SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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





For the quarter ended September 30, 2002         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


Number  of shares of Class A common  stock  outstanding  on  November  1,  2002:
5,115,780.


<PAGE>


                            COMPX INTERNATIONAL INC.

                                      INDEX




                                                                      Page
                                                                     number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 2001
                  and September 30, 2002                              3-4

                 Consolidated Statements of Income -
                  Three months and nine months ended
                  September 30, 2001 and 2002                         5

                 Consolidated Statements of Comprehensive Income -
                  Three months and nine months ended
                  September 30, 2001 and 2002                         6

                 Consolidated Statements of Cash Flows -
                  Nine months ended September 30, 2001 and 2002       7

                 Consolidated Statement of Stockholders' Equity -
                  Nine months ended September 30, 2002                8

                 Notes to Consolidated Financial Statements           9-14

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                15-20

  Item 4.        Controls and Procedures.                             21

Part II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.                    22


<PAGE>


                            COMPX INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>
<CAPTION>
              ASSETS                                   December 31,   September 30,
                                                           2001           2002
                                                           ----           ----

Current assets:
<S>                                                       <C>           <C>
  Cash and cash equivalents ........................      $ 33,309      $ 10,078
  Accounts receivable, net .........................        23,422        24,274
  Income taxes receivable from affiliates ..........           351           319
  Refundable income taxes ..........................         2,032         1,302
  Inventories ......................................        30,902        30,980
  Prepaid expenses and other .......................         2,902         3,395
  Deferred income taxes ............................         1,944         2,177
                                                          --------      --------

      Total current assets .........................        94,862        72,525
                                                          --------      --------

Other assets:
  Goodwill .........................................        38,882        39,916
  Other intangible assets ..........................         2,440         2,331
  Deferred income taxes ............................         3,132         4,221
  Prepaid rent .....................................         1,079           596
  Other ............................................           577           306
                                                          --------      --------

      Total other assets ...........................        46,110        47,370
                                                          --------      --------

Property and equipment:
  Land .............................................         4,368         4,344
  Buildings ........................................        26,182        26,375
  Equipment ........................................        92,683       100,505
  Construction in progress .........................         4,618         7,755
                                                          --------      --------

                                                           127,851       138,979

  Less accumulated depreciation ....................        42,815        53,157
                                                          --------      --------

      Net property and equipment ...................        85,036        85,822
                                                          --------      --------

                                                          $226,008      $205,717
                                                          ========      ========
</TABLE>




<PAGE>

                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                 December 31,   September 30,
                                                        2001            2002
                                                        ----            ----

Current liabilities:
<S>                                                    <C>            <C>
  Current maturities of long-term debt ...........     $      56      $  31,019
  Accounts payable and accrued liabilities .......        23,168         21,282
  Payable to affiliate ...........................            15              1
  Deferred income taxes ..........................           291            391
  Income taxes ...................................         1,000            398
                                                       ---------      ---------

      Total current liabilities ..................        24,530         53,091
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        49,000           --
  Deferred income taxes ..........................         7,573          8,711
  Accrued pension costs ..........................           660           --
  Deferred gain on sale/leaseback ................         1,221            645
                                                       ---------      ---------

      Total noncurrent liabilities ...............        58,454          9,356
                                                       ---------      ---------

Stockholders' equity:
  Preferred stock ................................          --             --
  Class A common stock ...........................            62             62
  Class B common stock ...........................           100            100
  Additional paid-in capital .....................       119,224        119,387
  Retained earnings ..............................        50,966         47,705
  Accumulated other comprehensive income
   - currency translation ........................       (16,013)       (12,669)
  Treasury stock .................................       (11,315)       (11,315)
                                                       ---------      ---------

      Total stockholders' equity .................       143,024        143,270
                                                       ---------      ---------

                                                       $ 226,008      $ 205,717
                                                       =========      =========
</TABLE>





Commitments and contingencies (Note 1)


<PAGE>


                            COMPX INTERNATIONAL INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)



<TABLE>
<CAPTION>
                                                        Three months ended        Nine months ended
                                                           September 30,            September 30,
                                                        ------------------      ---------------------
                                                        2001         2002         2001       2002
                                                        ----         ----         ----       ----

<S>                                                    <C>         <C>         <C>          <C>
Net sales ..........................................   $ 51,484    $ 48,839    $ 164,438    $148,425
Cost of sales ......................................     40,255      41,172      127,062     121,300
                                                       --------    --------    ---------    --------
                                                         11,229       7,667       37,376      27,125

Selling, general and administrative ................      7,113       6,407       21,111      20,666
                                                       --------    --------    ---------    --------

    Operating income ...............................      4,116       1,260       16,265       6,459

Other expense (income), net ........................       (691)        (99)        (910)         46
Interest expense ...................................        604         291        2,276       1,629
                                                       --------    --------    ---------    --------

    Income before income taxes .....................      4,203       1,068       14,899       4,784

Provision for income taxes .........................      2,132         826        6,443       2,380
                                                       --------    --------    ---------    --------

    Net income .....................................   $  2,071    $    242    $   8,456    $  2,404
                                                       ========    ========    =========    ========

Basic and diluted earnings per common share ........   $    .14    $    .02    $     .56    $    .16
                                                       ========    ========    =========    ========

