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 March 31,
      2009
            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
              Incorporation
      or organization)
            
            (IRS
      Employer
              Identification
      No.)5430
      LBJ Freeway, Suite 1700,
              Three
      Lincoln Centre, Dallas, Texas
            
            75240-2697(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant’s
      telephone number, including area code
            
            (972)
      448-1400





Indicate
by checkmark:





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 S  No
£





Whether
the Registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).     * Yes  No





* The
Registrant has not yet been phased into the interactive data
requirements








Whether
the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act).  Large accelerated filer  £ Accelerated
filer £  Non-accelerated
filer S  Smaller
reporting company £





Whether
the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes £  No
S.





Number
of shares of common stock outstanding on April 29, 2009:


Class
A:   2,361,307


Class
B:  10,000,000








COMPX
INTERNATIONAL INC.





Index








Part
      I.  INANCIAL INFORMATION
            PageItem
      1.  Financial Statements.Condensed
      Consolidated Balance Sheets –
              December
      31, 2008 - March 31, 2009 (unaudited)
            3Condensed
      Consolidated Statements of Operations -
              Three
      months ended March 31, 2008 and 2009 (unaudited)
            5Condensed
      Consolidated Statements of Cash Flows -
              Three
      months ended March 31, 2008 and 2009 (unaudited)
            6Condensed
      Consolidated Statement of Stockholders' Equity and
              Comprehensive
      Loss -
              Three
      months ended March 31, 2009 (unaudited)
            7Notes
      to Condensed Consolidated Financial Statements (unaudited)
            8Item
      2.  Management's Discussion and Analysis of Financial
              Condition
      and Results of Operations.
            13Item
      3.  Quantitative and Qualitative Disclosure About Market
      Risk.
            19Item
      4.  Controls and Procedures.
            20Part
      II.  OTHER INFORMATIONItem
      1.    Legal Proceedings
            21Item
      1A. Risk Factors.
            21Item
      2.    Unregistered Sale of Equity Securities and Use of
      Proceeds;Share
      Repurchases.
            21Item
      6.    Exhibits.
            22Items
      3, 4 and 5 of Part II are omitted because there is no information to
      report.











- 2
-


COMPX
INTERNATIONAL INC.





CONDENSED
CONSOLIDATED BALANCE SHEETS





(In
thousands)








ASSETS
              
              December
      31,
                2008
              
              
              March
      31,
                2009(unaudited)Current
      assets:Cash
      and cash equivalents
              
              $
              14,411
              
              
              $
              11,819Accounts
      receivable, net
              
              
              16,837
              
              
              
              13,899Receivables
      from affiliates
              
              
              1,472
              
              
              
              1,906Refundable
      income taxes
              
              
              83
              
              
              
              323Inventories,
      net
              
              
              22,661
              
              
              
              20,880Prepaid
      expenses and other current assets
              
              
              1,300
              
              
              
              1,070Deferred
      income taxes
              
              
              1,841
              
              
              
              1,840Current
      portion of interest and note receivable
              
              
              943
              
              
              
              948Total
      current assets
              
              
              59,548
              
              
              
              52,685Other
      assets:Goodwill
              
              
              30,827
              
              
              
              30,707Other
      intangible assets
              
              
              1,991
              
              
              
              1,845Assets
      held for sale
              
              
              3,517
              
              
              
              3,517Other
      assets
              
              
              90
              
              
              
              129Total
      other assets
              
              
              36,425
              
              
              
              36,198Property
      and equipment:Land
              
              
              11,858
              
              
              
              11,726Buildings
              
              
              36,642
              
              
              
              37,426Equipment
              
              
              110,915
              
              
              
              112,876Construction
      in progress
              
              
              4,406
              
              
              
              1,398163,821
              
              
              
              163,426Less
      accumulated depreciation
              
              
              96,392
              
              
              
              97,510Net
      property and equipment
              
              
              67,429
              
              
              
              65,916Total
      assets
              
              $
              163,402
              
              
              $
              154,799





- 3
-


COMPX
INTERNATIONAL INC.





CONDENSED
CONSOLIDATED BALANCE SHEETS (CONTINUED)





(In
thousands)





LIABILITIES
      AND STOCKHOLDERS' EQUITY
              
              December
      31,
                2008
              
              
              March
      31,
                2009(unaudited)Current
      liabilities:Current
      maturities of note payable to affiliate
              
              $
              1,000
              
              
              $
              1,000Accounts
      payable and accrued liabilities
              
              
              14,256
              
              
              
              10,034Interest
      payable to affiliate
              
              
              528
              
              
              
              250Deferred
      income taxes
              
              
              20
              
              
              
              19Income
      taxes
              
              
              1,167
              
              
              
              103Total
      current liabilities
              
              
              16,971
              
              
              
              11,406Noncurrent
      liabilities:Note
      payable to affiliate
              
              
              41,980
              
              
              
              41,730Deferred
      income taxes and other
              
              
              13,174
              
              
              
              13,074Total
      noncurrent liabilities
              
              
              55,154
              
              
              
              54,804Stockholders'
      equity:Preferred
      stock
              
              
              -
              
              
              
              -Class
      A common stock
              
              
              24
              
              
              
              24Class
      B common stock
              
              
              100
              
              
              
              100Additional
      paid-in capital
              
              
              54,873
              
              
              
              54,873Retained
      earnings
              
              
              27,798
              
              
              
              25,673Accumulated
      other comprehensive income
              
              
              8,482
              
              
              
              7,919Total
      stockholders' equity
              
              
              91,277
              
              
              
              88,589Total
      liabilities and stockholders’ equity
              
              $
              163,402
              
              
              $
              154,799











Commitments
and contingencies (Note 7)


See
accompanying Notes to Condensed Consolidated Financial
Statements.
 - 4
-


COMPX
INTERNATIONAL INC.





CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS





(In
thousands, except per share data)








Three
      months ended
                March 31,2008
              
              
              2009(unaudited)Net
      sales
              
              $
              40,520
              
              
              $
              28,476Cost
      of goods sold
              
              
              30,578
              
              
              
              23,703Gross
      margin
              
              
              9,942
              
              
              
              4,773Selling,
      general and administrative expense
              
              
              6,404
              
              
              
              5,678Other
      operating expense, net
              
              
              7
              
              
              
              32Operating
      income (loss)
              
              
              3,531
              
              
              
              (937
              )Other
      non-operating income, net
              
              
              116
              
              
              
              18Interest
      expense
              
              
              (762
              )
              
              
              (323
              )Income
      (loss) before income taxes
              
              
              2,885
              
              
              
              (1,242
              )Provision
      (benefit) for income taxes
              
              
              1,324
              
              
              
              (662
              )Net
      income (loss)
              
              
              1,561
              
              
              
              (580
              )Basic
      and diluted earnings (loss) per common share
              
              $
              .13
              
              
              $
              (.05
              )Cash
      dividends per share
              
              $
              .125
              
              
              $
              .125Shares
      used in the calculation of basic and dilutedearnings
      (loss) per share
              
              
              12,446
              
              
              
              12,361





See
accompanying Notes to Condensed Consolidated Financial
Statements.
 - 5
-





COMPX
INTERNATIONAL INC.





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS





(In
thousands)








Three
      months ended
                March 31,2008
              
              
              2009(unaudited)Cash
      flows from operating activities:Net
      income (loss)
              
              $
              1,561
              
              
              $
              (580
              )Depreciation
      and amortization
              
              
              2,344
              
              
              
              2,090Deferred
      income taxes
              
              
              27
              
              
              
              (60
              )Other,
      net
              
              
              101
              
              
              
              326Change
      in assets and liabilities:Accounts
      receivable, net
              
              
              1,173
              
              
              
              2,804Inventories,
      net
              
              
              (1,000
              )
              
              
              1,517Accounts
      payable and accrued liabilities
              
              
              (2,553
              )
              
              
              (4,822
              )Accounts
      with affiliates
              
              
              637
              
              
              
              (433
              )Income
      taxes
              
              
              160
              
              
              
              (1,280
              )Other,
      net
              
              
              (11
              )
              
              
              143Net
      cash provided by (used in) operating activities
              
              
              2,439
              
              
              
              (295
              )Cash
      flows from investing activities:Capital
      expenditures
              
              
              (1,434
              )
              
              
              (335
              )Proceeds
      on disposal of asset held for sale
              
              
              250
              
              
              
              -Other,
      net
              
              
              34
              
              
              
              2Net
      cash used in investing activities
              
              
              (1,150
              )
              
              
              (333
              )Cash
      flows from financing activities:Dividends
      paid
              
              
              (1,560
              )
              
              
              (1,545
              )Repayment
      of loan from affiliate
              
              
              -
              
              
              
              (250
              )Treasury
      stock acquired
              
              
              (496
              )
              
              
              -Other,
      net
              
              
              -
              
              
              
              (96
              )Net
      cash used in financing activities
              
              
              (2,056
              )
              
              
              (1,891
              )Cash
      and cash equivalents – net change from:Operating,
      investing and financing activities
              
              
              (767
              )
              
              
              (2,519
              )Currency
      translation
              
              
              515
              
              
              
              (73
              )Cash
      and cash equivalents at beginning of period
              
              
              18,399
              
              
              
              14,411Cash
      and cash equivalents at end of period
              
              $
              18,147
              
              
              $
              11,819Supplemental
      disclosures – cash paid for:Interest
              
              $
              571
              
              
              $
              571Income
      taxes, net
              
              
              679
              
              
              
              1,111Non-cash
      investing and financing activity -Accrual
      for capital expenditures
              
              $
              211
              
              
              $
              365





See
accompanying Notes to Condensed Consolidated Financial
Statements.
 - 6
-


COMPX
INTERNATIONAL INC.





CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS





Three
months ended March 31, 2009





(In
thousands)





(unaudited)


Accumulated
      otherAdditional
              
              
              
              
              
              comprehensive
      income
              
              
              TotalCommon
    Stock
              
              
              paid-in
              
              
              Retained
              
              
              Currency
              
              
              Hedging
              
              
              stockholders'
              
              
              ComprehensiveClass A
              
              
              Class B
              
              
              capital
              
              
              earnings
              
              
              translation
              
              
              derivatives
              
              
              equity
              
              
              lossBalance
      at December 31,
      2008
              
              $
              24
              
              
              $
              100
              
              
              $
              54,873
              
              
              $
              27,798
              
              
              $
              8,356
              
              
              $
              126
              
              
              $
              91,277Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (580
              )
              
              
              -
              
              
              
              -
              
              
              
              (580
              )
              
              $
              (580
              )Other
      comprehensive loss, net
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (460
              )
              
              
              (103
              )
              
              
              (563
              )
              
              
              (563
              )Cash
      dividends
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,545
              )
              
              
              -
              
              
              
              -
              
              
              
              (1,545
              )Balance
      at March 31, 2009
              
              $
              24
              
              
              $
              100
              
              
              $
              54,873
              
              
              $
              25,673
              
              
              $
              7,896
              
              
              $
              23
              
              
              $
              88,589Comprehensive
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (1,143
              )














See
accompanying Notes to Condensed Consolidated Financial
Statements.
 - 7
-


COMPX
INTERNATIONAL INC.





NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





March
31, 2009





(unaudited)





Note
1 - Organization and basis of presentation:





Organization - We (NYSE: CIX)
are 87% owned by NL Industries, Inc. (NYSE: NL) at March 31, 2009.  We
manufacture and sell component products (security products, precision ball
bearing slides, ergonomic computer support systems and performance marine
components).  At March 31, 2009, (i) Valhi, Inc. holds approximately
83% of NL’s outstanding common stock and (ii) subsidiaries of Contran
Corporation hold approximately 94% 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
the companies and us.





Basis of presentation -
Consolidated in this Quarterly Report are the results of CompX International
Inc. and subsidiaries.  The unaudited Condensed Consolidated Financial
Statements contained in this Quarterly Report have been prepared on the same
basis as the audited Consolidated Financial Statements in our Annual Report on
Form 10-K for the year ended December 31, 2008 that we filed with the Securities
and Exchange Commission (“SEC”) on February 24, 2009 (the “2008 Annual
Report”).  In our opinion, we have made all necessary adjustments
(which include only normal recurring adjustments) in order to state fairly, in
all material respects, our consolidated financial position, results of
operations and cash flows as of the dates and for the periods
presented.  We have condensed the Consolidated Balance Sheet at
December 31, 2008 contained in this Quarterly Report as compared to our audited
Consolidated Financial Statements at that date, and we have omitted certain
information and footnote disclosures (including those related to the
Consolidated Balance Sheet at December 31, 2008) normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”).  Our results of operations
for the interim period ended March 31, 2009 may not be indicative of our
operating results for the full year.  The Condensed Consolidated
Financial Statements contained in this Quarterly Report should be read in
conjunction with our 2008 Consolidated Financial Statements contained in our
2008 Annual Report.





Unless
otherwise indicated, references in this report to “we,” “us” or “our” refer to
CompX International Inc. and its subsidiaries (NYSE: CIX), taken as a
whole.





- 8
-





Note
2 - Business segment information:







Three
      months ended
                March 31,2008
              
              
              2009(In
      thousands)Net
      sales:Security
      Products
              
              $
              19,076
              
              
              $
              15,283Furniture
      Components
              
              
              17,753
              
              
              
              11,895Marine
      Components
              
              
              3,691
              
              
              
              1,298Total
      net sales
              
              $
              40,520
              
              
              $
              28,476Operating
      income (loss):Security
      Products
              
              $
              3,239
              
              
              $
              1,576Furniture
      Components
              
              
              1,426
              
              
              
              (22
              )Marine
      Components
              
              
              103
              
              
              
              (1,150
              )Corporate
      operating expenses
              
              
              (1,237
              )
              
              
              (1,341
              )Total
      operating income (loss)
              
              
              3,531
              
              
              
              (937
              )Other
      non-operating income, net
              
              
              116
              
              
              
              18Interest
      expense
              
              
              (762
              )
              
              
              (323
              )Income
      (loss) before income taxes
              
              $
              2,885
              
              
              $
              (1,242
              )








Note
3 - Inventories, net:





December
      31,
                2008
              
              
              March
      31,
                2009(In
      thousands)Raw
      materials
              
              $
              7,552
              
              
              $
              7,364Work
      in process
              
              
              8,225
              
              
              
              7,213Finished
      products
              
              
              6,884
              
              
              
              6,303Total
      inventory
              
              $
              22,661
              
              
              $
              20,880








Note
4 - Accounts payable and accrued liabilities:





December
      31,
                2008
              
              
              March
      31,
                2009(In
      thousands)Accounts
      payable
              
              $
              4,985
              
              
              $
              3,442Accrued
      liabilities:Employee
      benefits
              
              
              6,571
              
              
              
              3,848Customer
      tooling
              
              
              787
              
              
              
              733Taxes
      other than on income
              
              
              447
              
              
              
              553Insurance
              
              
              458
              
              
              
              459Professional
              
              
              222
              
              
              
              330Other
              
              
              786
              
              
              
              669Total
      accounts payable and accrued liabilities
              
              $
              14,256
              
              
              $
              10,034







- 9
-







Note
5 – Provision (benefit) for income taxes:





Three
      months ended
                March 31,2008
              
              
              2009(In
      thousands)Expected
      tax expense (benefit), at the U.S. federal statutory income tax rate of
      35%
              
              $
              1,010
              
              
              $
              (435
              )Non–U.S.
      tax rates
              
              
              (54
              )
              
              
              39Incremental
      U.S. tax on earnings of foreignsubsidiaries
              
              
              278
              
              
              
              (226
              )State
      income taxes and other, net
              
              
              90
              
              
              
              (40
              )Total
      income tax expense (benefit)
              
              $
              1,324
              
              
              $
              (662
              )








Note
6 – Currency forward exchange contracts:





Certain
of our sales generated by our non-U.S. operations are denominated in U.S.
dollars.  We periodically use 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.  We have not
entered into these contracts for trading or speculative purposes in the past,
nor do we anticipate entering into such contracts for trading or speculative
purposes in the future.  Most of our currency
forward contracts meet the criteria for hedge accounting under GAAP and are
designated as cash flow hedges.  For these currency forward contracts,
gains and losses representing the effective portion of our hedges are deferred
as a component of accumulated other comprehensive income, and are subsequently
recognized in earnings at the time the hedged item affects
earnings.  Occasionally, we enter into currency forward contracts
which do not meet the criteria for hedge accounting.  For these
contracts, we  mark-to-market the estimated fair value of the
contracts at each balance sheet date based on quoted market prices for the
forward contracts, with any resulting gain or loss recognized in income
currently as part of net currency transactions.  The quoted market
prices for the forward contracts are a Level 1 input as defined by Statement of
Financial Accounting Standards (“SFAS”) No. 157, Fair Value
Measurements.  At March 31, 2009, we held a series of contracts
to exchange an aggregate of U.S. $3.9 million for an equivalent value of
Canadian dollars at an exchange rate of Cdn. $1.25 per U.S.
dollar.  These contracts qualified for hedge accounting and mature
through June 2009.  The exchange rate was $1.25 per U.S. dollar at
March 31, 2009.  The estimated fair value of the contracts was not
material at March 31, 2009.







