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, 2005            Commission file number 1-13905
                      --------------                                   -------




                            COMPX INTERNATIONAL INC.
------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)




           Delaware                                       57-0981653
-------------------------------                     --------------------------
(State or other jurisdiction of                          (IRS Employer
         organization) Identification No.)


             5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
------------------------------------------------------------------------------
           (Address of principal executive offices)    (Zip Code)



Registrant's telephone number, including area code:           (972) 448-1400
                                                              --------------


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

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes      No --- X

Number of shares of common stock outstanding on April 25, 2005:
        Class A:   5,195,780
        Class B:  10,000,000



<PAGE>


                            COMPX INTERNATIONAL INC.

                                      INDEX




                                                                        Page
                                                                       number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 2004;
                  March 31, 2005 (Unaudited)                             3-4

                 Consolidated Statements of Income -
                  Three months ended March 31, 2004 and 2005 (Unaudited)  5

                 Consolidated Statements of Comprehensive Income -
                  Three months ended March 31, 2004 and 2005 (Unaudited)  6

                 Consolidated Statements of Cash Flows -
                  Three months ended March 31, 2004 and 2005 (Unaudited)  7

                 Consolidated Statement of Stockholders' Equity -
                  Three months ended March 31, 2005 (Unaudited)           8

                 Notes to Consolidated Financial Statements (Unaudited)  9-13

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                  14-18

  Item 4.        Controls and Procedures.                               18-19

Part II.         OTHER INFORMATION

  Item 6.        Exhibits.                                               20




                                     - 2 -
<PAGE>


                                              COMPX INTERNATIONAL INC.

                                             CONSOLIDATED BALANCE SHEETS

                                                   (In thousands)


<TABLE>
<CAPTION>
               ASSETS                                                            December 31,           March 31,
                                                                                     2004                 2005
                                                                                -------------           ---------
                                                                                                       (Unaudited)
 Current assets:
<S>                                                                                 <C>                  <C>
   Cash and cash equivalents                                                        $ 16,803             $ 30,405
   Accounts receivable, net                                                           19,212               21,606
   Receivables from affiliates                                                           635                1,234
   Refundable income taxes                                                                57                  222
   Inventories                                                                        20,782               20,838
   Prepaid expenses and other                                                            790                  628
   Deferred income taxes                                                               1,447                1,609
   Assets held for sale                                                               17,957                 -
                                                                                    --------             --------

       Total current assets                                                           77,683               76,542
                                                                                    --------             --------

 Other assets:
   Goodwill                                                                           29,012               29,106
   Other intangible assets                                                             1,703                1,646
   Note receivable                                                                         -                4,179
   Assets held for sale                                                               10,964                    -
   Other                                                                                 195                  218
                                                                                    --------             --------

       Total other assets                                                             41,874               35,149
                                                                                    --------             --------

 Property and equipment:
   Land                                                                                4,713                8,168
   Buildings                                                                          26,877               27,076
   Equipment                                                                         104,041              103,921
   Construction in progress                                                            2,299                3,841
                                                                                    --------             --------

                                                                                     137,930              143,006

   Less accumulated depreciation                                                      71,808               74,253
                                                                                    --------             --------

       Net property and equipment                                                     66,122               68,753
                                                                                    --------             --------

                                                                                    $185,679             $180,444
                                                                                    ========             ========
</TABLE>



                                     - 3 -
<PAGE>


                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
 LIABILITIES AND STOCKHOLDERS' EQUITY                                            December 31,           March 31,
                                                                                     2004                  2005
                                                                                  ---------           -----------
                                                                                                      (Unaudited)
 Current liabilities:
<S>                                                                                <C>                  <C>
   Accounts payable and accrued liabilities                                        $ 17,704             $ 18,125
   Income taxes                                                                       2,687                  947
   Liabilities related to assets held for sale                                        4,998                 -
                                                                                   --------             --------