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

Shares used in the calculation of per share amounts:
   Basic earnings per common share .................     15,103      15,116       15,158      15,108
   Dilutive impact of outstanding
    stock options ..................................         13        --              7          15
                                                       --------    --------    ---------    --------

   Diluted common shares ...........................     15,116      15,116       15,165      15,123
                                                       ========    ========    =========    ========
</TABLE>




<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


<TABLE>
<CAPTION>
                                                              Nine months ended
                                                                 September 30,
                                                              2001         2002
                                                              ----         ----


<S>                                                         <C>           <C>
Net income ...........................................      $ 8,456       $2,404

Other comprehensive income (loss) -
  Currency translation adjustment, net of tax ........       (3,022)       3,344
                                                            -------       ------

      Comprehensive income ...........................      $ 5,434       $5,748
                                                            =======       ======
</TABLE>













<PAGE>



                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 2001 and 2002

                                 (In thousands)

<TABLE>
<CAPTION>
                                                             2001         2002
                                                             ----         ----
Cash flows from operating activities:
<S>                                                        <C>         <C>
  Net income ...........................................   $  8,456    $  2,404
  Depreciation and amortization ........................     11,128       9,899
  Deferred income taxes (benefit) ......................      1,503        (817)
  Other, net ...........................................        370        (416)
                                                           --------    --------
                                                             21,457      11,070
  Change in assets and liabilities:
    Accounts receivable ................................      2,387        (432)
    Inventories ........................................        309         507
    Accounts payable and accrued liabilities ...........     (7,087)     (2,469)
    Accounts with affiliates ...........................       --            18
    Income taxes .......................................        355         903
    Other, net .........................................       (108)       (203)
                                                           --------    --------

      Net cash provided by operating activities ........     17,313       9,394
                                                           --------    --------

Cash flows from investing activities:
  Capital expenditures .................................     (9,345)     (9,900)
  Other, net ...........................................          5        --
                                                           --------    --------

      Net cash used by investing activities ............     (9,340)     (9,900)
                                                           --------    --------

Cash flows from financing activities:
  Indebtedness:
     Additions .........................................     14,919       1,000
     Principal payments ................................     (6,504)    (19,037)
  Dividends ............................................     (5,665)     (5,665)
  Common stock reacquired ..............................     (2,650)       --
  Issuance of common stock .............................       --           120
                                                           --------    --------

      Net cash provided (used) by financing activities .        100     (23,582)
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents ...      8,073     (24,088)

Currency translation ...................................         96         857
                                                           --------    --------

                                                              8,169     (23,231)

Cash and cash equivalents:
  Balance at beginning of period .......................      9,820      33,309
                                                           --------    --------

  Balance at end of period .............................   $ 17,989    $ 10,078
                                                           ========    ========

Supplemental disclosures - cash paid for:
  Interest .............................................   $  2,590    $  1,593
  Income taxes .........................................      4,614       2,320
</TABLE>



<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      Nine months ended September 30, 2002

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Accumulated
                                                                      other
                                                                   comprehensive
                                                Additional         income (loss)-                Total
                                Common Stock     paid-in   Retained  currency     Treasury    stockholders'
                              Class A  Class B   capital   earnings translation     stock        equity
                                  ---    ---    ---------  -------- -----------   ---------     --------

<S>                               <C>   <C>    <C>        <C>         <C>         <C>         <C>
Balance at December 31, 2001 ..   $62   $100   $119,224   $ 50,966    $(16,013)   $(11,315)   $ 143,024

Net income ....................    --    --        --        2,404        --          --          2,404

Other comprehensive income, net    --    --        --         --         3,344        --          3,344

Issuance of common stock ......    --    --         156       --          --          --            156

Cash dividends ................    --    --        --       (5,665)       --          --         (5,665)

Other .........................    --    --           7       --          --          --              7
                                  ---   ----   --------   --------    --------    --------    ---------

Balance at September 30, 2002 .   $62   $100   $119,387   $ 47,705    $(12,669)   $(11,315)   $ 143,270
                                  ===   ====   ========   ========    ========    ========    =========
</TABLE>







<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, 2001 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at September 30, 2002 and the consolidated statements
of income,  comprehensive  income,  stockholders'  equity and cash flows for the
interim  periods  ended  September  30, 2001 and 2002 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 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, 2001 (the "2001 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 2001 Annual
Report.

     The  Company  is  69%  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 by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee.  Mr. Simmons, the Chairman of the
Board of each of  Contran,  Valhi and  Valcor,  may be deemed  to  control  such
companies and the Company.

Note 2 - Business segment information:

     The Company defines its operations in terms of three  operating  segments -
CompX Security Products,  CompX Waterloo and CompX Regout (formerly called CompX
Europe). The CompX Security Products segment,  with manufacturing  facilities in
South Carolina and Illinois,  manufactures locking mechanisms and other security
products for sale to the office furniture,  banking, vending, computer and other
industries.  The CompX Waterloo segment, with facilities in Canada, Michigan and
Taiwan, and the CompX Regout segment,  with facilities in the Netherlands,  both
manufacture a complete line of precision  ball bearing  slides for use in office
furniture,   computer-related   equipment,   tool  storage  cabinets  and  other
applications,   and  manufacture  or  distribute   ergonomic   computer  support
accessories   for   office   furniture.   Because   of  the   similar   economic
characteristics  between the CompX Waterloo and CompX Regout segments and due to
the identical products,  customer types,  production  processes and distribution
methods shared by these two segments,  they have been  aggregated  into a single
reportable segment for segment reporting purposes.


