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 September 30, 2004        Commission file number 1-13905

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

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

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

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

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

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

Number of shares of common stock outstanding on October 22, 2004:
Class A:   5,169,880
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 September 30, 2004                                3-4

Consolidated Statements of Income -
Three months and nine months ended
September 30, 2003 and 2004                            5

Consolidated Statements of Comprehensive Income -
Three months and nine months ended
September 30, 2003 and 2004                            6

Consolidated Statements of Cash Flows -
Nine months ended September 30, 2003 and 2004          7

Consolidated Statement of Stockholders' Equity -
Nine months ended September 30, 2004                   8

Notes to Consolidated Financial Statements            9-12

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

Item 4.        Controls and Procedures.                              18-19

Part II.         OTHER INFORMATION

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

- 2 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                                             December 31,        September 30,
2003                2004
------------        -------------
Current assets:

Cash and cash equivalents                                                        $ 21,726             $ 16,071
Accounts receivable, net                                                           25,737               28,181
Income taxes receivable from affiliates                                               306                   65
Refundable income taxes                                                             2,376                    -
Inventories                                                                        26,317               26,594
Prepaid expenses and other                                                          1,840                1,657
Deferred income taxes                                                               1,920                1,598
--------             --------

Total current assets                                                           80,222               74,166
--------             --------

Other assets:
Goodwill                                                                           43,325               43,022
Other intangible assets                                                             1,945                1,762
Deferred income taxes                                                                 351                  540
Other                                                                                 422                  368
--------             --------

Total other assets                                                             46,043               45,692
--------             --------

Property and equipment:
Land                                                                                4,746                4,563
Buildings                                                                          28,605               26,359
Equipment                                                                         121,142              121,462
Construction in progress                                                              636                1,559
--------             --------

155,129              153,943

Less accumulated depreciation                                                      71,940               80,499
--------             --------

Net property and equipment                                                     83,189               73,444
--------             --------

$209,454             $193,302
========             ========

- 3 -

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                                          December 31,         September 30,
2003                  2004
------------         -------------

Current liabilities:

Accounts payable and accrued liabilities                                       $ 24,019              $ 23,668
Current portion of long-term debt                                                     -                    38
Deferred income taxes                                                               505                   758
Income taxes                                                                       -                    2,151
--------              --------

Total current liabilities                                                    24,524                26,615
--------              --------

Noncurrent liabilities:
Long-term debt                                                                   26,000                    91
Deferred income taxes                                                             4,550                 3,393
Other non-current liabilities                                                        21                    21
--------              --------

Total noncurrent liabilities                                                 30,571                 3,505
--------              --------

Stockholders' equity:
Preferred stock                                                                       -                     -
Class A common stock                                                                 62                    52
Class B common stock                                                                100                   100
Additional paid-in capital                                                      119,437               108,709
Retained earnings                                                                43,433                52,160
Accumulated other comprehensive income
- currency translation                                                           2,642                 2,161
Treasury stock                                                                  (11,315)                 -
--------              --------

Total stockholders' equity                                                  154,359               163,182
--------              --------

$209,454              $193,302
========              ========

Commitments and contingencies (Note 1)

See accompanying notes to consolidated financial statements.
- 4 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Three months ended            Nine months ended
September 30,                  September 30,
-----------------------       -----------------------
2003            2004          2003           2004
-------         -------       --------       --------

Net sales                                                         $52,534         $55,987       $153,260       $165,858
Cost of goods sold                                                 42,871          43,490        126,868        130,022
-------         -------       --------       --------

Gross margin                                                    9,663          12,497         26,392         35,836

Selling, general and administrative expense                         6,452           6,505         20,483         21,511
Restructuring expense                                               3,528            -             3,528           -
-------         -------       --------       --------

Operating income (loss)                                          (317)          5,992          2,381         14,325

Other general corporate (income) expense, net                          84             175            572           (335)
Interest expense                                                      300              86            963            442
-------         -------       --------       --------

Income (loss) before income taxes                                (701)          5,731            846         14,218