Note
7 – Commitments and contingencies:
 
 We are
involved, from time to time, in various contractual, product liability, patent
(or intellectual property), employment and other claims and disputes incidental
to our business.
 
  Humanscale
Litigation
  On
February 10, 2009, a complaint (Doc. No. DN2650) was filed with the U.S.
International Trade Commission (“ITC”) by Humanscale Corporation requesting that
the ITC commence an investigation pursuant to Section 337
of the Tariff Act of 1930 to determine allegations concerning the unlawful
importation of certain adjustable keyboard related products into the U.S. by our
Canadian subsidiary (“investigation”).  The products are alleged to
infringe certain claims under a U.S. patent held by Humanscale.  The
complaint seeks as relief the barring of future imports of the products into the
U.S. until the expiration of the related patent in March 2011. In March 2009 the
ITC agreed to undertake the investigation and set a procedural schedule with a
target date of June 14, 2010 for its findings.  We deny any
infringement alleged in the investigation and plan to defend ourselves with
respect to any claims of infringement by Humanscale.
  
 - 10
-
 On
February 13, 2009, a Complaint for Patent Infringement was filed in the United
States District Court, Eastern District of Virginia, Alexandria Division (CV No.
3:09CV86-JRS) by Humanscale Corporation against CompX International Inc. and
CompX Waterloo.  CompX answered the allegations of infringement of
Humanscale’s U.S. Patent No. 5,292,097C1 set forth in the Complaint on March 30,
2009.  CompX filed for a stay in the U.S. District Court Action with
respect to Humanscale’s claims (as a matter of legislated right because of the
ITC action) while at the same time counterclaiming patent infringement claims
against Humanscale for infringement of CompX’s keyboard support arm patents
(U.S. 5,037,054 and U.S. 5,257,767) by Humanscale’s models 2G, 4G and 5G support
arms.  Humanscale has filed a response not opposing our motion to stay
their patent infringement claims but opposing our patent infringement
counterclaims against them and asking the Court to stay all claims in the matter
until the ITC investigation is concluded.  CompX filed its response to
their motions on April 24, 2009 and awaits a hearing by the judge with respect
to these motions.
 
 Accuride
Litigation
  On April
8, 2009, Accuride International Inc. filed a Complaint for Patent Infringement
in the United States District Court, Central District of California, Los Angeles
(Case No. CV09-2448 R) against CompX Precision Slides Inc. and CompX
International Inc.  Accuride alleges that CompX Precision Slides Inc.
and CompX International Inc. manufacture, sell and cause others to sell in the
U.S. unauthorized self-closing precision drawer slides that infringe their U.S.
Patent No. 6,773,097 B2.  Accuride seeks an order declaring willful
infringement of one or more claims of the patent; an order enjoining CompX from
making or selling slides that so infringe; damages for such willful infringement
to be at least $1,000,000; and costs and attorneys’ fees.  CompX was
on April 24, 2009 served with a summons in this matter and intends to file an
answer denying any claims of infringement made by Accuride.
 We
currently believe that the disposition of all claims and disputes, individually
or in the aggregate, if any, should not have a material adverse effect on our
consolidated financial condition, results of operations or
liquidity.




Note
8 – Recent accounting pronouncements:





Derivative Disclosures – In
March 2008 the Financial Accounting Standards Board (“FASB”) issued SFAS No.
161, Disclosures about
Derivative Instruments and Hedging Activities, an Amendment of FASB Statement
No. 133.  SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities to provide enhanced disclosures
about how and why we use derivative instruments, how derivative instruments and
related hedged items are accounted for under SFAS No. 133 and how derivative
instruments and related hedged items affect our financial position and
performance and cash flows.  This statement became effective for us in the
first quarter of 2009.  We periodically use currency forward contracts to
manage a portion of our foreign currency exchange rate market risk associated
with trade receivables or future sales.  The contracts we have outstanding
at March 31, 2009 are accounted for under hedge accounting.  See Note
6.  Because our prior disclosures regarding these forward contracts
substantially met all of the applicable disclosure requirements of the new
standard, its effectiveness did not have a significant effect on our
Consolidated Financial Statements.






- 11
-





Fair Value Measurements - In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which became effective for us on January 1, 2008.  SFAS No. 157 generally
provides a consistent, single fair value definition and measurement techniques
for GAAP pronouncements.  SFAS No. 157 also establishes a fair value
hierarchy for different measurement techniques based on the objective nature of
the inputs in various valuation methods.  In February 2008, the FASB issued
FASB Staff Position (“FSP”) No. FAS 157-2, Effective Date of FASB Statement No.
157 which delayed the provisions of SFAS No. 157 until January 1, 2009
for all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually).  All of our fair value measurements are in
compliance with SFAS No. 157 at March 31, 2009. The adoption of this standard
did not have a material effect on our Consolidated Financial
Statements.






Fair Value Disclosures – Also
in April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments.This FSP will require us to disclose
the fair value of all financial instruments for which it is practicable to
estimate that value, whether recognized or not in the statement of financial
position, as required by SFAS No. 107, Disclosures about Fair Value of Financial
Instruments at interim as well as annual periods.  Prior to the
adoption of the FSP we are only required to disclose this information
annually.  This FSP will become effective for us in the second quarter
of 2009 and its adoption will not affect our Condensed Consolidated Financial
Statements.