<PAGE>



<TABLE>
<CAPTION>
                                  Three months ended       Nine months ended
                                     September 30,            September 30,
                                    ---------------        -----------------
                                    2001       2002        2001         2002
                                    ----       ----        ----         ----
                                                 (In thousands)

Net sales:
<S>                              <C>         <C>         <C>          <C>
  CompX Waterloo/CompX Regout    $ 32,822    $ 29,833    $ 106,581    $  91,946
  CompX Security Products ....     18,662      19,006       57,857       56,479
                                 --------    --------    ---------    ---------

    Total net sales ..........   $ 51,484    $ 48,839    $ 164,438    $ 148,425
                                 ========    ========    =========    =========

Operating income (loss):
  CompX Waterloo/CompX Regout    $  1,765    $   (957)   $   8,870    $    (243)
  CompX Security Products ....      2,351       2,217        7,395        6,702
                                 --------    --------    ---------    ---------

    Total operating income ...      4,116       1,260       16,265        6,459

Other general corporate
 income (expense), net .......        691          99          910          (46)
Interest expense .............       (604)       (291)      (2,276)      (1,629)
                                 --------    --------    ---------    ---------

  Income before income taxes .   $  4,203    $  1,068    $  14,899    $   4,784
                                 ========    ========    =========    =========
</TABLE>



Note 3 -       Inventories:

<TABLE>
<CAPTION>
                                                    December 31,       September 30,
                                                        2001              2002
                                                       ------            ------
                                                             (In thousands)

<S>                                                   <C>                <C>
Raw materials ............................            $ 9,677            $ 7,206
Work in process ..........................             12,619             14,242
Finished products ........................              8,494              9,414
Supplies .................................                112                118
                                                      -------            -------

                                                      $30,902            $30,980
                                                      =======            =======
</TABLE>

Note 4 - Goodwill and other intangible assets:

     Goodwill.  Changes in the carrying  amount of goodwill are presented in the
table below.

<TABLE>
<CAPTION>
                                                    Operating segment
                                             CompX Waterloo/CompX Security
                                              CompX Regout     Products    Total
                                                           (In millions)

<S>                                              <C>            <C>        <C>
Balance at December 31, 2001 ..............      $15.2          $23.7      $38.9
Changes in foreign exchange rates .........        1.0           --          1.0
                                                 -----          -----      -----

Balance at September 30, 2002 .............      $16.2          $23.7      $39.9
                                                 =====          =====      =====
</TABLE>




<PAGE>


     Upon adoption of Statement of Financial  Accounting  Standards ("SFAS") No.
142, Goodwill and Other Intangible  Assets,  effective January 1, 2002 (See Note
10), the goodwill  related to the CompX Security  Products segment and the CompX
Waterloo/CompX  Regout  segment was assigned to  reporting  units (as defined in
SFAS No.  142)  consisting  of the  reportable  operating  segments to which the
goodwill relates.

     Other  intangible  assets.   Other  intangible  assets  consisting  of  the
estimated fair value of certain patents acquired,  are stated net of accumulated
amortization  of $1.2 million at September  30, 2002  (December  31, 2001 - $1.0
million).  Such  intangible  assets  have been,  and will  continue  to be after
adoption  of  SFAS  No.  142  effective  January  1,  2002,   amortized  by  the
straight-line  method over the lives of the patents  (approximately  10.50 years
remaining at September  30, 2002) with no assumed  residual  value at the end of
the  life  of  the  patents.  Amortization  expense  of  intangible  assets  was
approximately  $60,000 in each of the three month periods  ending  September 30,
2001 and 2002 and  $180,000  in each of the first nine  months of 2001 and 2002.
Such  amortization  expense is expected to be approximately  $250,000 in each of
calendar years 2002 through 2006.

Note 5 - Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                       December 31,   September 30,
                                                           2001           2002
                                                          ------          -----
                                                             (In thousands)

<S>                                                      <C>             <C>
Accounts payable ...............................         $ 9,459         $ 8,348
Accrued liabilities:
  Employee benefits ............................           6,619           7,104
  Insurance ....................................             361             452
  Royalties ....................................             223              99
  Restructuring ................................           2,278             548
  Deferred gain on sale/leaseback ..............             479             751
  Other ........................................           3,749           3,980
                                                         -------         -------

                                                         $23,168         $21,282
                                                         =======         =======
</TABLE>

     In 2001, a charge of $2.7 million  (euro 3.1 million) was recorded  related
to a  consolidation  and  rationalization  of CompX's  Regout  operations.  This
restructuring  effort included headcount reductions of about 35 employees at the
Company's Maastricht,  the Netherlands facility,  substantially all of which had
been  implemented  by December  31,  2001.  As adjusted  for changes in currency
exchange rates,  through  September 30, 2002  approximately  $2.6 million of the
total charge has been paid. Of the remainder,  $75,000 is expected to be paid in
the last three months of 2002 and $475,000 in 2003.

