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 June 30, 2001            Commission file number 1-13905
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COMPX INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)

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

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

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

Number  of  shares  of Class A common  stock  outstanding  on  July 27, 2001:
5,103,280.

COMPX INTERNATIONAL INC.

INDEX

Page
number

Part I.          FINANCIAL INFORMATION

Item 1.        Financial Statements.

Consolidated Balance Sheets - December 31, 2000
and June 30, 2001                                    3-4

Consolidated Statements of Income -
Three months and six months ended
June 30, 2000 and 2001                                5

Consolidated Statements of Comprehensive Income -
Three months and six months ended
June 30, 2000 and 2001                                6

Consolidated Statements of Cash Flows -
Six months ended June 30, 2000 and 2001              7-8

Consolidated Statement of Stockholders' Equity -
Six months ended June 30, 2001                        9

Notes to Consolidated Financial Statements           10-13

Item 2.        Management's Discussion and Analysis of Financial
Condition and Results of Operations.                14-16

Part II.         OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security Holders   17

Item 6.        Exhibits and Reports on Form 8-K.                     17

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS                                     December 31,    June 30,
2000          2001
----          ----

Current assets:

Cash and cash equivalents ........................      $  9,820      $ 13,811
Accounts receivable ..............................        30,833        28,894
Income taxes receivable from affiliates ..........           305           243
Refundable income taxes ..........................         2,165         1,939
Inventories ......................................        36,246        35,910
Deferred income taxes ............................         1,209         1,131
Prepaid expenses and other .......................         2,408         1,839
--------      --------

Total current assets .........................        82,986        83,767
--------      --------

Other assets:
Goodwill .........................................        42,213        39,672
Other intangible assets ..........................         2,646         2,563
Deferred income taxes ............................         1,813         1,930
Other ............................................           868           685
--------      --------

Total other assets ...........................        47,540        44,850
--------      --------

Property and equipment:
Land .............................................         5,709         5,516
Buildings ........................................        34,500        33,173
Equipment ........................................        78,357        83,942
Construction in progress .........................         9,787        10,648
--------      --------
128,353       133,279
Less accumulated depreciation ....................        33,394        39,176
--------      --------

Net property and equipment ...................        94,959        94,103
--------      --------

$225,485      $222,720
========      ========

COMPX INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY                   December 31,     June 30,
2000           2001
----           ----

Current liabilities:

Current maturities of long-term debt ...........     $   1,638      $     100
Accounts payable and accrued liabilities .......        26,487         18,851
Deferred income taxes ..........................           103             31
Income taxes ...................................           648            236
---------      ---------

Total current liabilities ..................        28,876         19,218
---------      ---------

Noncurrent liabilities:
Long-term debt .................................        39,000         49,000
Deferred income taxes ..........................         4,852          5,173
Accrued pension costs ..........................         1,168          1,068
Other ..........................................           626            867
---------      ---------

Total noncurrent liabilities ...............        45,646         56,108
---------      ---------

Stockholders' equity:
Preferred stock ................................          --             --   
Class A common stock ...........................            62             62
Class B common stock ...........................           100            100
Additional paid-in capital .....................       119,194        119,224
Retained earnings ..............................        51,395         54,002
Accumulated other comprehensive income
- currency translation ........................       (11,123)       (14,679)
Treasury stock .................................        (8,665)       (11,315)
---------      ---------

Total stockholders' equity .................       150,963        147,394
---------      ---------

$ 225,485      $ 222,720
=========      =========

Commitments and contingencies (Note 1)

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

Three months ended       Six months ended
June 30,                June 30,
2000        2001        2000         2001
----        ----        ----         ----

Net sales ..........................................   $ 65,136    $ 53,371   $ 131,203    $ 112,954
--------    --------   ---------    ---------

Costs and expenses:
Cost of sales .....................................     46,616      41,095      95,139       86,806
Selling, general and administrative ...............      7,014       6,932      13,832       13,999
Other income, net .................................        (62)         20        (289)        (219)
Interest expense ..................................        538         868       1,071        1,672
--------    --------   ---------    ---------

54,106      48,915     109,753      102,258
--------    --------   ---------    ---------

Income before income taxes
and minority interest ........................     11,030       4,456      21,450       10,696

Provision for income taxes .........................      3,972       1,796       7,827        4,311
--------    --------   ---------    ---------