Provision for income taxes (benefit)                                 (308)          1,842            373          5,491
-------         -------       --------       --------

Net income (loss)                                             $  (393)        $ 3,889       $    473       $  8,727
=======         =======       ========       ========

Basic and diluted earnings (loss) per common
Share                                                            $  (.03)        $   .26       $    .03       $    .58
=======         =======       ========       ========

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

Shares used in the calculation of per share
amounts:
Basic earnings per common share                                    15,125          15,163         15,120         15,141
Dilutive impact of outstanding stock options                         -                 24           -                15
-------         -------       --------       --------

Diluted common shares                                              15,125          15,187         15,120         15,156
=======         =======       ========       ========

See accompanying notes to consolidated financial statements.
- 5 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three months ended            Nine months ended
September 30,                 September 30,
----------------------          ---------------------
2003            2004            2003           2004
------          ------          ------         ------

Net income (loss)                                                 $(393)          $3,889          $  473         $8,727

Other comprehensive income (loss) -
currency translation adjustment, net of tax                        618            1,436           9,125           (481)
-----           ------          ------         ------

Comprehensive income                                          $ 225           $5,325          $9,598         $8,246
=====           ======          ======         ======

See accompanying notes to consolidated financial statements.
- 6 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended September 30, 2003 and 2004

(In thousands)

2003              2004
-------          --------
Cash flows from operating activities:

Net income                                                                              $   473          $  8,727
Depreciation and amortization                                                            10,577            10,621
Deferred income taxes                                                                    (2,319)           (1,053)
Other, net                                                                                  668               343
Change in assets and liabilities:
Accounts receivable                                                                    (1,467)           (2,486)
Inventories                                                                             2,052              (249)
Accounts payable and accrued liabilities                                                1,289              (192)
Accounts with affiliates                                                                  582               241
Income taxes                                                                            1,206             4,690
Other, net                                                                              1,016               165
-------          --------

Net cash provided by operating activities                                            14,077            20,807
-------          --------

Cash flows from investing activities:
Capital expenditures                                                                     (7,914)           (2,742)
Proceeds from sale of fixed assets                                                            -             2,134
Other, net                                                                                  695              -
-------          --------

Net cash used by investing activities                                                (7,219)             (608)
-------          --------

Cash flows from financing activities:
Indebtedness:
Additions                                                                              1,000             2,253
Principal payments                                                                    (2,006)          (28,087)
Deferred financing costs paid                                                           (416)              (28)
Proceeds from issuance of common stock                                                        -               499
Dividends                                                                                (1,889)             -
-------          --------

Net cash used by financing activities                                                (3,311)          (25,363)
-------          --------

Cash and cash equivalents - net change from:
Operating, investing and financing activities                                             3,547            (5,164)
Currency translation                                                                      1,804              (491)
Cash and cash equivalents at beginning of period                                           12,407            21,726

Cash and cash equivalents at end of period                                                $17,758          $ 16,071
=======          ========

Supplemental disclosures - cash paid for:
Interest                                                                                $ 1,083          $    459
Income taxes                                                                              1,903             1,501

See accompanying notes to consolidated financial statements.
- 7 -

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Nine months ended September 30, 2004

(In thousands)

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

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

Net income                             -          -            -           8,727             -                -            8,727

Other comprehensive income, net        -          -            -             -              (481)             -             (481)

Issuance of common stock                1         -             576          -               -                -              577

Retirement of treasury stock          (11)        -         (11,304)         -               -              11,315            -
----       ----       --------      -------        --------         ---------      --------

Balance at September 30, 2004        $ 52       $100       $108,709      $52,160        $  2,161         $   -          $163,182
====       ====       ========      =======        ========         =========      ========

- 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 September 30, 2004 and the consolidated statements
of income,  comprehensive  income,  stockholders'  equity and cash flows for the
interim  periods  ended  September  30, 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").  Certain  reclassifications  have been made to prior year  balances to
conform to the current year presentation.

Basic earnings per share of common stock is based upon the weighted average
number of  common  shares  actually  outstanding  during  each  period.  Diluted
earnings per share of common stock includes the impact of  outstanding  dilutive
stock options.  During the third quarter of 2004, the Company retired all of its
shares of Class A common stock held by the Company as treasury shares.