- 12
-





ITEM
2.                      MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Overview





We are a
leading manufacturer of security products, precision ball bearing slides, and
ergonomic computer support systems used in the office furniture, transportation,
tool storage and a variety of other industries.  We are also a leading
manufacturer of stainless steel exhaust systems, gauges and throttle controls
for the performance marine industry.





We
reported an operating loss of $937,000 in the first quarter of 2009 compared to
operating income of $3.5 million for the first quarter of 2008.  Our
operating income decreased quarter over quarter primarily due to the effects of
lower order rates from our customers relating to unfavorable economic conditions
in North America partially offset by the positive effects of cost reductions
implemented in response to lower sales and the impact of  relative
changes in foreign currency exchange rates.





Results
of Operations





Three
      months ended
                March 31,2008
              
              
              %
              
              
              2009
              
              
              %(Dollars
      in thousands)Net
      sales
              
              $
              40,520
              
              
              
              100.0
              %
              
              $
              28,476
              
              
              
              100.0
              %Cost
      of goods sold
              
              
              30,578
              
              
              
              75.5
              
              
              
              23,703
              
              
              
              83.2Gross
      margin
              
              
              9,942
              
              
              
              24.5
              
              
              
              4,773
              
              
              
              16.8Operating
      costs and expenses
              
              
              6,411
              
              
              
              15.8
              
              
              
              5,710
              
              
              
              20.1Operating
      income (loss)
              
              $
              3,531
              
              
              
              8.7
              %
              
              $
              (937
              )
              
              
              (3.3
              %)








Net sales.  Net
sales decreased $12.0 million, or 30%, to $28.5 million in the first quarter of
2009 as compared to $40.5 million in the first quarter of 2008.  Net
sales decreased due to lower order rates from our customers resulting from
unfavorable economic conditions in North America.





Cost of goods sold and gross
margin.Cost of goods sold as a percentage of sales increased
by 8% in the first quarter of 2009 compared to 2008.  As a result,
gross margin decreased over the same period. The resulting decline in gross
margin is primarily due to reduced coverage of overhead and fixed manufacturing
costs from lower sales volume and the related under utilization of capacity
partially offset by cost reductions implemented in response to lower
sales.





Operating costs and
expenses.Operating costs and expenses consist primarily of
salaries, commissions and advertising expenses directly related to product
sales, as well as, gains and losses on plant, property and equipment and
currency transaction gains and losses.  As a percentage of net sales,
operating costs and expenses increased 4% in the first quarter of 2009 compared
to 2008 primarily due to reduced coverage of selling and general administrative
costs as a result of lower sales volumes.


- 13
-





Operating income
(loss).  Operating income (loss) in the first quarter of 2009
decreased to a loss of $937,000 compared to income of $3.5 million for the first
quarter of 2008.  As a percentage of net sales, operating income
(loss) decreased for the first quarter of 2009 compared to the first quarter of
2008 due to the impact of lower gross margin discussed above.





Currency.  Our
Furniture Components segment has substantial operations and assets located
outside the United States (in Canada and Taiwan).  The majority of
sales generated from our non-U.S. operations are denominated in the U.S. dollar,
with the remainder denominated in foreign currencies, principally the Canadian
dollar and the New Taiwan dollar.  Most raw materials, labor and other
production costs for our non-U.S. operations are denominated primarily in local
currencies.  Consequently, the translated U.S. dollar values of our
non-U.S. 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.  Our
Furniture Component segment’s net sales were negatively impacted while its
operating income was positively impacted by currency exchange rates in the
following amounts as compared to the currency exchange rates in effect during
the corresponding period in the prior year:





Increase (decrease)Three
      months ended
                  March
      31, 2009
                  vs. 2008(In
      thousands)Impact
      on net sales
                
                $
                (593
                )Impact
      on operating income
                
                
                688





The
negative impact on sales relates to sales denominated in non-U.S. dollar
currencies translated into lower U.S. dollar sales due to a weakening of the
local currency in relation to the U.S. dollar.  The positive impact on
operating income results from the U.S. dollar denominated sales of non-U.S.
operations converted into higher local currency amounts due to the strengthening
of the U.S. dollar.  This positively impacted our gross margin as it
results in more local currency generated from sales to cover the costs of
non-U.S. operations which are denominated in local currency.





Interest
expense.  Interest expense decreased approximately $439,000 for
the period ending March 31, 2009 compared to the same period ending March 31,
2008.  The decrease in interest expense is the result of a decrease in
interest rates on the outstanding principal amount of our note payable to
affiliate (5.7% at March 31, 2008 as compared to 2.4% at March 31, 2009) and the
approximately $7.0 million less of principal outstanding in the first quarter of
2009 as compared to the first quarter of 2008.





Provision for income
taxes.A tabular reconciliation between our effective income
tax rates and the U.S. federal statutory income tax rate of 35% is included in
Note 5 to the Condensed Consolidated Financial Statements.  Our income
tax rates vary by jurisdiction (country and/or state), and relative changes in
the geographic mix of our pre-tax earnings can result in fluctuations in the
effective income tax rate.  Generally, the effective tax rate on
income derived from our U.S. operations, including the effect of U.S. state
income taxes, is lower than the effective tax rate on income derived from our
non-U.S. operations, in part due to the U.S. deferred tax or benefit on our
foreign earnings that are not permanently reinvested and an election to not
claim a credit with respect to foreign income taxes paid but instead to claim a
tax deduction, consistent with the election made by Contran, the parent of our
consolidated U.S. federal income tax group.  Our geographic mix of
pre-tax earnings and the U.S. deferred tax or benefit related to our
foreign  earnings that are not permanently reinvested without offset
by foreign tax credits where available are the primary reasons our effective
income tax rate in 2008 and 2009 is higher than the 35% U.S. federal statutory
income tax rate.  Our effective income tax rate for the first quarter
of 2009 increased 7 percentage points from the same period in 2008 primarily due
to a higher percentage of our earnings being sourced from Canada.  We
currently expect our effective income tax rate for the remainder of 2009 will
approximate our effective income tax rate for the three months ended March 31,
2009.






