SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 2004            Commission file number 1-13905
--------------                                   -------

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

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

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

Registrant's telephone number, including area code:    (972) 448-1400
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X  No 
---   ---

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

Number of shares of common stock outstanding on April 15, 2004:
Class A:   5,124,780
Class B:  10,000,000

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.          FINANCIAL INFORMATION

Item 1.        Financial Statements.

Consolidated Balance Sheets - December 31, 2003
and March 31, 2004                                     3-4

Consolidated Statements of Income -
Three months ended March 31, 2003 and 2004              5

Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2003 and 2004              6

Consolidated Statements of Cash Flows -
Three months ended March 31, 2003 and 2004              7

Consolidated Statement of Stockholders' Equity -
Three months ended March 31, 2004                       8

Notes to Consolidated Financial Statements              9-12

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                  13-17

Item 4.        Controls and Procedures.                               17-18

Part II.         OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K.                       19

- 2 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                                              December 31,           March 31,
2003                  2004
------------           -----------

Current assets:

Cash and cash equivalents                                                         $ 21,726             $ 12,365
Accounts receivable, net                                                            25,737               27,387
Income taxes receivable from affiliates                                                306                  256
Refundable income taxes                                                              2,376                1,389
Inventories                                                                         26,317               24,271
Prepaid expenses and other                                                           1,840                1,955
Deferred income taxes                                                                1,920                1,841
--------             --------

Total current assets                                                            80,222               69,464
--------             --------

Other assets:
Goodwill                                                                            43,325               42,934
Other intangible assets                                                              1,945                1,883
Deferred income taxes                                                                  351                   65
Other                                                                                  422                  480
--------             --------

Total other assets                                                              46,043               45,362
--------             --------

Property and equipment:
Land                                                                                 4,746                4,796
Buildings                                                                           28,605               28,492
Equipment                                                                          121,142              120,174
Construction in progress                                                               636                  637
--------             --------

155,129              154,099

Less accumulated depreciation                                                       71,940               74,558
--------             --------

Net property and equipment                                                      83,189               79,541
--------             --------

$209,454             $194,367
========             ========

- 3 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                                             December 31,           March 31,
2003                  2004
------------           ---------

Current liabilities:

Accounts payable and accrued liabilities                                         $ 24,019             $ 21,388
Current portion of long-term debt                                                       -                   37
Deferred income taxes                                                                 505                  489
Income taxes                                                                         -                      14
--------             --------

Total current liabilities                                                      24,524               21,928
--------             --------

Noncurrent liabilities:
Long-term debt                                                                     26,000               14,110
Deferred income taxes                                                               4,550                3,828
Other non-current liabilities                                                          21                   21
--------             --------

Total noncurrent liabilities                                                   30,571               17,959
--------             --------

Stockholders' equity:
Preferred stock                                                                         -                    -
Class A common stock                                                                   62                   62
Class B common stock                                                                  100                  100
Additional paid-in capital                                                        119,437              119,437
Retained earnings                                                                  43,433               44,993
Accumulated other comprehensive income
- currency translation                                                             2,642                1,203
Treasury stock                                                                    (11,315)             (11,315)
--------             -------- 

Total stockholders' equity                                                    154,359              154,480
--------             --------

$209,454             $194,367
========             ========

Commitments and contingencies (Note 1)

See accompanying notes to consolidated financial statements.
- 4 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

Three months ended March 31, 2003 and 2004

(In thousands, except per share data)

2003              2004
----              ----

Net sales                                                                         $51,020           $53,130
Cost of goods sold                                                                 42,197            42,988
-------           -------

Gross margin                                                                    8,823            10,142

Selling, general and administrative expense                                         6,994             7,413
-------           -------

Operating income                                                                1,829             2,729

Other general corporate (income) expense, net                                         491              (217)
Interest expense                                                                      341               209
-------           -------

Income before income taxes                                                        997             2,737

Provision for income taxes                                                            439             1,177
-------           -------

Net income                                                                    $   558           $ 1,560
=======           =======

Basic and diluted earnings per common share                                       $   .04           $   .10
=======           =======

