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, 2000        Commission file number 1-13905
                       ------------------                               -------




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




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


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



Registrant's telephone number, including area code: (972) 233-1700
                                                    --------------


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 10, 2000:
5,965,080.


<PAGE>



                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                                      INDEX
                                                                       Page
                                                                      number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 1999
                  and September 30, 2000                               3-4

                 Consolidated Statements of Income -
                  Three months and nine months ended
                  September 30, 1999 and 2000                           5

                 Consolidated Statements of Comprehensive Income -
                  Three months and nine months ended
                  September 30, 1999 and 2000                           6

                 Consolidated Statements of Cash Flows -
                  Nine months ended September 30, 1999 and 2000        7-8

                 Consolidated Statement of Stockholders' Equity -
                  Nine months ended September 30, 2000                  9

                 Notes to Consolidated Financial Statements           10-13

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                14-17

Part II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.                     18


<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>
<CAPTION>
              ASSETS                                 December 31,  September 30,
                                                         1999          2000
                                                        ------        ------

Current assets:
<S>                                                       <C>           <C>
  Cash and cash equivalents ........................      $ 12,169      $ 10,501
  Accounts receivable ..............................        29,053        32,062
  Income taxes receivable from affiliates ..........            22           218
  Refundable income taxes ..........................           462           900
  Inventories ......................................        27,659        35,635
  Prepaid expenses and other .......................         1,858         2,106
  Deferred income taxes ............................         1,258           969
                                                          --------      --------

      Total current assets .........................        72,481        82,391
                                                          --------      --------

Other assets:
  Goodwill .........................................        41,697        40,516
  Other intangible assets ..........................         2,787         2,701
  Deferred income taxes ............................         2,499         2,163
  Other ............................................           203           939
                                                          --------      --------

      Total other assets ...........................        47,186        46,319
                                                          --------      --------

Property and equipment:
  Land .............................................         3,549         5,793
  Buildings ........................................        27,898        32,168
  Equipment ........................................        70,242        69,843
  Construction in progress .........................         6,710        13,849
                                                          --------      --------
                                                           108,399       121,653
  Less accumulated depreciation ....................        25,154        30,905
                                                          --------      --------

      Net property and equipment ...................        83,245        90,748
                                                          --------      --------

                                                          $202,912      $219,458
                                                          ========      ========
</TABLE>




<PAGE>



          See accompanying notes to consolidated financial statements.

                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31, September 30,
                                                          1999          2000
                                                          ----          ----

Current liabilities:
<S>                                                    <C>            <C>
  Current maturities of long-term debt ...........     $   1,367      $     434
  Accounts payable and accrued liabilities .......        25,389         23,670
  Income taxes ...................................            91          1,882
                                                       ---------      ---------

      Total current liabilities ..................        26,847         25,986
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        20,900         31,066
  Deferred income taxes ..........................         3,223          2,759
  Accrued pension costs ..........................         1,209          1,255
  Other ..........................................         1,274          1,056
                                                       ---------      ---------

      Total noncurrent liabilities ...............        26,606         36,136
                                                       ---------      ---------

Minority interest ................................           103           --
                                                       ---------      ---------

Stockholders' equity:
  Preferred stock ................................          --             --
  Class A common stock ...........................            61             62
  Class B common stock ...........................           100            100
  Additional paid-in capital .....................       118,067        119,139
  Retained earnings ..............................        37,415         50,514
  Accumulated other comprehensive income
                                                       ---------      ---------
   - currency translation ........................        (6,287)       (12,479)
                                                       ---------      ---------

      Total stockholders' equity .................       149,356        157,336
                                                       ---------      ---------

                                                       $ 202,912      $ 219,458
                                                       =========      =========
</TABLE>






Commitments and contingencies (Note 1)



<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                         Three months ended       Nine months ended
                                                            September 30,          September 30,
                                                          ----------------        --------------
                                                         1999         2000         1999         2000
                                                        ------       ------       ------       ------