Income before minority interest ................      7,058       2,660      13,623        6,385

Minority interest ..................................       --          --            (3)        --
--------    --------   ---------    ---------

Net income .....................................   $  7,058    $  2,660   $  13,626    $   6,385
========    ========   =========    =========

Basic and diluted earnings
per common share ..................................   $    .44    $    .18   $     .84    $     .42
========    ========   =========    =========

Cash dividends per share ...........................   $   .125    $   .125   $     .25    $     .25
========    ========   =========    =========

Shares used in the calculation of per share amounts:
Basic common shares .............................     16,151      15,114      16,149       15,185
Dilutive impact of outstanding
Stock options ..................................         31           9          20            5
--------    --------   ---------    ---------

Diluted common shares ...........................     16,182      15,123      16,169       15,190
========    ========   =========    =========

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three months ended     Six months ended
June 30,              June 30,
2000       2001       2000        2001
----       ----       ----        ----

Net income .......................   $ 7,058    $ 2,660    $ 13,626    $ 6,385

Other comprehensive income -
Currency translation adjustment,
net of tax .....................    (1,395)       (53)     (3,397)    (3,556)
-------    -------    --------    -------

Comprehensive income .......   $ 5,663    $ 2,607    $ 10,229    $ 2,829
=======    =======    ========    =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30, 2000 and 2001

(In thousands)

2000         2001
----         ----

Cash flows from operating activities:

Net income ..................................   $ 13,626    $  6,385
Depreciation and amortization ...............      6,264       7,314
Deferred income taxes .......................        209         581
Other, net ..................................       (282)        190
--------    --------
19,817      14,470
Change in assets and liabilities:
Accounts receivable .......................     (2,393)      1,265
Inventories ...............................     (4,504)       (469)
Accounts payable and accrued liabilities ..      1,111      (6,480)
Accounts with affiliates ..................         41          62
Income taxes ..............................          3        (449)
Other, net ................................       (205)        532
--------    --------

Net cash provided by operating activities     13,870       8,931
--------    --------

Cash flows from investing activities:
Capital expenditures ........................    (10,189)     (6,966)
Purchase of business unit ...................     (9,475)       --
Other, net ..................................        309        --
--------    --------

Net cash used by investing activities ...    (19,355)     (6,966)
--------    --------

Cash flows from financing activities:
Indebtedness:
Additions ................................     12,081      14,919
Principal payments .......................     (1,728)     (6,485)
Dividends ...................................     (4,038)     (3,778)
Common stock reacquired .....................       --        (2,650)
Issuance of common stock ....................         36        --
--------    --------

Net cash provided by financing activities      6,351       2,006
--------    --------

Net increase in cash and cash equivalents .....   $    866    $  3,971
========    ========

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Six months ended June 30, 2000 and 2001

(In thousands)

2000        2001
----        ----

Cash and cash equivalents:
Net change from operating, investing

and financing activities .....................   $    866    $ 3,971
Currency translation ..........................       (251)        20
--------    -------
615      3,991

Balance at beginning of period ................     12,169      9,820
--------    -------

Balance at end of period ......................   $ 12,784    $13,811
========    =======

Supplemental disclosures:
Cash paid for:
Interest ....................................   $    973    $ 1,949
Income taxes ................................      7,386      3,983

Business unit acquired - net assets consolidated:
Goodwill and other intangible assets ........   $  2,539    $  --
Other non-cash assets .......................      8,458       --
Liabilities .................................     (1,522)      --
--------    -------

Cash paid ...................................   $  9,475    $  --
========    =======

COMPX INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Six months ended June 30, 2001

(In thousands)

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

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

Net income                            -         -         -         6,385       -             -        6,385

Other comprehensive income, net       -         -         -           -       (3,556)         -       (3,556)

Issuance of common stock              -         -           30        -         -             -           30

Cash dividends                        -         -         -        (3,778)      -             -       (3,778)

Common stock reacquired               -         -         -           -         -          (2,650)    (2,650)
---     ----    --------    -------    -------     --------   --------

Balance at June 30, 2001              $62     $100    $119,224    $54,002    $(14,679)   $(11,315)  $147,394
===     ====    ========    =======    ========    ========   ========

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, 2000 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated  balance sheet at June 30, 2001 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim  periods ended June 30, 2000 and 2001 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
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, 2000 (the "2000 Annual Report").

