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, 1999    Commission file number 1-13905




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




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


            16825 Northchase Drive, Suite 1200, Houston, Texas 77060
--------------------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code: (281) 423-3377


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  November  5,  1999:
6,147,380.


<PAGE>


                            COMPX INTERNATIONAL INC.

                                      INDEX
                                                                      Page
                                                                     number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 1998
                  and September 30, 1999                              3-4

                 Consolidated Statements of Income -
                  Three months and nine months ended
                  September 30, 1998 and 1999                         5

                 Consolidated Statements of Comprehensive Income -
                  Nine months ended September 30, 1998 and 1999       6

                 Consolidated Statement of Stockholders' Equity -
                  Nine months ended September 30, 1999                7

                 Consolidated Statements of Cash Flows -
                  Nine months ended September 30, 1998 and 1999      8-9

                 Notes to Consolidated Financial Statements         10-13

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.              14-18

Part II.         OTHER INFORMATION

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


<PAGE>
                            COMPX INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
ASSETS                                                 December 31,   September 30,
                                                          1998            1999
                                                          ----            ----

Current assets:
<S>                                                     <C>             <C>
  Cash and cash equivalents ....................        $ 47,363        $ 18,506
  Accounts receivable ..........................          18,976          28,354
  Receivable from affiliate ....................             573             382
  Refundable income taxes ......................             524           1,679
  Inventories ..................................          16,952          25,082
  Prepaid expenses .............................           1,381           1,492
  Deferred income taxes ........................             688             956
                                                        --------        --------

      Total current assets .....................          86,457          76,451
                                                        --------        --------

Other assets:
  Goodwill .....................................          22,317          35,248
  Other intangible assets ......................           2,938           2,783
  Deferred income taxes ........................            --             2,619
  Other ........................................             400           2,709
                                                        --------        --------

      Total other assets .......................          25,655          43,359
                                                        --------        --------

Property and equipment:
  Land .........................................           1,219           3,626
  Buildings ....................................          13,678          26,570
  Equipment ....................................          39,216          58,891
  Construction in progress .....................           3,533           9,271
                                                        --------        --------
                                                          57,646          98,358
  Less accumulated depreciation ................          17,376          23,428
                                                        --------        --------

      Net property and equipment ...............          40,270          74,930
                                                        --------        --------

                                                        $152,382        $194,740
                                                        ========        ========
</TABLE>



<PAGE>


                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,    September 30,
                                                          1998            1999
                                                          ----            ----

Current liabilities:
<S>                                                     <C>             <C>
  Current maturities of long-term debt .........        $    609        $    726
  Accounts payable and accrued liabilities .....          17,243          23,755
  Income taxes .................................           2,415             202
                                                        --------        --------

      Total current liabilities ................          20,267          24,683
                                                        --------        --------

Noncurrent liabilities:
  Long-term debt ...............................           1,082          21,072
  Deferred income taxes ........................             983           2,086
  Accrued pension cost .........................            --             1,335
  Other ........................................            --               484
                                                        --------        --------

      Total noncurrent liabilities .............           2,065          24,977
                                                        --------        --------

Minority interest ..............................               4              98
                                                        --------        --------

Stockholders' equity:
  Preferred stock ..............................            --              --
  Class A common stock .........................              61              61
  Class B common stock .........................             100             100
  Additional paid-in capital ...................         118,027         118,067
  Retained earnings ............................          14,270          32,365
  Accumulated other comprehensive income
   -currency translation .......................          (2,412)         (5,611)
                                                        --------        --------

      Total stockholders' equity ...............         130,046         144,982
                                                        --------        --------

                                                        $152,382        $194,740
                                                        ========        ========
</TABLE>



Commitments and contingencies (Note 1)


<PAGE>

                            COMPX INTERNATIONAL INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                Three months ended        Nine months ended
                                                                   September 30,            September 30,
                                                                  1998        1999        1998         1999

<S>                                                            <C>         <C>         <C>          <C>
Net sales ..................................................   $ 38,698    $ 55,941    $ 110,513    $ 166,114
                                                               --------    --------    ---------    ---------

Costs and expenses:
 Cost of sales .............................................     26,048      40,412       73,996      118,558
 Selling, general and administrative .......................      4,226       6,121       15,500       18,821
 Other income, net .........................................       (888)       (471)      (2,307)        (626)
 Interest expense ..........................................        135         400          956        1,236
                                                               --------    --------    ---------    ---------