<S>                                                    <C>         <C>          <C>          <C>
Net sales ..........................................   $ 55,941    $  63,045    $ 166,114    $ 194,248
                                                       --------    ---------    ---------    ---------

Costs and expenses:
 Cost of sales .....................................     40,412       47,129      118,558      142,268
 Selling, general and administrative ...............      6,121        6,784       18,821       20,616
 Other income, net .................................       (471)        (163)        (626)        (451)
 Interest expense ..................................        400          573        1,236        1,643
                                                       --------    ---------    ---------    ---------

                                                         46,462       54,323      137,989      164,076
                                                       --------    ---------    ---------    ---------

    Income before income taxes
      and minority interest ........................      9,479        8,722       28,125       30,172

Provision for income taxes .........................      3,413        3,185       10,124       11,012
                                                       --------    ---------    ---------    ---------

    Income before minority interest ................      6,066        5,537       18,001       19,160

Minority interest ..................................        (28)        --            (94)          (3)
                                                       --------    ---------    ---------    ---------

    Net income .....................................   $  6,094    $   5,537    $  18,095    $  19,163
                                                       ========    =========    =========    =========

Basic earnings per common share ....................   $    .38    $     .34    $    1.12    $    1.19
                                                       ========    =========    =========    =========

Diluted earnings per common share ..................   $    .38    $     .34    $    1.12    $    1.18
                                                       ========    =========    =========    =========


Cash dividends per share ...........................   $   --      $    .125    $    --      $    .375
                                                       ========    =========    =========    =========

Shares used in the calculation of per share amounts:
   Basic earnings per common share .................     16,147       16,187       16,146       16,162
   Dilutive impact of outstanding
    stock options ..................................          1           87         --             42
                                                       --------    ---------    ---------    ---------

   Diluted earnings per common share ...............     16,148       16,274       16,146       16,204
                                                       ========    =========    =========    =========
</TABLE>










<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


<TABLE>
<CAPTION>
                                      Three months ended     Nine months ended
                                        September 30,           September 30,
                                      -----------------       ----------------
                                        1999      2000        1999       2000
                                        ----      ----        ----       ----


<S>                                    <C>      <C>        <C>         <C>
Net income .........................   $6,094   $ 5,537    $ 18,095    $ 19,163

Other comprehensive income -
  currency translation adjustment,
  net of tax .......................    1,008    (2,795)     (3,199)     (6,192)
                                       ------   -------    --------    --------

      Comprehensive income .........   $7,102   $ 2,742    $ 14,896    $ 12,971
                                       ======   =======    ========    ========
</TABLE>





<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 1999 and 2000

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            1999          2000
                                                            ----          ----

Cash flows from operating activities:
<S>                                                      <C>           <C>
  Net income .......................................     $ 18,095      $ 19,163
  Depreciation and amortization ....................        6,899         9,231
  Deferred income taxes ............................         (170)         (244)
  Other, net .......................................         (188)         (619)
                                                         --------      --------
                                                           24,636        27,531
  Change in assets and liabilities:
    Accounts receivable ............................       (3,201)       (2,085)
    Inventories ....................................          310        (4,649)
    Accounts payable and accrued liabilities .......       (4,624)       (1,636)
    Accounts with affiliates .......................          440          (198)
    Income taxes ...................................       (1,963)        1,499
    Other, net .....................................        1,001          (892)
                                                         --------      --------

      Net cash provided by operating activities ....       16,599        19,570
                                                         --------      --------

Cash flows from investing activities:
  Capital expenditures .............................      (12,653)      (16,722)
  Purchase of business units .......................      (53,121)       (9,497)
  Other, net .......................................       (2,404)          309
                                                         --------      --------

      Net cash used by investing activities ........      (68,178)      (25,910)
                                                         --------      --------

Cash flows from financing activities:
  Indebtedness:
     Additions .....................................       20,000        13,081
     Principal payments ............................         (886)       (2,754)
  Dividends ........................................         --          (6,064)
  Issuance of common stock .........................         --           1,073
                                                         --------      --------