Cash dividends per share                                                          $ 0.125           $  -
=======           =======

Shares used in the calculation of basic and diluted earnings per share
15,116            15,125
=======           =======

See accompanying notes to consolidated financial statements.
- 5 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended March 31, 2003 and 2004

(In thousands)

2003              2004
----              ----

Net income                                                                              $  558           $1,560

Other comprehensive income (loss) -
currency translation adjustment, net of tax                                            3,709           (1,439)
------           ------ 

Comprehensive income                                                              $4,267           $  121
======           ======

See accompanying notes to consolidated financial statements.
- 6 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, 2003 and 2004

(In thousands)

2003             2004
----             ----

Cash flows from operating activities:

Net income                                                                               $   558          $  1,560
Depreciation and amortization                                                              3,424             3,746
Deferred income taxes                                                                       (357)             (562)
Other, net                                                                                    56               102
Change in assets and liabilities:
Accounts receivable                                                                     (1,885)           (1,964)
Inventories                                                                              1,409             1,782
Accounts payable and accrued liabilities                                                (1,457)           (2,266)
Accounts with affiliates                                                                  (252)               50
Income taxes                                                                               607             1,038
Other, net                                                                                (582)             (122)
-------          -------- 

Net cash provided by operating activities                                              1,521             3,364
-------          --------

Cash flows from investing activities:
Capital expenditures                                                                      (2,036)             (609)
Other, net                                                                                    56                10
-------          --------

Net cash used by investing activities                                                 (1,980)             (599)
-------          -------- 

Cash flows from financing activities:
Indebtedness:
Additions                                                                               1,000               252
Principal payments                                                                         (6)          (12,064)
Dividends                                                                                 (1,889)             -   
Other                                                                                       (417)              (28)
-------          -------- 

Net cash used by financing activities                                                 (1,312)          (11,840)
-------          -------- 

Cash and cash equivalents - net change from:
Operating, investing and financing activities                                              (1,771)          (9,075)
Currency translation                                                                          496             (286)
Cash and cash equivalents at beginning of period                                             12,407           21,726
-------         --------

Cash and cash equivalents at end of period                                                  $11,132         $ 12,365
=======         ========

Supplemental disclosures:
Cash paid for:
Interest                                                                                $   494          $   252
Income taxes                                                                                175              521

See accompanying notes to consolidated financial statements.
- 7 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Three months ended March 31, 2004

(In thousands)

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

Balance at December 31, 2003       $62        $100       $119,437      $43,433       $  2,642           $(11,315)       $154,359

Net income                          -           -            -           1,560              -               -              1,560

Other comprehensive income, net     -           -            -            -            (1,439)              -             (1,439)
----        ----       --------      -------       --------           --------        --------

Balance at March 31, 2004          $62        $100       $119,437      $44,993       $  1,203           $(11,315)       $154,480
===        ====       ========      =======       ========           ========        ========

See accompanying notes to consolidated financial statements.
- 8 -

COMPX INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -  Basis of presentation:

The consolidated balance sheet of CompX International Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 2003 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2004 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim periods ended March 31, 2003 and 2004 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the  operating  results  for a  full  year  or  of  future  operations.  Certain
information  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP") has been condensed or omitted. The accompanying  consolidated financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended December 31, 2003 (the "2003 Annual Report").

Basic earnings per share of common stock is based upon the weighted average
number of common shares actually  outstanding  during each period. The impact of
all outstanding stock options on diluted earnings per share was antidilutive.

Commitments and contingencies are discussed in "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  and the 2003 Annual
Report.

At March  31,  2004,  Valhi,  Inc.  (NYSE:  VHI) and  Valhi's  wholly-owned
subsidiary Valcor,  Inc. owned an aggregate of 69% of the Company's  outstanding
common stock,  and a wholly owned subsidiary of Titanium Metals  Corporation,  a
less than majority  affiliate of Valhi,  owned an additional 8% of the Company's
outstanding common stock. At March 31, 2004, Contran Corporation holds, directly
or through subsidiaries,  approximately 90% of Valhi's outstanding common stock.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons,  of which Mr.  Simmons is sole  trustee,  or is held by Mr.  Simmons or
persons or other entities related to Mr. Simmons.  Mr. Simmons,  the Chairman of
the Board of each of Contran,  Valhi and Valcor,  may be deemed to control  such
companies and the Company.

