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, 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

Number of shares of common stock outstanding on July 25, 2005:
        Class A:   5,217,480
        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;
                  June 30, 2005 (Unaudited)                               3-4

                 Consolidated Statements of Income -
                  Three months and six months ended
                  June 30, 2004 and 2005 (Unaudited)                       5

                 Consolidated Statements of Comprehensive Income -
                  Three and six months ended
                  June 30, 2004 and 2005 (Unaudited)                       6

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

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

                 Notes to Consolidated Financial Statements (Unaudited)  9-13

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                  14-19

  Item 4.        Controls and Procedures.                               19-20

Part II.         OTHER INFORMATION

 Item 4.         Submission of Matters to a Vote of Security Holders     21

 Item 6.         Exhibits                                                21

                                     - 2 -
<PAGE>


                                              COMPX INTERNATIONAL INC.

                                             CONSOLIDATED BALANCE SHEETS

                                                   (In thousands)


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

 Current assets:
<S>                                                                                 <C>                  <C>
   Cash and cash equivalents                                                        $ 16,803             $ 33,100
   Accounts receivable, net                                                           19,212               21,321
   Receivables from affiliates                                                           635                  300
   Refundable income taxes                                                                57                  553
   Inventories                                                                        20,782               19,945
   Prepaid expenses and other                                                          1,390                2,105
   Deferred income taxes                                                               1,447                1,519
   Current portion of note receivable                                                      -                1,306
   Assets held for sale                                                               17,957                 -
                                                                                    --------             --------

       Total current assets                                                           78,283               80,149
                                                                                    --------             --------

 Other assets:
   Goodwill                                                                           29,012               30,559
   Note receivable                                                                         -                2,873
   Other intangible assets                                                             1,703                1,591
   Other                                                                                 195                  142
   Assets held for sale                                                               10,964                 -
                                                                                    --------             --------

       Total other assets                                                             41,874               35,165
                                                                                    --------             --------

 Property and equipment:
   Land                                                                                4,713                8,145
   Buildings                                                                          26,877               26,977
   Equipment                                                                         104,041              103,759
   Construction in progress                                                            2,299                5,172
                                                                                    --------             --------
                                                                                     137,930              144,053

   Less accumulated depreciation                                                      71,808               76,132
                                                                                    --------             --------

       Net property and equipment                                                     66,122               67,921
                                                                                    --------             --------

                                                                                    $186,279             $183,235
                                                                                    ========             ========
</TABLE>


                                     - 3 -
<PAGE>



                            COMPX INTERNATIONAL INC.

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                  (In thousands)


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

 Current liabilities:
<S>                                                                                <C>                  <C>
   Accounts payable and accrued liabilities                                        $ 18,304             $ 19,493
   Income taxes payable to affiliates                                                     -                  452
   Income taxes                                                                       2,687                  378
   Liabilities related to assets held for sale                                        4,998                 -
                                                                                   --------             --------

       Total current liabilities                                                     25,989               20,323
                                                                                   --------             --------

 Noncurrent liabilities:
   Deferred income taxes                                                              4,949                6,424
   Other non-current liabilities                                                         85                   63
                                                                                   --------             --------

       Total noncurrent liabilities                                                   5,034                6,487
                                                                                   --------             --------

 Stockholders' equity:
   Preferred stock                                                                        -                    -
   Class A common stock                                                                  52                   52
   Class B common stock                                                                 100                  100
   Additional paid-in capital                                                       108,828              109,133
   Retained earnings                                                                 38,523               38,834
   Accumulated other comprehensive income                                             7,753                8,306
                                                                                   --------             --------

       Total stockholders' equity                                                   155,256              156,425
                                                                                   --------             --------

                                                                                   $186,279             $183,235
                                                                                   ========             ========
</TABLE>



Commitments and contingencies (Note 1)




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



                                              COMPX INTERNATIONAL INC.

                                          CONSOLIDATED STATEMENTS OF INCOME

                                        (In thousands, except per share data)

                                                     (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                   ------------------------     ------------------------
                                                                    2004            2005          2004           2005
                                                                   ------          --------     -------         --------

<S>                                                                <C>             <C>           <C>            <C>
 Net sales                                                         $46,246         $45,730       $ 89,822       $ 92,573
 Cost of goods sold                                                 35,331          35,203         70,507         71,763
                                                                   -------         -------       --------       --------

     Gross margin                                                   10,915          10,527         19,315         20,810

 Selling, general and administrative expense                         6,126           5,802         12,191         11,924
                                                                   -------         -------       --------       --------

     Operating income                                                4,789           4,725          7,124          8,886