      Net cash provided by financing activities ....       19,114         5,336
                                                         --------      --------

Net decrease in cash and cash equivalents ..........     $(32,465)     $ (1,004)
                                                         ========      ========
</TABLE>




<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  Nine months ended September 30, 1999 and 2000

                                 (In thousands)

<TABLE>
<CAPTION>
                                                              1999        2000
                                                              ----        ----

Cash and cash equivalents:
  Net change from operating, investing
<S>                                                        <C>         <C>
   and financing activities ............................   $(32,465)   $ (1,004)
  Business units acquired ..............................      4,157        --
  Currency translation .................................       (549)       (664)
                                                           --------    --------
                                                            (28,857)     (1,668)

  Balance at beginning of period .......................     47,363      12,169
                                                           --------    --------

  Balance at end of period .............................   $ 18,506    $ 10,501
                                                           ========    ========

Supplemental disclosures:
  Cash paid for:
    Interest ...........................................   $    817    $  1,592
    Income taxes .......................................     12,954      10,298


  Business units acquired - net assets consolidated:
    Cash and cash equivalents ..........................   $  4,157        --
    Goodwill and other intangible assets ...............     15,837       2,561
    Other non-cash assets ..............................     52,799       8,458
    Liabilities ........................................    (19,672)     (1,522)
                                                           --------    --------

    Cash paid ..........................................   $ 53,121    $  9,497
                                                           ========    ========
</TABLE>







<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2000

                                 (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, 1999 ..   $61   $100   $118,067   $ 37,415    $ (6,287)   $ 149,356

Net income ....................    --    --        --       19,163        --         19,163

Other comprehensive income, net    --    --        --         --        (6,192)      (6,192)

Issuance of common stock ......     1    --       1,072       --          --          1,073

Cash dividends ................    --    --        --       (6,064)       --         (6,064)
                                  ---   ----   --------   --------    --------    ---------

Balance at September 30, 2000 .   $62   $100   $119,139   $ 50,514    $(12,479)   $ 157,336
                                  ===   ====   ========   ========    ========    =========
</TABLE>





<PAGE>



                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                   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,  1999  has been
condensed from the Company's audited  consolidated  financial statements at that
date. The consolidated  balance sheet at September 30, 2000 and the consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim  periods ended September 30, 1999 and 2000 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, 1999 (the "1999 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 1999
Annual Report.

        The  Company  is 64%  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 either by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee,  or by Mr. Simmons directly.  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  will adopt  Statement of  Financial  Accounting  Standards
("SFAS") No. 133 is currently  not expected to be  significant.  As permitted by
the transition requirements of SFAS No. 133, as amended, the Company will exempt
from  the  scope  of  SFAS  No.  133  all  host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.


<PAGE>



         The Company will adopt the Securities and Exchange  Commission's  Staff
Accounting  Bulletin ("SAB") No. 101, Revenue  Recognition,  as amended,  in the
fourth  quarter  of 2000.  SAB No. 101  provides  guidance  on the  recognition,
presentation  and  disclosure of revenue,  including  specifying  basic criteria
which must be met before revenue can be recognized. The impact on the Company of
adopting  SAB No. 101 has not been  determined,  in part  because the Company is
studying  additional  guidance on SAB No. 101 recently issued by the SEC. If the
impact of adopting SAB No. 101 is  material,  the Company will adopt SAB No. 101
retroactively  to the  beginning  of 2000,  and  previously-reported  results of
operations for the first three quarters of 2000 would be restated.

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 support systems,  precision ball bearing
slides, and security products.

