UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

Date of Report (Date of the earliest event reported)
October 31, 2005
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CompX International Inc.
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(Exact name of Registrant as specified in its charter)

Delaware                        1-13905                    57-0981653
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(State or other                  (Commission                 (IRS Employer
jurisdiction of                  File Number)                Identification
incorporation)                                                      No.)

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

(972) 448-1400
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(Registrant's telephone number, including area code)

(Former name or former address, if changed since last
report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[  ]   Written communications pursuant to Rule 425 under the Securities Act 
(17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
(17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under  the  
Exchange  Act  (17  CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to  Rule 13e-4(c)  under  the  
Exchange  Act  (17  CFR  240.13e-4(c))

Item 1.01           Entry into a Material Definitive Agreement.

On October 31, 2005, the registrant  entered into a Third  Amendment to
Credit  Agreement  (the  "Amendment")  dated  October  31, 2005 by and among the
registrant and certain of its wholly owned  subsidiaries,  namely CompX Security
Products Inc.,  CompX  Precision  Slides Inc. and CompX Marine Inc., and certain
banks and lending  institutions,  namely  Wachovia Bank,  National  Association,
Compass Bank and Comerica Bank (the "Lenders").  The Amendment amends the Credit
Agreement dated January 22, 2003 by and among the registrant and the Lenders, as
such  agreement  has been amended  from time to time (the  "Credit  Agreement").
Effective  September 30, 2005, the Amendment  reduces the registrant's  negative
covenant  regarding  its  Consolidated  Net  Worth  (as  defined  in the  Credit
Agreement)  so that the  registrant's  Consolidated  Net Worth shall not, at any
time, be less than $135,000,000.  This description of the Amendment is qualified
in its  entirety by the actual terms of the  Amendment  filed as Exhibit 10.1 to
this current report, which terms are incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits

(b) Exhibits

Item No.      Exhibit Index
---------     -----------------------------------------------------

10.1         Third  Amendment  to Credit  Agreement  entered  into
October  31,  2005 by and among  CompX  International
Inc.,  CompX Security  Products Inc., CompX Precision
Slides Inc.  and CompX Marine  Inc.,  Wachovia  Bank,
National Association, Compass Bank and Comerica Bank.

SIGNATURE

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 hereunto duly authorized.

CompX International Inc.
(Registrant)

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

Date:  November 3, 2005

INDEX TO EXHIBIT

Exhibit No.       Description
-----------       --------------------------------------------------

10.1              Third Amendment to Credit  Agreement  entered into October 31,
2005 by and among CompX  International  Inc.,  CompX  Security
Products Inc.,  CompX  Precision  Slides Inc. and CompX Marine
Inc.,  Wachovia Bank, National  Association,  Compass Bank and
Comerica Bank.

THIRD AMENDMENT
TO
CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into this 31st day of October,  2005,  by and among COMPX  INTERNATIONAL
INC., a Delaware  corporation (the "Borrower"),  COMPX SECURITY PRODUCTS,  INC.,
COMPX  PRECISION   SLIDES,   INC.  and  COMPX  MARINE,   INC.  (the  "Subsidiary
Guarantors"),  the banks and lending  institutions party to the Credit Agreement
referred to below (the "Lenders") and WACHOVIA BANK,  NATIONAL  ASSOCIATION,  in
its  capacity  as  administrative  agent for the  Lenders  (the  "Administrative
Agent").

R E C I T A L S:

The Lenders have  extended  certain  credit  facilities to the Borrower
pursuant to the Credit  Agreement dated as of January 22, 2003, by and among the
Borrower,  the Lenders and the Administrative Agent (as amended by (i) the First
Amendment to Credit  Agreement  dated as of October 20, 2003 and (ii) the Second
Amendment  to Credit  Agreement,  Waiver  and  Release  of  European  Investment
Collateral  dated  January  7,  2005,  and  as  otherwise   amended,   restated,
supplemented or modified from time to time, the "Credit Agreement").

