SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2002

Commission file number 1-13905

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

Delaware                                            57-0981653     
-------------------------------                           --------------------
(State or other jurisdiction of                              (IRS Employer
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 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 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  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes No X --- ---

The  aggregate  market  value of the 4.7 million  shares of voting stock held by
nonaffiliates of CompX International Inc. as of June 30, 2002 approximated $62.7
million.

As of March 7, 2003, 5,115,780 shares of Class A common stock were outstanding.

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.

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ended  December  31,  2002 as set forth  below  and in the pages  attached
hereto:

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K.                
----------------------------------------

Exhibit No. 99.1, Annual Report of the CompX  Contributory  Retirement
Plan (Form  11-K) for the year ended  December  31,  2002 (filed as an
amendment to the Registrant's  Annual Report on Form 10-K for the year
ended December 31, 2002).

SIGNATURE

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

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

Dated:  June 23, 2003         By:      /s/Darryl R. Halbert        
----------------------------
Darryl R. Halbert
Vice President, Chief
Financial Officer and Controller

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 annual  report on Form 10-K/A  (Amendment  No. 1) of
CompX International Inc.; and

2)   Based on my  knowledge,  this  annual  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 annual report.

Date:  June 23, 2003

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

CERTIFICATION

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

1)   I have  reviewed  this annual  report on Form 10-K/A  (Amendment  No. 1) of
CompX International Inc.; and

2)   Based on my  knowledge,  this  annual  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 annual report.

Date:  June 23, 2003

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

Exhibit 99.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - For the
fiscal year ended December 31, 2002

Commission file number 1-13905
-------

A. Full title of the plan and the address of the plan,  if  different  from
that of the issuer named below:

COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

B. Name of  issuer  of the  securities  held  pursuant  to the plan and the
address of its principal executive office:

COMPX INTERNATIONAL INC.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

SIGNATURE

Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.

COMPX CONTRIBUTORY RETIREMENT PLAN

By:  ADMINISTRATIVE COMMITTEE OF THE
COMPX CONTRIBUTORY RETIREMENT PLAN

By:  /s/ Raymond S. Staton               
------------------------------------
Raymond S. Staton
Committee Member

COMPX CONTRIBUTORY RETIREMENT PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

December 31, 2002

with

REPORT OF INDEPENDENT ACCOUNTANTS

COMPX CONTRIBUTORY RETIREMENT PLAN

Index of Financial Statements and Supplemental Schedule

Page

Report of Independent Accountants                                      2

Financial Statements

Statements of Net Assets Available for Benefits -
December 31, 2001 and 2002                                        3

Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2002                                      4

Notes to Financial Statements                                      5-8

Supplemental Schedule

Schedule H, line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2002                                                    9

Report of Independent Auditors

To the Administrative Committee of
CompX Contributory Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of CompX Contributory Retirement Plan (the "Plan") at December 31, 2001 and 2002
and the changes in net assets available for benefits for the year ended December
31, 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the  Plan's  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
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 our opinion.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of Schedule of
Assets (Held at End of Year) is presented for the purpose of additional analysis
and  is  not  a  required  part  of  the  basic  financial   statements  but  is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

PricewaterhouseCoopers LLP

Dallas, Texas
June 6, 2003

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2001 and 2002

2001              2002
----              ----

Assets:

Investments at fair value ....................      $13,681,452      $12,613,840

Contributions receivable - employer ..........          451,572          536,559
-----------      -----------

Net assets available for benefits ........      $14,133,024      $13,150,399
===========      ===========

COMPX CONTRIBUTORY RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2002

Additions:
Investment income - interest and dividends ................      $    366,271
------------

Contributions:
Employer ................................................           534,362
Participants ............................................         1,338,625
------------

1,872,987

Total additions .......................................         2,239,258
------------

Deductions:
Net depreciation in fair value of investments .............         2,318,155
Benefits to participants ..................................           899,313
Administrative expenses ...................................             4,415
------------

Total deductions ......................................         3,221,883
------------

Net decrease in net assets available for benefits ...........          (982,625)

Net assets available for benefits:
Beginning of year .........................................        14,133,024
------------

End of year ...............................................      $ 13,150,399
============

COMPX CONTRIBUTORY RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Plan and significant accounting policies:

General.  The following  description of the Compx  Contributory  Retirement
Plan (the "Plan") provides only general  information.  Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.

The Plan is a defined  contribution plan which covers eligible salaried and
hourly U.S.  employees of CompX  International  Inc.  and its U.S.  subsidiaries
(collectively,  the  "Employer").  Employees are eligible to  participate in the
Plan as of the first entry date, as defined,  concurrent  with or next following
the completion of 90 days of eligible service and attaining 20 years of age. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").

The Employer is a 69%-owned subsidiary of Valhi, Inc. at December 31, 2002.
Valhi is a 93%-owned  subsidiary  of Contran  Corporation  at December 31, 2002.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee.  Mr. Simmons, the Chairman of the
Board of each of  Contran  and  Valhi,  may be  deemed to  control  each of such
companies and the Employer.