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.

Commitments and contingencies are discussed in "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  and the 2000 Annual
Report.

The  Company  is  69%  owned  by  Valhi,   Inc.  (NYSE:  VHI)  and  Valhi's
wholly-owned  subsidiary Valcor,  Inc. Contran  Corporation  holds,  directly or
through  subsidiaries,  approximately 93% of Valhi's  outstanding  common stock.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee.  Mr. Simmons, the Chairman of the
Board and Chief Executive Officer of each of Contran,  Valhi and Valcor,  may be
deemed to control such companies and the Company.

The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
No. 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  as
amended,  effective  January 1, 2001.  Under SFAS No. 133, all  derivatives  are
recognized  as either  assets or  liabilities  and  measured at fair value.  The
accounting  for changes in fair value of  derivatives  depends upon the intended
use of the derivative,  and such changes are recognized  either in net income or
other comprehensive income. As permitted by the transition  requirements of SFAS
No. 133, as amended, the Company has exempted from the scope of SFAS No. 133 all
host contracts  containing  embedded  derivatives  which were issued or acquired
prior to January 1, 1999.  Other than certain currency  forward  contracts,  the
Company  was not a party to any  significant  derivative  or hedging  instrument
covered by SFAS No. 133 during the first six months of 2001.  The accounting for
such currency forward  contracts under SFAS No. 133 is not materially  different
from the  accounting  for such  contracts  under  prior  accounting  rules,  and
therefore the impact to the Company of adopting SFAS No. 133 was not material.

Note 2 -       Business segment information:

The Company  operates in one business segment - the manufacture and sale of
hardware  components  for office  furniture  and other  markets.  The  Company's
products consist of ergonomic  computer  systems,  precision ball bearing slides
and security products.

Three months ended        Six months ended
June 30,                 June 30,
2000        2001         2000         2001
----        ----         ----         ----
(In thousands)

Net sales ....................   $ 65,136    $ 53,371    $ 131,203    $ 112,954
========    ========    =========    =========

Operating income .............   $ 11,506    $  5,344    $  22,232    $  12,149
Interest expense .............       (538)       (868)      (1,071)      (1,672)
Other, net ...................         62         (20)         289          219
--------    --------    ---------    ---------

Income before income taxes ...   $ 11,030    $  4,456    $  21,450    $  10,696
========    ========    =========    =========

Note 3 -       Inventories:

December 31,          June 30,
2000                2001
----                ----
(In thousands)

Raw materials ............................            $11,866            $13,209
Work in process ..........................             11,454             12,004
Finished products ........................             12,811             10,582
Supplies .................................                115                115
-------            -------

$36,246            $35,910
=======            =======

Note 4 -       Accounts payable and accrued liabilities:

December 31,         June 30,
2000               2001
----               ----
(In thousands)

Accounts payable ...........................           $12,560           $ 8,593
Accrued liabilities:
Employee benefits ........................             7,898             5,965
Insurance ................................               311               140
Royalties ................................               470               215
Other ....................................             5,248             3,938
-------           -------

$26,487           $18,851
=======           =======

Note 5 - Indebtedness:

December 31,     June 30,
2000          2001
----          ----
(In thousands)

Revolving bank credit facility ...................        $39,000        $49,000
Capital lease obligations and other ..............          1,638            100
-------        -------

40,638         49,100
Less current maturities ..........................          1,638            100
-------        -------

$39,000        $49,000
=======        =======

Note 6 - Other income:

Three months ended    Six months ended
June 30,            June 30,
------------------     --------------
2000     2001      2000       2001
----     ----      ----       ----
(In thousands)

Interest income ........................    $ 157     $ 134     $ 285     $ 287
Foreign currency transactions, net .....     (131)     (197)      (47)      (88)
Other, net .............................       36        43        51        20
-----     -----     -----     -----

$  62     $ (20)    $ 289     $ 219
=====     =====     =====     =====

Note 7 - Provision for income taxes:

Three months ended     Six months ended
June 30,              June 30,
------------------      --------------
2000       2001       2000       2001
----       ----       ----       ----
(In thousands)

Expected tax expense ...............   $ 3,861    $ 1,560    $ 7,508    $ 3,744
Non-U.S. tax rates .................        22        (77)        84       (174)
No tax benefit for amortization of
goodwill ..........................       155        172        311        346
Other, net .........................       (66)       141        (76)       395
-------    -------    -------    -------