Note 6 - Indebtedness:

<TABLE>
<CAPTION>
                                                         December 31,  September 30,
                                                             2001          2002
                                                             ----          ----
                                                               (In thousands)

<S>                                                          <C>         <C>
Revolving bank credit facility, due February 2003 ......     $49,000     $31,000
Other ..................................................          56          19
                                                             -------     -------

                                                              49,056      31,019
Less current maturities ................................          56      31,019
                                                             -------     -------

                                                             $49,000     $  --
                                                             =======     =======
</TABLE>



<PAGE>


Note 7 - Other expense (income), net:

<TABLE>
<CAPTION>
                                                              Nine months ended
                                                                September 30,
                                                              2001          2002
                                                              -----       ------
                                                                (In thousands)

<S>                                                          <C>          <C>
Interest income ......................................       $(432)       $(336)
Foreign currency transactions, net ...................        (445)         885
Defined benefit pension plan settlement gain .........        --           (677)
Other, net ...........................................         (33)         174
                                                             -----        -----

                                                             $(910)       $  46
                                                             =====        =====
</TABLE>

     As of January 1, 2001, the Company ceased providing future benefits under a
defined benefit pension plan covering  substantially all full-time  employees of
Thomas Regout  International  B.V. This action reduced  certain  pension benefit
obligations  and resulted in a curtailment  gain in the fourth  quarter of 2001.
Certain other  remaining  obligations  related to the terminated plan were fully
settled  during the first  quarter of 2002,  resulting in a  settlement  gain of
approximately $677,000.

Note 8 - Provision for income taxes:

<TABLE>
<CAPTION>
                                                               Nine months ended
                                                                September 30,
                                                               2001       2002
                                                              -----       ----

<S>                                                          <C>        <C>
Expected tax expense .....................................   $ 5,215    $ 1,674
Non-U.S. tax rates .......................................      (264)      (233)
No tax benefit for amortization of goodwill ..............       520       --
Incremental U.S. tax and rate differences on earnings of
 foreign subsidiaries ....................................       684      1,101
U.S. state income taxes, net .............................       145        122
Other, net ...............................................       143       (284)
                                                             -------    -------

                                                             $ 6,443    $ 2,380
</TABLE>


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.  To manage a portion of the foreign  exchange rate
risk associated with receivables,  or similar exchange rate risk associated with
future sales,  CompX will  periodically  enter into short-term  forward currency
exchange  contracts.  At each balance sheet date, any such outstanding  currency
forward  contracts  are  marked-to-market   with  any  resulting  gain  or  loss
recognized in income currently. These contracts are not accounted for as hedging
instruments  under SFAS No.  133.  At  September  30,  2002,  the  Company  held
contracts  to manage such  exchange  rate risk to exchange an  aggregate of U.S.
$9.0 million for an equivalent amount of Canadian dollars at an exchange rate of
Cdn.  $1.5745 per U.S.  dollar.  Such contracts mature through January 2003. The
estimated fair value of all such currency  forward  contracts is not material at
September  30, 2002. At September  30, 2002,  the actual  exchange rate was Cdn.
$1.5785 per U.S. dollar.

Note 10 - Accounting principles newly adopted in 2002:

     Goodwill.  The Company adopted SFAS No. 142,  Goodwill and Other Intangible
Assets,  effective  January 1, 2002.  Under SFAS No. 142,  goodwill is no longer
amortized on a periodic  basis.  Goodwill is subject to an impairment test to be
performed  at least on an annual  basis,  and  impairment  reviews may result in
future periodic write-downs charged to earnings. Under the transition provisions
of SFAS No.  142,  all  goodwill  existing  as of June  30,  2001  ceased  to be
periodically  amortized  as of January 1, 2002,  and all  goodwill  arising in a
purchase  business  combination  completed  on or  after  July 1,  2001  was not
periodically amortized from the date of such combination.

     As  discussed  in Note 4, the  Company  has  assigned  its  goodwill to two
reporting  units (as that term is defined in SFAS No. 142).  Under SFAS No. 142,
such goodwill  will be deemed to not be impaired if the estimated  fair value of
the CompX  Security  Products  or CompX  Waterloo/CompX  Regout  reporting  unit
exceeds the respective net carrying value of such reporting unit,  including the
allocated  goodwill.  If the  fair  value  of the  reporting  unit is less  than
carrying value, then a goodwill impairment loss would be recognized equal to the
excess,  if any, of the net carrying  value of the reporting  unit goodwill over
its implied fair value (up to a maximum  impairment  equal to the carrying value
of the goodwill). The implied fair value of reporting unit goodwill would be the
amount equal to the excess of the  estimated  fair value of the  reporting  unit
over the amount that would be  allocated  to the  tangible  and  intangible  net
assets of the reporting unit (including  unrecognized  intangible  assets) as if
such  reporting  unit had  been  acquired  in a  purchase  business  combination
accounted for in accordance with GAAP as of the date of the impairment testing.

     In determining the estimated fair value of the reporting units, the Company
will use discounted cash flow valuation techniques.

     The Company has completed  its initial,  transitional  goodwill  impairment
analysis  under  SFAS No. 142 as of January  1,  2002.  In  accordance  with the
requirements  of SFAS No.  142,  the  Company  has  also  completed  its  annual
impairment review of goodwill of the reporting units during the third quarter of
2002.  No goodwill  impairments  were deemed to exist  after the  completion  of
either the  initial  transitional  goodwill  impairment  analysis  or the annual
impairment review.  Goodwill will also be reviewed for impairment at other times
during  each year when  events or  changes  in  circumstances  indicate  that an
impairment might be present.