Contributions.  The Plan permits  participants to defer 1% to 100% of their
pre-tax  annual  compensation  as  contributions,  not to exceed a  deferral  of
$11,000  in 2002  (subject  to  adjustment  in future  years),  through  payroll
deductions.  Beginning January 1, 2002, participants who will be at least age 50
by the end of the Plan year may elect to make "catch-up"  contributions,  not to
exceed an  additional  deferral  of $1,000 in 2002  (subject to  adjustments  in
future years) through payroll deductions.  The Employer's  contribution is based
upon a profit-sharing formula and the Employer's profit, as defined,  during the
Plan year. The Employer's contribution is allocated to participants' accounts on
a  percentage  or matching  basis  relative to the  participants'  contributions
(excluding catch-up  contributions) for the year. The Employer's contribution is
reduced, as provided by the Plan, by nonvested amounts forfeited by participants
who withdraw from the Plan. At December 31, 2001 and 2002, unallocated forfeited
nonvested  accounts were $21,274 and $45,501  respectively.  For the years ended
December  31,  2001 and  2002,  forfeitures  of nil and $59 were  used to reduce
employer contributions, respectively.

Vesting and benefits.  Salary deferrals  (including  earnings  thereon) are
immediately  vested while Employer  contributions  (including  earnings thereon)
vest at the rate of 20% per year of service, as defined.

Upon  termination  of  employment,   retirement,  death  or  disability,  a
participant  (or  beneficiary,  if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's  accounts or (ii)
installments  over a period of not more than 30 years.  With the  consent of the
Plan  administrators,  participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.

Benefits are recorded when paid.

Participants'  accounts.  Participants can direct the Plan administrator to
invest, in 1% increments,  their account balance in  publicly-traded  registered
investment  companies or pooled funds  administered by Putnam  Investments or in
CompX  International  Inc. common stock (not to exceed 25% of account balances).
Below are the investment fund options  available to participants at December 31,
2002:

Putnam  Voyager Fund - Seeks  capital  appreciation.  Invests  primarily in
common stocks.

Putnam Vista Fund - Seeks capital appreciation. Invests primarily in common
stocks.

Putnam OTC and Emerging Growth Fund - Seeks capital  appreciation.  Invests
primarily in common stocks of small- to medium-sized "emerging growth" companies
traded in the over-the-counter ("OTC") market.

The George  Putnam Fund of Boston - Seeks to provide a balanced  investment
which  will  produce  both  capital  growth  and  current  income.  Invests in a
diversified group of stocks and bonds.

PIMCO  Total  Return  Fund  -  Seeks  maximum   current  income  and  price
appreciation.  Invests in fixed-income  securities from all major sectors of the
bond market.

UAM ICM Small  Company  Portfolio  Fund - Seeks  maximum,  long-term  total
return. Invests in common stocks of smaller to midsize companies.

Putnam  Stable  Value Fund - This pooled fund seeks  stable  principal  and
relatively high current income.  Invests primarily in high-quality  fixed-income
investments.

Putnam  Asset   Allocation   Fund  -  Growth   Portfolio  -  Seeks  capital
appreciation. Invests in both stocks and bonds.

Putnam Asset  Allocation  Fund - Balanced  Portfolio - Seeks total  return.
Invests in both stocks and bonds.

Putnam Asset Allocation Fund - Conservative  Portfolio - Seeks total return
with preservation of capital. Invests in both stocks and bonds.

Putnam  S&P  500  Index  Fund  - This  pooled  fund  seeks  to  mirror  the
performance and composition of Standard & Poor's 500 Composite Index.

Equity Income Fund - Seeks to provide current income by investing primarily
in Diversified Portfolio of income producing equity securities.

Putnam International Growth Fund - Seeks capital  appreciation.  Invests in
growth and value stocks outside of the United States.

Managers  Special  Equity  Fund  -  Seeks  capital   appreciation   through
investment  primarily  in  the  equity  securities  of a  diversified  group  of
companies  expected to have superior earnings and growth  potential.  The fund's
investments  will tend to be in the  securities  of  companies  having  small to
medium market capitalizations.

Company  Stock Fund - Invests in CompX  International  Inc.  class A common
stock.

The above fund descriptions provide only general information.  Participants
should refer to the Prospectus of each fund for a more complete description.

Each participant's account is credited with the participant's  contribution
and an allocation of the Employer's  contribution and Plan earnings, and charged
with  an  allocation  of  administrative  expenses.  Allocations  are  based  on
participant earnings, matching or account balances, as defined in the Plan.

In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants,  as permitted by the Plan. These loans, which are secured
by the balance in the participant's account, bear interest at rates ranging from
5.25% to 10.5% and mature through 2016.

Plan termination.  The Employer has the right under the Plan to discontinue
its  contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA.  In the event the Plan is  terminated,  the accounts of all
participants will become fully vested.