Commitments and contingencies are discussed in the 2003 Annual Report.

At September 30, 2004, NL Industries, Inc. (NYSE: NL) owned an aggregate of
68% of the Company's  outstanding  common stock, and Titanium Metals Corporation
("TIMET")  owned an additional  15% of the Company's  outstanding  common stock.
Prior to September  2004,  the shares of the  Company's  common stock held by NL
were owned by Valhi,  Inc. (NYSE:  VHI) and a wholly-owned  subsidiary of Valhi.
Effective  September  24, 2004, NL completed  the  acquisition  of the shares of
CompX common stock previously held by Valhi and its wholly-owned subsidiary.  At
September  30,  2004,  (i)  Contran  Corporation  holds,   directly  or  through
subsidiaries,  approximately 91% of Valhi's outstanding common stock, (ii) Valhi
holds,  directly or through a subsidiary,  approximately 84% of NL's outstanding
common  stock  and  (iii)  Valhi  holds,   directly  or  through   subsidiaries,
approximately  41% of TIMET'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 NL and Vice Chairman of the Board of TIMET, may be deemed to control each of
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 interim periods of 2003 or 2004.

- 9 -

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.

Three months ended              Nine months ended
September 30,                  September 30,
-------------------           ---------------------
2003         2004             2003           2004
------       ------           ------         ------
(In thousands, except per share amounts)

Net income (loss), as reported                                     $ (393)      $3,889           $  473         $8,727
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)        (135)            (656)          (407)
------       ------           ------         ------

Pro forma net income                                               $ (612)      $3,754           $ (183)        $8,320
======       ======           ======         ======

Earnings per share - basic and diluted:
As reported                                                      $ (.03)      $  .26           $  .03         $  .58
======       ======           ======         ======

Pro forma                                                        $ (.04)      $  .25           $ (.01)        $  .55
======       ======           ======         ======

Note 2 -       Business segment information:

Three months ended              Nine months ended
September 30,                   September 30,
---------------------        ------------------------
2003         2004             2003           2004
-------       ------          --------       --------
(In thousands)
Net sales:

CompX Waterloo                                                     $25,303       $27,115         $ 72,001       $ 78,331
CompX Security Products                                             18,790        19,105           56,054         57,554
Thomas Regout                                                        8,943         9,908           26,256         30,505
Intersegment sales                                                    (502)         (141)          (1,051)          (532)
-------       -------         --------       --------
Total net sales                                                  $52,534       $55,987         $153,260       $165,858
=======       =======         ========       ========

Operating income (loss):
CompX Waterloo                                                     $   337       $ 2,467          $   211       $  5,211
CompX Security Products                                              2,859         2,540            7,550          7,657
Thomas Regout                                                       (3,513)          985           (5,380)         1,457
-------       -------         --------       --------

Total operating income                                              (317)        5,992            2,381         14,325

Interest expense                                                        (300)          (86)            (963)          (442)
Other general corporate income
(expense),  net                                                          (84)         (175)            (572)           335
-------       -------         --------       --------

Income before income taxes                                         $  (701)      $ 5,731          $   846       $ 14,218
=======       =======         ========       ========

Note 3 -       Inventories:

December 31,        September 30,
2003                 2004
------------        -------------
(In thousands)

Raw materials                                                                       $ 6,170             $ 7,180
Work in process                                                                      10,852              10,757
Finished products                                                                     9,166               8,578
Supplies                                                                                129                  79
-------             -------

$26,317             $26,594
=======             =======

- 10 -

Note 4 -       Accounts payable and accrued liabilities:

December 31,       September 30,
2003               2004
------------       -------------
(In thousands)

Accounts payable                                                                    $ 8,597             $ 9,827
Accrued liabilities:
Employee benefits                                                                   7,831               9,350
Insurance                                                                             374                 325
Royalties                                                                             243                  88
Restructuring                                                                       3,223                   -
Sales rebates                                                                         805                 939
Deferred gain on sale/leaseback                                                       485                   -
Other                                                                               2,461               3,139
-------             -------

$24,019             $23,668
=======             =======

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. As of September 30, 2004, all
severance benefits had been paid by the Company.

