Exhibit 10.1


                       FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST  AMENDMENT TO CREDIT  AGREEMENT  (this  "Amendment") is made and
entered  into  as of  this  20th  day  of  October,  2003  by  and  among  COMPX
INTERNATIONAL  INC.,  a Delaware  corporation  (the  "Borrower"),  the banks and
lending  institutions  party to the  Credit  Agreement  referred  to below  (the
"Lenders"),   and  WACHOVIA  BANK,  NATIONAL  ASSOCIATION,  a  national  banking
association,  in its  capacity  as  administrative  agent for the  Lenders  (the
"Administrative Agent").

     The  Lenders  have  extended  certain  credit  facilities  to the  Borrower
pursuant to the Credit  Agreement dated as of January 22, 2003, by and among the
Borrower,  the  Lenders  and the  Administrative  Agent (as  amended,  restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").

     The parties now desire to amend the Credit  Agreement  (with such amendment
to be effective in accordance with Section 3 below) to exclude certain severance
charges  incurred  during the third quarter of 2003 from the calculation of EBIT
for purposes of Section 9.3 (Interest  Coverage  Ratio) subject to the terms and
conditions set forth below.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

          1.  Capitalized  Terms.  All capitalized  undefined terms used in this
Amendment shall have the meanings assigned thereto in the Credit Agreement.

          2.  Amendment  to Credit  Agreement.  The Credit  Agreement  is hereby
amended by deleting  Section 9.3 (Interest  Coverage  Ratio) in its entirety and
replacing it with the following:

          SECTION 9.3  Interest  Coverage  Ratio.  As of any fiscal  quarter end
     during the periods set forth below, permit the ratio of

               (a) (i)  EBIT  for the  period  of four  (4)  consecutive  fiscal
          quarters  ending on or immediately  prior to such date, less (ii) with
          respect to the periods of four (4) consecutive  fiscal quarters ending
          on September 30, 2003,  December 31, 2003, March 31, 2004 and June 30,
          2004,  severance  charges,  in  an  aggregate  amount  not  to  exceed
          $4,000,000,  incurred  during the fiscal quarter ending  September 30,
          2003 and related to the Borrower's and its Subsidiaries' operations in
          the Netherlands, to

               (b)  Interest  Expense  for the  period  of four (4)  consecutive
          fiscal quarters ending on or immediately prior to such date,

to be less than the corresponding ratio set forth below:

Period                                                          Ratio
Closing Date through and including December 31, 2003            2.25 to 1.00
January 1, 2004 and thereafter                                  2.50 to 1.00

          3.  Effectiveness.   This  Amendment  shall  become  effective  as  of
September  30,  2003,  subject  to the  satisfaction  of each  of the  following
conditions (whether satisfied before or after September 30, 2003):

          (a) Amendment Documents.  The Administrative Agent shall have received
this Amendment executed by the Borrower,  each of the Subsidiary  Guarantors and
each of the Required Lenders.

          (b) Amendment Fee. The Administrative  Agent shall have received,  for
the account of each Lender which shall have executed this Amendment concurrently
with or prior to the  effectiveness  hereof,  an  amendment  fee in an aggregate
amount equal to 0.05% of the aggregate amount of each such Lender's Commitment.

          (c) Other Fees and Expenses.  The Administrative Agent shall have been
reimbursed for all fees and out of pocket charges and other expenses incurred in
connection with this Amendment  (including,  without  limitation,  the costs and
expenses  referred  to in Section 8 hereof,  and the Credit  Agreement)  and the
transactions contemplated thereby.

          (d) Other Documents.  The Administrative Agent shall have received any
other documents,  certificates or instruments  reasonably  requested  thereby in
connection with the execution of this Amendment.

          5. Effect of the Amendment.  Except as expressly  modified hereby, the
Credit  Agreement and the other Loan Documents shall be and remain in full force
and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent
to, a  modification  or amendment  of, any other term or condition of the Credit
Agreement  or any other Loan  Document  or (b) to  prejudice  any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in  connection  with the Credit  Agreement or the other Loan
Documents or any of the  instruments or agreements  referred to therein,  as the
same may be amended or modified from time to time.