Stock options. As disclosed in the 2003 Annual Report, the Company accounts
for  stock-based  employee  compensation  related  to stock  options  using  the
intrinsic value method in accordance with  Accounting  Principles  Board Opinion
("APBO")  No. 25,  Accounting  for Stock  Issued to  Employees,  and its various
interpretations. Under APBO No. 25, no compensation cost is generally recognized
for fixed stock options in which the exercise  price is greater than or equal to
the market price on the grant date.  Compensation cost recognized by the Company
related to stock  options  in  accordance  with APBO No. 25 was not  significant
during the first three months of 2003 or 2004.

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

- 9 -

Three months ended
March 31,
2003          2004
----          ----
(In thousands)

Net income, as reported                                                                 $   558        $1,560
Deduct:  Total stock-based employee compensation expense
related to stock options determined under fair value
based method for all awards, net of related tax effects                                  (219)         (136)
-------        ------ 

Pro forma net income                                                                    $   339        $1,424
=======        ======

Earnings per share - basic and diluted:
As reported                                                                           $   .04        $  .10
=======        ======

Pro forma                                                                             $   .02        $  .09
=======        ======

Note 2 -       Business segment information:

Three months ended
March 31,

2003               2004
----               ----
(In thousands)

Net sales:

CompX Waterloo                                                                     $23,771             $24,732
CompX Security Products                                                             18,429              18,764
Thomas Regout                                                                        9,093               9,859
Intersegment sales                                                                    (273)               (225)
-------             ------- 
Total net sales                                                                  $51,020             $53,130
=======             =======

Operating income (loss):
CompX Waterloo                                                                     $   452             $   348
CompX Security Products                                                              2,231               2,349
Thomas Regout                                                                         (854)                 32
-------             -------

Total operating income                                                             1,829               2,729

Interest expense                                                                        (341)               (209)
Other general corporate income (expense), net                                           (491)                217
-------             -------

Income before income taxes                                                         $   997             $ 2,737
=======             =======

Note 3 -       Inventories:

December 31,         March 31,
2003              2004
-----------          ----------
(In thousands)

Raw materials                                                                        $ 6,170             $ 6,144
Work in process                                                                       10,852              10,558
Finished products                                                                      9,166               7,426
Supplies                                                                                 129                 143
-------             -------

$26,317             $24,271
=======             =======

- 10 -

Note 4 -       Accounts payable and accrued liabilities:

December 31,         March 31,
2003              2004
-------------        ----------- 
(In thousands)

Accounts payable                                                                     $ 8,597             $ 8,751
Accrued liabilities:
Employee benefits                                                                    7,660               6,397
Insurance                                                                              374                 335
Royalties                                                                              243                  92
Restructuring                                                                        3,223               1,683
Sales rebates                                                                          805                 687
Deferred gain on sale/leaseback                                                        485                 234
Other                                                                                2,632               3,209
-------             -------

$24,019             $21,388
=======             =======

In  2003,   the  Company   recorded  a  $3.3  million   charge  related  to
restructuring its Thomas Regout operations.  The charge represents  severance to
be paid to approximately 100 terminated employees. In the first quarter of 2004,
the Company paid $1.5 million in severance  benefits.  Substantially  all of the
remaining severance is expected to be paid during the second quarter of 2004.