Note 5 - Indebtedness:

December 31,       September 30,
2003               2004
------------       -------------
(In thousands)

Revolving bank credit facility                                                      $26,000                $  -
Capital lease obligations                                                              -                    129
-------                ----
26,000                 129
Less current portion                                                                   -                     38
-------                ----

$26,000                $ 91
=======                ====

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

Three months ended             Nine months ended
September 30,                  September 30,
-------------------           --------------------
2003         2004             2003           2004
------       ------           ------          ----
(In thousands)

Interest income                                                       $ 40          $  15           $ 126           $ 83
Currency transactions, net                                             (67)          (118)           (691)           198
Other, net                                                             (57)           (72)             (7)            54
----          -----           -----           ----

$(84)         $(175)          $(572)          $335
====          =====           =====           ====

- 11 -

Note 7 - Provision for income taxes:

Three months ended              Nine months ended
September 30,                   September 30,
--------------------           ---------------------
2003          2004             2003           2004
------        ------           ------         ------
(In thousands)

Expected tax expense                                                 $(245)        $2,006           $   296       $4,976
Non-U.S. tax rates                                                     (18)          (133)              (85)        (256)
Incremental U.S. tax on earnings of foreign
subsidiaries                                                          (46)           332               290          936
State income taxes                                                     (85)             -                24          286
Other, net                                                              86           (363)             (152)        (451)
-----         ------           -------       ------

$(308)        $1,842           $   373       $5,491
=====         ======           =======       ======

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  September  30, 2004,  the Company held a
series of contracts to manage such  exchange  rate risk to exchange an aggregate
of U.S.  $3.1 million for Canadian  dollars at exchange  rates of Cdn.  $1.29 to
Cdn. $1.31 per U.S.  dollar.  Such contracts  mature through  November 2004. The
exchange  rate was Cdn.  $1.28  per U.S.  dollar  at  September  30,  2004.  The
financial  impact  of  the  outstanding   currency  forward  contracts  was  not
significant at September 30, 2004 and December 31, 2003.

- 12 -

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

Overview

The Company  reported  net income of $3.9  million in the third  quarter of
2004  compared  to a net loss of  $393,000  for the third  quarter of 2003.  The
Company  reported  net income of $8.7  million in the first nine  months of 2004
compared  to net  income of  $473,000  for the first  nine  months of 2003.  The
improvement in net income  primarily  resulted from the  combination of improved
precision  slide  product  sales  and the  favorable  effect  of cost  reduction
initiatives  undertaken in 2002 and 2003. In addition,  the Company recognized a
$3.5 million  restructuring charge related to Thomas Regout in the third quarter
of 2003.

Results of Operations

Three months ended                     Nine months ended
September 30,                         September 30,           
----------------------      %         ----------------------      %
2003           2004      Change       2003          2004       Change
-------         ------     ------     -------        -------     ------
(In thousands, except percentages)
Net sales:

CompX Waterloo                            $25,303        $27,115      7%        $ 72,001      $ 78,331        9%
CompX Security Products                    18,790         19,105      2%          56,054        57,554        3%
Thomas Regout                               8,943          9,908     11%          26,256        30,505       16%
Intersegment sales                           (502)          (141)     n.m.        (1,051)         (532)       n.m.
-------        -------                --------      --------     

Total net sales                         $52,534        $55,987      7%        $153,260      $165,858        8%
=======        =======                ========      ========     

Operating income (loss):
CompX Waterloo                            $   337        $ 2,467      n.m.      $    211      $  5,211        n.m.
CompX Security Products                     2,859          2,540    -11%           7,550         7,657        1%
Thomas Regout                              (3,513)           985      n.m.        (5,380)        1,457        n.m.
-------        -------                --------      --------     

