SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





For the quarter ended  June 30, 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.)


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



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


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

Number  of  shares  of Class A common  stock  outstanding  on  August  4,  2000:
6,182,680.


<PAGE>



                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                                      INDEX
                                                                      Page
                                                                     number

Part I.      FINANCIAL INFORMATION

  Item 1.    Financial Statements.

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

             Consolidated Statements of Income -
              Three months and six months ended
              June 30, 1999 and 2000                                    5

             Consolidated Statements of Comprehensive Income -
              Six months ended June 30, 1999 and 2000                   6

             Consolidated Statement of Stockholders' Equity -
              Six months ended June 30, 2000                            7

             Consolidated Statements of Cash Flows -
              Six months ended June 30, 1999 and 2000                  8-9

             Notes to Consolidated Financial Statements               10-13


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

Part II.         OTHER INFORMATION

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

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


<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


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

Current assets:
<S>                                                       <C>           <C>
  Cash and cash equivalents ........................      $ 12,169      $ 12,784
  Accounts receivable ..............................        29,053        32,603
  Income taxes receivable from affiliates ..........            22          --
  Refundable income taxes ..........................           462           704
  Inventories ......................................        27,659        35,993
  Prepaid expenses and other .......................         1,858         1,524
  Deferred income taxes ............................         1,258         1,293
                                                          --------      --------

      Total current assets .........................        72,481        84,901
                                                          --------      --------

Other assets:
  Goodwill .........................................        41,697        42,843
  Other intangible assets ..........................         2,787         2,769
  Deferred income taxes ............................         2,499         1,710
  Other ............................................           203           656
                                                          --------      --------

      Total other assets ...........................        47,186        47,978
                                                          --------      --------

Property and equipment:
  Land .............................................         3,549         3,626
  Buildings ........................................        27,898        28,807
  Equipment ........................................        70,242        70,353
  Construction in progress .........................         6,710        12,709
                                                          --------      --------
                                                           108,399       115,495
  Less accumulated depreciation ....................        25,154        28,620
                                                          --------      --------

      Net property and equipment ...................        83,245        86,875
                                                          --------      --------

                                                          $202,912      $219,754
                                                          ========      ========
</TABLE>



          See accompanying notes to consolidated financial statements.


<PAGE>



                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


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

Current liabilities:
<S>                                                    <C>            <C>
  Current maturities of long-term debt ...........     $   1,367      $     450
  Accounts payable and accrued liabilities .......        25,389         26,388
  Income taxes payable to affiliates .............          --               20
  Income taxes ...................................            91            569
                                                       ---------      ---------

      Total current liabilities ..................        26,847         27,427
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        20,900         31,101
  Deferred income taxes ..........................         3,223          3,144
  Accrued pension costs ..........................         1,209          1,326
  Other ..........................................         1,274          1,125
                                                       ---------      ---------

      Total noncurrent liabilities ...............        26,606         36,696
                                                       ---------      ---------

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

Stockholders' equity:
  Preferred stock ................................          --             --
  Class A common stock ...........................            61             61
  Class B common stock ...........................           100            100
  Additional paid-in capital .....................       118,067        118,151
  Retained earnings ..............................        37,415         47,003
  Accumulated other comprehensive income
   - currency translation ........................        (6,287)        (9,684)
                                                       ---------      ---------

      Total stockholders' equity .................       149,356        155,631
                                                       ---------      ---------

                                                       $ 202,912      $ 219,754
                                                       =========      =========
</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        Six months ended
                                                              June 30,                 June 30,
                                                            -----------                --------
                                                          1999        2000        1999         2000
                                                          ----        ----        ----         ----

<S>                                                    <C>         <C>         <C>          <C>
Net sales ..........................................   $ 54,970    $ 65,136    $ 110,173    $ 131,203
                                                       --------    --------    ---------    ---------

Costs and expenses:
 Cost of sales .....................................     39,075      46,616       78,146       95,139
 Selling, general and administrative ...............      6,166       7,014       12,700       13,832
 Other income, net .................................        (30)        (62)        (155)        (289)
 Interest expense ..................................        442         538          836        1,071
                                                       --------    --------    ---------    ---------

                                                         45,653      54,106       91,527      109,753
                                                       --------    --------    ---------    ---------

    Income before income taxes
      and minority interest ........................      9,317      11,030       18,646       21,450

Provision for income taxes .........................      3,261       3,972        6,711        7,827
                                                       --------    --------    ---------    ---------

    Income before minority interest ................      6,056       7,058       11,935       13,623

Minority interest ..................................        (24)       --            (66)          (3)
                                                       --------    --------    ---------    ---------

    Net income .....................................   $  6,080    $  7,058    $  12,001    $  13,626
                                                       ========    ========    =========    =========