The Borrower has  requested  the  Administrative  Agent and the Lenders
amend the Credit Agreement to modify certain  provisions of the Credit Agreement
as more fully set forth  herein.  The Lenders,  the  Administrative  Agent,  the
Subsidiary  Guarantors  and the  Borrower  desire to amend the Credit  Agreement
pursuant to the terms and conditions hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of the  Recitals  and  the  mutual
promises  contained  herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Borrower,  the
Subsidiary Guarantors, the Administrative Agent and the Lenders, intending to be
legally bound hereby, agree as follows:

1.  Capitalized  Terms.  All  capitalized  undefined terms used in this
Amendment shall have the meanings assigned thereto in the Credit Agreement.

2.  Recitals.  The Recitals are  incorporated  herein by reference  and
shall be deemed to be a part of this Amendment.

3.  Amendment to Section 9.2 to the Credit  Agreement.  Effective as of
the Effective Date,  Section 9.2 of the Credit Agreement is amended and restated
to read in its entirety as follows:

"SECTION 9.2.  Consolidated  Net Worth.  Permit,  at 
any time, Consolidated Net Worth to be less than $135,000,000."

4. Conditions to Effectiveness. The effectiveness of this Amendment and
the  obligations  of  the  Lenders   hereunder  are  subject  to  the  following
conditions, unless the Required Lenders waive such conditions:

(a) Amendment  Documents.  The Administrative Agent shall have received
this Amendment executed by the Borrower,  each of the Subsidiary  Guarantors and
each of the Lenders.

(b) Representations and Warranties.  The representations and warranties
of the Borrower contained in Section 6 of this Amendment shall be true on and as
of the date hereof.

5. Effect of the Amendment.  Except as expressly  modified hereby,  the
Credit  Agreement and the other Loan Documents shall be and remain in full force
and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent
to, a  modification  or amendment  of, any other term or condition of the Credit
Agreement  or any other Loan  Document  or (b) to  prejudice  any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in  connection  with the Credit  Agreement or the other Loan
Documents or any of the  instruments or agreements  referred to therein,  as the
same may be  amended  or  modified  from  time to time.  The  Borrower  and each
Subsidiary  Guarantor  promises  and agrees to perform all of the  requirements,
conditions,  agreements and obligations under the terms of the Credit Agreement,
as heretofore  and hereby  amended,  and the other Loan  Documents  being hereby
ratified  and  affirmed.  The  Borrower  and each  Subsidiary  Guarantor  hereby
expressly  agrees  that the Credit  Agreement,  as  amended,  and the other Loan
Documents are in full force and effect.

6.  Representations and Warranties.  The Borrower hereby represents and
warrants to the Administrative Agent and each of the Lenders as follows:

(a) By its execution  hereof,  the Borrower hereby certifies that after
giving effect to this  Amendment(i) each of the  representations  and warranties
set forth in the  Credit  Agreement  and the other  Loan  Documents  is true and
correct  as of the date  hereof  as if  fully  set  forth  herein,  unless  such
representations  and  warranties  relate to a specific  date, in which case such
representations  and  warranties  shall be true and correct as of such  specific
date and (ii) no Default or Event of Default has occurred and is  continuing  as
of the date  hereof nor will such  Default or Event of Default  exist  under the
Credit Agreement (including without limitation, Article IX (Financial Covenants)
thereof).

(b) By its execution hereof, the Borrower  represents and warrants that
as of the date  hereof  there are no claims or offsets  against or  defenses  or
counterclaims  to any of the  obligations  of  the  Borrower  or any  Subsidiary
Guarantor under the Credit Agreement or any other Loan Document.