Total operating income                  $  (317)       $ 5,992      n.m.      $  2,381      $ 14,325        n.m.
=======        =======                ========      ========     

n.m. = not meaningful

Sales for the respective  product lines for the interim periods of 2003 and
2004 are as follows:

Three months ended                    Nine months ended
September 30,                         September 30,           
--------------------        %        ---------------------     %
2003        2004       Change        2003         2004       Change
-------     --------     ------      -------      --------     ------
(In thousands, except percentages)

Precision ball-bearing

slides                                      $24,282     $26,885       11%       $ 68,791     $ 78,936       15%
Security products                             18,790      19,105        2%         56,054       57,554        3%
Ergonomic computer support
systems                                       6,667       7,204        8%         20,556       20,522        *
Other products                                 2,795       2,793        *           7,859        8,846       13%
-------     -------                 --------     --------     

$52,534     $55,987        7%       $153,260     $165,858        8%
=======     =======                 ========     ========     

* within +1%

Currency.  CompX has substantial  operations and assets located outside the
United  States (in Canada,  the  Netherlands  and Taiwan).  A portion of CompX's

- 13 -

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
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. Net sales were positively
impacted while  operating  income was negatively  impacted by currency  exchange
rates in the following  amounts by segment as compared to the currency  exchange
rates in effect during the corresponding period in the prior year:

Three months ended           Nine months ended
September 30, 2003           September 30, 2003
------------------           ------------------
vs. 2004                     vs. 2004
------------------           ------------------
(In thousands)

Impact on net sales:

CompX Waterloo                                                       $  352                   $ 1,798
CompX Security Products                                                   -                       -
Thomas Regout                                                           729                     2,714
------                   -------

Total impact on net sales                                          $1,081                   $ 4,512
======                   =======
Impact on operating income:
CompX Waterloo                                                       $ (219)                  $(1,024)
CompX Security Products                                                   -                         -
Thomas Regout                                                            65                       175
------                   -------

Total impact on operating income                                   $ (154)                  $  (849)
======                   =======

Net sales. Net sales increased $3.5 million, or 7%, to $56.0 million in the
third quarter of 2004 from $52.5 million in the third quarter of 2003. Net sales
increased  $12.6 million,  or 8%, to $165.9 million for the first nine months of
2004 from $153.3 million in the first nine months of 2003.  These  increases are
due primarily to the net effect of fluctuations  in currency  exchange rates (as
discussed above),  increased sales volumes of slide and security  products,  and
the effect of price increases for certain  products at CompX Waterloo and Thomas
Regout.

Cost of goods sold.  The Company's  cost of goods sold  increased 1% in the
third quarter of 2004  compared to 2003 while net sales  increased 7% during the
same  period.  Cost of goods sold  increased 2% in the first nine months of 2004
compared to 2003,  while net sales  increased  8%. The  Company's  gross  margin
percentage  increased from 18% in the third quarter of the 2003 period to 22% in
the 2004 period and  increased  from 17% to 22% in the first nine months of 2004
as compared to the first nine months of 2003. 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, and expenses of approximately
$900,000 during the first nine months of 2003 associated with the  consolidation
of the two Canadian facilities  (approximately  $100,000 in the third quarter of
2003).  The Company has  experienced  an increase in the cost of raw  materials,
principally steel, which primarily impacted its precision slide products, during
the first  nine-months  of 2004.  However,  the impact on gross  margin has been
substantially  mitigated  through  surcharges and price increases that have been
passed on to customers.

- 14 -

Selling, general, and administrative expense. As a percentage of net sales,
selling,  general, and administrative  expense was 12% of net sales in the third
quarter  of 2003 and 2004.  For the first  nine  months of each  year,  selling,
general, and administrative expense was 13% of net sales.

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 $889,000 from the first nine months of 2003 to the first
nine  months  of 2004  primarily  as a result  of less  volatility  in  currency
exchange rates in 2004.

Interest expense.  Interest expense declined in the interim periods of 2004
compared to 2003 due primarily to lower average levels of outstanding  debt. The
Company  expects  interest  expense will  continue to be lower during the fourth
quarter of 2004 as compared to the fourth  quarter of 2003 due 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.