 Other general corporate income (expense), net                         661              80          1,263            242
 Interest expense                                                     (147)            (69)          (356)          (138)
                                                                   --------        --------      ---------      ---------

     Income from continuing operations
      before income taxes                                            5,303           4,736          8,031          8,990

 Provision for income taxes                                          2,317           2,361          3,490          4,403
                                                                   -------         -------       --------       --------

   Income from continuing operations                                 2,986           2,375          4,541          4,587

 Discontinued operations, net of tax                                   292            -               297           (477)
                                                                   -------         -------       --------       --------

     Net income                                                    $ 3,278         $ 2,375       $  4,838       $  4,110
                                                                   =======         =======       ========       ========

 Basic and diluted earnings per common share:
   Continuing operations                                           $   .20         $   .16       $    .30       $    .30
   Discontinued operations                                             .02            -               .02           (.03)
                                                                   -------         -------       --------       --------

                                                                   $   .22         $   .16       $    .32       $    .27
                                                                   =======         =======       ========       ========

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


 Shares used in the calculation of basic
  and diluted earnings per share                                    15,154          15,214         15,140         15,215
                                                                   =======         =======       ========       ========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                     - 5 -

<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                  -------------------------      -------------------------
                                                                    2004             2005          2004             2005
                                                                  --------         --------      --------         --------

<S>                                                               <C>              <C>           <C>              <C>
 Net income                                                       $ 3,278          $ 2,375       $ 4,838          $ 4,110

 Other comprehensive income (loss) net of tax: Currency translation adjustment:
     Arising during the period                                       (479)            (476)       (1,918)            (118)
     Disposal of business unit                                       -                -             -                 739
                                                                  -------          -------       -------          -------
                                                                     (479)            (476)       (1,918)             621

   Unrealized gain (loss) on cash flow hedges                        -                   7          -                 (68)
                                                                  -------          -------       -------          -------

     Comprehensive income                                         $ 2,799          $ 1,906       $ 2,920          $ 4,663
                                                                  =======          =======       =======          =======
</TABLE>





          See accompanying notes to consolidated financial statements.
                                     - 6 -




<PAGE>



                                              COMPX INTERNATIONAL INC.

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       Six months ended June 30, 2004 and 2005

                                                   (In thousands)

                                                     (Unaudited)

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

 Cash flows from operating activities:
<S>                                                                                       <C>               <C>
   Net income                                                                             $  4,838          $  4,110
   Depreciation and amortization                                                             7,285             5,368
   Goodwill impairment                                                                           -               864
   Deferred income taxes:
     Continuing operations                                                                    (682)              117
     Discontinued operations                                                                     -              (187)
   Other, net                                                                                  218                80
   Change in assets and liabilities:
     Accounts receivable                                                                    (3,469)           (2,091)
     Inventories                                                                             1,252               756
     Accounts payable and accrued liabilities                                                 (226)            1,471
     Accounts with affiliates                                                                  306             1,563
     Income taxes                                                                            3,397            (2,609)
     Other, net                                                                                736              (787)
                                                                                          --------          --------

       Net cash provided by operating activities                                            13,655             8,655
                                                                                          --------          --------

 Cash flows from investing activities:
   Capital expenditures                                                                     (1,806)           (7,234)
   Proceeds from disposal of assets held for sale                                                -            18,094
   Cash of disposed business unit                                                                -            (4,006)
   Proceeds from sale of fixed assets                                                        2,119                12
                                                                                          --------          --------

       Net cash provided by investing activities                                               313             6,866
                                                                                          --------          --------

 Cash flows from financing activities:
   Indebtedness:
      Additions                                                                              2,252                 -
      Principal payments                                                                   (26,078)              (19)
   Proceeds from issuance of common stock                                                      330               217
   Deferred financing costs paid                                                               (28)              (28)
   Dividends                                                                                  -               (3,799)
                                                                                          --------          --------

       Net cash used by financing activities                                               (23,524)           (3,629)
                                                                                          --------          --------

 Cash and cash equivalents - net change from:
   Operating, investing and financing activities                                             (9,556)           11,892
   Currency translation                                                                        (552)              171
 Cash and cash equivalents at beginning of period                                            21,726            21,037
                                                                                           --------          --------

 Cash and cash equivalents at end of period                                                $ 11,618          $ 33,100
                                                                                           ========          ========

 Supplemental disclosures:
   Cash paid for:
     Interest                                                                              $    428          $     82
     Income taxes                                                                               477             5,254
   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

                         Six months ended June 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 income                              -        -            -      4,110            -             -        4,110

Other comprehensive income, net         -        -            -          -          621           (68)         553