Basic and diluted earnings
 per common share ..................................   $    .38    $    .44    $     .74    $     .84
                                                       ========    ========    =========    =========


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

Shares used in the calculation of per share amounts:
   Basic earnings per common share .................     16,146      16,151       16,146       16,149
   Dilutive impact of outstanding
    stock options ..................................       --            31         --             20
                                                       --------    --------    ---------    ---------

   Diluted earnings per common share ...............     16,146      16,182       16,146       16,169
                                                       ========    ========    =========    =========
</TABLE>










<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


<TABLE>
<CAPTION>
                                     Three months ended       Six months ended
                                           June 30,               June 30,
                                        ------------            -----------
                                       1999       2000        1999        2000
                                       ----       ----        ----        ----


<S>                                  <C>        <C>        <C>         <C>
Net income .......................   $ 6,080    $ 7,058    $ 12,001    $ 13,626

Other comprehensive income -
  currency translation adjustment,
  net of tax .....................    (1,641)    (1,395)     (4,207)     (3,397)
                                     -------    -------    --------    --------

      Comprehensive income .......   $ 4,439    $ 5,663    $  7,794    $ 10,229
                                     =======    =======    ========    ========

</TABLE>











<PAGE>


                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         Six months ended June 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 ....................    --    --        --       13,626       --         13,626

Other comprehensive income, net    --    --        --         --       (3,397)      (3,397)

Issuance of common stock ......    --    --          84       --         --             84

Cash dividends ................    --    --        --       (4,038)      --         (4,038)
                                  ---   ----   --------   --------    -------    ---------

Balance at June 30, 2000 ......   $61   $100   $118,151   $ 47,003    $(9,684)   $ 155,631
                                  ===   ====   ========   ========    =======    =========
</TABLE>



          See accompanying notes to consolidated financial statements.


<PAGE>




                    COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Six months ended June 30, 1999 and 2000

                                 (In thousands)

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

Cash flows from operating activities:
<S>                                                        <C>         <C>
  Net income ...........................................   $ 12,001    $ 13,626
  Depreciation and amortization ........................      4,607       6,264
  Deferred income taxes ................................       (169)        209
  Other, net ...........................................       (178)       (282)
                                                           --------    --------
                                                             16,261      19,817
  Change in assets and liabilities:
    Accounts receivable ................................     (1,968)     (2,393)
    Inventories ........................................        (26)     (4,504)
    Accounts payable and accrued liabilities ...........     (6,326)      1,111
    Accounts with affiliates ...........................         13          41
    Income taxes .......................................     (1,326)          3
    Other, net .........................................        481        (205)
                                                           --------    --------

      Net cash provided by operating activities ........      7,109      13,870
                                                           --------    --------

Cash flows from investing activities:
  Capital expenditures .................................     (8,924)    (10,189)
  Purchase of business units ...........................    (53,084)     (9,475)
  Other, net ...........................................          3         309
                                                           --------    --------

      Net cash used by investing activities ............    (62,005)    (19,355)
                                                           --------    --------

Cash flows from financing activities:
  Indebtedness:
     Additions .........................................     20,000      12,081
     Principal payments ................................       (467)     (1,728)
  Dividends ............................................       --        (4,038)
  Issuance of common stock .............................       --            36
                                                           --------    --------

      Net cash provided by financing activities ........     19,533       6,351
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents ...   $(35,363)   $    866
                                                           ========    ========
</TABLE>

<PAGE>
                   COMPX INTERNATIONAL INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     Six months ended June 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 ..........................    $(35,363)    $    866
  Business units acquired ............................       4,157         --
  Currency translation ...............................        (982)        (251)
                                                          --------     --------
                                                           (32,188)         615

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

  Balance at end of period ...........................    $ 15,175     $ 12,784
                                                          ========     ========

Supplemental disclosures:
  Cash paid for:
    Interest .........................................    $    545     $    973
    Income taxes .....................................       8,676        7,386


Business units acquired - net assets consolidated:
    Cash and cash equivalents ........................    $  4,157         --
    Goodwill and other intangible assets .............      15,800        2,539
    Other non-cash assets ............................      52,799        8,458
    Liabilities ......................................     (19,672)      (1,522)
                                                          --------     --------

    Cash paid ........................................    $ 53,084     $  9,475
                                                          ========     ========
</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 June 30,  2000 and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim  periods  ended June 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, Accounting for Derivative  Instruments and Hedging Activities,
as amended,  no later than the first  quarter of 2001.  Under SFAS No. 133,  all
derivatives  will be recognized as either assets or liabilities  and measured at
fair value.  The accounting for changes in fair value of derivatives will depend
upon the intended use of the  derivative.  The impact on the Company of adopting
SFAS No. 133, if any, has not yet been  determined,  but will be dependent  upon
the extent to which the Company is a party to  derivative  contracts  or hedging
activities  covered  by  SFAS  No.  133  at  the  time  of  adoption,  including
derivatives  embedded in  non-derivative  host  contracts.  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 SEC is
continuing to provide additional informal guidance and clarification  concerning
the exact  requirements of SAB No. 101. 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          Six months ended
                                      June 30,                   June 30,
                                    ----------                   --------
                                1999         2000          1999          2000
                                ----         ----          ----          ----
                                              (In thousands)