     As shown in the following table, the Company would have reported net income
of $2.6 million,  or $.17 per share,  and $10.2 million,  or $.67 per share, for
the three and nine month periods ended September 30, 2001, respectively,  if the
goodwill amortization included in the Company's reported net income had not been
recognized.

<TABLE>
<CAPTION>
                                               Three months ended  Nine months ended
                                                 September 30,       September 30,
                                              -------------------  ----------------
                                                2001     2002      2001      2002
                                               ------  --------   ------    ------
                                             (In millions, except per share amounts)

<S>                                             <C>      <C>     <C>       <C>
Net income as reported .....................    $  2.1   $   .2  $  8.5    $  2.4
Adjustment - goodwill amortization .........        .5     --       1.7      --
                                                ------   ------  ------    ------

Adjusted net income ........................    $  2.6   $   .2  $ 10.2    $  2.4
                                                ======   ======  ======    ======

Diluted net income per share as
 reported ..................................    $  .14   $  .02  $  .56    $  .16
Adjustment - goodwill amortization .........       .03     --       .11      --
                                                ------   ------  ------    ------

Adjusted diluted net income per share ......    $  .17   $  .02  $  .67    $  .16
                                                ======   ======  ======    ======
</TABLE>

     Impairment  of  long-lived  assets.  The  Company  adopted  SFAS  No.  144,
Accounting  for the  Impairment  or Disposal  of  Long-Lived  Assets,  effective
January 1, 2002.  SFAS No. 144 retains the  fundamental  provisions  of existing
GAAP with  respect  to the  recognition  and  measurement  of  long-lived  asset
impairment  contained  in  SFAS  No.  121,  Accounting  for  the  Impairment  of
Long-Lived  Assets and for Lived-Lived  Assets to be Disposed Of. However,  SFAS
No. 144 provides new guidance intended to address certain  implementation issues
associated  with SFAS No.  121,  including  expanded  guidance  with  respect to
appropriate  cash  flows  to be used to  determine  whether  recognition  of any
long-lived  asset  impairment  is  required,  and if required how to measure the
amount of the  impairment.  SFAS No. 144 also requires that any net assets to be
disposed of by sale are to be  reported  at the lower of carrying  value or fair
value less cost to sell, and expands the reporting of discontinued operations to
include any  component of an entity with  operations  and cash flows that can be
clearly distinguished from the rest of the entity.  Adoption of SFAS No. 144 did
not have a significant effect on the Company as of January 1, 2002.

Note 11 - Accounting principles not yet adopted:

     The  Company  will  adopt SFAS No.  143,  Accounting  for Asset  Retirement
Obligations,  no later than January 1, 2003.  Under SFAS No. 143, the fair value
of a liability  for an asset  retirement  obligation  covered under the scope of
SFAS No.  143  would be  recognized  in the  period in which  the  liability  is
incurred,  with an  offsetting  increase in the  carrying  amount of the related
long-lived  asset.  Over time,  the  liability  would be accreted to its present
value, and the capitalized cost would be depreciated over the useful life of the
related asset.  Upon settlement of the liability,  an entity would either settle
the obligation for its recorded amount or incur a gain or loss upon  settlement.
The Company is still  studying this  standard to determine,  among other things,
whether it has any asset  retirement  obligations  which are  covered  under the
scope of SFAS No. 143, and the effect,  if any, to the Company of adopting  SFAS
No. 143 has not yet been determined.

     The Company will adopt SFAS No. 146,  Accounting for Costs  Associated with
Exit or Disposal Activities,  no later than January 1, 2003 for exit or disposal
activities initiated on or after the date of adoption. Under SFAS No. 146, costs
associated with exit  activities,  as defined,  that are covered by the scope of
SFAS No. 146 will be recognized and measured initially at fair value,  generally
in the period in which the liability is incurred.  Costs covered by the scope of
SFAS No. 146  include  termination  benefits  provided  to  employees,  costs to
consolidate  facilities or relocate employees,  and costs to terminate contracts
(other than a capital lease).  Under existing GAAP, a liability for such an exit
cost is recognized at the date an exit plan is adopted,  which may or may not be
the date at which the liability has been incurred.



<PAGE>


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

Overview

     The  Company  reported  net income of $.2  million in the third  quarter of
2002, a decrease of 88% from net income of $2.1 million for the third quarter of
2001.  The Company  reported net income of $2.4 million in the first nine months
of 2002, a 72% decrease from net income of $8.5 million in the first nine months
of 2001.

     As discussed in Note 10 to the Consolidated Financial Statements, beginning
in 2002 the Company no longer  recognizes  periodic  amortization of goodwill in
its  results  of  operations.  The  Company  would have  reported  net income of
approximately  $2.6  million  in the third  quarter of 2001,  or about  $500,000
higher, if goodwill  amortization  included in the Company's reported net income
had not been recognized.  Of such $500,000  difference,  approximately  $200,000
relates  to  amortization  of  goodwill  attributable  to  the  Company's  CompX
Waterloo/CompX  Regout  segment  and  $300,000  relates to the  Company's  CompX
Security Products  segment.  For the nine month period ended September 30, 2001,
net income  would have been $10.2  million  or about $1.7  million  higher  than
reported  net  income  if  goodwill   amortization   had  not  been  recognized.
Amortization of goodwill  attributable to each reportable  segment for the first
nine months of 2001 is proportionate to the goodwill  amortization  reported for
the third quarter of 2001.