<TABLE>
<CAPTION>
                               Three months ended          Nine months ended
                                  September 30,              September 30,
                                1999          2000        1999           2000
                                ----          ----        ----           ----
                                              (In thousands)

<S>                           <C>          <C>          <C>           <C>
Net sales ................    $ 55,941     $ 63,045     $ 166,114     $ 194,248
                              ========     ========     =========     =========

Operating income .........    $  9,408     $  9,132     $  28,735     $  31,364
Interest expense .........        (400)        (573)       (1,236)       (1,643)
Other, net ...............         471          163           626           451
                              --------     --------     ---------     ---------

Income before
 income taxes ............    $  9,479     $  8,722     $  28,125     $  30,172
                              ========     ========     =========     =========
</TABLE>


Note 3 -       Inventories:

<TABLE>
<CAPTION>
                                                    December 31,   September 30,
                                                        1999            2000
                                                        ----            ----
                                                            (In thousands)

<S>                                                   <C>                <C>
Raw materials ............................            $ 9,038            $11,566
Work in process ..........................              8,669             11,790
Finished products ........................              9,898             12,149
Supplies .................................                 54                130
                                                      -------            -------

                                                      $27,659            $35,635
                                                      =======            =======
</TABLE>




<PAGE>


Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                    December 31,   September 30,
                                                        1999           2000
                                                        ----           ----
                                                            (In thousands)

Accounts payable                                      $ 9,850            $11,384
Accrued liabilities:
<S>                                                     <C>                <C>
Employee benefits ........................              7,746              7,547
Insurance ................................                707                360
Royalties ................................                504                400
Other ....................................              6,582              3,979
                                                      -------            -------

                                                      $25,389            $23,670
                                                      =======            =======
</TABLE>


Note 5 - Indebtedness:

<TABLE>
<CAPTION>
                                                      December 31, September 30,
                                                          1999         2000
                                                          ----         ----
                                                              (In thousands)

<S>                                                       <C>            <C>
Revolving bank credit facility ...................        $20,000        $31,000
Capital lease obligations and other ..............          2,267            500
                                                          -------        -------

                                                           22,267         31,500
Less current maturities ..........................          1,367            434
                                                          -------        -------

                                                          $20,900        $31,066
                                                          =======        =======
</TABLE>


Note 6 - Other income:

<TABLE>
<CAPTION>
                                            Three months ended Nine months ended
                                               September 30,      September 30,
                                            -----------------    -------------
                                              1999     2000      1999      2000
                                            -------   ------   -------    ------
                                                        (In thousands)

<S>                                           <C>     <C>       <C>       <C>
Interest income ..........................    $196    $ 153     $ 616     $ 438
Foreign currency transactions, net .......     180       18      (231)      (29)
Other, net ...............................      95       (8)      241        42
                                              ----    -----     -----     -----

                                              $471    $ 163     $ 626     $ 451
                                              ====    =====     =====     =====
</TABLE>


<PAGE>


Note 7 - Provision for income taxes:

<TABLE>
<CAPTION>
                                     Three months ended        Nine months ended
                                        September 30,           September 30,
                                      -----------------         -------------
                                       1999        2000       1999          2000
                                      -------     ------     ------       ------
                                                   (In thousands)

<S>                                  <C>        <C>         <C>         <C>
Expected tax expense .............   $ 3,319    $  3,053    $  9,844    $ 10,560
Non-U.S. tax rates ...............       159        (139)        274         (55)
No tax benefit for amortization of
 goodwill ........................       147         204         425         515
Other, net .......................      (212)         67        (419)         (8)
                                     -------    --------    --------    --------

                                     $ 3,413    $  3,185    $ 10,124    $ 11,012
                                     =======    ========    ========    ========
</TABLE>


Note 8 - Acquisitions:

         In  January  2000,  the  Company  acquired  substantially  all  of  the
operating assets of Chicago Lock Company for approximately $9.4 million in cash.
The purchase  price 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.  CompX used
borrowings  under its existing  credit  facility to pay the cash purchase price.
The pro forma effect of this acquisition is not material.