Cash dividends                          -        -            -     (3,799)           -             -       (3,799)

Issuance of common stock                -       -           305       -            -              -            305
                                      ---     ----     --------    -------       ------         -----     --------

Balance at June 30, 2005              $52     $100     $109,133    $38,834       $8,299         $   7     $156,425
                                      ===     ====     ========    =======       ======         =====     ========
</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 June 30, 2005 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim  periods ended June 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 June 30, 2005,  CompX Group,  Inc., a  majority-owned  subsidiary  of NL
Industries, Inc. (NYSE: NL) owned 83% 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
June 30, 2005, (i) the wholly owned subsidiary of TIMET owns an additional 3% of
CompX  directly,  (ii) Valhi,  Inc.  holds,  directly  or through a  subsidiary,
approximately  83% of NL's  outstanding  common stock and  approximately  44% of
TIMET's outstanding common stock and (iii) Contran  Corporation holds,  directly
or through subsidiaries,  approximately 91% 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               Six months ended
                                                                          June 30,                        June 30,
                                                                    -------------------           ----------------------
                                                                     2004         2005             2004           2005
                                                                    ------       ------           ------         ------
                                                                          (In thousands, except per share amounts)

<S>                                                                 <C>          <C>              <C>            <C>
 Net income, as reported                                            $3,278       $2,375           $4,838         $4,110
 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                                                         (136)         (23)            (272)           (57)
                                                                    ------       ------           ------         ------

 Pro forma net income                                               $3,142       $2,352           $4,566         $4,053
                                                                    ======       ======           ======         ======

 Earnings per share - basic and diluted:
   As reported                                                      $  .22       $  .16           $  .32         $  .27
                                                                    ======       ======           ======         ======

   Pro forma                                                        $  .21       $  .15           $  .30         $  .27
                                                                    ======       ======           ======         ======
</TABLE>

Note 2 -       Business segment information:

<TABLE>
<CAPTION>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                      ---------------------          ---------------------
                                                                       2004          2005             2004           2005
                                                                      ------        -------          ------         -------
                                                                                       (In thousands)

 Net sales:
<S>                                                                   <C>           <C>              <C>            <C>
   Security Products                                                  $19,685       $18,717          $38,449        $37,261
   Precision Slides                                                    19,805        20,224           38,057         41,308
   Ergonomics                                                           6,756         6,789           13,316         14,004
                                                                      -------       -------          -------        -------
     Total net sales                                                  $46,246       $45,730          $89,822        $92,573
                                                                      =======       =======          =======        =======

 Operating income:
   Security Products                                                  $ 2,610       $ 2,585          $ 4,800       $  5,306
   Precision Slides                                                     1,478         1,401              844          1,815
   Ergonomics                                                             701           739            1,480          1,765
                                                                      -------       -------          -------       --------

     Total operating income                                             4,789         4,725            7,124          8,886

 Interest expense                                                        (147)          (69)            (356)          (138)
 Other general corporate income, net                                      661            80            1,263            242
                                                                      -------       -------          -------       --------

   Income from continuing operations
    before income taxes                                               $ 5,303       $ 4,736          $ 8,031       $  8,990
                                                                      =======       =======          =======       ========
</TABLE>

Note 3 -       Inventories:

<TABLE>
                                                                                   December 31,         June 30,
                                                                                      2004               2005
                                                                                     -------             ------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
 Raw materials                                                                       $ 4,514             $ 4,286
 Work in progress                                                                      9,019               9,559
 Finished products                                                                     7,184               6,030
 Supplies                                                                                 65                  70
                                                                                     -------             -------

                                                                                     $20,782             $19,945
                                                                                     =======             =======
</TABLE>

                                     - 10 -


<PAGE>


Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
                                                                                  December 31,          June 30,
                                                                                      2004                2005
                                                                                     ------              -------
                                                                                           (In thousands)

<S>                                                                                  <C>                 <C>
 Accounts payable                                                                    $ 6,392             $ 7,420
 Accrued liabilities:
   Employee benefits                                                                   7,987               7,808
   Professional                                                                          730                 746
   Insurance                                                                             448                 411
   Taxes other than on income                                                            399                 540
   Sales rebates                                                                         291                 191
   Customer tooling                                                                      600                 945
   Other                                                                               1,457               1,432
                                                                                     -------             -------

                                                                                     $18,304             $19,493
                                                                                     =======             =======
</TABLE>

Note 5 - Other general corporate income (expense), net:

<TABLE>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                      --------------------          ----------------------
                                                                       2004           2005            2004           2005
                                                                      ------         -----           ------         ------
                                                                                       (In thousands)