Results of Operations

<TABLE>
<CAPTION>
                                 Three months ended              Nine months ended
                                    September 30,         %         September 30,          %
                                 -----------------      Better    -----------------      Better
                                  2001       2002      (Worse)    2001         2002     (Worse)
                                 -----      ------     -------   ------       ------    -------
                                   (In thousands)                  (In thousands)


Net sales:
<S>                             <C>        <C>             <C>  <C>         <C>             <C>
  CompX Waterloo/CompX Regout   $32,822    $ 29,833       -9%   $106,581    $  91,946      -14%
  CompX Security Products ...    18,662      19,006       +2%     57,857       56,479       -2%
                                                        -----   --------    ---------     -----

    Total net sales .........   $51,484    $ 48,839       -5%   $164,438    $ 148,425      -10%
                                                        =====   ========    =========     =====

Operating income (loss):
  CompX Waterloo/CompX Regout   $ 1,765    $   (957)    -154%   $  8,870    $    (243)    -103%
  CompX Security Products ...     2,351       2,217       -6%      7,395        6,702       -9%
                                                        -----   --------    ---------     -----

    Total operating income ..   $ 4,116    $  1,260      -69%   $ 16,265    $   6,459      -60%
                                                        =====   ========    =========     =====

Operating income margin:
  CompX Waterloo/CompX Regout         5%         -3%                                8%        *
  CompX Security Products ...        13%         12%                               13%       12%

    Total operating income
    margin ..................         8%          3%                               10%        4%
</TABLE>


* less than 1%

     Net sales.  Net sales  decreased in the third quarter and first nine months
of 2002 compared to the same periods in 2001  principally  due to continued weak
demand for the Company's  component products sold to the office furniture market
resulting from continued weak economic conditions in the manufacturing sector in
North America and Europe.  Net sales of slide  products  decreased 6% and 13% to
$20.4  million  and $63.2  million  for the three and nine month  periods  ended
September  30, 2002,  respectively,  compared to the same periods in 2001,  with
sales of  ergonomic  products  decreasing  18% and 19% to $7.2 million and $22.5
million for the same comparable periods. As compared to the corresponding period
in 2001, sales of security  products  increased 2% for the third quarter of 2002
in part due to price increases implemented during July 2002, partially offset by
lower volume.  Sales of security products decreased 2% for the nine month period
ended  September  30,  2002 as  compared  to the  corresponding  period in 2001,
primarily due to lower volume.

     Operating income. Operating income decreased in the third quarter and first
nine months of 2002  compared to the same periods in 2001.  Despite the positive
effects of continued cost  reductions and no  amortization  of goodwill in 2002,
operating income in 2002 was adversely impacted by the continuing decline in net
sales,  changes in product  mix and  increases  in certain  raw  material  costs
(primarily  steel).  In addition,  competitive  pricing pressures from customers
caused certain selling price decreases primarily with respect to precision slide
products. If goodwill amortization included in CompX's reported operating income
had not been recognized  during the third quarter and first nine months of 2001,
total operating income would have decreased 73% and 64% in the third quarter and
first nine month period of 2002,  respectively,  compared to the same periods in
2001.  Similarly,  operating income at the CompX Security Products segment would
have  decreased  18% and 21% and  operating  income at the CompX  Waterloo/CompX
Regout  segment  would  have  decreased  148% and  103% for the same  comparable
periods. See Note 10 to the Consolidated Financial Statements.

     CompX has  substantial  operations  and assets  located  outside the United
States  (principally in Canada,  the Netherlands and Taiwan,  and all within the
CompX Waterloo/CompX  Regout segment). A portion of CompX's sales generated from
its  non-U.S.  operations  are  denominated  in  currencies  other than the U.S.
dollar,  principally the Canadian dollar, the euro and the New Taiwan dollar. In
addition,  approximately  60% of  CompX's  sales  generated  from  its  Canadian
operations are  denominated in the U.S.  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 value 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.  During the third
quarter and first nine months of 2002,  currency  exchange rate  fluctuations of
the Canadian dollar and the New Taiwan dollar negatively  impacted the Company's
sales  comparisons  with the  corresponding  period of the prior  year,  however
currency  exchange  rate  fluctuations  with  respect to the euro  substantially
offset this negative impact (principally with respect to slide products).



<PAGE>


     The  following  table  summarizes  the  effect of  currency  exchange  rate
fluctuations  for the three and nine month periods ended  September 30, 2001 and
2002:

<TABLE>
<CAPTION>
                                                  Percentage better (worse) -           Percentage better (worse) -
                                                      three months ended                     nine months ended
                                                  September 30, 2001 vs. 2002           September 30, 2001 vs. 2002
                                                  ---------------------------           ---------------------------
                                                                      Without                              Without
                                                With effects        effects of        With effects       effects of
                                                of currency          currency         of currency         currency
                                                fluctuations       fluctuations       fluctuations      fluctuations

Net sales:
<S>                                                   <C>                <C>               <C>                <C>
  CompX Waterloo/CompX Regout                        -9%                -10%              -14%               -13%
  CompX Security Products                            +2%                 +2%               -2%                -2%