- 14
-





Segment
Results





The key
performance indicator for our segments is operating income.





Three
      months ended
                March 31,
              
              
              %2008
              
              
              2009
              
              
              Change(In
      thousands)Net
      sales:Security
      Products
              
              $
              19,076
              
              
              $
              15,283
              
              
              
              (19.9
              %)Furniture
      Components
              
              
              17,753
              
              
              
              11,895
              
              
              
              (33.0
              %)Marine
      Components
              
              
              3,691
              
              
              
              1,298
              
              
              
              (64.8
              %)Total
      net sales
              
              $
              40,520
              
              
              $
              28,476
              
              
              
              (29.7
              %)Gross
      margin:Security
      Products
              
              $
              5,542
              
              
              $
              3,750
              
              
              
              (32.3
              %)Furniture
      Components
              
              
              3,434
              
              
              
              1,532
              
              
              
              (55.4
              %)Marine
      Components
              
              
              966
              
              
              
              (509
              )
              
              n.m.Total
      gross margin
              
              $
              9,942
              
              
              $
              4,773
              
              
              
              (52.0
              %)Operating
      income (loss):Security
      Products
              
              $
              3,239
              
              
              $
              1,576
              
              
              
              (51.3
              %)Furniture
      Components
              
              
              1,426
              
              
              
              (22
              )
              
              n.m.Marine
      Components
              
              
              103
              
              
              
              (1,150
              )
              
              n.m.Corporate
      operating expenses
              
              
              (1,237
              )
              
              
              (1,341
              )
              
              
              8.4
              %Total
      operating income
              
              $
              3,531
              
              
              $
              (937
              )
              
              
              (126.5
              %)n.m.
      percentage not meaningful








Security
Products.  Security Products net sales decreased 20% to $15.3
million in the first quarter of 2009 compared to $19.1 million in the same
period last year.  The decrease in sales is primarily due to lower
customer order rates resulting from unfavorable economic conditions in North
America.  Gross margin percentage decreased from 29% in the first
quarter of 2008 to 25% in the same period in 2009 primarily due to reduced fixed
cost coverage from lower sales and the related under utilization of capacity,
partially offset by cost reductions implemented in response to lower
sales.  As a result, operating income percentage for the Security
Products segment decreased from 17% for the first quarter of 2008 to 10% for the
first quarter of 2009.





Furniture
Components.Furniture Components net sales declined 33% to
$11.9 million in the first quarter of 2009 compared to $17.8 million in the
first quarter of 2008 primarily due to lower order rates from our customers
resulting from unfavorable economic conditions in North
America.  Gross margin percentage decreased from 19% in the first
three months of 2008 to 13% in the first three months of 2009 due to reduced
coverage of fixed costs from lower sales volume and the related under
utilization of capacity offset in part by cost reductions implemented in
response to lower sales. As a result, operating income decreased from $1.4
million in the first quarter of 2008 to a loss of $22,000 in the first quarter
of 2009.






- 15
-





Marine
Components.  Marine Components net sales decreased 65% during
the first quarter of 2009 as compared to 2008 primarily due to a dramatic
overall downturn in the marine industry.  As a result, gross margin
decreased from $1.0 million in the first quarter of 2008 to a loss of $509,000
in the first quarter of 2009, and operating income decreased from $103,000 to a
loss of $1.2 million in the first three months of 2009 compared to the same
period in 2008.





Outlook.  Demand
for our products continues to slow as customers react to the condition of the
overall economy. While changes in market demand are not within our control, we
are focused on the areas we can impact.  Staffing levels are
continuously being evaluated in relation to sales order rates resulting in
headcount adjustments, to the extent possible, to match staffing levels with
demand.  We expect our lean manufacturing and cost improvement
initiatives to continue to positively impact our productivity and result in a
more efficient infrastructure that we can leverage when demand growth
returns.  Additionally, we continue to seek opportunities to gain
market share in markets we currently serve, expand into new markets and develop
new product features in order to mitigate the impact of reduced demand as well
as broaden our sales base.





In
addition to challenges with overall demand, volatility in the cost of raw
materials is ongoing.  While the cost of commodity raw materials
declined from the fourth quarter of 2008, we currently expect these costs to
continue to be volatile in 2009.  If raw material prices increase, we
may not be able to fully recover the cost by passing them on to our customers
through price increases due to the competitive nature of the markets we serve
and the depressed economic conditions


As discussed in Note 7 to the Condensed Consolidated Financial Statements,
certain competitors have filed claims against us for patent
infringement.  We have denied the allegations of patent infringement
and are seeking to have the claims dismissed.  While we currently
believe the disposition of these claims should not have a material adverse
effect on our consolidated financial condition, results of operations or
liquidity, we could incur costs defending against such claims that could be
material.





Liquidity
and Capital Resources





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 operating earnings.  Changes in assets and liabilities
result primarily from the timing of production, sales and
purchases.  Changes in assets and liabilities generally tend to even
out over time.  However, period-to-period relative changes in assets
and liabilities can significantly affect the comparability of cash flows from
operating activities.  Our cash provided by operating activities for
the first three months of 2009 decreased by $2.7 million as compared to the
first three months of 2008 due primarily to the net effects of:





·
            Lower
      operating income in 2009 of approximately $4.5
  million;


·
            Higher
      net cash provided by relative changes in our inventories, receivables,
      payables and non-tax related accruals of $1.9 million in 2009;
      and


·
            Higher
      cash paid for income taxes in 2009 of approximately $400,000 due to the
      timing of taxes paid on non-U.S.
earnings.