<S>                                                                   <C>            <C>            <C>             <C>
 Interest income                                                      $ 401          $  88          $  826          $ 264
 Currency transactions, net                                             169             38             313            (15)
 Other, net                                                              91            (46)            124             (7)
                                                                      -----          -----          ------          -----

                                                                      $ 661          $  80          $1,263          $ 242
                                                                      =====          =====          ======          =====
</TABLE>

Note 6 - Provision for income taxes:

<TABLE>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                     ---------------------           --------------------
                                                                      2004           2005            2004           2005
                                                                     ------         ------           -----          -----
                                                                                       (In thousands)

<S>                                                                   <C>            <C>              <C>          <C>
 Expected tax expense                                                 $1,856         $1,657           $2,811       $3,146
 Non-U.S. tax rates                                                      (89)           (27)            (120)        (105)
 Incremental U.S. tax on earnings of foreign
  subsidiaries                                                           415            675              604        1,247
 State income taxes                                                      259             53              286          125
 Tax contingency reserve adjustment                                     (358)             -             (358)           -
 Other, net                                                              234              3              267          (10)
                                                                      ------        -------           ------      -------

                                                                      $2,317        $ 2,361           $3,490      $ 4,403
                                                                      ======        =======           ======      =======
</TABLE>

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


                                     - 11 -
<PAGE>
     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. At June 30, 2005, the Company held a series of contracts to manage
such  exchange  rate risk to  exchange an  aggregate  of U.S.  $6.5  million for
Canadian  dollars at exchange rates of Cdn. $1.25 to Cdn. $1.26 per U.S. dollar.
Such contracts  mature through  September 2005. The exchange rate was Cdn. $1.23
per U.S.  dollar at June 30, 2005. The estimated fair value of such contracts is
not material at June 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 Thomas Regout 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 of 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.

     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 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 six months of 2004, the European Thomas Regout  operations
reported net sales of $20.6 million,  operating income of $1.2 million, interest
expense of $762,000 and net income of $300,000.

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

                                     - 12 -
<PAGE>
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,  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 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,  either 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.





                                     - 13 -
<PAGE>

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

Overview

     The Company reported operating income of $4.7 million in the second quarter
of 2005 compared to operating  income of $4.8 million for the second  quarter of
2004.  The Company  reported  operating  income of $8.9 million in the first six
months of 2005  compared to  operating  income of $7.1 million for the first six
months of 2004.  The slight  decrease in results  during the second  quarter was
primarily due to slightly  lower sales in the second quarter of 2005 compared to
the second  quarter of 2004.  The  improvement  in results  for the  comparative
six-month  periods is primarily due to higher sales in the first quarter of 2005
combined  with  the  ongoing  favorable  impact  of cost  reduction  initiatives
undertaken over the last several years and in the current period.

Results of Operations
<TABLE>

                                              Three months ended                      Six months ended
                                                   June 30,                               June 30,
                                            -----------------------     %           ---------------------       %
                                             2004           2005      Change         2004          2005       Change
                                             ----           ----      ------         ----          ----       ------
                                                       (In thousands, except percentages)

 Net sales:
<S>                                          <C>            <C>          <C>        <C>           <C>          <C>
   Security Products                         $19,685        $18,717     -5%         $38,449       $37,261     -3%
   Precision Slides                           19,805         20,224      2%          38,057        41,308      9%
   Ergonomics                                  6,756          6,789     <1%          13,316        14,004      5%
                                             -------        -------                 -------       -------

     Total net sales                         $46,246        $45,730     -1%         $89,822       $92,573      3%
                                             =======        =======                 =======       =======

 Operating income (loss):
   Security Products                         $ 2,610        $ 2,585     -1%         $ 4,800       $ 5,306     10%
   Precision Slides                            1,478          1,401     -5%             844         1,815      n.m.
   Ergonomics                                    701            739      5%           1,480         1,765     19%
                                             -------        -------                 -------       -------

     Total operating income                  $ 4,789        $ 4,725     -1%         $ 7,124       $ 8,886     25%
                                             =======        =======                 =======       =======
</TABLE>

n.m. = not meaningful

     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. During the second quarter and the first six months of
2005,   currency  exchange  rate  fluctuations  did  not  significantly   impact
comparisons with 2004.

     Net sales.  Net sales  decreased  $500,000,  or 1%, to $45.7 million in the
second  quarter of 2005 from $46.2  million in the second  quarter of 2004.  The
decrease is due  primarily  to lower  sales  volume  partially  offset by higher
prices for certain  products across all product lines.  Net sales increased $2.8
million,  or 3%, to $92.6  million  for the first six  months of 2005 from $89.8
million  in the first six  months of 2004.  The  increase  is  primarily  due to
increases in selling prices for certain  products across all segments  partially
offset by sales volume decreases for certain products.