$ 3,972    $ 1,796    $ 7,827    $ 4,311
=======    =======    =======    =======

Note 8 - Foreign currency forward 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 foreign  exchange  rate risk  associated  with
receivables  denominated  in a  currency  other  than  the  holder's  functional
currency.  At each balance sheet date,  any such  outstanding  currency  forward
contracts are  marked-to-market  with any resulting  gain or loss  recognized in
income currently.  These contracts are not accounted for as hedging  instruments
under SFAS No. 133. At December 31, 2000,  the Company held  contracts to manage
such  exchange  rate risk to exchange an aggregate  of U.S.  $9.1 million for an
equivalent  amount of Canadian  dollars at an exchange  rate of Cdn.  $1.482 per
U.S.  dollar.  Such contracts  matured through March 2001. At June 30, 2001, the
Company did not hold any such contracts.

Note 9 - Accounting principles not yet adopted:

The Company will adopt Statement of Financial Accounting Standards ("SFAS")
No. 141, Business  Combinations,  for all business combinations  initiated on or
after July 1, 2001, and all purchase business combinations completed on or after
July 1, 2001.  Under SFAS No. 141,  all  business  combinations  initiated on or
after  July 1,  2001  will be  accounted  for by the  purchase  method,  and the
pooling-of-interests method will be prohibited.

The Company will adopt SFAS No. 142, Goodwill and Other Intangible  Assets,
effective January 1, 2002. Under SFAS No. 142, goodwill will not be amortized on
a periodic  basis,  but  instead  will be subject  to an  impairment  test to be
performed at least  annually.  Under the transition  provisions of SFAS No. 142,
goodwill existing as of June 30, 2001 will cease to be periodically amortized as
of January 1, 2002, but any goodwill arising in a purchase business  combination
completed on or after July 1, 2001 would not be periodically  amortized from the
date of such  combination.  The Company  would have  reported net income of $7.4
million,  or $.49 per  diluted  share,  in the first  six  months of 2001 if the
goodwill amortization included in the Company's net income, as reported, had not
been recognized.

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

The Company  reported net income of $2.7  million in the second  quarter of
2001, a decrease of 62% from net income of $7.1  million for the second  quarter
of 2000. The Company reported net income of $6.4 million in the first six months
of 2001, a 53% decrease from net income of $13.6 million in the first six months
of 2000.

Results of Operations

Net sales.  Net sales decreased $11.8 million,  or 18%, to $53.4 million in
the second quarter of 2001 from $65.1 million in the second quarter of 2000. For
the first six months of 2001,  net sales of $113.0  million  decreased  14% when
compared to net sales of $131.2  million  for the first six months of 2000.  The
decrease is  principally  due to  decreased  demand for the  Company's  products
resulting from continued weak economic conditions in the manufacturing sector in
North America and Europe,  and the negative  effects of fluctuations in currency
exchange rates. Net sales of slide products  decreased 29% and 21% for the three
and six month  periods ended June 30, 2001 compared to the same periods in 2000,
with sales of security  products  decreasing 15% and 12% for the same comparable
periods.  For the three and six month  periods  ending June 30,  2001,  sales of
ergonomic  products  increased 6% and 3% over the  corresponding  periods of the
prior year due primarily to increased European sales.

Operating  income.  Operating income in the second quarter of 2001 was $5.3
million compared to $11.5 million for the second quarter of 2000, decreasing 54%
from the second quarter of 2000. As a percentage of net sales,  operating income
was 10% for the second quarter of 2001 compared to 18% for the second quarter of
2000.  For the first six months of 2001,  operating  income was 11% of net sales
compared to 17% of net sales for the first six months of 2000. For the first six
months  of 2001,  operating  income  decreased  $10.1  million,  or 45% to $12.1
million.  Reductions in manufacturing fixed costs beginning in the first quarter
of 2001,  partially offset the effect of the decline in net sales. Despite these
cost  reductions,  operating income margins for the second quarter and first six
months of 2001 as  compared  to the second  quarter and first six months of 2000
were  adversely  impacted by the decline in volume levels and the related impact
on manufacturing efficiencies, the effects of changes in the sales mix and, to a
lesser extent, pricing pressures from foreign-based manufacturers.