Note 9 - Foreign currency forward contracts:

         Certain of the Company's sales generated by its Canadian 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 such
receivables,  or  similar  exchange  rate risk  associated  with  future  sales,
denominated in a currency other than the holder's functional  currency.  At each
balance sheet date,  outstanding currency forward contracts are marked-to-market
with any resulting gain or loss recognized in income currently. At September 30,
2000, the Company held such forward exchange  contracts to exchange an aggregate
of $18.2 million for an equivalent  amount of Canadian dollars at exchange rates
between Cdn. $1.4622 and Cdn. $1.4816. Such contracts mature through March 2001.



<PAGE>


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

Overview

         The Company  reported net income of $5.5  million,  or $.34 per diluted
share,  in the third  quarter of 2000,  a decrease of 9% over net income of $6.1
million,  or $.38 per diluted  share,  for the third quarter of 1999. Net income
for the third quarter and first nine months of 2000 includes a pre-tax charge of
$1.5  million  representing  higher  than  expected  manufacturing  costs at the
Company's Grand Rapids,  Michigan  facility.  The Company reported net income of
$19.2 million in the first nine months of 2000, a 6% increase over net income of
$18.1  million in the first nine months of 1999.  In January  2000,  the Company
acquired  substantially  all the operating  assets of Chicago Lock Company.  The
purchase price of approximately $9.4 million in cash includes  substantially all
of Chicago Lock's operating assets, excluding real estate.

Results of Operations

         Net sales.  Net sales increased $7.1 million,  or 13%, to $63.0 million
in the third  quarter of 2000 from $55.9  million in the third  quarter of 1999.
For the first nine months of 2000,  net sales of $194.2  million  increased  17%
compared to net sales of $166.1  million for the first nine months of 1999.  The
increases are due in part to acquisitions. Compared to the same periods of 1999,
precision  ball bearing  slide sales  increased 25% in the third quarter of 2000
and 24% in the first nine months of 2000.  Security products sales for the third
quarter and the first nine months of 2000  increased 10% and 18%,  respectively,
over the comparable periods of 1999. For the first nine months of 2000, sales of
ergonomic  products were  comparable to the first nine months of 1999,  and were
down 10% for the third quarter of 2000 compared to the third quarter of 1999.

         Overall net sales,  exclusive of acquisitions,  increased  nominally in
the third quarter of 2000  compared to the third quarter of 1999.  Excluding the
effect of acquisitions,  sales of slides during this period increased 11%, while
net  sales  of  ergonomics   and  security   products   decreased  10%  and  9%,
respectively.  For the nine month period ended  September 30, 2000,  overall net
sales, exclusive of acquisitions,  increased 5% over the corresponding period of
the prior  year.  Net sales of  slides  provided  the  majority  of the  change,
increasing 12%, while net sales of ergonomics and security  products declined 2%
and 3%,  respectively.  The increase in slide sales is due to market share gains
and increased demand for the Company's  precision  ball-bearing  slide products.
Ergonomic and security products sales declined due to losses of market share for
the  Company's  ergonomic  products  and slower lock sales to the  computer  and
related products industry sector.

        CompX has  substantial  operations and assets located outside the United
States (principally  Canada, the Netherlands and Taiwan). A portion of the sales
and the majority of the operating  costs  generated from the Company's  non-U.S.
operations are denominated in currencies other than the U.S. dollar, principally
the Canadian dollar and the Dutch guilder.  The foreign currency  exchange rates
used in translating foreign currency sales and operating costs into U.S. dollars
impact the comparability of sales and operating results between periods.  During
the third quarter and for the first nine months of 2000,  currency exchange rate
fluctuations (primarily the euro) negatively impacted sales compared to the same
periods  of 1999.  Excluding  the effect of  currency  and  acquisitions,  sales
increased 3% and 7%, respectively, in the third quarter and first nine months of
2000 compared to the same periods of 1999.

