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, 2005        Commission file number 1-13905
                      ------------------                               -------




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




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


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



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


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

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

Indicate by check mark whether the  Registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes No X

Number of shares of common stock outstanding on October 24, 2005:
        Class A:   5,234,280
        Class B:  10,000,000



<PAGE>

                         COMPX INTERNATIONAL INC.

                                   INDEX




                                                                        Page
                                                                       number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 2004;
                  September 30, 2005 (Unaudited)                           3-4

                 Consolidated Statements of Operations -
                  Three months and nine months ended
                  September 30, 2004 and 2005 (Unaudited)                   5

                 Consolidated Statements of Comprehensive Income (Loss)-
                  Three and nine months ended
                  September 30, 2004 and 2005 (Unaudited)                   6

                 Consolidated Statements of Cash Flows -
                  Nine months ended September 30, 2004 and 2005 (Unaudited) 7

                 Consolidated Statement of Stockholders' Equity -
                  Nine months ended September 30, 2005 (Unaudited)          8

                 Notes to Consolidated Financial Statements (Unaudited)    9-14

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                    15-21

  Item 4.        Controls and Procedures.                                 21-22

Part II.         OTHER INFORMATION

 Item 6.         Exhibits                                                  23



                                      -2-
<PAGE>


                            COMPX INTERNATIONAL INC.

                          CONSOLIDATED BALANCE SHEETS

                                (In thousands)


<TABLE>
<CAPTION>
               ASSETS                                                           December 31,        September 30,
                                                                                     2004               2005
                                                                                -------------       -------------
                                                                                                     (Unaudited)

 Current assets:
<S>                                                                                 <C>                  <C>
   Cash and cash equivalents                                                        $ 16,803             $ 28,348
   Accounts receivable, net                                                           19,212               22,291
   Receivables from affiliates                                                           635                  300
   Refundable income taxes                                                                57                  370
   Inventories                                                                        20,782               22,711
   Prepaid expenses and other                                                          1,390                1,807
   Deferred income taxes                                                               1,447                2,916
   Current portion of note receivable                                                      -                1,306
   Assets held for sale                                                               17,957                 -
                                                                                    --------             --------

       Total current assets                                                           78,283               80,049
                                                                                    --------             --------

 Other assets:
   Goodwill                                                                           29,012               35,734
   Note receivable                                                                         -                2,873
   Other intangible assets                                                             1,703                2,438
   Other                                                                                 195                  138
   Assets held for sale                                                               10,964                 -
                                                                                    --------             --------

       Total other assets                                                             41,874               41,183
                                                                                    --------             --------

 Property and equipment:
   Land                                                                                4,713                7,846
   Buildings                                                                          29,995               31,136
   Equipment                                                                         100,923              107,800
   Construction in progress                                                            2,299                2,355
                                                                                    --------             --------
                                                                                     137,930              149,137

   Less accumulated depreciation                                                      71,808               80,063
                                                                                    --------             --------

       Net property and equipment                                                     66,122               69,074
                                                                                    --------             --------

                                                                                    $186,279             $190,306
                                                                                    ========             ========
</TABLE>




<PAGE>

                                    - 3 -
                            COMPX INTERNATIONAL INC.

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
 LIABILITIES AND STOCKHOLDERS' EQUITY                                          December 31,         September 30,
                                                                                   2004                 2005
                                                                                 -----------         ------------
                                                                                                     (Unaudited)

 Current liabilities:
<S>                                                                                <C>                  <C>
   Accounts payable and accrued liabilities                                        $ 18,304             $ 22,347
   Income taxes payable to affiliates                                                     -                   15
   Income taxes                                                                       2,687                  538
   Liabilities related to assets held for sale                                        4,998                 -
                                                                                   --------             --------

       Total current liabilities                                                     25,989               22,900
                                                                                   --------             --------

 Noncurrent liabilities:
   Deferred income taxes                                                              4,949               16,745
   Long term debt                                                                        85                1,469
                                                                                   --------             --------

       Total noncurrent liabilities                                                   5,034               18,214
                                                                                   --------             --------

 Stockholders' equity:
   Preferred stock                                                                        -                    -
   Class A common stock                                                                  52                   52
   Class B common stock                                                                 100                  100
   Additional paid-in capital                                                       108,828              109,556
   Retained earnings                                                                 38,523               30,809
   Accumulated other comprehensive income                                             7,753                8,675
                                                                                   --------             --------

       Total stockholders' equity                                                   155,256              149,192
                                                                                   --------             --------

                                                                                   $186,279             $190,306
                                                                                   ========             ========
</TABLE>






Commitments and contingencies (Note 1)



          See accompanying notes to consolidated financial statements.
                                     - 4 -
<PAGE>


                            COMPX INTERNATIONAL INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                    (In thousands, except per share data)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended            Nine months ended
                                                                         September 30,                 September 30,
                                                                   -----------------------       -----------------------
                                                                      2004           2005            2004         2005
                                                                   -------         -------       --------       --------

<S>                                                                <C>             <C>           <C>            <C>
 Net sales                                                         $46,234         $47,135       $136,056       $139,708
 Cost of goods sold                                                 35,929          36,153        106,438        107,916
                                                                   -------         -------       --------       --------

     Gross margin                                                   10,305          10,982         29,618         31,792

 Selling, general and administrative expense                         5,232           6,029         17,424         17,953
                                                                   -------         -------       --------       --------

     Operating income                                                5,073           4,953         12,194         13,839

 Other general corporate income, net                                   215             100          1,478            339
 Interest expense                                                      (86)            (91)          (442)          (228)
                                                                   -------         -------       --------       --------

     Income from continuing operations
      before income taxes                                            5,202           4,962         13,230         13,950

 Provision for income taxes                                          1,658          11,082          5,148         15,483
                                                                   -------         -------       --------       --------

   Income (loss) from continuing operations                          3,544          (6,120)         8,082         (1,533)

 Discontinued operations, net of tax                                   345            -               645           (477)
                                                                   -------         -------       --------       --------

     Net income (loss)                                             $ 3,889         $(6,120)      $  8,727       $ (2,010)
                                                                   =======         =======       ========       ========

 Basic and diluted earnings (loss) per common share:
   Continuing operations                                           $   .24         $  (.40)      $    .54       $   (.10)
   Discontinued operations                                             .02            -               .04           (.03)
                                                                   -------         -------       --------       --------

                                                                   $   .26         $  (.40)      $    .58       $   (.13)
                                                                   =======         =======       ========       ========

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


 Shares used in the calculation of basic
  and diluted earnings (loss) per share                             15,187          15,246         15,156         15,225
                                                                   =======         =======       ========       ========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                     - 5 -

<PAGE>


                            COMPX INTERNATIONAL INC.