          6. Representations and Warranties/No Default.

          (a) By its execution  hereof,  the Borrower hereby  certifies that (i)
each of the representations and warranties set forth in the Credit Agreement and
the other Loan  Documents  is true and correct as of the date hereof as if fully
set forth herein unless such representations and warranties relate to a specific
date,  in which  case  such  representations  and  warranties  shall be true and
correct as of such  specific  date and (ii) no  Default or Event of Default  has
occurred and is continuing as of the date hereof.

          (b) By its execution hereof, the Borrower represents and warrants that
as of the date  hereof  there are no claims or offsets  against or  defenses  or
counterclaims  to any of the  obligations  of  the  Borrower  or any  Subsidiary
Guarantor under the Credit Agreement or any other Loan Document.

          (c) By its  execution  hereof,  the  Borrower  hereby  represents  and
warrants that the Borrower and each  Subsidiary  Guarantor has the right,  power
and  authority  and has  taken  all  necessary  corporate  and  other  action to
authorize the  execution,  delivery and  performance  of this Amendment and each
other  document  executed  in  connection  herewith  to  which  it is a party in
accordance with their respective  terms.  This Amendment and each other document
executed in connection herewith has been duly executed and delivered by the duly
authorized officers of the Borrower and each Subsidiary Guarantor, and each such
document constitutes the legal, valid and binding obligation of the Borrower and
each Subsidiary Guarantor, enforceable in accordance with its terms.

          7.  Acknowledgement  by  Subsidiary  Guarantors.  By  their  execution
hereof,  each of the Subsidiary  Guarantors hereby expressly (a) consents to the
modifications  and amendments set forth in this Amendment,  (b) reaffirms all of
its respective covenants, representations,  warranties and other obligations set
forth in the Subsidiary Guaranty Agreement and the other Loan Documents to which
it is a party and (c)  acknowledges,  represents  and agrees that its respective
covenants,  representations,  warranties and other  obligations set forth in the
Subsidiary  Guaranty  Agreement  and the other Loan  Documents  to which it is a
party remain in full force and effect.

          8.  Costs  and  Expenses.   The  Borrower  shall  pay  all  reasonable
out-of-pocket costs and expenses of the Administrative  Agent in connection with
the preparation,  execution and delivery of this Amendment,  including,  without
limitation,   the  reasonable  fees  and   disbursements   of  counsel  for  the
Administrative Agent.

          9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY,  CONSTRUED  AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.

          10.   Counterparts.   This  Amendment  may  be  executed  in  separate
counterparts,  each of which when  executed and delivered is an original but all
of which taken together constitute one and the same instrument.

          11. Fax Transmission.  A facsimile,  telecopy or other reproduction of
this  Amendment may be executed by one or more parties  hereto,  and an executed
copy  of this  Amendment  may be  delivered  by one or more  parties  hereto  by
facsimile or similar  instantaneous  electronic  transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid,  binding and effective for all
purposes.  At the  request of any party  hereto,  all  parties  hereto  agree to
execute an  original of this  Amendment  as well as any  facsimile,  telecopy or
other reproduction hereof.

                            [Signatures Pages Follow]

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date and year first above written.

                                    BORROWER:

                                    COMPX INTERNATIONAL INC., as Borrower


                                    By: /s/ Darryl R. Halbert
                                    Name:   Darryl R. Halbert
                                    Title:  Chief Financial Officer




                           [Signature Pages Continue]

                                    SUBSIDIARY GUARANTORS:


                                    COMPX SECURITY PRODUCTS, INC.


                                    By: /s/ Darryl R. Halbert
                                    Name:   Darryl R. Halbert
                                    Title:  Vice President - Finance


                                     THOMAS REGOUT USA, INC.


                                     By:  /s/ Darryl R. Halbert
                                     Name:    Darryl R. Halbert
                                     Title:   Treasurer








                           [Signature Pages Continue]
                               AGENTS AND LENDERS:

     WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender


                                      By: /s/ Thomas F. Snider
                                      Name:   Thomas F. Snider
                                      Title:  Vice President


                             COMPASS BANK, as Lender

                                      By: /s/ Key Coker
                                      Name:   Key Coker
                                      Title:  Executive Vice President


                             COMERICA BANK, as Lender


                                       By:/s/Janet Wheeler
                                       Name: Janet Wheeler
                                       Title:Corporate Banking Officer