Note 5 - Indebtedness:

December 31,         March 31,
2003               2004
------------         ---------
(In thousands)

Revolving bank credit facility                                                       $26,000             $14,000
Capital lease obligations                                                                                    147
------             -------
26,000              14,147
Less current portion                                                                       -                  37
-------          ----------

$26,000             $14,110
=======             =======

- 11 -

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

Three months ended
March 31,
2003               2004
----               ----
(In thousands)

Interest income                                                                       $  50               $  41
Currency exchange transactions, net                                                    (595)                143
Other, net                                                                               54                  33
-----               -----

$(491)              $ 217
=====               =====

Note 7 - Provision for income taxes:

Three months ended
March 31,
2003               2004
----               ----
(In thousands)

Expected tax expense                                                                 $  349              $  958
Non-U.S. tax rates                                                                      (67)                (31)
Incremental U.S. tax on earnings of foreign
subsidiaries                                                                           217                 189
State income taxes                                                                       26                  27
Other, net                                                                              (86)                 34
------              ------

$  439              $1,177
======              ======

Note 8 -Currency forward exchange contracts:

Certain of the Company's  sales  generated by its non-U.S.  operations  are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of currency  exchange rate market risk  associated
with  receivables,  or similar  exchange rate risk associated with future sales,
denominated in a currency other than the holder's functional  currency.  At each
balance  sheet  date,  any  such   outstanding   currency  forward  contract  is
marked-to-market with any resulting gain or loss recognized in income currently.
These  contracts  are not accounted  for as hedging  instruments  under GAAP. At
December  31,  2003,  the  Company  held a series of  contracts  to manage  such
exchange  rate risk to exchange an aggregate  of U.S.  $4.2 million for Canadian
dollars at exchange  rates of Cdn.  $1.30 to Cdn.  $1.33 per U.S.  dollar.  Such
contracts  matured  through  February 2004. The exchange rate was Cdn. $1.31 per
U.S.  dollar at December 31, 2003. At March 31, 2004,  the Company held a series
of contracts to manage such  exchange rate risk to exchange an aggregate of U.S.
$3.0 million for Canadian  dollars at exchange rates of Cdn. $1.33 to Cdn. $1.34
per U.S. dollar.  Such contracts matured through May 2004. The exchange rate was
Cdn. $1.33 per U.S. dollar at March 31, 2004.

- 12 -

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

Overview

The Company  reported  net income of $1.6  million in the first  quarter of
2004  compared  to net  income of $.6  million  for the first  quarter  of 2003.
Fluctuations in currency exchange rates as compared to the prior year positively
impacted  net sales by $2.5  million;  however,  the  impact on net  income  was
insignificant.  The overall improvement in net income is primarily the result of
the favorable impact of cost reduction initiatives undertaken in 2002 and 2003.

Results of Operations

Three months ended
March 31,                   
-------------------------           %
2003                2004          Change
----                ----          ------
(In millions)

Net sales:

CompX Waterloo                                                      $23,771         $24,732             +4%
CompX Security Products                                              18,429          18,764             +2%
Thomas Regout                                                         9,093           9,859             +8%
Intersegment sales                                                     (273)           (225)           -18%
-------         -------                

Total net sales                                                   $51,020         $53,130             +4%
=======         =======                

Operating income (loss):
CompX Waterloo                                                      $   452         $   348            -23%
CompX Security Products                                               2,231           2,349             +5%
Thomas Regout                                                          (854)             32            n.m.
-------         -------                

Total operating income                                            $ 1,829         $ 2,729            +49%
=======         =======                

n.m. = not meaningful

Sales for the  respective  product  lines in the first  quarter of 2003 and
2004 are as follows:

Three months ended
March 31,                   
-------------------               %
2003             2004             Change
----             ----             ------
(In thousands)

Precision ball-bearing slides                                         $23,169         $24,781              7%
Security products                                                      18,429          18,764              2%
Ergonomic computer support systems                                      6,788           6,562             -3%
Other products                                                          2,634           3,023             15%
-------         -------                
$51,020         $53,130              4%
=======         =======                

Currency.  CompX has substantial  operations and assets located outside the
United  States (in Canada,  the  Netherlands  and Taiwan).  A portion of CompX's
sales generated from its non-U.S. operations are denominated in currencies other
than the U.S.  dollar,  principally  the Canadian  dollar,  the euro and the New
Taiwan  dollar.  In  addition,  a portion of CompX's  sales  generated  from its
non-U.S.  operations (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 values of CompX's foreign sales and operating results are
subject  to  currency  exchange  rate   fluctuations   which  may  favorably  or