           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                 (In thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended            Nine months ended
                                                                         September 30,                  September 30,
                                                                 --------------------------      -------------------------
                                                                    2004             2005          2004             2005
                                                                  --------         --------      -------          --------

<S>                                                               <C>              <C>           <C>              <C>
 Net income (loss)                                                $ 3,889          $(6,120)      $ 8,727          $(2,010)

 Other comprehensive income (loss) net of tax:
   Currency translation adjustment:
     Arising during the period                                      1,436              368          (481)             250
     Disposal of business unit                                       -                -             -                 739
                                                                  -------          -------       -------          -------
                                                                    1,436              368          (481)             989

   Unrealized gain (loss) on hedging         derivatives
                                                                     -                   1          -                 (67)
                                                                  -------          -------       -------          -------

     Comprehensive income (loss)                                  $ 5,325          $(5,751)      $ 8,246          $(1,088)
                                                                  =======          =======       =======          =======
</TABLE>










          See accompanying notes to consolidated financial statements.
                                      - 6 -
<PAGE>

                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 Nine months ended September 30, 2004 and 2005

                                 (In thousands)

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                            2004             2005
                                                                                            ----             ----

 Cash flows from operating activities:
<S>                                                                                       <C>               <C>
   Net income (loss)                                                                      $  8,727          $ (2,010)
   Depreciation and amortization                                                            10,621             8,118
   Goodwill impairment                                                                           -               864
   Deferred income taxes:
     Continuing operations                                                                  (1,053)            8,828
     Discontinued operations                                                                     -              (187)
   Other, net                                                                                  343               275
   Change in assets and liabilities:
     Accounts receivable                                                                    (2,486)           (1,877)
     Inventories                                                                              (249)             (763)
     Accounts payable and accrued liabilities                                                 (192)            2,641
     Accounts with affiliates                                                                  241             1,126
     Income taxes                                                                            4,690            (2,264)
     Other, net                                                                                165              (532)
                                                                                          --------          --------

       Net cash provided by operating activities                                            20,807            14,219
                                                                                          --------          --------

 Cash flows from investing activities:
   Capital expenditures                                                                     (2,742)           (8,654)
   Proceeds from disposal of assets held for sale                                                -            18,094
   Cash of disposed business unit                                                                -            (4,006)
   Acquisition, net of cash acquired                                                             -            (7,342)
   Proceeds from sale of fixed assets                                                        2,134                19
                                                                                          --------          --------

       Net cash used by investing activities                                                  (608)           (1,889)
                                                                                          --------          --------

 Cash flows from financing activities:
   Indebtedness:
      Additions                                                                              2,253                 -
      Principal payments                                                                   (28,087)              (48)
   Proceeds from issuance of common stock                                                      499               639
   Deferred financing costs paid                                                               (28)              (28)
   Dividends                                                                                  -               (5,704)
                                                                                          --------          --------

       Net cash used by financing activities                                               (25,363)           (5,141)
                                                                                          --------          --------

 Cash and cash equivalents - net change from:
   Operating, investing and financing activities                                             (5,164)            7,189
   Currency translation                                                                        (491)              122
 Cash and cash equivalents at beginning of period                                            21,726            21,037
                                                                                           --------          --------

 Cash and cash equivalents at end of period                                                $ 16,071          $ 28,348
                                                                                           ========          ========

 Supplemental disclosures:
   Cash paid for:
     Interest                                                                              $    459          $    105
     Income taxes                                                                             1,501             7,860
   Noncash investing activity - note receivable received
     upon disposal of business unit                                                       $   -             $  4,179

</TABLE>


          See accompanying notes to consolidated financial statements.
                                      - 7 -
<PAGE>

                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2005

                                 (In thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                Accumulated other
                                                                               comprehensive income
                                                                                     (loss)
                                         Common Stock   Additional            ----------------------   Total
                                        ---------------  paid-in    Retained    Currency    Hedging  stockholders'
                                     Class A   Class B   capital    Earnings  translation derivatives  equity
                                     -------   -------  ---------   --------  ----------- ----------- --------

<S>                                     <C>     <C>      <C>         <C>          <C>       <C>       <C>
Balance at December 31, 2004            $52     $100     $108,828    $38,523      $7,678    $  75     $155,256

Net loss                                  -        -            -     (2,010)          -        -       (2,010)

Other comprehensive income, net           -        -            -          -         989      (67)         922

Cash dividends                            -        -            -     (5,704)          -        -       (5,704)

Issuance of common stock                  -       -           728       -           -         -            728
                                        ---     ----     --------    -------      ------    -----     --------

Balance at September 30, 2005           $52     $100     $109,556    $30,809      $8,667    $   8     $149,192
                                        ===     ====     ========    =======      ======    =====     ========
</TABLE>









          See accompanying notes to consolidated financial statements.
                                     - 8 -
<PAGE>

                            COMPX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -       Basis of presentation:

     The consolidated balance sheet of CompX International Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 2004 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at September 30, 2005 and the consolidated statements
of income,  comprehensive  income,  stockholders'  equity and cash flows for the
interim  periods  ended  September  30, 2004 and 2005 have been  prepared by the
Company,  without  audit.  In  the  opinion  of  management,   all  adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
consolidated financial position,  results of operations and cash flows have been
made.  The results of  operations  for the interim  periods are not  necessarily
indicative  of the  operating  results for a full year or of future  operations.
Certain  information  normally  included  in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") has been condensed or omitted.  The  accompanying  consolidated
financial  statements  should be read in conjunction  with the Company's  Annual
Report on Form 10-K for the year  ended  December  31,  2004 (the  "2004  Annual
Report").  Certain  reclassifications  have been made to prior year  balances to
conform to the current year presentation.

     Basic earnings per share of common stock is based upon the weighted average
number of  common  shares  actually  outstanding  during  each  period.  Diluted
earnings per share of common stock includes the impact of  outstanding  dilutive
stock options.

     Commitments and contingencies are discussed in the 2004 Annual Report.

