   $  (79)  $  (36)   $ --      $  487
=======   =======    ======   ======    ======    ======

Amortization of goodwill ..............   $ 2,730   $ 2,335    $ --     $ --      $ --      $5,065
=======   =======    ======   ======    ======    ======

Amortization of other intangible assets   $   426   $   359    $ --     $ --      $ --      $  785
=======   =======    ======   ======    ======    ======

(a)     Business units acquired.

RELEASE AGREEMENT

This Release  Agreement  (this  "Agreement") is effective as of November 6,
2000 between Joseph S. Compofelice ("Compofelice") and CompX International Inc.,
a Delaware  corporation  (the "CompX").  In consideration of the mutual promises
herein contained, and of other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows.

Section 1. Resignation of All Position.  If Compofelice has not provided an
earlier  resignation date in writing to CompX or any of its affiliated  entities
(collectively,   the  "Affiliated  Entities"),   Compofelice   acknowledges  his
resignation from all positions with the Affiliated  Entities effective as of the
date of this Agreement,  and agrees to provide such letters as may be reasonably
requested  of him to  evidence  his  resignation  from  all  positions  with the
Affiliated Entities.

Section 2.  General Release

(a) Compofelice hereby releases,  acquits,  and forever discharges any
and all claims and demands of whatever kind or character  that  Compofelice
or his family  members may now have or assert or  hereafter  have or assert
against  the  Affiliated  Entities  or any of  their  officers,  directors,
employees,  agents  or  insurers  for  any  liability,  whether  vicarious,
derivative or direct, whether fixed,  liquidated or contingent,  or whether
known or unknown, with respect to the period commencing at the beginning of
time and continuing through the effective date of this Agreement.

(b) CompX hereby releases, acquits, and forever discharges any and all
claims and demands of whatever kind or character that CompX may now have or
assert or hereafter have or assert against  Compofelice  for any liability,
whether  vicarious,  derivative  or direct,  whether  fixed,  liquidated or
contingent,  or  whether  known or  unknown,  with  respect  to the  period
commencing  at the beginning of time and  continuing  through the effective
date of this Agreement.

Section 3. Payment.  CompX agrees upon the  execution of this  Agreement to
pay Compofelice  $500,000 in a form reasonably  satisfactory to Compofelice less
applicable withholding for tax purposes.

Section 4.  Counterparts.  This  Agreement  may be  executed by the parties
hereto in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.

Section 5. Jurisdiction.  It is understood and agreed that the construction
and  interpretation  of this Agreement shall at all times and in all respects be
governed by and construed in accordance with the laws of the state of Texas. Any
action  brought  under  this  Agreement  or  otherwise  brought  by CompX or its
affiliates  against  Compofelice  shall be brought  in a court  seated in Dallas
County,  Texas and the parties  waive any right to object to such location as an
improper venue for such claim.

Section 6. Complete Agreement. This Agreement contains the entire Agreement
and the  understanding  by and between the parties  with  respect to the subject
hereof and supersedes any previously  existing  agreements  between the parties.
This  Agreement  may not be  modified  or  amended in any  respect  except by an
instrument in writing signed by both of the parties hereto.

IN  WITHESS  WHEREOF,  effective  as of the date  first  set  forth  above,
Compofelice  has executed this  Agreement and CompX has caused this Agreement to
be executed on its behalf by its duly authorized officer.

CompX International Inc.

/s/ Joseph S. Compofelice            By:  /s/ Glenn R. Simmons    
------------------------------       -------------------------------------------
Joseph S. Compofelice                Glenn R. Simmons, Chairman of the Board and
Chief Executive Officer

EXHIBIT 21.1     SUBSIDIARIES OF THE REGISTRANT

% of Voting
Securities
Jurisdiction of   Held at December
Incorporation or        31,
Name of Corporation                                      Organization          2000
-----------------------------------                     ----------------     -------

Waterloo Furniture Components Limited ..............       Canada              100

Fort Lock Corporation ..............................       Illinois            100

Timberline Lock, Ltd. ..............................       Illinois            100

CompX Europe B.V ...................................       Netherlands         100
Thomas Regout Holding B.V ........................       Netherlands         100
Thomas Regout U.S.A., Inc. .....................       Michigan            100
Thomas Regout Nederland B.V ....................       Netherlands         100
Thomas Regout B.V ..............................       Netherlands         100
Thomas Regout International B.V ................       Netherlands         100

CompX Asia Holding Corporation .....................       Malaysia            100
Yin Da Slide Co., Ltd. ...........................       Taiwan              100

Chicago Lock Company ...............................       Delaware            100

Chicago Tubar Company ..............................       Delaware            100

CompX SFC, Inc. ....................................       Delaware            100

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in CompX International  Inc.'s
(i)  Registration  Statement  (Form S-8 No.  333-47539)  and related  Prospectus
pertaining to the CompX  International  Inc. 1997  Long-Term  Incentive Plan and
(ii)  Registration  Statement  (Form S-8 No.  333-56163) and related  Prospectus
pertaining to the National Cabinet Lock, Inc.  Contributory  Retirement Plan, of
our report dated February 9, 2001 on our audits of the consolidated  financial
statements  and financial  statement  schedule of CompX  International  Inc. and
Subsidiaries  included  in this  Annual  Report on Form 10-K for the year  ended
December 31, 2000.

PricewaterhouseCoopers LLP

Houston, Texas
March 16, 2001