- 13 -

unfavorably   impact  reported   earnings  and  may  affect   comparability   of
period-to-period  operating  results.  The effects of  fluctuations  in currency
exchange rates affect the CompX Waterloo and Thomas Regout segments,  and do not
materially affect the CompX Security Products segment.  During the first quarter
of 2004,  currency  exchange  rate  fluctuations  positively  impacted the sales
comparisons  with 2003;  however,  the  fluctuations  did not have a significant
impact  on  the  Company's  net  income  comparisons.   Currency  exchange  rate
fluctuations  of the Canadian dollar  positively  impacted sales of the Waterloo
segment by $1.1  million and currency  exchange  rate  fluctuations  of the euro
positively impacted sales of the Thomas Regout segment by $1.4 million.

Net sales. Net sales increased $2.1 million, or 4%, to $53.1 million in the
first  quarter  of 2004 from  $51.0  million  in the first  quarter  of 2003 due
primarily  to the net effect of  fluctuations  in  currency  exchange  rates (as
discussed  above),  increased  sales volumes at CompX Security  Products,  price
increases on certain slide products and lower sales volumes of slide products at
Thomas Regout.

Cost of goods sold.  The Company's  cost of goods sold  increased 2% in the
first quarter of 2004  compared to 2003 while net sales  increased 4% during the
same period.  The Company's  gross margin  percentage  increased from 17% in the
2003  period  to 19% in the 2004  period.  This  improvement  resulted  from the
favorable  impact of the cost  reduction  efforts  undertaken  in 2002 and 2003,
including   retooling  of  the  Company's  Byron  Center,   Michigan   facility,
consolidation of two Canadian  facilities into one facility and restructuring of
the Thomas  Regout  operations.  Gross margin  comparisons  were also  favorably
impacted by price  increases  on certain  products at CompX  Waterloo,  relative
changes in product mix at CompX  Security  Products in the first quarter of 2004
as compared to the first quarter of 2003, and expenses of approximately $400,000
during the first quarter of 2003  associated with the  consolidation  of the two
Canadian facilities.

Selling, general, and administrative expense. As a percentage of net sales,
selling,  general,  and administrative  expense was 14% of net sales in 2003 and
2004.

Operating  income.  Operating income in the first quarter of 2004 increased
to $2.7  million  compared to $1.8 million for the first  quarter of 2003.  As a
percentage of net sales,  operating income increased to 5% for the first quarter
of 2004 from 4% for the first  quarter of 2003 due to the  improvement  in gross
margins discussed above.

Other general  corporate  income  (expense),  net. The  components of other
general  corporate  income  (expense),  net  are  summarized  in  Note  6 to the
Consolidated  Financial  Statements,  and  primarily  include  interest  income,
currency  exchange  transaction  gains  and  losses,  and  gains  and  losses on
disposals of other assets.  Net currency  exchange  transaction  gains  (losses)
improved  approximately  $738,000  from the first  quarter  of 2003 to the first
quarter of 2004 because the intra-quarter swings in currency exchange rates were
less volatile in 2004.

Interest  expense.  Interest  expense declined in the first quarter of 2004
compared to the first quarter of 2003 due  primarily to lower average  levels of
outstanding debt.

Provision  for income  taxes.  The  principal  reasons  for the  difference
between CompX's effective income tax rates and the U.S. federal statutory income
tax rates are  explained  in Note 7 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (county  and/or  state),  and  relative
changes  in the  geographic  mix of  CompX's  pre-tax  earnings  can  result  in
fluctuations in the effective income tax rate.