CompX has  substantial  operations  and assets  located  outside the United
States (principally in Canada, the Netherlands and Taiwan). A portion of CompX's
sales generated from its non-U.S. operations are denominated in currencies other
than the U.S. dollar,  principally the Canadian dollar,  the Dutch guilder,  the
euro and the New Taiwan dollar.  In addition,  approximately  60% of CompX's net
sales generated from its Canadian operations are denominated in the U.S. dollar.
Most  raw  materials,  labor  and  other  production  costs  for  such  non-U.S.
operations are  denominated  primarily in local  currencies.  Consequently,  the
translated U.S. dollar value of CompX's foreign sales and operating  results are
subject  to  currency  exchange  rate   fluctuations   which  may  favorably  or
unfavorably   impact  reported   earnings  and  may  affect   comparability   of
period-to-period  operating  results.  During the second  quarter  and first six
months of 2001,  currency exchange rate fluctuations of the Canadian dollar, the
New  Taiwan  dollar  and  the  euro  negatively  impacted  the  Company's  sales
comparisons with the  corresponding  periods of the prior year (principally with
respect  to slide  products),  decreasing  net sales by 2% in each of the second
quarter and first six months of 2001.  Currency  exchange rate fluctuations with
respect to the Canadian dollar, the euro and other currencies did not materially
impact  operating  income  comparisons in 2001 as compared to the  corresponding
periods of the prior year.

Outlook.  The current weak economic  cycle is expected to continue and will
resultantly  have a  negative  impact on the  Company's  sales.  Therefore,  the
Company  continues  implementing  various  cost control  initiatives,  including
ongoing  company-wide  headcount  rationalization  efforts and operational  cost
improvements. These cost reduction measures are designed to minimize the adverse
effect of lower sales and more  favorably  position the Company when the economy
recovers. Nevertheless, the Company remains concerned regarding the duration and
severity  of the weak  economic  cycle and its overall  impact on the  Company's
business.

Liquidity and Capital Resources

Consolidated cash flows

Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding changes in assets and liabilities, are generally similar to the trends
in the  Company's  earnings.  Such cash flows  totaled  $19.8  million and $14.5
million in the first six months of 2000 and 2001, respectively,  compared to net
income of $13.6 million and $6.4 million, respectively.

Changes  in assets  and  liabilities  result  primarily  from the timing of
production,  sales  and  purchases.  Such  changes  in  assets  and  liabilities
generally  tend to even out over time and  result in trends in cash  flows  from
operating activities generally reflecting earnings trends.

Investing  activities.  Net cash used by investing activities totaled $19.4
million and $7.0 million in the first six months of 2000 and 2001, respectively.
Investing  activities in the first six months of 2000 included $9.5 million used
to acquire substantially all of the operating assets of Chicago Lock Company. No
such business acquisitions occurred in the first six months of 2001.

The capital  expenditures for 2001 relate  primarily to capacity  expansion
and tooling costs at the Company's  facilities and equipment  additions designed
to improve  manufacturing  efficiencies at the Company's  security  products and
ergonomic  and slide  products  facilities.  Capital  expenditures  for 2001 are
estimated at approximately  $13 million the majority of which relate to projects
that emphasize improved  production  efficiency.  Firm purchase  commitments for
capital projects not commenced at June 30, 2001 were not material.

Financing  activities.  Net cash provided by financing  activities  totaled
$6.4  million  and $2.0  million  in the  first  six  months  of 2000 and  2001,
respectively. The Company paid its regular quarterly dividend of $1.9 million or
$.125 per share,  in each of the first and second  quarters of 2001. The Company
also used $2.7 million to reacquire  approximately 260,000 shares of its Class A
common stock.  Borrowings  under the Company's  unsecured  revolving bank credit
facility were increased by a net amount of $10.0 million. The Company repaid its
short-term  bank  borrowing  denominated  in New Taiwan dollars during the first
quarter of 2001 and  borrowed  and repaid an  additional  $900,000 of New Taiwan
dollar short-term bank borrowings in the second quarter of 2001.

In July 2001, the Company's board of directors authorized the repurchase of
up to 500,000 shares of its common stock in open market or  privately-negotiated
transactions at unspecified prices and over an unspecified period of time.