Basis of accounting.  The financial  statements of the Plan are prepared in
accordance with accounting principles generally accepted in the United States of
America. Valuation of investments is more fully described in Note 2.

Management estimates. The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets,  liabilities,   and  changes  therein,  and  disclosure  of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.

Risks and  uncertainties.  The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities,  mutual funds, and other
investment securities.  Investment securities are exposed to various risks, such
as interest rate,  market, and credit risks. Due to the level of risk associated
with certain  investment  securities,  it is at least  reasonably  possible that
changes in the values of investment  securities  will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.

Expenses of  administering  the Plan.  The Plan  provides that the Employer
will generally reimburse the Plan for administrative  expenses paid by the Plan.
The Employer paid a significant portion of the 2002 administrative expenses.

Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified  plan under Section  401(a) and Section 401(k) of the Internal
Revenue Code (the  "Code"),  and is therefore  exempt from federal  income taxes
under provisions of Section 501(a) of the Code.

The Plan has been amended since it was notified of its exempt status by the
Internal Revenue Service. Management believes the Plan currently is designed and
operates  in  accordance  with  the  applicable  requirements  of the  Code  and
therefore  remains exempt from federal income taxes under  provisions of Section
501(a) of the Code. In February 2002, the Plan submitted the Plan's  document to
the Internal Revenue Service for approval.

Note 2 - Investments:

General.  The  assets  of the  Plan are  held  and the  related  investment
transactions  are  executed by Putnam  Fiduciary  Trust  Company as trustee (the
"Trustee")  of the CompX  Master  401(k)  Plan  Trust (the  "Trust").  The Trust
invests  in  publicly-traded  registered  investment  companies,   pooled  funds
administered by Putnam  Investments and CompX  International Inc. class A common
stock  (see Note 1). The Plan's  investments  are stated at fair value  based on
quoted  market  prices and net  depreciation  for the year is  reflected  in the
Plan's statement of changes in net assets  available for plan benefits.  The net
depreciation consists of realized gains or losses and unrealized appreciation or
depreciation on investments.

The following presents  investments that represent 5 percent or more of the
Plan's net assets at year end:

December 31,
2001            2002
----            ----

Putnam Stable Value Fund (pooled fund) .........      $2,854,648      $3,491,376

Putnam Voyager Fund (class Y shares) ...........       3,043,075       2,138,814

PIMCO Total Return Fund ........................       1,113,511       1,398,213

Putnam Vista Fund (class Y shares) .............       2,006,590       1,244,218

Putnam S&P 500 Index Fund (pooled fund) ........         978,530         859,583

The George Putnam Fund of Boston
(class Y shares) ..............................       1,004,358         743,085

Note 3 - Deposit of participant contributions:

ERISA requires employers to transfer  participant elective deferrals to the
Plan's trust account  within a specified  period of time. In 2001,  the Employer
did not  transfer  certain  contributions  within  the time  required  by ERISA.
However,  all  contributions  have been transferred to the Plan's trust account,
and as prescribed by the regulations, additional amounts have been contributed.

COMPX CONTRIBUTORY RETIREMENT PLAN

SCHEDULE H, line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2002

Fair
value

*Putnam Stable Value Fund (Common/Collective Trust) ...........      $ 3,491,376
*Putnam Voyager Fund - Class Y ................................        2,138,814
*PIMCO Total Return Fund ......................................        1,398,213
*Putnam Vista Fund - Class Y ..................................        1,244,218
*Putnam S&P 500 Index Fund (Common/Collective Trust) ..........          859,583
*The George Putnam Fund of Boston - Class Y ...................          743,085
*Putnam International Growth Fund - Class Y ...................          555,665
*UAM ICM Small Company Portfolio Fund .........................          439,000
*Putnam Equity Income Fund - Class Y ..........................          377,728
*Putnam OTC and Emerging Growth Fund - Class Y ................          313,967
*Putnam Asset Allocation Fund -
Conservative Portfolio - Class Y ............................           89,468
*Putnam Asset Allocation Fund -
Balanced Portfolio - Class Y ................................           77,565
*Putnam Asset Allocation Fund -
Growth Portfolio - Class Y ..................................           66,548
*Managers Special Equity Fund .................................           45,369

*CompX International Inc. Class A common stock ................          157,617

*Loans to participants (with interest rates from
5.25% to 10.5%), mature through 2016 ........................          615,624
-----------

$12,613,840

* party in interest

EXHIBIT 1

CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (File No.  333-56163) of CompX  International  Inc. of our
report  dated  June  6,  2003,   relating  to  the  financial   statements   and
supplementary schedule of the CompX Contributory  Retirement Plan, which appears
in this Form 11-K.

PricewaterhouseCoopers LLP

Dallas, Texas
June 23, 2003

EXHIBIT 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 Annual Report of CompX  International  Inc. (the Company)
on Form 11-K for the year ending  December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the Report),  the undersigned hereby
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
(Chief Executive Officer)
June 23, 2003

/s/  Darryl R. Halbert
------------------------------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer and Controller
June 23, 2003