- 14 -

Outlook.  The Company expects that weak market  conditions will continue in
the office furniture market, the primary end-market for the Company's  products,
during  2004.  Competitive  pricing  pressures  are expected to continue to be a
challenge as foreign  manufacturing,  particularly in China, gains market share.
The  Company  has  responded  to the  competitive  pricing  pressure  in part by
reducing  production  cost  through  product  reengineering  or  improvement  in
manufacturing   processes,   moving  production  to  lower-cost  facilities  and
providing  value-added customer support services that foreign  manufacturers are
generally unable to provide.  However,  in some cases the Company has determined
to forgo  unprofitable  sales in response to the competitive  pricing pressures.
The Company will continue to focus on cost  improvement  initiatives,  utilizing
lean  manufacturing  techniques and prudent balance sheet management in order to
minimize  the impact of lower  sales to the  office  furniture  industry  and to
develop value-added customer relationships with additional focus on sales of the
Company's  higher-margin ergonomic computer support systems to improve operating
results.  The Company  currently  expects to realize annual cost savings of $3.5
million  to $4  million as the result of the  current  Thomas  Regout  headcount
reduction. However, the Company continues with its ongoing strategic analysis of
the Thomas  Regout  operations,  and  additional  actions  could be taken in the
future that could result in charges for asset  impairment,  including  goodwill,
and other costs in future periods. These actions, along with other activities to
eliminate  excess  capacity,  are  designed  to  position  the  Company  to more
effectively  concentrate  on both new  product and new market  opportunities  to
improve Company profitability.

Liquidity and Capital Resources

Summary.

The Company's  primary  source of liquidity on an ongoing basis is its cash
flow from  operating  activities,  which is  generally  used to (i) fund capital
expenditures,  (ii) repay short-term indebtedness incurred primarily for working
capital  purposes and (iii) provide for the payment of dividends (if  declared).
From time-to-time, the Company will incur indebtedness, primarily for short-term
working capital needs or to fund capital  expenditures.  From time-to-time,  the
Company  may also sell assets  outside  the  ordinary  course of  business,  the
proceeds  of  which  are  generally  used  to  repay   indebtedness   (including
indebtedness  which may have been  collateralized by the assets sold) or to fund
capital expenditures.

At  March  31,  2004,  substantially  all  of  the  Company's  indebtedness
consisted  of the $14  million  outstanding  under  its  revolving  bank  credit
facility  that  matures  in  January  2006.  Because  the  maturity  date of the
indebtedness  isn't until 2006,  the Company does not expect it will be required
to use any of its cash flow from operating  activities  generated during 2004 to
repay  indebtedness,  although  it  may  choose  to do so (as  evidenced  by the
Company's  repayment  of a net $12  million  under  the  revolving  bank  credit
facility during the first quarter of 2004).

Consolidated cash flows.

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and liabilities  have generally been similar to the
trends in the  Company's  earnings.  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.
However,  period-to-period  relative  changes  in  assets  and  liabilities  can
significantly affect the comparability of cash flows from operating  activities.
Such  changes  in  assets  and  liabilities  resulted  in a net  use of  cash of
approximately $2.2 million in the first quarter of 2003 compared to a net use of
cash of $1.5 million in the first quarter of 2004.

- 15 -

Investing  activities.  Net cash used by investing  activities totaled $2.0
million and $.6 million in the first quarter of 2003 and 2004, respectively.

The capital  expenditures for 2004 relate primarily to equipment  additions
designed to utilize new technologies thereby increasing automation and improving
manufacturing efficiencies at the Company's facilities. Capital expenditures for
2004 are estimated at approximately $10 million, the majority of which relate to
projects  that  emphasize  improved  production  efficiency  and the shifting of
production  capacity to lower cost  facilities.  Firm purchase  commitments  for
capital projects not commenced at March 31, 2004 approximated $1.0 million.

Financing  activities.  Net cash used by financing  activities totaled $1.3
million and $11.8 million in the first  quarter of 2003 and 2004,  respectively.
The Company paid a quarterly  dividend of $1.9 million,  or $.125 per share,  in
the first  quarter of 2003,  but the Company  suspended  its  regular  quarterly
dividend in the second  quarter of 2003.  During the first quarter of 2004,  the
Company repaid a net $12 million under its revolving bank credit facility.

Provisions  contained in the Company's revolving bank credit facility could
result in the acceleration of such indebtedness prior to its stated maturity for
reasons  other than  defaults  from  failing to comply  with  typical  financial
covenants. For example, the credit agreement allows the lender to accelerate the
maturity  of the  indebtedness  upon a change of  control  (as  defined)  of the
borrower.  The terms of the credit agreement could result in the acceleration of
all or a portion of the  indebtedness  following a sale of assets outside of the
ordinary course of business.  Other than certain  operating  leases discussed in
the 2003 Annual Report,  neither CompX nor any of its subsidiaries or affiliates
are parties to any off-balance sheet financing arrangements.

Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Company's 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.  To the  extent  that the
Company's  actual  operating  results  or  other  developments  differ  from the
Company's expectations, CompX's liquidity could be adversely affected.

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

Forward Looking Information

As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and

- 16 -

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

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

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

ITEM 4. Controls and Procedures.

The Company maintains a system of disclosure  controls and procedures.  The
term  "disclosure  controls and  procedures,"  as defined by  regulations of the
Securities  and  Exchange  Commission  (the  "SEC"),  means  controls  and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.

- 17 -

Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  or persons
performing  similar  functions,  as appropriate to allow timely  decisions to be
made regarding required disclosure.  Each of David A. Bowers, the Company's Vice
Chairman of the Board,  President  and Chief  Executive  Officer,  and Darryl R.
Halbert,  the Company's Vice President,  Chief Financial Officer and Controller,
have evaluated the Company's  disclosure controls and procedures as of March 31,
2004. Based upon their evaluation,  these executive officers have concluded that
the Company's disclosure controls and procedures are effective as of the date of
such evaluation.

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

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

There has been no change to the  Company's  system  of  internal  controls  over
financial  reporting during the quarter ended March 31, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.

- 18 -

Part II. OTHER INFORMATION

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

(a)    Exhibits

31.1          Certification

31.2          Certification

32.1          Certification

32.2          Certification

The Company has retained a signed  original of any
of the above  exhibits that  contains  signatures,
and the Company  will  provide such exhibit to the
Commission or its staff upon  request.  CompX will
also furnish,  without charge,  a copy of its Code
of  Business  Conduct  and  Ethics  and its  Audit
Committee  Charter,  each as approved by the Board
of Directors on February 24, 2004,  upon  request.
Such requests  should be directed to the attention
of   CompX's   Corporate   Secretary   at  CompX's
corporate  offices  located  at 5430 LBJ  Freeway,
Suite 1700, Dallas, Texas 75240.

(b)    Reports on Form 8-K

Reports on Form 8-K for the quarter ended March 31, 2004.

February 9, 2004 - Reported items 9 and 12.

- 19 -

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

COMPX INTERNATIONAL INC. 
------------------------
(Registrant)

Date April 29, 2004               By /s/ Darryl R. Halbert      
-----------------               ---------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

- 20 -

Exhibit 31.1

CERTIFICATION

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

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

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

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

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

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;
b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

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

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

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

Date:  April 29, 2004

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

Exhibit 31.2

CERTIFICATION

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

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

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

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

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

a)   Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure   controls  and   procedures  to  be  designed   under  our
supervision,  to ensure  that  material  information  relating  to the
registrant,  including its consolidated subsidiaries, is made known to
us by others within those entities,  particularly during the period in
which this report is being prepared;
b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions  about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c)   Disclosed  in this  report  any  change in the  registrant's  internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's  fourth fiscal quarter in
the case of an annual  report)  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the  registrant's  internal
control over financial reporting; and

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

a)   All  significant  deficiencies  in the design or operation of internal
control over financial  reporting which are reasonably likely to could
adversely  affect  the  registrant's   ability  to  record,   process,
summarize and report financial information; and
b)   Any fraud, whether or not material,  that involves management or other
employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Date:  April 29, 2004

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

Exhibit 32.1

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

In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company)  on Form 10-Q for the period  ending  March 31,  2004 as filed with the
Securities and Exchange  Commission on the date hereof (the Report), I, David A.
Bowers, Vice Chairman of the Board, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/David A. Bowers
------------------------------------------
David A. Bowers
Vice Chairman of the Board, President and Chief Executive Officer
April 29, 2004

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

Exhibit 32.2

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

In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company)  on Form 10-Q for the period  ending  March 31,  2004 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Darryl R.
Halbert, Vice President,  Chief Financial Officer and Controller of the Company,
certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted  pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

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

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

/s/Darryl R. Halbert
-----------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller
April 29, 2004

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