Management  believes  that cash  generated  from  operations  and borrowing
availability under the Company's  unsecured  revolving bank credit facility ($51
million  available for borrowing at June 30, 2001),  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital expenditures, debt service and dividends for the foreseeable future.

The Company periodically evaluates its liquidity requirements,  alternative
uses of capital,  capital needs and available  resources in view of, among other
things, its capital  expenditure  requirements in light of its capital resources
and estimated  future  operating  cash flows.  As a result of this process,  the
Company  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.

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," "expected" or comparable terminology, or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such  forward-looking  statements.  Among the
factors  that could cause actual  future  results to differ  materially  are the
risks and  uncertainties  discussed in this 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,  future  supply and demand for the  Company's  products,  changes in
costs of raw materials and other operating costs (such as energy costs), general
global economic and political conditions,  demand for office furniture,  service
industry  employment levels,  the possibility of labor disruptions,  competitive
products and prices,  substitute products,  customer and competitor  strategies,
the  introduction  of trade  barriers,  the  impact of  pricing  and  production
decisions,  fluctuations  in the  value of the  U.S.  dollar  relative  to other
currencies  (such as the euro and Canadian  dollar),  potential  difficulties in
integrating completed  acquisitions,  uncertainties  associated with new product
development,  environmental  matters  (such  as  those  requiring  emission  and
discharge standards for existing and new facilities), government regulations and
possible  changes  therein,  possible  future  litigation  and  other  risks and
uncertainties.   Should  one  or  more  of  these  risks   materialize  (or  the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected.  The Company  disclaims any intention or obligation to update publicly
or revise such statements whether as a result of new information,  future events
or otherwise.

Part II. OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of  Stockholders  on May 10, 2001. Paul
M. Bass, Jr., David A. Bowers,  Edward J. Hardin,  Ann Mannix,  Glenn R. Simmons
and Steven L. Watson were elected as directors, each receiving votes "For" their
election from over 99% of the  approximately  105.1 million votes eligible to be
voted at the Annual Meeting.

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

(a)    Exhibits

10.1   Intercorporate Services Agreement between the Registrant
and Contran Corporation effective as of January 1, 2001.

(b)    Reports on Form 8-K

Reports on Form 8-K for the quarter ended June 30, 2001.

None

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 July 31, 2001                   By /s/ Stuart M. Bitting      
------------------                 ---------------------------
Stuart M. Bitting
Vice President and
Chief Financial Officer

INTERCORPORATE SERVICES AGREEMENT

This INTERCORPORATE  SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 2001,  by and between  CONTRAN  CORPORATION,  a Delaware  corporation
("Contran"), and COMPX INTERNATIONAL INC., a Delaware corporation ("Recipient"),
amends and supersedes that certain  Intercorporate  Services Agreement effective
as of January 1, 2000  between  VALHI,  INC.,  a Delaware  corporation,  and the
Recipient.

Recitals

A.  Employees  and  agents of Contran  and  affiliates  of Contran  perform
management,  financial and administrative functions for Recipient without direct
compensation from Recipient.

B. Recipient does not separately  maintain the full internal  capability to
perform all necessary  management,  financial and administrative  functions that
Recipient requires.

C. The cost of maintaining the additional  personnel by Recipient necessary
to perform the functions provided for by this Agreement would exceed the fee set
forth in Section 3 of this Agreement and that the terms of this Agreement are no
less favorable to Recipient than could  otherwise be obtained from a third party
for comparable services.

D. Recipient  desires to continue  receiving the management,  financial and
administrative  services presently provided by Contran and affiliates of Contran
and Contran is willing to continue to provide such  services  under the terms of
this Agreement.

Agreement

For  and in  consideration  of the  mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

Section 1.  Services to be Provided.  Contran  agrees to make  available to
Recipient the following services (the "Services") to be rendered by the internal
staff of Contran and affiliates of Contran:

(a) Consultation in the development and  implementation of Recipient's
corporate business strategies, plans and objectives;

(b)  Consultation  in management and conduct of corporate  affairs and
corporate governance consistent with the charter and bylaws of Recipient;

(c)  Consultation  in maintenance  of financial  records and controls,
including  preparation  and review of  periodic  financial  statements  and
reports to be filed with public and regulatory  entities and those required
to be prepared for financial  institutions  or pursuant to  indentures  and
credit agreements;

(d)  Consultation  in  cash  management  and  in  arranging  financing
necessary to implement the business plans of Recipient;