     At September 30, 2005, CompX Group, Inc., a majority-owned subsidiary of NL
Industries,  Inc.  (NYSE:  NL) owned 82.6% of the Company's  outstanding  common
stock. NL owns 82.4% of CompX Group,  and a wholly owned  subsidiary of Titanium
Metals Corporation (NYSE:TIE) ("TIMET") owns the remaining 17.6% of CompX Group.
At September  30, 2005,  (i) the wholly owned  subsidiary of TIMET and NL own an
additional  3.2% and .3%,  respectively,  of CompX  directly,  (ii) Valhi,  Inc.
holds,  directly or through a subsidiary,  approximately 83% of NL's outstanding
common stock and approximately 41% of TIMET's outstanding common stock and (iii)
Contran Corporation holds, directly or through  subsidiaries,  approximately 92%
of Valhi's outstanding common stock.  Substantially all of Contran's outstanding
voting stock is held by trusts  established for the benefit of certain  children
and grandchildren of Harold C. Simmons, of which Mr. Simmons is sole trustee, or
is held by Mr.  Simmons  or persons or other  entities  related to Mr.  Simmons.
Consequently,  Mr.  Simmons may be deemed to control each of such  companies and
the Company.

     Stock options. As disclosed in the 2004 Annual Report, the Company accounts
for  stock-based  employee  compensation  related  to stock  options  using  the
intrinsic value method in accordance with  Accounting  Principles  Board Opinion
("APBO")  No. 25,  Accounting  for Stock  Issued to  Employees,  and its various
interpretations.  See  Note 9.  Under  APBO  No.  25,  no  compensation  cost is
generally  recognized  for fixed stock  options in which the  exercise  price is
greater  than or equal to the market  price on the grant date.  No  compensation
cost was recognized by the Company  related to stock options in accordance  with
APBO No. 25 during the interim periods of 2004 or 2005.

     The following  table  illustrates the effect on net income and earnings per
share if the Company had applied the fair value  recognition  provisions of SFAS
No.  123,  Accounting  for  Stock-Based  Compensation  to  stock-based  employee
compensation  related  to stock  options  for all  options  granted  on or after
January 1, 1995.

                                     - 9 -
<PAGE>


<TABLE>
<CAPTION>
                                                                       Three months ended            Nine months ended
                                                                         September 30,                 September 30,
                                                                    --------------------         -------------------------
                                                                     2004          2005            2004             2005
                                                                    ------       --------         ------          --------
                                                                          (In thousands, except per share amounts)

<S>                                                                 <C>          <C>              <C>            <C>
 Net income (loss), as reported                                     $3,889       $(6,120)         $8,727         $(2,010)
 Deduct:  Total stock-based employee
  compensation expense  related to stock
  options determined under fair value
  based method for all awards, net of related
  tax effects                                                         (135)          (28)           (407)            (85)
                                                                    ------       -------          ------         -------

 Pro forma net income (loss)                                        $3,754       $(6,148)         $8,320         $(2,095)
                                                                    ======       =======          ======         =======

 Earnings per share - basic and diluted:
   As reported                                                      $  .26       $  (.40)         $  .58         $  (.13)
                                                                    ======       =======          ======         =======

   Pro forma                                                        $  .25       $  (.40)         $  .55         $  (.14)
                                                                    ======       =======          ======         =======
</TABLE>


Note 2 -       Business segment information:
<TABLE>
<CAPTION>

                                                                       Three months ended            Nine months ended
                                                                         September 30,                  September 30,
                                                                     ----------------------        ------------------------
                                                                      2004           2005            2004            2005
                                                                     -------       --------         -------         -------
                                                                                       (In thousands)

 Net sales:
<S>                                                                   <C>           <C>             <C>            <C>
   Security Products                                                  $19,105       $21,599         $ 57,554       $ 58,861
   Precision Slides                                                    19,925        18,665           57,982         59,989
   Ergonomics                                                           7,204         6,871           20,520         20,858
                                                                      -------       -------         --------       --------
     Total net sales                                                  $46,234       $47,135         $136,056       $139,708
                                                                      =======       =======         ========       ========

 Operating income:
   Security Products                                                  $ 2,576       $ 2,973         $  7,380       $  8,280
   Precision Slides                                                     1,087         1,001            1,926          2,815
   Ergonomics                                                           1,410           979            2,888          2,744
                                                                      -------       -------         --------       --------

     Total operating income                                             5,073         4,953           12,194         13,839

 Interest expense                                                         (86)          (91)            (442)          (228)
 Other general corporate income, net                                      215           100            1,478            339
                                                                      -------       -------         --------       --------

   Income from continuing operations
    before income taxes                                               $ 5,202       $ 4,962         $ 13,230       $ 13,950
                                                                      =======       =======         ========       ========
</TABLE>

     In August 2005,  CompX  completed the  acquisition of a component  products
business for aggregate cash consideration of $7.3 million, net of cash acquired.
The purchase  price has been  allocated  among the tangible and  intangible  net
assets acquired based upon a preliminary  estimate of the fair value of such net
assets.  The pro forma  effect  to CompX,  assuming  such  acquisition  had been
completed as of January 1, 2005, is not material.

                                     - 10 -
<PAGE>
Note 3 -       Inventories:
<TABLE>
<CAPTION>
                                                                                 December 31,         September 30,
                                                                                      2004                2005
                                                                                  ------------        ------------
                                                                                           (In thousands)

<S>                                                                                  <C>                 <C>
 Raw materials                                                                       $ 4,514             $ 7,534
 Work in progress                                                                      9,019               9,942
 Finished products                                                                     7,184               5,169
 Supplies                                                                                 65                  66
                                                                                     -------             -------

                                                                                     $20,782             $22,711
                                                                                     =======             =======
</TABLE>
Note 4 -       Accounts payable and accrued liabilities:
<TABLE>
<CAPTION>
                                                                                   December 31,     September 30,
                                                                                      2004              2005
                                                                                  ------------       -------------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
 Accounts payable                                                                    $ 6,392             $ 8,126
 Accrued liabilities:
   Employee benefits                                                                   7,987               9,188
   Customer tooling                                                                      600               1,352
   Professional                                                                          730                 874
   Insurance                                                                             448                 421
   Taxes other than on income                                                            399                 703
   Sales rebates                                                                         291                 251
   Other                                                                               1,457               1,432
                                                                                     -------             -------

                                                                                     $18,304             $22,347
                                                                                     =======             =======
</TABLE>
Note 5 - Other general corporate income (expense), net:
<TABLE>
<CAPTION>
                                                                       Three months ended            Nine months ended
                                                                         September 30,                  September 30,
                                                                      --------------------          ----------------------
                                                                      2004           2005            2004           2005
                                                                      ------        ------          ------         -------
                                                                                       (In thousands)