Relative
changes in working capital can have a significant effect on cash flows from
operating activities.  As shown below, our average days sales’
outstanding increased from December 31, 2008 to March 31, 2009.  The
increase is primarily due to the timing of collections on a lower accounts
receivable balance as of March 31, 2009.  As shown below, our average
number of days in inventory increased from December 31, 2008 to March 31,
2009.  The increase in days in inventory is primarily due to lower
sales in the first quarter of 2009 which impacted the days in
inventory.  In absolute terms, however, we reduced inventory by $1.8
million in the first quarter of 2009 as compared to December 31,
2008.  For comparative purposes, we have provided comparable prior
year numbers below.


- 16
-





December
      31,
                                    March
      31,
                                    December
      31,
                                    March
      31,2007
                                    2008
                                    2008
                                    2009Days’
      Sales Outstanding
                                    44
      days
                                    43
      days
                                    41
      days
                                    44
      daysDays
      in Inventory
                                    63
      days
                                    75
      days
                                    70
      days
                                    80
      days








Investing
activities.  Net cash used by investing activities totaled $1.2
million in the first quarter of 2008 compared to net cash used by investing
activities of $333,000 in the first quarter of 2009 due primarily to lower
planned capital expenditures in 2009.





Financing
activities.  Net cash used by financing activities was
comparable at $2.1 million in the first quarter of 2008 and $1.9 million in the
first quarter of 2009.  We paid quarterly dividends of $1.6 million
and $1.5 million, or $.125 per share, in the first quarter of 2008 and 2009,
respectively.





Debt
obligations.  Provisions contained in our $37.5 million
revolving credit facility could result in the acceleration of any outstanding
indebtedness prior to its stated maturity for reasons other than defaults from
failing to comply with typical financial covenants.  For example, our
revolving credit facility allows the lender to accelerate the maturity of the
indebtedness upon a change of control (as defined) of the
borrower.  The terms of our revolving credit facility 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.  There are no
amounts outstanding under our revolving credit facility.  Although
there are no current expectations to borrow on the revolving credit facility,
lower future operating results would likely reduce our amount available to
borrow.





Future
Cash Requirements -





Liquidity.  Our
primary source of liquidity on an ongoing basis is cash flow from operating
activities, which is generally used to (i) fund capital expenditures, (ii) repay
short-term indebtedness incurred primarily for working capital or capital
expenditure purposes and (iii) provide for the payment of dividends (if
declared).  From time-to-time, we will incur indebtedness, primarily
for short-term working capital needs or to fund capital
expenditures.  From time-to-time, we 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.





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





We
believe that cash generated from operations and borrowing availability under our
$37.5 million revolving credit facility, together with cash on hand, will be
sufficient to meet our liquidity needs for working capital, capital
expenditures, debt service and dividends (if declared) for at least the next 12
months.  To the extent that our actual operating results or other
developments differ from our expectations, our liquidity could be adversely
affected.






- 17
-




At March
31, 2009, there were no amounts outstanding under our $37.5 million revolving
credit facility that matures in January 2012.  The entire balance is
currently available for future borrowings, although lower future operating
results would likely reduce our amount available to borrow.





Capital
Expenditures.  Firm purchase commitments for capital projects
in process at March 31, 2009 approximated $795,000.  We have lowered
our planned capital expenditures in 2009 in response to the current economic
conditions.  We are limiting 2009 investments to those expenditures
required to meet our lower expected customer demand and those required to
properly maintain our facilities.





Repurchase of Common
Stock.We have in the past, and may in the future, make
repurchases of our common stock in market or privately-negotiated
transactions.  At April 29, 2009, we had approximately 678,000 shares
available for repurchase of our common stock under previous
authorizations.





Commitments and
Contingencies.  See Note 7 to the Condensed Consolidated
Financial Statements for a description of certain legal
proceedings.





Off balance sheet financing
arrangements -





We do not
have any off-balance sheet financing agreements other than the operating leases
discussed in our 2008 Annual Report.





Recent
accounting pronouncements –





See Note
8 to the Condensed Consolidated Financial Statements.





Critical
accounting policies and estimates –





There
have been no changes in the first quarter of 2009 with respect to our critical
accounting policies presented in Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our 2008 Annual
Report.





Forward-Looking
Information





As
provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, we caution 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 our 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 we believe that the expectations
reflected in such forward-looking statements are reasonable, we do not know if
our 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 our other filings with the Securities and Exchange
Commission.  While it is not possible to identify all factors, we
continue to face many risks and uncertainties including, but not limited to the
following:





·
            Future
      supply and demand for our products,


·
            Changes
      in our raw material and other operating costs (such as steel and energy
      costs),


·
            General
      global economic and political conditions (such as changes in the level of
      gross domestic product in various regions of the
  world),


·
            Demand
      for office furniture,


·
            Service
      industry employment levels,


·
            Demand
      for high performance marine
components,


·
            Competitive
      products and prices, including competition from lower-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
      Canadian dollar and New Taiwan
dollar),


·
            Potential
      difficulties in integrating completed or future
    acquisitions,


·
            Decisions
      to sell operating assets other than in the ordinary course of
      business,


·
            Uncertainties
      associated with the development of new product
  features,


·
            Environmental
      matters (such as those requiring emission and discharge standards for
      existing and new facilities),


·
            Our
      ability to comply with covenants contained in our revolving bank credit
      facility,


·
            The
      ultimate outcome of income tax audits, tax settlement initiatives or other
      tax matters,


·
            The
      impact of current or future government
  regulations,


·
            Current
      and future litigation,


·
            Possible
      disruption of our business or increases in the cost of doing business
      resulting from terrorist activities or global conflicts,
    and


·
            Operating
      interruptions (including, but not limited to labor disputes, leaks,
      natural disasters, fires, explosions, unscheduled or unplanned downtime
      and transportation interruptions).