                                                                 29,521      46,462       88,145      137,989
                                                               --------    --------    ---------    ---------

    Income before income taxes
      and minority interest ................................      9,177       9,479       22,368       28,125

Provision for income taxes .................................      3,259       3,413        8,278       10,124
                                                               --------    --------    ---------    ---------

    Income before minority interest ........................      5,918       6,066       14,090       18,001

Minority interest ..........................................        (54)        (28)        (132)         (94)

    Net income .............................................   $  5,972    $  6,094    $  14,222    $  18,095
                                                               ========    ========    =========    =========

Basic and diluted earnings
 per common share ..........................................   $    .37    $    .38    $     .97    $    1.12
                                                               ========    ========    =========    =========

Shares used in the calculation of earnings per common share:
   Basic earnings per common share .........................     16,145      16,147       14,688       16,146
   Dilutive impact of outstanding
    stock options ..........................................          7           1           32         --
                                                               --------    --------    ---------    ---------


   Diluted earnings per common share .......................     16,152      16,148       14,720       16,146
                                                               ========    ========    =========    =========

</TABLE>


<PAGE>

                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                  Nine months ended September 30, 1998 and 1999

                                 (In thousands)


<TABLE>
<CAPTION>
                                                          1998             1999
                                                          ----             ----

<S>                                                     <C>             <C>
Net income .....................................        $ 14,222        $ 18,095

Other comprehensive income -
  currency translation adjustment, net of tax ..          (1,062)         (3,199)

      Comprehensive income .....................        $ 13,160        $ 14,896
                                                        ========        ========

</TABLE>


<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 1999

                                 (In thousands)


<TABLE>
<CAPTION>
                                                                Accumulated
                                                                   other
                                                               comprehensive
                                            Additional            income -      Total
                               Common Stock  paid-in   Retained   currency   stockholders'
                             Class A Class B capital   Earnings  translation    equity

<S>                             <C>   <C>    <C>        <C>       <C>        <C>
Balance at December 31, 1998    $61   $100   $118,027   $14,270   $(2,412)   $ 130,046

Issuance of common stock ....    --    --          40      --        --             40

Net income ..................    --    --        --      18,095      --         18,095

Other comprehensive income ..    --    --        --        --      (3,199)      (3,199)
                                ---   ----   --------   -------   -------    ---------

Balance at September 30, 1999   $61   $100   $118,067   $32,365   $(5,611)   $ 144,982
                                ===   ====   ========   =======   =======    =========

</TABLE>




<PAGE>

                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 1998 and 1999

                                 (In thousands)

<TABLE>
<CAPTION>
                                                          1998             1999
                                                          ----             ----

Cash flows from operating activities:
<S>                                                     <C>             <C>
  Net income ...................................        $ 14,222        $ 18,095
  Depreciation, depletion and amortization .....           3,618           6,899
  Deferred income taxes ........................            (408)           (170)
  Noncash stock award of Management Shares .....           3,298            --
  Other, net ...................................            (142)           (188)
                                                        --------        --------
                                                          20,588          24,636
  Change in assets and liabilities:
    Accounts receivable ........................          (2,598)         (3,201)
    Inventories ................................            (516)            310
    Accounts payable and accrued liabilities ...             409          (4,624)
    Accounts with affiliates ...................            (996)            440
    Income taxes ...............................          (1,807)         (1,963)
    Other, net .................................          (1,023)          1,001
                                                        --------        --------

      Net cash provided by operating activities           14,057          16,599
                                                        --------        --------

Cash flows from investing activities:
  Capital expenditures .........................          (7,611)        (12,653)
  Purchase of business units ...................         (33,372)        (53,121)
  Other, net ...................................             297          (2,404)
                                                        --------        --------

      Net cash used by investing activities ....         (40,686)        (68,178)
                                                        --------        --------

Cash flows from financing activities:
  Indebtedness:
     Additions .................................             395          20,000
     Principal payments ........................            --              (886)
     Deferred financing costs paid .............            (220)           --
  Repayment of demand note to Valcor ...........         (50,000)           --
  Dividends ....................................          (1,800)           --
  Issuance of common stock .....................         110,378             -
                                                        --------        --------

      Net cash provided by financing activities           58,753          19,114
                                                        --------        --------

Net increase (decrease) in cash and cash
 equivalents ...................................        $ 32,124        $(32,465)
                                                        ========        ========
</TABLE>