<S>                                                                   <C>             <C>           <C>              <C>
 Interest income                                                      $ 394           $144          $1,220           $408
 Currency transactions, net                                            (106)           (42)            209            (58)
 Other, net                                                             (73)            (2)             49            (11)
                                                                      -----           ----          ------           ----

                                                                      $ 215           $100          $1,478           $339
                                                                      =====           ====          ======           ====
</TABLE>
Note 6 - Provision for income taxes:
<TABLE>
<CAPTION>
                                                                       Three months ended            Nine months ended
                                                                         September 30,                 September 30,
                                                                      --------------------          ----------------------
                                                                      2004           2005            2004           2005
                                                                      ------        ------          ------         -------
                                                                                       (In thousands)

<S>                                                                   <C>            <C>              <C>         <C>
 Expected tax expense                                                 $1,820         $1,737           $4,631      $ 4,883
 Non-U.S. tax rates                                                     (131)           (44)            (251)        (149)
 Incremental U.S. tax on earnings of foreign
  subsidiaries                                                           332          9,695              936       10,942
 State income taxes                                                        -            178              286          303
 Tax contingency reserve adjustment                                     (198)          (169)            (556)        (169)
 Other, net                                                             (165)          (317)             102         (327)
                                                                      ------        -------           ------      -------

                                                                      $1,658        $11,080           $5,148      $15,483
                                                                      ======        =======           ======      =======
</TABLE>
                                     - 11 -
<PAGE>
     Under  GAAP,  a company is  required  to  recognize  a deferred  income tax
liability with respect to the incremental  U.S.  (federal and state) and foreign
withholding  taxes that  would be  incurred  when  undistributed  earnings  of a
foreign   subsidiary  are  subsequently   repatriated,   unless  management  has
determined that those undistributed  earnings are permanently reinvested for the
foreseeable future. Prior to the third quarter of 2005, CompX had not recognized
a  deferred  tax  liability  related  to such  incremental  income  taxes on the
undistributed  earnings of certain of its foreign operations,  as those earnings
were deemed to be  permanently  reinvested.  GAAP requires a company to reassess
the  permanent  reinvestment  conclusion  on an ongoing  basis to  determine  if
management's  intentions  have  changed.  As of September  30,  2005,  and based
primarily upon changes in  management's  strategic  plans for certain of CompX's
non-U.S.  operations,  management has determined that the undistributed earnings
of such  subsidiaries  can no longer be considered to be permanently  reinvested
except for the pre-2005 earnings in Taiwan. Accordingly,  and in accordance with
GAAP,  in the third  quarter of 2005 the Company  recognized  an aggregate  $9.0
million  provision  for  deferred  income taxes on the  aggregate  undistributed
earnings of these foreign subsidiaries.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  provided for a special 85%  deduction  for certain  dividends
received from a controlled foreign  corporation in 2005. In the third quarter of
2005, the Company  completes its evaluation of this new provision and determined
that it would not benefit from such special dividends received deduction.

Note 7 - Currency forward exchange contracts:

     Certain of the Company's  sales  generated by its non-U.S.  operations  are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of currency  exchange rate market risk  associated
with  receivables,  or similar  exchange rate risk associated with future sales,
denominated  in a currency  other than the  holder's  functional  currency.  The
Company has not entered into these contracts for trading or speculative purposes
in the  past,  nor does the  Company  currently  anticipate  entering  into such
contracts for trading or speculative purposes in the future. Derivatives used to
hedge  forecasted  transactions  and specific cash flows associated with foreign
currency  denominated  financial assets and liabilities  which meet the criteria
for hedge  accounting  are  designated  as cash flow hedges.  Consequently,  the
effective  portion of gains and losses is deferred as a component of accumulated
other comprehensive  income and is recognized in earnings at the time the hedged
item  affects  earnings.  Contracts  that do not meet  the  criteria  for  hedge
accounting  are  marked-to-market  at each balance sheet date with any resulting
gain  or  loss   recognized  in  income   currently  as  part  of  net  currency
transactions.  The Company had no outstanding currency contracts as of September
30, 2005.

Note 8 - Discontinued operations:

     As  discussed in the 2004 Annual  Report,  in December  2004 the  Company's
board of directors  committed  to a formal plan to dispose of its Thomas  Regout
operations in The  Netherlands.  Such  operations  met all of the criteria under
GAAP to be  classified  as an asset  held for sale at  December  31,  2004,  and
accordingly the results of operations of the European  Thomas Regout  operations
have been classified as discontinued  operations for all periods presented.  The
Company  has not  reclassified  its  Consolidated  Statements  of Cash  Flows to
reflect discontinued  operations or assets held for sale. In classifying the net
assets of the European  Thomas Regout  operations as an asset held for sale, the
Company  concluded that the carrying amount of the net assets of such operations
exceeded  the  estimated  fair  value less  costs to sell such  operations,  and
accordingly in the fourth quarter of 2004 the Company recognized a $14.4 million
impairment  charge to write-down  its  investment in the European  Thomas Regout
operations to its estimated net  realizable  value.  Such charge  represented an
impairment of goodwill.

                                     - 12 -
<PAGE>
     In January  2005,  the  Company  completed  the sale of its  Thomas  Regout
operations in Europe for net proceeds of  approximately  $22.3 million.  The net
proceeds consisted of approximately  $18.1 million in cash and a note receivable
in the principal amount of $4.2 million. The note receivable bears interest at a
fixed  rate of 7% and is  payable  over  four  years.  The  note  receivable  is
collateralized  by a secondary  lien on the assets sold and is  subordinated  to
certain  third-party debt of the purchaser.  Accordingly,  the Company no longer
includes the results of  operations  of the European  Thomas  Regout  operations
subsequent to December 31, 2004 in its consolidated  financial  statements.  The
net proceeds from the January 2005 sale of the European Thomas Regout operations
were  approximately  $860,000  (before  income  tax  benefit)  less than the net
realizable  value  estimated  at the  time  of the  goodwill  impairment  charge
(primarily  due to higher  expenses  associated  with the disposal of the Thomas
Regout  operations),  and  discontinued  operations in the first quarter of 2005
includes a charge  related  to such  differential  ($477,000,  net of income tax
benefit) was recognized in the first quarter of 2005. Such charge  represents an
additional impairment of goodwill.

     During the first nine months of 2004, the European Thomas Regout operations
reported net sales of $30.5 million,  operating income of $2.1 million, interest
expense of $1.1 million and net income of $645,000.