<S>                           <C>          <C>          <C>           <C>
Net sales ................    $ 54,970     $ 65,136     $ 110,173     $ 131,203
                              ========     ========     =========     =========

Operating income .........    $  9,729     $ 11,506     $  19,327     $  22,232
Interest expense .........        (442)        (538)         (836)       (1,071)
Other, net ...............          30           62           155           289
                              --------     --------     ---------     ---------

Income before
 income taxes ............    $  9,317     $ 11,030     $  18,646     $  21,450
                              ========     ========     =========     =========
</TABLE>


Note 3 -       Inventories:

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

<S>                                                   <C>                <C>
Raw materials ............................            $ 9,038            $11,390
Work in process ..........................              8,669             12,524
Finished products ........................              9,898             11,938
Supplies .................................                 54                141
                                                      -------            -------

                                                      $27,659            $35,993
                                                      =======            =======
</TABLE>




<PAGE>


Note 4 -       Accounts payable and accrued liabilities:

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

<S>                                                   <C>                <C>
Accounts payable                                      $ 9,850            $12,256
Accrued liabilities:
Employee benefits ........................              7,746              8,369
Insurance ................................                707                612
Royalties ................................                504                301
Other ....................................              6,582              4,850
                                                      -------            -------

                                                      $25,389            $26,388
                                                      =======            =======
</TABLE>


Note 5 - Indebtedness:

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

<S>                                                       <C>            <C>
Revolving bank credit facility ...................        $20,000        $31,000
Capital lease obligations and other ..............          2,267            551
                                                          -------        -------

                                                           22,267         31,551
Less current maturities ..........................          1,367            450
                                                          -------        -------

                                                          $20,900        $31,101
                                                          =======        =======
</TABLE>


Note 6 - Other income:

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

<S>                                         <C>       <C>       <C>       <C>
Interest income ........................    $ 175     $ 157     $ 420     $ 285
Foreign currency transactions, net .....     (218)     (131)     (411)      (47)
Other, net .............................       73        36       146        51
                                            -----     -----     -----     -----

                                            $  30     $  62     $ 155     $ 289
                                            =====     =====     =====     =====
</TABLE>


<PAGE>


Note 7 - Provision for income taxes:

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

<S>                                    <C>        <C>        <C>        <C>
Expected tax expense ...............   $ 3,261    $ 3,861    $ 6,525    $ 7,508
Non-U.S. tax rates .................        57         22        115         84
No tax benefit for amortization of
 goodwill ..........................       131        155        278        311
Other, net .........................      (188)       (66)      (207)       (76)
                                       -------    -------    -------    -------

                                       $ 3,261    $ 3,972    $ 6,711    $ 7,827
                                       =======    =======    =======    =======
</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 non-U.S. operations are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of foreign exchange rate risk associated with 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 June 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.  $1.4547 and Cdn.  $1.4676.  Such contracts mature through December
2000.



<PAGE>


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

Overview

         The Company  reported net income of $7.1 million in the second  quarter
of 2000,  an  increase  of 16% over net  income of $6.1  million  for the second
quarter of 1999.  The Company  reported net income of $13.6 million in the first
six months of 2000, a 13% increase over net income of $12.0 million in the first
six 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 $10.1 million,  or 18%, to $65.1 million
in the second  quarter of 2000 from $55.0 million in the second quarter of 1999.
For the first six months of 2000, net sales of $131.2 million increased 19% when
compared to net sales of $110.2  million  for the first six months of 1999.  The
increases  are  principally  due to increased  demand for the  Company's  office
furniture  products,  market share gains in slide  products,  and  acquisitions.
Excluding  the effect of  acquisitions,  net sales  increased 6% over the second
quarter  of 1999  with net  sales of  slides  increasing  14%,  and net sales of
ergonomics and security products  remaining  essentially flat. For the six month
period ended June 30, 2000, net sales,  exclusive of acquisitions,  increased 7%
over the  corresponding  period of the prior year. Net sales of slides  provided
the majority of the change,  increasing  13%,  while net sales of ergonomics and
security products remained flat. During the second quarter of 2000,  weakness in
the euro  negatively  impacted  certain of the Company's net sales  (principally
slide  products)  which are  denominated  in euros.  Excluding  the  effects  of
currency and acquisitions,  net sales increased 8% and 9%, respectively, for the
three and six month  periods ended June 30, 2000 compared to the same periods in
1999,  with  net  sales  of  slide  products  increasing  19% and 18%  over  the
corresponding periods in 1999.