<PAGE>

                            COMPX INTERNATIONAL INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 1998 and 1999

                                 (In thousands)

<TABLE>
<CAPTION>
                                                          1998             1999
                                                          ----             ----

Cash and cash equivalents:
  Net change from operating, investing
<S>                                                     <C>             <C>
   and financing activities ....................        $ 32,124        $(32,465)
  Business unit acquired .......................            --             4,157
  Currency translation .........................            (803)           (549)
                                                        --------        --------
                                                          31,321         (28,857)

  Balance at beginning of period ...............          19,187          47,363
                                                        --------        --------

  Balance at end of period .....................        $ 50,508        $ 18,506
                                                        ========        ========

Supplemental disclosures:
  Cash paid for:
    Interest ...................................        $  1,096        $    817
    Income taxes ...............................          11,337          12,954


Business units acquired - net assets consolidated:
  Cash and cash equivalents ....................        $   --          $  4,157
  Goodwill and other intangibles ...............          23,399          15,837
  Other non-cash assets ........................          17,782          52,799
  Liabilities ..................................          (7,809)        (19,672)
                                                        --------        --------

    Cash paid ..................................        $ 33,372        $ 53,121
                                                        ========        ========

</TABLE>



<PAGE>

                            COMPX INTERNATIONAL INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Basis of presentation:

        The  consolidated  balance sheet at December 31, 1998 has been condensed
from the Company's audited  consolidated  financial statements at that date. The
consolidated balance sheet at September 30, 1999 and the consolidated statements
of income,  comprehensive  income,  cash flows and stockholders'  equity for the
interim  periods  ended  September  30, 1998 and 1999 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 generally accepted  accounting  principles 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, 1998 (the "1998 Annual Report").  Commitments and contingencies are
discussed in  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" and the 1998 Annual Report.

Note 2 -       Business segment information:

        The Company  operates in one business segment - the manufacture and sale
of component  products  (ergonomic  computer  support  systems,  precision  ball
bearing  slides and security  products)  for furniture  and other  markets.  The
Company  is a  64%-owned  subsidiary  of  Valhi,  Inc.(NYSE:  VHI)  and  Valhi's
wholly-owned subsidiary Valcor, Inc.


<TABLE>
<CAPTION>
                     Three months ended        Nine months ended
                        September 30,             September 30
                       ---------------           ------------
                      1998        1999         1998         1999
                      ----        ----         ----         ----
                                 (In thousands)

<S>                 <C>         <C>         <C>          <C>
Net sales .......   $ 38,698    $ 55,941    $ 110,513    $ 166,114
                    ========    ========    =========    =========

Operating income    $  8,424    $  9,408    $  21,017    $  28,735
Other income, net        888         471        2,307          626
Interest expense        (135)       (400)        (956)      (1,236)
-----------------   --------    --------    ---------    ---------

Income before
 income taxes ...   $  9,177    $  9,479    $  22,368    $  28,125
                    ========    ========    =========    =========
</TABLE>


        In 1999, the Company changed its definition of segment operating income,
which was previously defined as income before income taxes and interest expense,
exclusive of certain non-recurring items (such as gains or losses on disposition
of  business  units) and certain  general  corporate  income and  expense  items
(including  interest  and dividend  income)  which are not  attributable  to the
operations of the reportable segment. The revised definition of operating income
now also excludes all interest income and foreign currency transaction gains and
losses. The effect of this change in definition on previously reported operating
income in the third  quarter  and the first nine months of 1998 is a decrease of
$.3  million  and $1.1  million,  respectively.  Operating  income for the third
quarter of 1998 and the nine months  ended  September  30,  1998,  as  presented
above, has been restated based on the Company's new definition.
<PAGE>

Note 3 -       Inventories:

<TABLE>
<CAPTION>
                                                       December 31,   September 30,
                                                           1998            1999
                                                           ----            ----
                                                              (In thousands)

<S>                                                     <C>             <C>
Raw materials ..................................        $  6,520        $  8,851
Work in process ................................           5,748           7,907
Finished products ..............................           4,634           8,270
Supplies .......................................              50              54
                                                        --------        --------

                                                        $ 16,952        $ 25,082
                                                        ========        ========
</TABLE>

Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                        December 31,  September 30,
                                                            1998           1999
                                                            ----           ----
                                                              (In thousands)