Note 9 - Accounting principles not yet implemented:

     Inventory costs.  The Company will adopt SFAS No. 151,  Inventory Costs, an
amendment of ARB No. 43,  Chapter 4, for  inventory  costs  incurred on or after
January 1, 2006.  SFAS No. 151 requires that the allocation of fixed  production
overhead costs to inventory shall be based on normal  capacity.  Normal capacity
is not defined as a fixed amount;  rather,  normal capacity refers to a range of
production  levels expected to be achieved over a number of periods under normal
circumstances,  taking into account the loss of capacity  resulting from planned
maintenance  shutdowns.  The amount of fixed overhead  allocated to each unit of
production is not increased as a consequence of idle plant or production  levels
below the low end of normal  capacity,  but instead a portion of fixed  overhead
costs is charged to expense as incurred. Alternatively, in periods of production
above the high end of  normal  capacity,  the  amount  of fixed  overhead  costs
allocated to each unit of  production is decreased so that  inventories  are not
measured above cost.  SFAS No. 151 also clarifies  existing GAAP to require that
abnormal freight and wasted materials (spoilage) are to be expensed as incurred.
The Company  believes its production cost accounting  already  complies with the
requirements  of SFAS No. 151, and thus the Company does not expect  adoption of
SFAS  No.  151  will  have  a  material  effect  on its  consolidated  financial
statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission ("SEC"),  the Company will adopt SFAS No. 123R,  Share-Based Payment,
as of January  1, 2006.  SFAS No.  123R,  among  other  things,  eliminates  the
alternative in existing GAAP to use the intrinsic value method of accounting for
stock-based  employee  compensation under APBO No. 25. Upon adoption of SFAS No.
123R,  the Company will  generally be required to recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date  fair value of the award,  with the cost  recognized  over the period
during  which an employee is  required to provide  services in exchange  for the
award (generally, the vesting period of the award). No compensation cost will be
recognized in the aggregate for equity  instruments  for which the employee does
not render the  requisite  service  (generally,  if the  instrument is forfeited
before it has  vested).  The  grant-date  fair  value  will be  estimated  using
option-pricing  models  (e.g.  Black-Sholes  or  a  lattice  model).  Under  the
transition  alternatives  permitted  under SFAS No. 123R, the Company will apply
the new standard to all new awards  granted on or after January 1, 2006,  and to
all awards  existing as of December  31, 2005 which are  subsequently  modified,
repurchased or cancelled.  Additionally, as of January 1, 2006, the Company will

                                     - 13 -
<PAGE>


be required to  recognize  compensation  cost for the portion of any  non-vested
award  existing  as of  December  31, 2005 over the  remaining  vesting  period.
Because the number of non-vested  awards as of December 31, 2005 with respect to
options  granted by the Company is not  expected to be  material,  the effect of
adopting SFAS No. 123R is not expected to be significant in so far as it relates
to existing  stock  options.  Should the Company,  however,  grant a significant
number of  options  or  modify,  repurchase  or cancel  existing  options in the
future, the effect on the Company's  consolidated  financial statements could be
material.

                                     - 14 -
<PAGE>



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

Overview

     The Company reported  operating income of $5.0 million in the third quarter
of 2005  compared to operating  income of $5.1 million for the third  quarter of
2004. The Company  reported  operating income of $13.8 million in the first nine
months of 2005 compared to operating  income of $12.2 million for the first nine
months of 2004.  The slight  decrease  in results  during the third  quarter was
primarily  due to the negative  impact of currency  exchange  rates in the third
quarter of 2005  compared  to the third  quarter  of 2004.  The  improvement  in
results for the comparative  nine-month periods is primarily due to higher sales
in the first  quarter of 2005 combined  with the ongoing  favorable  impact of a
continuous  focus on reducing costs  partially  offset by the negative impact of
currency exchange rates. The results of the component products business acquired
in August 2005 (see Note 2 to the Consolidated Financial Statements),  which are
not  material,  are included  with the Security  Products  segment in the tables
below.

Results of Operations

<TABLE>
<CAPTION>
                                            Three months ended                     Nine months ended
                                               September 30,            %            September 30,            %
                                             2004           2005      Change      2004          2005       Change
                                             ----           ----      ------      ----          ----       ------
                                                       (In thousands, except percentages)

 Net sales:
<S>                                          <C>            <C>         <C>        <C>            <C>          <C>
   Security Products                         $19,105        $21,599     13.1%      $ 57,554       $58,861      2.3%
   Precision Slides                           19,925         18,665     -6.3%        57,982        59,989      3.5%
   Ergonomics                                  7,204          6,871     -4.6%        20,520        20,858      1.6%
                                             -------        -------                --------        ------

     Total net sales                         $46,234        $47,135      1.9%      $136,056      $139,708      2.7%
                                             =======        =======                ========      ========

 Operating income:
   Security Products                         $ 2,576         $2,973     15.4%       $ 7,380        $8,280     12.2%
   Precision Slides                            1,087          1,001     -7.9%         1,926         2,815     46.2%
   Ergonomics                                  1,410            979    -30.6%         2,888         2,744     -5.0%
                                             -------         --------               -------        ------

     Total operating income                  $ 5,073         $4,953     -2.4%       $12,194       $13,839     13.5%
                                             =======         ======                 =======       =======
</TABLE>


     Currency.  CompX has substantial  operations and assets located outside the
United States (in Canada and Taiwan).  CompX's sales generated from its non-U.S.
operations are denominated in both the U.S. dollar and in currencies  other than
the U.S. dollar, principally the Canadian dollar and the New Taiwan dollar. Most
raw materials, labor and other production costs for such non-U.S. operations are
denominated  primarily in local  currencies.  Consequently,  the translated U.S.
dollar  values of CompX's  foreign  sales and  operating  results are subject to
currency  exchange rate fluctuations  which may favorably or unfavorably  impact
reported  earnings and may affect  comparability of  period-to-period  operating
results.  The effects of  fluctuations  in currency  exchange  rates  affect the
Precision  Slides and  Ergonomics  segments,  and do not  materially  affect the
Security  Products segment.  Net sales were positively  impacted while operating
income was  negatively  impacted by  currency  exchange  rates in the  following
amounts by segment as compared to the currency  exchange  rates in effect during
the corresponding period in the prior year:

                                     - 15 -
<PAGE>



<TABLE>
<CAPTION>
                                                              Three months ended           Nine months ended
                                                              September 30, 2004          September 30, 2004
                                                                  vs. 2005                      vs.  2005
                                                              ------------------          -------------------
                                                                              (In thousands)