         Operating  income.  Operating  income in the second quarter of 2000 was
$11.5  million,  a 19% increase  over  operating  income of $9.7 million for the
second  quarter  of 1999.  For the first six  months of 2000,  operating  income
increased  $2.9  million,  or 15%, to $22.2  million from $19.3  million for the
first six months of 1999.  Excluding  acquisitions  and the negative  effects of
foreign currency  fluctuations,  discussed above, operating income in the second
quarter  and  first  six  months of 2000  increased  15% and 12%,  respectively,
compared to the same periods in 1999.  The  increases  are due  primarily to the
increase in net sales discussed  above. As a percentage of net sales,  operating
income  in the  second  quarter  and the  first  six  months  of  2000  remained
essentially  constant with the comparable 1999 periods.  Excluding the effect of
acquisitions,  operating  income as a percentage of net sales increased from 18%
to 19% in the second quarter of 2000 compared to the second quarter of 1999, and
increased from 19% to 20%, respectively, in the six month periods ended June 30,
1999 and 2000.  These  increases  reflect  improved  manufacturing  efficiencies
associated  with increased net sales.  The effect of  acquisitions in the second
quarter  and  first  six  months  of 2000  reflects  lower  margin  sales of the
Company's newly acquired Chicago Lock operations.


<PAGE>



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  $7.1  million  and $13.9
million in the first six months of 1999 and 2000, respectively,  compared to net
income of $12.0 million and $13.6 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
$62.0  million  and $19.4  million  in the  first  six  months of 1999 and 2000,
respectively.  Included in cash used by  investing  activities  in the first six
months of 1999 and 2000 is the $53.1  million  and $9.4  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 $1.9 million at June 30, 2000.  Firm  purchase  commitments  for
capital projects not commenced at June 30, 2000 were not material.

        Financing activities.  Net cash provided by financing activities totaled
$19.5  million  and $6.4  million  in the  first  six  months  of 1999 and 2000,
respectively.  The Company paid its quarterly dividend of $2.0 million, or $.125
per share,  in the first and second  quarters of 2000.  No  dividends  were paid
during the first six months of 1999. Cash flows from financing activities in the
first six 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  quarter of 2000  includes  $12.1 million of
borrowings,  $9.4  million  of which  were used to finance  the  acquisition  of
substantially all of the assets of Chicago Lock Company. Repayments of long-term
debt totaled $1.7  million  during the first six months of 2000  compared to $.5
million for the first six months of 1999.

        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 June 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 or take a  combination  of such steps to manage its liquidity and capital
resources.   In  the  normal   course  of  business,   the  Company  may  review
opportunities for acquisitions, joint ventures or other business combinations in
the  component  products  industry.  In the event of any such  transaction,  the
Company may consider using available cash,  issuing additional equity securities
or increasing the indebtedness of the Company or its subsidiaries.

         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
assurance 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, cost of
raw materials,  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 tariff or non-tariff trade barriers,
the  impact of pricing  and  production  decisions,  potential  difficulties  in
integrating  completed  acquisitions,   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  or  revise  any  forward-looking  statement  whether  as a result of new
information, future events or otherwise.




<PAGE>


Part II. OTHER INFORMATION

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

         The Company held its Annual  Meeting of  Shareholders  on May 11, 2000.
Paul M. Bass, Jr., David A. Bowers, Joseph S. Compofelice, Edward J. Hardin, Ann
Manix,  Glenn R.  Simmons and Steven L. Watson were elected as  directors,  each
receiving  votes "For" their  election  from over 99% of the 104.9 million votes
eligible to be voted at the Annual Meeting.

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

        (a)    Exhibits

10.1     Intercorporate  Services  Agreement  between the  Registrant and Valhi,
         Inc. effective as of January 1, 2000.

10.2     Intercorporate   Services  Agreement  between  the  Registrant  and  NL
         Industries,  Inc.  effective  as of January 1, 2000 -  incorporated  by
         reference to Exhibit 10.6 to NL Industries,  Inc.'s Quarterly Report on
         Form 10-Q (File No. 1-640) for the quarter ended June 30, 2000.

27.1     Financial Data Schedule for the six-month period ended June 30, 2000.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended June 30, 2000.

                      April 17, 2000 - Reported  Items 5 and 7. April 18, 2000 -
                      Reported  Items 5 and 7. May 11,  2000 - Reported  Items 5
                      and 7. May 30, 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 August 10, 2000                   By: /s/ John A. Miller
     ------------------                    ------------------
                                           John A. Miller
                                           Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer)


Date August 10, 2000                    By: /s/ Todd W. Strange
     ------------------                     -------------------
                                            Todd W. Strange
                                            Vice President and Controller
                                             (Principal Accounting Officer)