(c) By  its  execution  hereof,  the  Borrower  hereby  represents  and
warrants that the Borrower and each  Subsidiary  Guarantor has the right,  power
and  authority  and has  taken  all  necessary  corporate  and  other  action to
authorize the  execution,  delivery and  performance  of this Amendment and each
other  document  executed  in  connection  herewith  to  which  it is a party in
accordance with their respective  terms.  This Amendment and each other document
executed in connection herewith has been duly executed and delivered by the duly
authorized officers of the Borrower and each Subsidiary Guarantor, and each such
document constitutes the legal, valid and binding obligation of the Borrower and
each Subsidiary Guarantor, enforceable in accordance with its terms.

(d) The execution and delivery of this Amendment and the performance by
the  Borrower  hereunder  do not and will not require the consent or approval of
any regulatory authority or governmental authority or agency having jurisdiction
over the Borrower nor be in contravention of or in conflict with the articles of
incorporation,  bylaws or other organizational  documents of the Borrower or the
provision of any  statute,  or any  judgment,  order or  indenture,  instrument,
agreement or undertaking,  to which the Borrower is party or by which the assets
or properties of the Borrower are or may become bound.

7. Acknowledgement by Subsidiary Guarantors. By their execution hereof,
each  of  the  Subsidiary  Guarantors  hereby  expressly  (a)  consents  to  the
modifications  and amendments set forth in this Amendment,  (b) reaffirms all of
its respective covenants, representations,  warranties and other obligations set
forth in the Subsidiary Guaranty Agreement and the other Loan Documents to which
it is a party and (c)  acknowledges,  represents  and agrees that its respective
covenants,  representations,  warranties and other  obligations set forth in the
Subsidiary  Guaranty  Agreement  and the other Loan  Documents  to which it is a
party remain in full force and effect.

8.  Costs  and  Expenses.   The  Borrower   shall  pay  all  reasonable
out-of-pocket  costs and expenses of the  Administrative  Agent  invoiced to the
Borrower in  connection  with the  preparation,  execution  and delivery of this
Amendment,  including, without limitation, the reasonable fees and disbursements
of counsel for the Administrative Agent.

9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY,  CONSTRUED  AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.

10.   Counterparts.   This   Amendment  may  be  executed  in  separate
counterparts,  each of which when  executed and delivered is an original but all
of which taken together constitute one and the same instrument.

11.  Headings.  The headings of this  Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.

12. Fax Transmission.  A facsimile,  telecopy or other  reproduction of
this  Amendment may be executed by one or more parties  hereto,  and an executed
copy  of this  Amendment  may be  delivered  by one or more  parties  hereto  by
facsimile or similar  instantaneous  electronic  transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid,  binding and effective for all
purposes.  At the  request of any party  hereto,  all  parties  hereto  agree to
execute an  original of this  Amendment  as well as any  facsimile,  telecopy or
other reproduction hereof.

13.  Effective  Date. This Amendment shall be effective as of September
30, 2005.

IN WITNESS WHEREOF, the parties hereto have executed and delivered,  or
have caused their  respective duly  authorized  officers or  representatives  to
execute and deliver, this Amendment as of the day and year first above written.

BORROWER:

COMPX INTERNATIONAL INC.

By:                               
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Name:  Darryl R. Halbert
Title:  Vice President

SUBSIDIARY GUARANTORS:

COMPX SECURITY PRODUCTS, INC.

By:                               
--------------------------
Name:  Darryl R. Halbert
Title: Vice President

COMPX PRECISION SLIDES, INC.

By:                               
--------------------------
Name:  Darryl R. Halbert
Title:  Treasurer

COMPX MARINE INC.

By:                               
------------------------
Name:  Darryl R. Halbert
Title:  Vice President

ADMINISTRATIVE AGENT AND LENDERS:

WACHOVIA BANK, National Association,
as Administrative Agent and Lender

By:                                
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Name:                    
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Title:                   
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COMPASS BANK,
as Lender

By:                                
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Name:                    
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Title:                   
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COMERICA BANK,
as Lender

By:                                
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Name:                    
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Title:                   
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