<S>                                                     <C>             <C>
Accounts payable ...............................        $  8,589        $  9,522
Accrued liabilities:
  Employee benefits ............................           4,498           8,052
  Insurance ....................................             842             791
  Royalties ....................................             504             413
  Other ........................................           2,810           4,977
                                                        --------        --------

                                                        $ 17,243        $ 23,755
                                                        ========        ========
</TABLE>


Note 5 - Indebtedness:
<TABLE>
<CAPTION>
                                                       December 31,   September 30,
                                                          1998            1999
                                                          ----            ----
                                                              (In thousands)

<S>                                                     <C>             <C>
Unsecured revolving senior credit facility .....        $   --          $ 20,000
Other ..........................................           1,691           1,798
                                                        --------        --------

                                                           1,691          21,798
Less current maturities ........................             609             726
                                                        --------        --------

                                                        $  1,082        $ 21,072
                                                        ========        ========
</TABLE>
<PAGE>

Note 6 - Accrued pension cost:

        Accrued  pension cost of $1.3 million at September 30, 1999 relates to a
defined benefit pension plan covering  substantially  all full time employees of
Thomas Regout. See Note 9.

Note 7 - Other income:

<TABLE>
<CAPTION>
                                                       Three months ended        Nine months ended
                                                          December 31,             September 30,

                                                        1998         1999        1998        1999
                                                          (In thousands)          (In thousands)

<S>                                                   <C>         <C>         <C>         <C>
Interest income ........................              $    689    $    196    $   1,672   $     616
Foreign currency transactions, net .....                   198         180          382        (231)
Other, net .............................                     1          95          253         241
                                                      --------    --------    ---------   ---------

                                                      $    888    $    471    $   2,307   $     626
                                                      ========    ========    =========   =========
</TABLE>

Note 8 - Provision for income taxes:

<TABLE>
<CAPTION>
                                                             Nine months ended
                                                                September 30,
                                                            1998          1999
                                                            ----          ----
                                                              (In thousands)

<S>                                                     <C>             <C>
Expected tax expense ...........................        $  7,829        $  9,844
Foreign rates and incremental tax on non-U.S. earnings       222             274
No tax benefit for amortization of goodwill ....             194             425
State income taxes and other, net ..............              33            (419)
                                                        --------        --------

                                                        $  8,278        $ 10,124
</TABLE>



<PAGE>

Note 9 - Acquisitions:

         In January  1999,  the Company  acquired  Thomas  Regout  Holding  N.V.
("Thomas  Regout"),  a producer of precision  ball  bearing  slides based in The
Netherlands.  The  aggregate  cash  consideration  of $53.1  million,  including
acquisition  costs,  was funded using cash on hand and borrowings of $20 million
under the  Company's  revolving  credit  facility.  See Note 5. The  Company has
accounted  for the  Thomas  Regout  acquisition  under  the  purchase  method of
accounting,  and,  accordingly,  Thomas Regout's  results of operations and cash
flows are included in the Company's  consolidated financial statements beginning
January 1, 1999.  The purchase  price of Thomas Regout has been allocated to the
individual  assets  acquired  and  liabilities  assumed  based upon  preliminary
estimated  fair  values.  The  actual  allocation  may  be  different  from  the
preliminary allocation due to refinements in the estimates of the fair values of
the net assets acquired.  As previously reported, in March and November 1998 the
Company  acquired  two locking  systems  producers - Fort Lock  Corporation  and
related assets and Timberline Lock, Ltd. and related assets.

         Assuming the Fort Lock and Thomas Regout  acquisitions  had occurred as
of January 1,  1998,  the  Company's  unaudited  pro forma net sales,  operating
income and net income for the nine months  ended  September  30, 1998 would have
been $156.5 million, $23.9 million, and $15.0 million, respectively, and diluted
earnings per common share would have been $1.02 per share.  The pro forma effect
of the Timberline acquisition is not material. The unaudited pro forma financial
information  is  not  necessarily  indicative  of the  actual  results  had  the
transactions  occurred at the  beginning  of the period,  nor do they purport to
represent the results of future operations of the combined companies.