(e)  Consultation  in tax  management and  administration,  including,
without limitation,  preparation and filing of tax returns,  tax reporting,
examinations by government authorities and tax planning;

(f) Consultation  with respect to employee benefit plans and incentive
compensation arrangements;

(g) Certain  administration  and  management  services with respect to
Recipient's insurance and risk management needs, including:

(i)  management  of claims  (including  insured and  self-insured
workers compensation and liability claims);

(ii) budgeting and related activities;

(iii) coordination of property loss control program; and

(iv) administration of Recipient's  insurance program,  excluding
all employee benefit and welfare related programs; and

(h) Such other  services as may be  requested  by  Recipient or deemed
necessary and proper from time to time.

This  Agreement  does not apply to, and the Services  provided for herein do not
include,  any services  that Glenn R. Simmons or Steven L. Watson may provide to
Recipient  in their roles as members of  Recipient's  board of  directors or any
other activity related to such board of directors.

Section 2. Miscellaneous  Services.  It is the intent of the parties hereto
that Contran provide only the Services requested by Recipient in connection with
routine  management,  financial  and  administrative  functions  related  to the
ongoing  operations  of  Recipient  and not with  respect to  special  projects,
including  corporate  investments,  acquisitions and  divestitures.  The parties
hereto  contemplate that the Services rendered in connection with the conduct of
Recipient's  business  will  be on a scale  compared  to  that  existing  on the
effective  date of this  Agreement,  adjusted for internal  corporate  growth or
contraction, but not for major corporate acquisitions or divestitures,  and that
adjustments  may be required to the terms of this Agreement in the event of such
major corporate acquisitions,  divestitures or special projects.  Recipient will
continue to bear all other costs required for outside  services  including,  but
not  limited  to,  the  outside  services  of  attorneys,   auditors,  trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Contran  assumes no  liability  for any  expenses or  services  other than those
stated in Section 1. In addition to the fee paid to Contran by Recipient for the
Services provided pursuant to this Agreement,  Recipient will pay to Contran the
amount of out-of-pocket costs incurred by Contran in rendering such Services.

Section 3. Fee for Services.  Recipient  agrees to pay to Contran  $302,000
quarterly, commencing as of January 1, 2001, pursuant to this Agreement.

Section 4. Original  Term.  Subject to the  provisions of Section 5 hereof,
the original  term of this  Agreement  shall be from January 1, 2001 to December
31, 2001.

Section  5.   Extensions.   This   Agreement   shall  be   extended   on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification  is given by  Contran  or  Recipient  thirty  (30) days in
advance of the first day of each  successive  quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.

Section 6.  Limitation of Liability.  In providing its Services  hereunder,
Contran  shall  have a duty  to act,  and to  cause  its  agents  to  act,  in a
reasonably  prudent  manner,  but  neither  Contran nor any  officer,  director,
employee or agent of Contran or its affiliates  shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.

Section  7.  Indemnification  of  Contran  by  Recipient.  Recipient  shall
indemnify  and hold  harmless  Contran,  its  affiliates  and  their  respective
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  claims, damages, costs and expenses (including attorneys' fees and
other  expenses of  litigation)  to which  Contran or any such person may become
subject arising out of the Services provided by Contran to Recipient  hereunder,
provided that such indemnity  shall not protect any person against any liability
to  which  such  person  would   otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith or gross negligence on the part of such person.

Section 8.  Further  Assurances.  Each of the parties  will make,  execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

Section 9. Notices.  All  communications  hereunder shall be in writing and
shall be addressed,  if intended for Contran,  to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to Recipient in writing,  and if intended for
Recipient,  to Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240, Attention: President, or such other address as it shall have furnished to
Contran in writing.

Section 10. Amendment and Modification. Neither this Agreement nor any term
hereof may be changed, waived,  discharged or terminated other than by agreement
in writing signed by the parties hereto.

Section 11.  Successors and Assigns.  This Agreement  shall be binding upon
and  inure  to the  benefit  of  Contran  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

Section  12.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed and interpreted in accordance with, the laws of the state of Texas.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the date first above written.

CONTRAN CORPORATION

By:                                         
--------------------------------------------
Steven L. Watson, President

COMPX INTERNATIONAL INC.

By:                                          
---------------------------------------------
Brent A. Hagenbuch, President