         Operating  income.  Operating  income in the third  quarter of 2000 was
$9.1 million,  a 3% decrease from operating income of $9.4 million for the third
quarter of 1999. For the first nine months of 2000,  operating  income increased
$2.6  million,  or 9%, to $31.3  million  from $28.7  million for the first nine
months of 1999.  Operating income in 2000 was negatively impacted by a change in
product  mix,  with a lower  percentage  of sales  being  generated  by  certain
higher-margin  products  in 2000  compared  to 1999,  as well as the higher than
expected  manufacturing costs at the Company's Grand Rapids,  Michigan facility.
Operating  income  margins  also  declined  in  2000  due to the  lower  margins
associated  with the lock  operations  acquired in January  2000.  Exclusive  of
acquisitions, operating income in the third quarter and the first nine months of
2000 decreased 10% and increased 1%, respectively, as compared to the comparable
1999  periods.  Excluding  the effect of currency  and  acquisitions,  operating
income in the  third  quarter  and first  nine  months of 2000  declined  8% and
increased 4%, respectively as compared to the same periods of 1999.

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  $16.6  million and $19.6
million in the first nine months of 1999 and 2000, respectively, compared to net
income of $18.1 million and $19.2 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
$68.2  million  and $25.9  million  in the first  nine  months of 1999 and 2000,
respectively.  Included in cash used by investing  activities  in the first nine
months  of 1999 and 2000 is  $53.1  million  and  $9.5  million  related  to the
acquisitions of Thomas Regout and  substantially  all of the operating assets of
Chicago Lock Company, respectively.

         Capital  expenditures for 2000 relate primarily to capacity  expansion,
equipment additions designed to improve manufacturing  efficiencies and tooling.
Capital  expenditures for 2000 are estimated at approximately  $25 million,  the
majority of which relate to projects emphasizing improved production  efficiency
and increased production  capacity.  In connection with the expansion of certain
of its domestic production facilities, the Company has outstanding firm purchase
commitments of $6.7 million at September 30, 2000. Firm purchase commitments for
capital projects not commenced at September 30, 2000 were not material.

         Financing activities. Net cash provided by financing activities totaled
$19.1  million  and $5.3  million  in the  first  nine  months of 1999 and 2000,
respectively.  The Company paid its  quarterly  dividend of  approximately  $2.0
million,  or $.125 per share, in each of the first, second and third quarters of
2000.  No dividends  were paid during the first nine months of 1999.  Cash flows
from  financing  activities  in each of the first nine  months of 1999  includes
$20.0  million of  borrowings  used to finance a portion of the  acquisition  of
Thomas Regout. Similarly, cash flows from financing activities in the first nine
months of 2000 includes $10.3 million of net  borrowings,  $9.4 million of which
were used to  finance  the  acquisition  of  substantially  all of the assets of
Chicago Lock Company.

        In  November  2000,  CompX's  board  of  directors  authorized  CompX to
purchase  up to 1  million  shares  of its  common  stock in the 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 Senior Credit Facility ($69
million  available for  borrowing at September 30, 2000),  together with cash on
hand,  will be  sufficient  to meet the  Company's  liquidity  needs for working
capital, capital expenditures, debt service and dividends.

        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,  its capital resources
and its 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 or other  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.

         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,
including, but not limited to, statements found in this "Management's Discussion
and  Analysis  of  Financial   Condition   and  Results  of   Operations,"   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 such words 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.  While it is
not possible to identify all factors,  the Company  continues to face many risks
and  uncertainties.  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 raw  material,  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.




<PAGE>


Part II. OTHER INFORMATION


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

        (a)    Exhibits

               27.1 Financial  Data Schedule for the nine-month  period ended
               September 30, 2000.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended September 30, 2000:

                      July 14,  2000 - Reported  Items 5 and 7. July 18,  2000 -
                      Reported  Items 5 and 7. July 27, 2000 - Reported  Items 5
                      and 7. August 7, 2000 - 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.





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




Date November 13, 2000        By: /s/ John A. Miller
     --------------------         ----------------------------------
                                  John A. Miller
                                  Vice President and
                                  Chief Financial Officer
                                  (Principal Financial Officer)


Date November 13, 2000        By: /s/ Todd W. Strange
     --------------------         ----------------------------------
                                  Todd W. Strange
                                  Vice President and Controller
                                  (Principal Accounting Officer)