    Total net sales                                  -5%                 -6%              -10%                -9%

Operating income:
  CompX Waterloo/CompX Regout                      -154%               -161%             -103%              -106%
  CompX Security Products                            -6%                 -6%               -9%                -9%

    Total operating income                          -69%                -72%              -60%               -62%
</TABLE>


     Outlook.  The  Company  expects  to record a pre-tax  charge in the  fourth
quarter of 2002 of between $1.7 million to $2.2  million,  the majority of which
will be non-cash in nature.  This charge relates to a retooling of the Company's
precision  slide  manufacturing  facility in Byron  Center,  Michigan.  The cost
savings resulting from the retooling are currently  expected to begin to benefit
the financial results in the first quarter of 2003. In addition,  the Company is
finalizing a plan to  consolidate  its two  Kitchener,  Ontario  plants into one
facility.  A final decision on  implementing  this activity is expected prior to
year end and, if implemented,  substantial completion of the consolidation would
be  expected  by  the  end  of  the  first  quarter  of  2003.   Other  facility
rationalizations are also under review. These activities could result in charges
for asset  impairment and other related costs in addition to the charge referred
to above.

     The Company  currently expects that soft market conditions will continue in
the office furniture market, the primary end-market for the Company's  products.
As a result, sales volumes are expected to remain at depressed levels through at
least the first half of 2003 and competitive  pricing  pressures are expected to
continue. Furthermore,  worldwide steel price increases are expected to continue
to  negatively  impact  margins on the Company's  precision  slide and ergonomic
computer support  products where steel is the primary raw material.  The Company
has  initiated  price  increases on certain of its products and will continue to
focus on cost  improvement  initiatives and prudent balance sheet  management in
order to minimize the impact of lower sales to the office furniture industry and
to develop value-added customer relationships to improve operating results.

General Corporate and Other Items

     Other  general  corporate  income,  net. The  components  of other  general
corporate  income,  net are summarized in Note 7 to the  Consolidated  Financial
Statements,  and primarily include interest income, foreign currency transaction
gains and losses and a settlement  gain  relating to CompX  Regout's  terminated
defined benefit pension plan. Also included in other general  corporate  income,
net are other gains and losses on disposals of property and  equipment and other
assets.

     Interest  income  decreased  in the third  quarter and first nine months of
2002 as compared to the corresponding  periods in 2001. The decrease in interest
income is primarily due to lower  interest  rates earned on funds  available for
investment combined with a lower level of funds available for investment.

     Interest  expense.  Interest  expense declined in the third quarter of 2002
and first nine months of 2002 compared to the corresponding  periods of 2001 due
primarily to lower average interest rates and lower average outstanding balances
on CompX's  Revolving  Senior Credit  Facility.  Assuming  interest rates do not
increase  significantly  from  year-end  2001  levels,  interest  expense in the
remainder  of 2002 is  expected  to  continue  to be lower  compared to the same
periods in 2001 due to lower average  interest rates on the Company's  Revolving
Senior Credit Facility and due to lower outstanding balances.

     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 8 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (country,  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. Net income in the third quarter
of 2002 was negatively  impacted by an increase in the effective income tax rate
primarily as a result of lower  income  levels and an  increased  proportion  of
foreign-sourced income taxed at a higher effective tax rate.

     As discussed in Note 10 to the Consolidated Financial Statements, effective
January 1, 2002,  the  Company no longer  recognizes  periodic  amortization  of
goodwill.  Under GAAP,  generally there is no income tax benefit  recognized for
financial reporting purposes attributable to goodwill amortization. Accordingly,
ceasing  to  periodically  amortize  goodwill  beginning  in  2002  reduced  the
Company's  overall  effective  income tax rate as  compared  to 2001,  partially
offsetting the increased effective tax rate on foreign-sourced income.

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  $21.5  million and $11.1
million in the first nine months of 2001 and 2002, respectively, compared to net
income of $8.5 million and $2.4 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 $9.3
million  and  $9.9   million  in  the  first  nine  months  of  2001  and  2002,
respectively.

     Capital  expenditures  in 2002  relate  primarily  to tooling  costs at the
Company's  facilities and equipment additions designed to improve  manufacturing
efficiencies at the Company's  production  facilities.  Capital expenditures for
2002 are estimated at approximately $13 million, the majority of which relate to
projects that emphasize improved  production  efficiency and shifting production
capacity  to lower  cost  facilities.  Firm  purchase  commitments  for  capital
projects at September 30, 2002 approximated $3.6 million.

     Financing  activities.  Net cash  provided  (used) by financing  activities
totaled $.1  million  and  ($23.6)  million in the first nine months of 2001 and
2002,  respectively.  The Company  paid its regular  quarterly  dividend of $1.9
million,  or $.125 per share,  in the third  quarter of 2002 ($5.7  million,  or
$.375 per share for the first nine months of 2002).  The Company used  available
cash on hand to reduce  its  outstanding  debt by $19  million  in June 2002 and
borrowed $1 million on its revolving  bank credit  facility in the third quarter
of 2002.

     CompX's  board of  directors  has  authorized  CompX to  purchase up to 1.5
million  shares  of its  common  stock in open  market  or  privately-negotiated
transactions over an unspecified period of time. Through September 30, 2002, the
Company had purchased 1.1 million shares pursuant to such  authorization  for an
aggregate of $11.3 million. None of such shares were purchased during 2002.

     Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Company's $100 million  unsecured  revolving bank credit
facility ($69 million  available for borrowing at September 30, 2002),  together
with cash on hand, will be sufficient to meet the Company's  liquidity needs for
working  capital,  capital  expenditures,  debt  service and  dividends  for the
foreseeable future.  CompX expects to replace its existing revolving bank credit
facility prior to its  expiration in February 2003 with a new credit  agreement.
The Company anticipates  voluntarily  reducing the facility from $100 million to
$50  million in line with the  Company's  current  credit  needs.  A $50 million
credit  facility is  currently  expected  to be  adequate to meet the  Company's
liquidity and working capital needs.  The Company also  anticipates that the new
agreement  will be secured and bear  interest at a higher rate than the existing
revolving  bank  credit   facility,   which  is  reflective  of  current  market
conditions.  There can be no assurance however, that the Company will be able to
successfully  negotiate a replacement credit facility,  or that the terms of the
facility, if agreed upon, will be on terms as those described above.

     The Company periodically evaluates its liquidity requirements,  alternative
uses of capital,  capital needs and available  resources in view of, among other
things, its capital  expenditure  requirements in light of its capital resources
and estimated  future  operating  cash flows.  As a result of this process,  the
Company 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.

     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,  future  supply and demand for the  Company's  products,  changes in
costs of raw materials and other operating costs (such as energy costs), general
global economic and political conditions,  demand for office furniture,  service
industry  employment levels,  the possibility of labor disruptions,  competitive
products and prices, including increased competition from low-cost manufacturing
sources such as China, substitute products,  customer and competitor strategies,
the  introduction  of trade  barriers,  the  impact of  pricing  and  production
decisions,  fluctuations  in the  value of the  U.S.  dollar  relative  to other
currencies (such as the euro, Canadian dollar and New Taiwan dollar),  potential
difficulties in integrating  completed  acquisitions,  uncertainties  associated
with new product  development,  environmental  matters (such as those  requiring
emission and discharge  standards for existing and new  facilities),  government
regulations  and possible  changes  therein,  possible  future  litigation,  the
ability of the Company to renew or obtain credit  facilities and other risks and
uncertainties.   Should  one  or  more  of  these  risks   materialize  (or  the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected.  The Company  disclaims any intention or obligation to update publicly
or revise such statements whether as a result of new information,  future events
or otherwise.


<PAGE>



ITEM 4.  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 ("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, 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
Operating  Officer  (Chief  Executive  Officer),  and  Darryl  R.  Halbert,  the
Company's  Vice  President  and  Controller  (Chief  Financial  Officer),   have
evaluated the Company's  disclosure  controls and procedures as of a date within
90 days of the filing date of this Form 10-Q. 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.

     The  Company  also  maintains  a  system  of  internal  controls.  The term
"internal  controls," as defined by the American  Institute of Certified  Public
Accountants'  Codification of Statement on Auditing  Standards,  AU Section 319,
means controls and other  procedures  designed to provide  reasonable  assurance
regarding the  achievement  of objectives  in the  reliability  of the Company's
financial   reporting,   the  effectiveness  and  efficiency  of  the  Company's
operations and the Company's  compliance with  applicable laws and  regulations.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect such controls  subsequent to the
date of their last evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.



<PAGE>


                           Part II. OTHER INFORMATION

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

        (a)    Exhibits

                99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

                99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended September 30, 2002.

                      None



<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





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




Date November 1, 2002            By /s/ Darryl R. Halbert
     -------------------            ---------------------------
                                    Darryl R. Halbert
                                    Vice President and Controller
                                    (Principal Financial and Accounting Officer)



<PAGE>


                                  CERTIFICATION

     I, David A. Bowers,  the Vice  Chairman of the Board,  President  and Chief
Operating Officer of CompX International Inc., certify that:

1)   I have reviewed this quarterly  report on Form 10-Q of CompX  International
     Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 1, 2002

/s/ David A. Bowers
--------------------------------------
David A. Bowers
Vice Chairman of the Board, President
 and Chief Operating Officer


<PAGE>


                                  CERTIFICATION

     I,  Darryl  R.  Halbert,   the  Vice  President  and  Controller  of  CompX
International Inc., certify that:

1)   I have reviewed this quarterly  report on Form 10-Q of CompX  International
     Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     d)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     e)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 1, 2002

/s/ Darryl R. Halbert
---------------------------
Darryl R. Halbert
Vice President and Controller
<PAGE>



Exhibit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company) on Form 10-Q for the period ending September 30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the Report), I, David A.
Bowers, Vice Chairman of the Board, President and Chief Operating Officer (Chief
Executive Officer) of the Company,  certify,  pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


/s/  David A. Bowers
--------------------------------
David A. Bowers
Vice Chairman of the Board, President and Chief Operating Officer
(Chief Executive Officer)
November 1, 2002


<PAGE>



Exhibit 99.2




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the  Quarterly  Report  of CompX  International  Inc.  (the
Company) on Form 10-Q for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Darryl R.
Halbert, Vice President and Controller (Chief Financial Officer) of the Company,
certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted  pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


/s/  Darryl R. Halbert
---------------------------------------------
Darryl R. Halbert
Vice President and Controller (Chief Financial Officer)
November 1, 2002