         In September 1999, the Company signed a definitive agreement to acquire
the business of Yinjoy  Corporation  and certain of its  affiliates  ("Yinjoy").
Yinjoy produces the Dynaslide(R) line of precision ball bearing drawer slides in
two manufacturing plants in Taipei, Taiwan. Yinjoy's unaudited net sales for its
latest  fiscal year were $10.4  million.  The  purchase  price of $11.5  million
includes all the assets and operations  that produce the  Dynaslide(R)  products
and  is  expected  to  be  financed  with  existing  cash.  Effective  upon  its
completion,  the acquisition will be accounted for by the purchase  method,  and
Yinjoy's  results of operations and cash flows will be included in the Company's
subsequent  consolidated  financial  statements.  The  completion  of the Yinjoy
acquisition is expected to occur in November 1999. In September 1999, as part of
the  definitive  agreement,  the  Company  loaned  the  shareholders  of  Yinjoy
Corporation  $2.5 million.  The loan will be applied to the purchase  price upon
completion of the acquisition,  and,  pursuant to a related security  agreement,
the proceeds of the loan are held in a separate bank account pending  completion
of the acquisition.  The loan is included in other noncurrent  assets - other in
the Company's September 30, 1999 consolidated balance sheet.



<PAGE>

Note 10 - Foreign currency forward contracts:

         Certain of the Company's sales generated by its Canadian operations are
denominated in U.S. dollars.  In the past, the Company has periodically  entered
into  currency  forward  contracts to manage a very  nominal  portion of foreign
exchange rate market risk associated with receivables  denominated in a currency
other than the holder's functional currency. In July 1999, to hedge its exposure
to losses associated with holding foreign currency denominated receivables,  the
Company entered into a series of short-term  forward exchange contracts maturing
through  November  1999 to exchange an  aggregate  of U.S.  $7.0  million for an
equivalent amount of Canadian dollars at rates between Cdn $1.4881 and Cdn $1.50
per U.S. dollar. At September 30, 1999, $5.0 million of these contracts remained
outstanding.  In October 1999, the Company entered into an additional  series of
short-term forward exchange contracts maturing through March 2000 to exchange an
aggregate of U.S. $9.5 million for an equivalent  amount of Canadian  dollars at
rates between Cdn $1.4886 and Cdn $1.4856 per U.S. dollar.

Note 11 - New accounting principles not yet adopted:

         The Company  will adopt  Statement of  Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
as amended,  no later than the first  quarter of 2001.  Under SFAS No. 133,  all
derivatives  will be recognized as either assets or liabilities  and measured at
fair value.  The accounting for changes in fair value of derivatives will depend
upon the intended use of the derivative.  The Company is currently studying this
new  accounting  rule.  The impact of adopting SFAS No. 133, if any, has not yet
been determined, but will be dependent upon the extent to which the Company is a
party to derivative  contracts or hedging  activities covered by SFAS No. 133 at
the time of adoption.


<PAGE>



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

Overview

         In January 1999, the Company  acquired Thomas Regout,  a precision ball
bearing slide  producer,  for a purchase price of $53.1 million using  available
cash on hand and $20 million of  borrowings  under the  Company's  $100  million
revolving bank credit facility. As previously reported, in March and November of
1998  the  Company  acquired  Fort  Lock  Corporation  and  related  assets  and
Timberline Lock, Ltd., and related assets, respectively.

         The Company reported net income of $6.1 million in the third quarter of
1999 and $6.0  million in the third  quarter of 1998.  The Company  reported net
income of $18.1  million in the first nine months of 1999 compared to net income
of $14.2  million for the first nine months of 1998.  Operating  results for the
first nine months of 1998 include a first  quarter  nonrecurring  charge of $3.3
million  ($2.3  million  after tax) related to shares of the  Company's  Class A
common stock awarded to key  individuals in connection  with the Company's March
1998 initial public offering.  Exclusive of the charge associated with the stock
award, net income in the first nine months of 1999 increased 10% compared to the
first nine  months of 1998.  Operating  income in the third  quarter of 1999 was
$9.4 million,  an increase of 12% over  operating  income of $8.4 million in the
third  quarter of 1998.  For the first  nine  months of 1999,  operating  income
increased  $7.7  million,  or 37%, to $28.7  million from $21.0  million for the
first nine months of 1998.  Excluding the effect of the charge  associated  with
the stock award, operating income in the first nine months of 1999 increased 18%
over the first nine months of 1998. The increased  operating  income in the 1999
periods  is due  primarily  to the  Thomas  Regout,  Fort  Lock  and  Timberline
acquisitions.