Outlook.  While demand has improved across most product  segments,  certain
customers are seeking lower cost Asian sources as  alternatives to the Company's
products.  Although CompX believes the impact of this will be mitigated  through
ongoing  initiatives  to expand both new products and new market  opportunities,
the recent  increase in order rates may be moderated to a certain  extent in the
near term. Asian sourced  competitive pricing pressures are expected to continue
to be a challenge as Asian  manufacturers,  particularly those located in China,
gain market  share.  The Company's  strategy in  responding  to the  competitive
pricing  pressure  has  included   reducing   production  cost  through  product
reengineering,  improvement in manufacturing  processes or moving  production to
lower-cost  facilities  including our own Asian based manufacturing  facilities.
The  Company  also has  emphasized  and  focused on  opportunities  where it can
provide  value-added  customer support services that foreign  manufacturers  are
generally  unable to provide.  The  combination  of the  Company's  cost control
initiatives  together with its value-added approach to development and marketing
of products are  believed to help  mitigate  the impact of  competitive  pricing
pressures.

Additionally,  the Company's cost for steel continues to rise  dramatically
due to the continued high demand and shortages worldwide.  While the Company has
thus far been able to pass a majority of its higher raw material costs on to its
customers through price increases and surcharges, there is no assurance that the
Company would be able to continue to pass along any  additional  higher costs to
its customers.  The price increases and surcharges may accelerate the efforts of
some of the  Company's  customers to find less  expensive  products from foreign
manufacturers.   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  particularly  to the
office furniture industry and to develop value-added customer relationships with
an additional focus on sales of the Company's  higher-margin  ergonomic computer
support  systems to  improve  operating  results.  Although  the  Thomas  Regout

- 15 -

operating  results have  improved  and are expected to continue to improve,  the
Company  is  evaluating  the  strategic  role of the Thomas  Regout  operations,
including the possible sale of some or all of such  operations,  and  additional
actions  could be taken in the future that could result in  significant  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 expand more  effectively 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 or long-term  indebtedness incurred primarily
for working  capital or capital  expenditure  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 or business acquisitions.

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  provided  cash of  approximately  $2.2
million in the first nine months of 2004  compared to $4.7  million in the first
nine months of 2003.

Investing activities. 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  $7 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 September 30,
2004 approximated $3.5 million.

In June 2004, the Company received approximately $2.1 million from the sale
of its surplus Trillium facility in Ontario,  Canada, which approximated the net
carrying value of such facility.

Financing  activities.  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 nine months of 2004,  the Company repaid a net $26.0 million under its
revolving bank credit facility.  The Company has resumed the quarterly  dividend
of $1.9 million, or $.125 per share for the fourth quarter of 2004.

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.

- 16 -

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 (if declared).  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
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
and steel 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,

- 17 -

o    The  implementation  of the  requirements  adopted  by the  Securities  and
Exchange  Commission in response to the Sarbanes-Oxley Act of 2002 relating
to the evaluation of the Company's  internal control structure could result
in required  improvements to our internal  control  structure that could be
costly to implement,  divert  attention of management and finance staff and
may cause operating expenses to increase,
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    Decisions to sell  operating  assets  other than in the ordinary  course of
business,
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.
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 September
30, 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:

- 18 -

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  September  30,  2004 that has
materially affected, or is reasonably likely to materially affect, the Company's
system of internal controls over financial reporting.

- 19 -

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,  Corporate Governance  Guidelines and Audit Committee Charter,
each as  approved  by the  Board of  Directors,  upon  request.  These
documents are also available on CompX's  website at  www.compxnet.com.
Requests  for any of the above  documents  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 September 30, 2004.

July 28, 2004 - Reported items 9 and 12.

September 16, 2004 - Reported 7.01 and 9.01.

- 20 -

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 October 26, 2004             By /s/ Darryl R. Halbert
---------------------------------------
Darryl R. Halbert
Vice President, Chief Financial Officer
and Controller

- 21 -

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:  October 26, 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:  October 26, 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 September 30, 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
October 26, 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 September 30, 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
October 26, 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.