- 18
-


Should
one or more of these risks materialize or if the consequences worsen, or if the
underlying assumptions prove incorrect, actual results could differ materially
from those currently forecasted or expected.  We disclaim any
intention or obligation to update or revise any forward-looking statement
whether as a result of changes in information, future events or
otherwise.





ITEM
3.                      QUANTITATIVE
AND QUALITATITVE DISCLOSURE ABOUT MARKET RISK.





We are
exposed to market risk, including foreign currency exchange rates, interest
rates and security prices.  For a discussion of these market risk
items, refer to Part I, Item 7A – “Quantitative and Qualitative Disclosure About
Market Risk” in our 2008 Annual Report, and to Note 6 to the Condensed
Consolidated Financial Statements.





We have
substantial operations located outside the United States for which the
functional currency is not the U.S. dollar.  As a result, the reported
amounts of our assets and liabilities related to our non-U.S. operations, and
therefore our consolidated net assets, will fluctuate based upon changes in
currency exchange rates.


- 19
-




ITEM
4.                      CONTROLS
AND PROCEDURES.





Evaluation of Disclosure Controls and
Procedures.  We maintain a system of disclosure controls and
procedures.  The term "disclosure controls and procedures," as defined
by regulations of the SEC, means controls and other procedures that are designed
to ensure that information required to be disclosed in the reports that we file
or submit 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 we are required to disclose in the reports that we file
or submit to the SEC under the Act is accumulated and communicated to our
management, including our principal executive officer and our 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, our Vice Chairman of the Board, President and Chief
Executive Officer, and Darryl R. Halbert, our Vice President, Chief Financial
Officer and Controller, have evaluated the design and operating effectiveness of
our disclosure controls and procedures as of March 31, 2009.  Based
upon their evaluation, these executive officers have concluded that our
disclosure controls and procedures are effective as of March 31,
2009.




Internal Control Over Financial
Reporting.  We also maintain internal control 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, our principal executive and principal financial officers, or
persons performing similar functions, and effected by our 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 GAAP, and includes those policies and
procedures that:





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets,


·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with GAAP, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors,
  and


·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our Condensed Consolidated Financial
      Statements.





Changes in Internal Control Over
Financial Reporting.  There has been no change to our internal control over financial reporting during
the quarter ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.








- 20
-






Part
II. OTHER
INFORMATION


ITEM
1.                      Legal
Proceedings





We are
involved, from time to time, in various environmental, contractual, product
liability, patent (or intellectual property) and other claims and disputes
incidental to our business.  In addition to the information that is
included below, we have included certain of the information called for by this
Item in Note 7 to the Condensed Consolidated Financial Statements, and we are
incorporating that information here by reference.  On February 10,
2009, a complaint was filed with the U.S. International Trade Commission (“ITC”)
by Humanscale Corporation alleging the unlawful importation of certain
adjustable keyboard support systems and components into the U.S. by us and our
Canadian subsidiary, CompX Waterloo.  Additionally, on February 13,
2009, a complaint for patent infringement was filed in the United States
District Court by Humanscale against us and CompX Waterloo.  We deny
any infringement alleged in these complaints and seek to dismiss these
complaints.


On March
30, 2009, we filed a counterclaim against Humanscale for patent infringement of
certain patents held by CompX relating to keyboard support arms.  We
believe certain Humanscale keyboard support arms infringe on our
patents.


On April
8, 2009, Accuride International Inc. filed a complaint for patent infringement
in the United States District Court against us and a U.S. subsidiary. Accuride
seeks an order declaring willful infringement of a U.S. patent held by Accuride;
an order enjoining CompX from making or selling slides that so infringe; damages
for infringement of at least $1,000,000; and costs and attorneys’ fees. We deny
the allegations of infringement noted in this complaint and will seek to dismiss
the complaint.


Currently
no material environmental or other material litigation is pending or, to our
knowledge, threatened.  We currently believe that the disposition of
all claims and disputes, individually or in the aggregate, should not have a
material adverse effect on our consolidated financial condition, results of
operations or liquidity.  Refer also to Note 7 to our Condensed
Consolidated Financial Statements and to our 2008 Annual Report.




ITEM
1A.   Risk
Factors.
  Reference is made to the 2008 Annual Report for a discussion of the risk factors
related to our businesses.  There have been no material changes in
such risk factors during the three months ended March 31, 2009.




ITEM
2.Unregistered
Sales of Equity Securities and Use of Proceeds; Share
Repurchases.








Our board
of directors has previously authorized the repurchase of our Class A common
stock in open market transactions, including block purchases, or in
privately-negotiated transactions at unspecified prices and over an unspecified
period of time, which may include transactions with our
affiliates.  We may repurchase our common stock from time to time as
market conditions permit.  The stock repurchase program does not
include specific price targets or timetables and may be suspended at any
time.  Depending on market conditions, we may terminate the program
prior to its completion.  We will use cash on hand to acquire the
shares.  Repurchased shares will be added to our treasury and
cancelled. We did not purchase any shares of our common stock during the first
quarter of 2009.


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ITEM
6. Exhibits.


31.1                      Certification





31.2                      Certification





32.1                      Certification





We have
retained a signed original of any of the above exhibits that contains
signatures, and we will provide such exhibit to the Commission or its staff upon
request.  We will also furnish, without charge, a copy of our Code of
Business Conduct and Ethics and our Audit Committee Charter, each as approved by
our Board of Directors on February 24, 2004 and August 5, 2005, respectively,
upon request.  Such requests should be directed to the attention of
our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240.


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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:  May 1,
2009                                                               By:
/s/ Darryl R.
Halbert


Darryl R.
Halbert


Vice
President, Chief Financial Officer and
Controller














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