         Approximately  43% of the Company's 1999 net sales are generated by its
Canadian operations.  About 60% of these Canadian-produced sales are denominated
in U.S.  dollars  while  substantially  all of the related costs are incurred in
Canadian dollars. Consequently,  fluctuations in exchange rates between the U.S.
dollar and the Canadian  dollar affect the  Company's  operating  results.  Such
exchange rate  fluctuations  resulted in reduced  income before income taxes and
minority  interest by $.3 million in the third  quarter of 1999  compared to the
third quarter of 1998. In the first nine months of 1999 fluctuations in exchange
rates  resulted in reduced  income before income taxes and minority  interest by
$.5 million compared to the first nine months of 1998.

         Assuming  the Thomas  Regout  and Fort Lock  acquisitions  occurred  on
January 1, 1998,  the  Company's  unaudited  pro forma net sales would have been
$51.4 million for the third quarter of 1998,  and unaudited pro forma  operating
income  would  have  been  $8.8  million.  For the  first  nine  months of 1998,
unaudited  pro forma net sales would have been $156.5  million and unaudited pro
forma operating income would have been $23.9 million. Excluding the nonrecurring
stock award charge discussed above,  unaudited pro forma operating income in the
first nine months of 1998 would have been $27.2 million. The pro forma effect of
the Timberline  acquisition is not material.  The unaudited pro forma  financial
information reflects the change in the Company's definition of operating income.
See Note 2 to the  Consolidated  Financial  Statements.  The unaudited pro forma
financial  information is not  necessarily  indicative of actual results had the
transactions  occurred at the  beginning of the periods,  nor does it purport to
represent results of future operations of the merged companies.


<PAGE>

Results of Operations

<TABLE>
<CAPTION>
                    Nine months ended         Nine months ended
                      September 30,     %        September 30,       %
                     1998      1999   Change    1998      1999     Change
                     (In thousands)             (In thousands)

<S>                <C>       <C>        <C>   <C>        <C>         <C>
Net sales ......   $38,698   $55,941   +44%   $110,513   $166,114   +50%
Operating income     8,424     9,408   +12%     21,017     28,735   +37%
</TABLE>


         Net sales. Net sales increased $17.2 million,  or 44%, to $55.9 million
for the third  quarter of 1999 from $38.7  million in the third quarter of 1998.
The increase is due primarily to the inclusion of the results of operations  for
the full  quarter of 1999 of  Timberline  Lock and Thomas  Regout  (acquired  in
November  1998 and January  1999,  respectively).  Excluding the effect of these
acquisitions,  net sales increased 9% compared to the third quarter of 1998. The
9% increase in net sales reflects an increase in the Company's  product sales to
the office furniture  industry  (primarily slides and ergonomic  products) which
increased  13% from  the  third  quarter  of 1998  and an  increase  in sales of
security  products of 3%. Net sales in the first nine  months of 1999  increased
$55.6 million,  or 50%. The increase is due primarily to the Thomas Regout, Fort
Lock and Timberline  acquisitions.  Excluding the effect of these  acquisitions,
net sales in the first nine months of 1999 increased 6%. This increase  reflects
a 3% improvement in sales of slide and ergonomic  products and a 10% improvement
in sales of security  products.  The  increase  in sales of slide and  ergonomic
products  reflects the third quarter  recovery from the first and second quarter
slowdown in the Company's product sales to the office furniture industry.

         Operating  income.  Operating  income in the third  quarter of 1999 was
$9.4  million  compared  to $8.4  million  for the third  quarter  of 1998.  The
increase of $1.0  million,  or 12%, is due  primarily to the two business  units
acquired.  Excluding these acquisitions,  operating income increased 3% compared
to the third  quarter of 1998.  The higher  operating  income  resulted from the
increase  in the  Company's  product  sales  to the  office  furniture  industry
(primarily  slides  and  ergonomic  products)  and from  increased  sales of the
Company's security  products.  Operating income in the first nine months of 1999
increased  37%  due  to  the  Thomas  Regout,  Fort  Lock  and  Timberline  Lock
acquisitions.  Excluding  the effect of these  acquisitions  and the stock award
charge discussed above,  operating income decreased 2%. The 2% decrease reflects
the slowdown in the Company's product sales to the office furniture  industry in
the first six  months of 1999  offset by an  increase  in  product  sales to the
office  furniture  industry in the third quarter of 1999 and increased  sales of
security products.


Year 2000 Issue

        As a result of certain computer  programs being written using two digits
rather  than  four to define  the  applicable  year,  certain  of the  Company's
computer  programs that have date sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculation  causing  disruption of operations,  including,  among
other things, a temporary  inability to process  transactions,  send invoices or
engage in normal business activities.