Currency impact on net sales:
<S>                                                             <C>                           <C>
     Security Products                                          $         -                   $         -
     Precision Slides                                                   288                           984
     Ergonomics                                                         130                           365
                                                                -----------                   -----------

       Total currency impact on net sales                       $       418                   $     1,349
                                                                ===========                   ===========

Currency impact on operating income:
     Security Products                                          $         -                   $         -
     Precision Slides                                                  (420)                       (1,061)
     Ergonomics                                                        (260)                         (727)
                                                                -----------                   -----------

       Total currency impact on operating
        income                                                  $      (680)                  $    (1,788)
                                                                ===========                   ===========
</TABLE>

     Net sales.  Net sales  increased  $900,000,  or 2%, to $47.1 million in the
third  quarter of 2005 from  $46.2  million  in the third  quarter of 2004.  The
increase is due primarily to sales volume  associated with the business acquired
in August 2005 and the net effect of fluctuations in currency exchange rates (as
discussed above) and increases in selling prices for certain products across all
segments to recover  volatile raw  material  prices,  partially  offset by lower
Precision Slides and Ergonomics sales volume.  Net sales increased $3.6 million,
or 3%, to $139.7  million for the first nine months of 2005 from $136.1  million
in the first nine months of 2004.  The increase is primarily due to increases in
selling prices for certain products across all segments, sales volume associated
with the  acquired  business  and the net  effect of  fluctuations  in  currency
exchange rates (as discussed above),  partially offset by sales volume decreases
for certain products.

     Cost of goods sold.  The Company's cost of goods sold for the third quarter
of 2005 was  comparable  to 2004  while net sales  increased  2% during the same
period.  Cost of goods  sold  increased  1% in the  first  nine  months  of 2005
compared to 2004,  while net sales  increased  3%. The  Company's  gross  margin
percentage  increased  slightly from 22% in the third quarter of the 2004 period
to 23% in the 2005 period and increased from 22% to 23% in the first nine months
of 2005 as  compared  to the first  nine  months of 2004.  The  changes in gross
margin  percentages  for the comparable  periods is primarily due to the ongoing
favorable impact of a continuous focus on reducing costs partially offset by the
negative impact of currency exchange rates.

     Selling, general, and administrative expense. As a percentage of net sales,
selling,  general, and administrative  expense was 11% of net sales in the third
quarter of 2004 and 13% in the third quarter of 2005.  The increase is primarily
due to the timing of expenses on work relating to the Company's  compliance with
section 404 of the Sarbanes-Oxley Act of 2002. For the first nine months of each
year, selling, general, and administrative expense was 13% of net sales for 2004
and 2005.

     Operating  income.  Operating  income  for the  third  quarter  of 2005 was
comparable  to the third  quarter  of 2004.  Operating  income in the first nine
months of 2005  increased  to $13.8  million  compared to $12.2  million for the
first  nine  months of 2004.  As a  percentage  of net sales,  operating  income
increased  to 10% for the first  nine  months of 2005 from 9% for the first nine
months of 2004  primarily  due to the  increase  in net sales and the  favorable
impact of a continuous  focus on reducing costs partially offset by the negative
impact of currency exchange rates (as discussed above).

                                     - 16 -
<PAGE>

     Other general  corporate  income  (expense),  net. The  components of other
general  corporate  income  (expense),  net  are  summarized  in  Note  5 to the
Consolidated  Financial  Statements,  and  primarily  include  interest  income,
currency  exchange  transaction  gains  and  losses,  and  gains  and  losses on
disposals of fixed assets.  Interest income for the third quarter and nine-month
periods  of 2004  includes  interest  income  on  long-term  intercompany  notes
receivable  from the  European  Thomas  Regout  operations  of $379,000 and $1.1
million, respectively. Upon the sale of the Thomas Regout European operations in
January, 2005, the intercompany notes receivable were extinguished and therefore
no such interest income was recorded during the 2005 periods presented.

     Interest  expense.  Interest expense  declined in the nine-month  period of
2005 compared to 2004 due primarily to lower average levels of outstanding debt.
The  Company  expects  interest  expense  will be  comparable  during the fourth
quarter of 2005 to the fourth quarter of 2004.

     Provision  for income  taxes.  The  principal  reasons  for the  difference
between CompX's effective income tax rates and the U.S. federal statutory income
tax rates are  explained  in Note 6 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (county  and/or  state),  and  relative
changes  in the  geographic  mix of  CompX's  pre-tax  earnings  can  result  in
fluctuations in the effective income tax rate.

     As disclosed in the 2004 Annual Report,  CompX became a member of Contran's
consolidated  U.S. federal income tax group (the "Contran Tax Group") in October
2004.  As a member of the Contran Tax Group,  CompX  computes its  provision for
income  taxes on a  separate  company  basis,  using the tax  elections  made by
Contran.  One such  election  is  whether to claim a  deduction  or a tax credit
against U.S.  taxable income with respect to foreign  income taxes paid.  During
the first  nine  months of 2004,  and  prior to CompX  becoming  a member of the
Contran Tax Group,  CompX was able to claim a tax credit with respect to foreign
income taxes paid.  Consistent  with elections of the Contran Tax Group,  during
the first nine months of 2005,  CompX is not  claiming a credit with  respect to
foreign  income  taxes paid but  instead is claiming a tax  deduction.  This has
resulted in an increase in the Company's  effective income tax rate in the first
nine months of 2005 as compared to the same period in 2004.

     Under  GAAP,  a company is  required  to  recognize  a deferred  income tax
liability with respect to the incremental  U.S.  (federal and state) and foreign
withholding  taxes that  would be  incurred  when  undistributed  earnings  of a
foreign   subsidiary  are  subsequently   repatriated,   unless  management  has
determined that those undistributed  earnings are permanently reinvested for the
foreseeable future. Prior to the third quarter of 2005, CompX had not recognized
a  deferred  tax  liability  related  to such  incremental  income  taxes on the
undistributed  earnings of certain of its foreign operations,  as those earnings
were deemed to be  permanently  reinvested.  GAAP requires a company to reassess
the  permanent  reinvestment  conclusion  on an ongoing  basis to  determine  if
management's  intentions  have  changed.  As of September  30,  2005,  and based
primarily upon changes in  management's  strategic  plans for certain of CompX's
non-U.S.  operations,  management has determined that the undistributed earnings
of such  subsidiaries  can no longer be considered to be permanently  reinvested
except for the pre-2005 earnings in Taiwan. Accordingly,  and in accordance with
GAAP,  in the third  quarter of 2005 the Company  recognized  an aggregate  $9.0
million  provision  for  deferred  income taxes on the  aggregate  undistributed
earnings of these foreign subsidiaries.