                                     - 14 -
<PAGE>

     Cost of goods sold. The Company's cost of goods sold for the second quarter
of 2005 was  comparable  to 2004  while net sales  decreased  1% during the same
period. Cost of goods sold increased 2% in the first six months of 2005 compared
to 2004,  while net sales  increased 3%. The Company's  gross margin  percentage
decreased  slightly from 24% in the second  quarter of the 2004 period to 23% in
the 2005 period and increased from 22% to 23% in the first six months of 2005 as
compared  to the  first  six  months  of  2004.  The  changes  in  gross  margin
percentages  for the comparable  periods is primarily due to the impact of fixed
cost over varying net sales amounts.

     Selling, general, and administrative expense. As a percentage of net sales,
selling,  general, and administrative expense was 13% of net sales in the second
quarter  of 2004 and  2005.  For the first six  months  of each  year,  selling,
general,  and  administrative  expense was 14% of net sales for 2004 and 13% for
2005.

     Operating  income.  Operating  income  for the  second  quarter of 2005 was
comparable  to the  second  quarter of 2004.  Operating  income in the first six
months of 2005 increased to $8.9 million  compared to $7.1 million for the first
six months of 2004. As a percentage of net sales,  operating income increased to
10% for the  first six  months of 2005 from 8% for the first six  months of 2004
primarily due to the increase in net sales.

     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 other assets.  Interest income for the second quarter and six-month
periods  of 2004  includes  interest  income  on  long-term  intercompany  notes
receivable with the European Thomas Regout  operations of $375,000 and $762,000,
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.  Net currency
exchange  transaction  gains (losses) were lower by approximately  $131,000 from
the  second  quarter of 2004 to the  second  quarter  of 2005 and  approximately
$328,000  from the first six  months of 2004 to the first six  months of 2005 as
the intra-quarter swings in currency exchange rates were less volatile in 2005.

     Interest expense.  Interest expense declined in the interim periods of 2005
compared to 2004 due primarily to lower average levels of outstanding  debt. The
Company expects  interest  expense will be comparable  during the second half of
2005 to the second half 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  six  months of 2004,  and  prior to CompX  becoming  a member of the

                                     - 15 -
<PAGE>
Contran Tax Group,  CompX was able to claim a tax credit with respect to foreign
income taxes paid.  During the first six months of 2005, CompX is not claiming a
credit with  respect to foreign  income taxes paid but instead is claiming a tax
deduction,  since  Contran has elected to claim a tax  deduction for such items.
This has resulted in an increase in the Company's  effective  income tax rate in
the first six months of 2005 as compared to the same period in 2004.

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

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

     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.  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 June 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 seek a renewal of its
credit facility during the second half 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.

                                     - 16 -
<PAGE>
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 six months of 2005 compared to providing
$2.0 million in the first six months of 2004.

     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 42 days at June 30, 2005 due to timing of collection on the
slightly  higher accounts  receivable  balance at the end of June. The Company's
average number of days in inventory related to its continuing  operations was 52
days at December 31, 2004 and June 30, 2005.

     Investing activities. Net cash provided by investing activities totaled $.3
million in the first six  months of 2004 and  provided  for $6.9  million in the
first six 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  $12 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 March 31, 2005
approximated $3.1 million.

     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 $3.8 million,
or $.25 per share, in the first six months of 2005.  During the first six 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.

                                     - 17 -
<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,

                                     - 18 -
<PAGE>
     o    Environmental  matters (such as those requiring emission and discharge
          standards for existing and new facilities),
     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 June 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

                                     - 19 -
<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 June 30, 2004 that has materially  affected,
or is reasonably likely to materially  affect,  the Company's system of internal
controls over financial reporting.






                                     - 20 -
<PAGE>



Part II. OTHER INFORMATION

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

     CompX's 2005 Annual Meeting of Stockholders  was held on May 10, 2005. Paul
M. Bass,  Jr., David A. Bowers,  Keith R. Coogan,  Edward J. Hardin,  Ann Manix,
Glenn R. Simmons and Steven L. Watson were elected as directors,  each receiving
votes  "For"  their  election  from at least  99.2% of the  approximately  105.2
million votes eligible to be cast at the Annual Meeting.

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.


                                     - 21 -
<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 2, 2005                By /s/ Darryl R. Halbert
       -----------------                ---------------------------
                                        Darryl R. Halbert
                                        Vice President, Chief Financial Officer
                                         and Controller