        The Company has installed information systems upgrades for both its U.S.
and Canadian  facilities  which  contain,  among many other  features,  software
compatibility  with  the  Year  2000  Issue.  The  Company  does  not  currently
anticipate   spending   significant   additional   funds  to  address   software
compatibility with the Year 2000 Issue with respect to its own internal systems.


<PAGE>

        As part of its  Year  2000  compliance  plan,  the  Company  is  seeking
confirmation from its major software and hardware vendors, primary suppliers and
major customers that they are developing and  implementing  plans to become,  or
that they  have  become,  Year 2000  compliant.  Confirmations  received  by the
Company to-date  indicate that such vendors,  suppliers and customers  generally
are in the process of becoming  Year 2000  compliant by December  31, 1999.  The
major  software  vendors used by the Company have  already  delivered  Year 2000
compliant  software.  Notwithstanding  these efforts,  the Company's  ability to
affect the Year 2000  preparedness  of such vendors,  suppliers and customers is
limited.

        The Company is developing a contingency plan to deal with potential Year
2000 Issues related to business  interruption  that may occur on January 1, 2000
or  thereafter.  The  Company's  plan is expected to be  completed in the fourth
quarter of 1999.

        Although  the  Company  expects  its  systems to be Year 2000  compliant
before  December 31, 1999, it cannot  predict the outcome or success of the Year
2000 compliance  programs of its vendors,  suppliers and customers.  The Company
also cannot predict whether its major software vendors, who continue to test for
Year 2000  compliance,  will  find  additional  problems  that  might  result in
unplanned upgrades of their applications after December 31, 1999. As a result of
these  uncertainties,  the Company cannot predict the impact on its consolidated
financial  condition or results of operations  resulting from  noncompliant Year
2000 systems that the Company  directly or  indirectly  relies upon.  Should the
Company's  Year 2000  compliance  plan not be  successful  or be delayed  beyond
January  2000,  or should one or more  suppliers,  vendors or customers  fail to
adequately address their Year 2000 Issues, the consequences to the Company could
be far reaching and material,  including an inability to produce products at its
manufacturing  facilities,  which could lead to an indeterminate  amount of lost
revenue.  Although  not  anticipated,  the  most  reasonably  likely  worst-case
scenario of failure by the Company or its key  suppliers  or customers to become
Year 2000 compliant would be a short-term slowdown or cessation of manufacturing
operations  at one or more of the  Company's  facilities,  delays in delivery of
product to customers  and a  short-term  inability on the part of the Company to
process orders and billings in a timely manner.

Euro Conversion

        Beginning January 1, 1999, eleven of the fifteen members of the European
Union  ("EU"),  including  The  Netherlands  and France,  adopted a new European
currency  unit (the  "euro")  as their  common  legal  currency.  Following  the
introduction  of the euro,  the  participating  countries'  national  currencies
remain  legal tender as  denominations  of the euro from January 1, 1999 through
January 1, 2002,  and the  exchange  rates  between  the euro and such  national
currencies are fixed.

         The functional  currencies of the Company's  French lock operations and
the recently acquired Thomas Regout  operations in Maastricht,  The Netherlands,
will  convert  to the euro from  their  respective  national  currencies  over a
two-year period  beginning in 1999. The euro conversion may impact the Company's
operations including,  among other things,  changes in product pricing decisions
necessitated  by  cross-border  price  transparencies.  Such  changes in product
pricing  decisions  could impact both selling prices and  purchasing  costs and,
consequently, favorably or unfavorably impact results of operations.


<PAGE>

         In 1998 the  Company  assessed  and  evaluated  the  impact of the euro
conversion  on  its  business  and  made  the  necessary  systems   conversions.
Modifications  of information  systems to handle  euro-denominated  transactions
have been implemented and were not extensive.