     Discontinued   operations.   See  Note  8  to  the  Consolidated  Financial
Statements.

     Accounting  principles not yet implemented.  See Note 9 to the Consolidated
Financial Statements.

                                     - 17 -
<PAGE>
     Outlook. While demand has stabilized across most product segments,  certain
customers  continue to seek lower priced Asian  sources as  alternatives  to the
Company's products.  CompX believes the impact of this will be mitigated through
ongoing  initiatives  to expand both new products and new market  opportunities.
Asian  sourced  competitive  pricing  pressures are expected to continue to be a
challenge.  The  Company's  strategy in responding  to the  competitive  pricing
pressure has included  reducing  production cost through product  reengineering,
improvement  in  manufacturing  processes  or moving  production  to  lower-cost
facilities,  including our own Asian based manufacturing facilities. The Company
also  has  emphasized  and  focused  on  opportunities   where  it  can  provide
value-added  customer  support  services  that  Asian  based  manufacturers  are
generally  unable to provide.  The  combination  of the  Company's  cost control
initiatives  together with its value-added approach to development and marketing
of products are believed to help mitigate the impact of pricing  pressures  from
Asian competitors.

     The  Company  will  continue  to  focus  on cost  improvement  initiatives,
utilizing lean manufacturing  techniques and prudent balance sheet management in
order  to  minimize  the  impact  of lower  sales,  particularly  to the  office
furniture industry,  and to develop value-added  customer  relationships with an
additional  focus on sales of the  Company's  higher-margin  ergonomic  computer
support systems and security products to improve operating results. In addition,
the Company  continues to develop  sources for lower cost components for certain
product  lines to  strengthen  its  ability  to meet  competitive  pricing  when
practical.  These  actions,  along with other  activities  to  eliminate  excess
capacity,  have been designed to position the Company to expand more effectively
on  both  new  product  and  new  market   opportunities   to  improve   Company
profitability.

Liquidity and Capital Resources

Summary.

     The Company's  primary  source of liquidity on an ongoing basis is its cash
flow from  operating  activities,  which is  generally  used to (i) fund capital
expenditures,  (ii) repay short-term indebtedness incurred primarily for working
capital  purposes and (iii) provide for the payment of dividends (if  declared).
From time-to-time, the Company will incur indebtedness, primarily for short-term
working capital needs or to fund capital  expenditures.  From time-to-time,  the
Company  may also sell assets  outside  the  ordinary  course of  business,  the
proceeds  of  which  are  generally  used  to  repay   indebtedness   (including
indebtedness  which may have been  collateralized by the assets sold) or to fund
capital expenditures or business acquisitions.

     At  September  30,  2005,  there  were no  amounts  outstanding  under  the
Company's  credit  facility that matures in January  2006.  The Company does not
expect it will be required to use any of its cash flow from operating activities
generated during 2005 to repay indebtedness.  The Company expects to close on an
extension of its credit facility during the fourth quarter of 2005.

  Consolidated cash flows.

     Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and liabilities  have generally been similar to the
trends in the  Company's  earnings.  Changes  in assets and  liabilities  result
primarily  from the timing of production,  sales and purchases.  Such changes in
assets and liabilities generally tend to even out over time and result in trends
in cash flows from operating  activities  generally  reflecting earnings trends.
However,  period-to-period  relative  changes  in  assets  and  liabilities  can
significantly affect the comparability of cash flows from operating  activities.
Such  changes  in  assets  and  liabilities  resulted  in a net  use of  cash of
approximately  $1.7  million  in the  first  nine  months  of 2005  compared  to
providing $2.2 million in the first nine months of 2004.

                                     - 18 -
<PAGE>

     As noted above,  relative changes in working capital can have a significant
effect on cash flows from operating activities. The Company's average days sales
outstanding  related  to its  continuing  operations  increased  from 38 days at
December 31, 2004 to 43 days at September  30, 2005 due to timing of  collection
on the slightly higher accounts receivable balance at the end of September.  The
Company's  average  number  of  days  in  inventory  related  to its  continuing
operations  was 52 days at December 31, 2004 and 57 days at September  30, 2005.
The  increase  in days in  inventory  is  primarily  due to higher raw  material
prices, primarily steel.

     Investing  activities.  Net cash used by investing  activities  totaled $.6
million  in the first  nine  months of 2004 and $1.9  million  in the first nine
months of 2005,  which  include  the net  proceeds  from the sale of the  Thomas
Regout operations in Europe discussed below.

     On January 24, 2005,  CompX  completed  the  disposition  of all of the net
assets of its Thomas Regout  precision slide and window  furnishing  operations,
conducted  at its  facility  in the  Netherlands,  to members  of Thomas  Regout
management  for net  proceeds  of  approximately  $22.3  million.  The  proceeds
consisted of cash (net of costs to sell) of  approximately  $18.1  million and a
subordinated note for approximately $4.2 million. The subordinated note requires
annual  payments  over a period of four years.  Historically,  the Thomas Regout
European  operations have not contributed  significantly  to net cash flows from
operations. See Note 8 to the Consolidated Financial Statements.

     Capital  expenditures for 2005 are estimated at approximately  $11 million,
the  majority of which relate to projects  that  emphasize  improved  production
efficiency  and the shifting of  production  capacity to lower cost  facilities.
Firm purchase  commitments  for capital  projects not commenced at September 30,
2005 approximated $4.4 million.

     In August  2005,  CompX  completed  an  acquisition  of a company  for $7.3
million,  net  of  cash  acquired.  See  Note 2 to  the  Consolidated  Financial
Statements.

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

     Financing activities. The Company paid quarterly dividends of $5.7 million,
or $.375 per  share,  in the first  nine  months of 2005.  During the first nine
months of 2004,  the Company repaid a net $24.0 million under its revolving bank
credit facility.

     Provisions  contained in the Company's revolving bank credit facility could
result in the acceleration of such indebtedness prior to its stated maturity for
reasons  other than  defaults  from  failing to comply  with  typical  financial
covenants. For example, the credit agreement allows the lender to accelerate the
maturity  of the  indebtedness  upon a change of  control  (as  defined)  of the
borrower.  The terms of the credit agreement could result in the acceleration of
all or a portion of the  indebtedness  following a sale of assets outside of the
ordinary  course of business,  which provision was waived in connection with the
Company's  sale of its Thomas Regout  operations  in Europe.  Other than certain
operating leases  discussed in the 2004 Annual Report,  neither CompX nor any of
its  subsidiaries or affiliates are parties to any  off-balance  sheet financing
arrangements.

     Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Company's credit  facility,  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital  expenditures,  debt service and dividends (if declared).  To the extent
that the Company's actual operating  results or other  developments  differ from
the Company's expectations, CompX's liquidity could be adversely affected.

                                     - 19 -
<PAGE>

     The Company periodically evaluates its liquidity requirements,  alternative
uses of capital,  capital needs and available  resources in view of, among other
things,  its capital  expenditure  requirements,  dividend  policy and estimated
future operating cash flows. As a result of this process, the Company has in the
past  and may in the  future  seek to raise  additional  capital,  refinance  or
restructure  indebtedness,  issue  additional  securities,  modify its  dividend
policy,  repurchase  shares of its common  stock or take a  combination  of such
steps to manage its  liquidity  and capital  resources.  In the normal course of
business,  the Company may review opportunities for acquisitions,  divestitures,
joint  ventures  or  other  business  combinations  in  the  component  products
industry.  In the event of any such transaction,  the Company may consider using
available  cash,   issuing   additional  equity  securities  or  increasing  the
indebtedness of the Company or its subsidiaries.

Forward Looking Information

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "anticipates," "expects" or comparable terminology,  or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such  forward-looking  statements.  Among the
factors  that could cause actual  future  results to differ  materially  are the
risks and  uncertainties  discussed in this Quarterly Report and those described
from  time to time in the  Company's  other  filings  with  the  Securities  and
Exchange  Commission.  While it is not  possible to identify  all  factors,  the
Company  continues  to face many  risks  and  uncertainties  including,  but not
limited to the following:

     o    Future supply and demand for the Company's products,
     o    Changes in costs of raw materials and other  operating  costs (such as
          energy and steel costs),
     o    General global economic and political conditions,
     o    Demand for office furniture,
     o    Service industry employment levels,
     o    The possibility of labor disruptions,
     o    Competitive products and prices,  including increased competition from
          low-cost manufacturing sources (such as China),
     o    Substitute products,
     o    Customer and competitor strategies,
     o    Costs  and   expenses   associated   with   compliance   with  certain
          requirements  of  the  Sarbanes-Oxley  Act  of  2002  relating  to the
          evaluation of the Company's internal control over financial reporting.
     o    The introduction of trade barriers,
     o    The impact of pricing and production decisions,
     o    Fluctuations  in the  value  of the  U.S.  dollar  relative  to  other
          currencies (such as the Canadian dollar and New Taiwan dollar),
     o    Potential    difficulties   in   integrating   completed   or   future
          acquisitions,
     o    Decisions to sell operating  assets other than in the ordinary  course
          of business,
     o    Uncertainties associated with new product development,
     o    Environmental  matters (such as those requiring emission and discharge
          standards for existing and new facilities),

                                     - 20 -
<PAGE>

     o    The ability of the Company to renew or refinance  its  revolving  bank
          credit facility,
     o    The ultimate outcome of income tax audits, tax settlement  initiatives
          or other tax matters,
     o    The ultimate ability to utilize income tax attributes,  the benefit of
          which has been recognized under the "more-likely-than-not" recognition
          criteria,
     o    The impact of current or future government regulations,
     o    Possible future litigation and
     o    Other risks and uncertainties.

Should one or more of these risks  materialize  (or the  consequences  of such a
development worsen) or should the underlying assumptions prove incorrect, actual
results could differ  materially from those forecasted or expected.  The Company
disclaims  any  intention  or  obligation  to update  publicly  or  revise  such
statements whether as a result of new information, future events or otherwise.

ITEM 4. Controls and Procedures.

     Evaluation of Disclosure  Controls and Procedures.  The Company maintains a
system of disclosure controls and procedures.  The term "disclosure controls and
procedures," as defined by regulations of the Securities and Exchange Commission
(the "SEC"),  means  controls and other  procedures  that are designed to ensure
that information  required to be disclosed in the reports that the Company files
or submits to the SEC under the Securities Exchange Act of 1934, as amended (the
"Act"), is recorded, processed, summarized and reported, within the time periods
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by the Company in the reports that it files
or  submits  to the SEC under the Act is  accumulated  and  communicated  to the
Company's  management,   including  its  principal  executive  officer  and  its
principal  financial  officer,  or  persons  performing  similar  functions,  as
appropriate to allow timely decisions to be made regarding required  disclosure.
Each of David A. Bowers, the Company's Vice Chairman of the Board, President and
Chief Executive  Officer,  and Darryl R. Halbert,  the Company's Vice President,
Chief Financial Officer and Controller,  have evaluated the Company's disclosure
controls and procedures as of September 30, 2005.  Based upon their  evaluation,
these executive officers have concluded that the Company's  disclosure  controls
and procedures are effective as of the date of such evaluation.

     Internal  Control Over  Financial  Reporting.  The Company also maintains a
system of internal controls over financial reporting. The term "internal control
over financial reporting," as defined by regulations of the SEC, means a process
designed by, or under the supervision of, the Company's  principal executive and
principal  financial  officers,  or persons performing  similar  functions,  and
effected by the Company's board of directors, management and other personnel, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP"), and includes those policies and procedures that:

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Company.
     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with GAAP, and that receipts and expenditures of the Company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the Company, and

                                     - 21 -

<PAGE>

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets that could have a material effect on the Company's consolidated
          financial statements.

There  has been no change  to the  Company's  internal  control  over  financial
reporting  during the  quarter  ended  September  30,  2005 that has  materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.



                                     - 22 -
<PAGE>


Part II. OTHER INFORMATION

ITEM 6. Exhibits.

               31.1           Certification

               31.2           Certification

               32.1           Certification

               32.2           Certification

               The  Company has  retained a signed  original of any of the above
               exhibits that contains  signatures,  and the Company will provide
               such exhibit to the  Commission or its staff upon request.  CompX
               will also furnish, without charge, a copy of its Code of Business
               Conduct and Ethics,  Corporate  Governance  Guidelines  and Audit
               Committee  Charter,  each as  adopted by the  Company's  board of
               directors,  upon request. Such requests should be directed to the
               attention of CompX's  Corporate  Secretary  at CompX's  corporate
               offices located at 5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas
               75240.


                                     - 23 -
<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 4, 2005                By /s/ Darryl R. Halbert
     -----------------               ---------------------------
                                     Darryl R. Halbert
                                     Vice President, Chief Financial Officer
                                               and Controller



                                     - 24 -