         Because of the inherent  uncertainty of the ultimate effect of the euro
conversion,  the  Company  cannot  accurately  predict  the  impact  of the euro
conversion on its results of operations, financial condition or liquidity

Liquidity and Capital Resources

  Consolidated cash flows

        Operating  activities.  Trends in cash flows from operating  activities,
excluding  changes in assets and  liabilities  and non-cash stock award charges,
are generally similar to the trends in the Company's  earnings.  Such cash flows
totaled  $20.6  million  and $24.6  million in the first nine months of 1998 and
1999,  respectively,  compared to net income of $14.2 million and $18.1 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
$40.7  million  and $68.2  million  in the first  nine  months of 1998 and 1999,
respectively.  Included in cash used by investing  activities  in the first nine
months of 1999 is the $53.1 million purchase price for the acquisition of Thomas
Regout.  The  increase in capital  expenditures  in 1999  relates  primarily  to
capacity  expansion  and  tooling  costs at the  Company's  Kitchener  facility,
equipment  additions  designed  to  improve  manufacturing  efficiencies  at the
Company's  security  products  facilities  and  the  development  of  electronic
commerce capabilities. Other cash flows from investing activities include a loan
of $2.5 million made to the  shareholders  of Yinjoy  Corporation as part of the
definitive  agreement for the  acquisition of Yinjoy  Corporation and certain of
its affiliates.  The loan will be applied to the purchase price of $11.5 million
upon completion of the acquisition. The Yinjoy acquisition will be financed with
existing  cash and is expected to be  completed  in November  1999.

        Capital expenditures in 1999 are estimated at approximately $17 million,
the  majority of which relate to projects  that  emphasize  improved  production
efficiency and increased  production  capacity and the development of electronic
commerce  capabilities.  Firm  purchase  commitments  for capital  projects  not
commenced at September 30, 1999 were not material.

        Financing activities.  Net cash provided by financing activities totaled
$58.8  million  and $19.1  million  in the first  nine  months of 1998 and 1999,
respectively.  Net cash provided by financing activities in 1998 includes $110.4
million of net proceeds from the Company's  March 1998 initial  public  offering
and the  repayment  of a $50  million  demand note to Valcor.  The Company  paid
dividends  to its  parent  company  aggregating  $1.8  million  in 1998 prior to
completion of the Company's  initial  public  offering.  No dividends  were paid
during the first nine months of 1999.  Cash flows from  financing  activities in
the first nine  months of 1999  includes  $20.0  million of  borrowings  used to
finance a portion of the acquisition of Thomas Regout.


<PAGE>

        Management  believes that cash generated  from  operations and borrowing
availability  under the unsecured  revolving senior credit facility ($80 million
available for borrowing at September 30, 1999), together with cash on hand, will
be sufficient to meet the Company's liquidity needs for working capital, capital
expenditures and debt service.

        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 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, 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.

         The  statements  in this  Quarterly  Report  on Form 10-Q  relating  to
matters that are not historical  facts are  forward-looking  statements based on
management's  beliefs and  assumptions  using currently  available  information.
Although the Company believes the expectations reflected in such forward-looking
statements are reasonable,  it cannot give any assurance that these expectations
will prove to be correct. Such statements,  by their nature, involve a number of
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  include,  but are not limited to, general economic
and  political  conditions,   demand  for  office  furniture,  service  industry
employment levels,  competitive  products and prices, the introduction of tariff
or  non-tariff  barriers,   potential   difficulties  in  integrating  completed
acquisitions, environmental matters, government regulations and possible changes
therein possible  disruptions of normal business  activity from Year 2000 issues
and other risks and  uncertainties as discussed in this Quarterly Report and the
Company's other filings with the Securities and Exchange Commission.  Should one
or more of these risks  materialize  (or the  consequences of such a development
worsen), or should the underlying  consequences prove incorrect,  actual results
could differ materially from those forecasted or expected. The Company disclaims
any intention or obligation  to update or revise any  forward-looking  statement
whether as a result of new information, future events or otherwise.


<PAGE>

Part II. OTHER INFORMATION


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

        (a)    Exhibits

               27.1  Financial  Data  Selected for the  nine-month  period ended
September 30, 1999.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended September 30, 1999.

                      July 20, 1999 -                Reported Items 5 and 7
                      July 21, 1999 -                Reported Items 5 and 7
                      September 20, 1999 -           Reported Items 5 and 7
                      October 15, 1999 -             Reported Items 5 and 7
                      October 18, 1999 -             Reported Items 5 and 7


<PAGE>


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.

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 November 12, 1999               By /s/ John A. Miller
                                        ---------------------------------------
                                     John A. Miller
                                     Vice President and
                                             Chief Financial Officer
                                     (Principal Financial Officer)


Date November 12, 1999               By /s/ Todd W. Strange
                                        ---------------------------------------
                                     Todd W. Strange
                                     Vice President and Controller
                                     (Principal Accounting Officer)