       Total current liabilities                                                     25,389               19,072
                                                                                   --------             --------

 Noncurrent liabilities:
   Long-term debt                                                                        85                   75
   Deferred income taxes                                                              4,949                4,992
                                                                                   --------             --------

       Total noncurrent liabilities                                                   5,034                5,067
                                                                                   --------             --------

 Stockholders' equity:
   Preferred stock                                                                        -                    -
   Class A common stock                                                                  52                   52
   Class B common stock                                                                 100                  100
   Additional paid-in capital                                                       108,828              109,019
   Retained earnings                                                                 38,523               38,359
   Accumulated other comprehensive income
    - currency translation                                                            7,753                8,775
                                                                                   --------             --------

       Total stockholders' equity                                                   155,256              156,305
                                                                                   --------             --------

                                                                                   $185,679             $180,444
                                                                                   ========             ========
</TABLE>





Commitments and contingencies (Note 1)


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




                            COMPX INTERNATIONAL INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 2004 and 2005

                      (In thousands, except per share data)

                                   (Unaudited)

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

<S>                                                                                <C>              <C>
 Net sales                                                                         $43,576          $46,843
 Cost of goods sold                                                                 35,175           36,560
                                                                                   -------          -------

     Gross margin                                                                    8,401           10,283

 Selling, general and administrative expense                                         6,067            6,122
                                                                                   -------          -------

     Operating income                                                                2,334            4,161

 Other general corporate income, net                                                   603              161
 Interest expense                                                                     (209)             (69)
                                                                                   -------          -------

     Income from continuing operations before
      income taxes                                                                   2,728            4,253

 Provision for income taxes                                                          1,173            2,041
                                                                                   -------          -------

     Income from continuing operations                                               1,555            2,212

 Discontinued operations, net of tax                                                     5             (477)
                                                                                   -------          -------

   Net income                                                                      $ 1,560          $ 1,735
                                                                                   =======          =======

 Basic and diluted earnings (loss) per common share:
   Continuing operations                                                           $   .10          $   .14
   Discontinued operations                                                             .00             (.03)
                                                                                   -------          -------

                                                                                   $   .10          $   .11
                                                                                   =======          =======

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


 Shares used in the calculation of basic and diluted earnings per share
                                                                                    15,125           15,216
                                                                                   =======          =======
</TABLE>


          See accompanying notes to consolidated financial statements.
                                     - 5 -


<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 2004 and 2005

                                 (In thousands)

                                   (Unaudited)

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


<S>                                                                                    <C>               <C>
Net income                                                                             $ 1,560           $1,735
                                                                                       -------           ------

Other comprehensive income (loss), net of tax: Currency translation adjustment:
    Arising during the period                                                           (1,439)             358
    Disposal of business unit                                                             -                 739
                                                                                       -------           ------
                                                                                        (1,439)           1,097

  Unrealized loss on cash flow hedges                                                     -                 (75)
                                                                                       -------           ------

      Total other comprehensive income                                                  (1,439)           1,022
                                                                                       -------           ------

      Comprehensive income                                                             $   121           $2,757
                                                                                       =======           ======
</TABLE>








          See accompanying notes to consolidated financial statements.
                                     - 6 -


<PAGE>
                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2004 and 2005

                                 (In thousands)
                                   (Unaudited)

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

 Cash flows from operating activities:
<S>                                                                                       <C>               <C>
   Net income                                                                             $  1,560          $  1,735
   Depreciation and amortization                                                             3,746             2,707
   Deferred income taxes:
     Continuing operations                                                                    (562)               66
     Discontinued operations                                                                     -              (187)
   Other, net                                                                                  102               877
   Change in assets and liabilities:
     Accounts receivable                                                                    (1,964)           (2,341)
     Inventories                                                                             1,782               (46)
     Accounts payable and accrued liabilities                                               (2,266)              605
     Accounts with affiliates                                                                   50               178
     Income taxes                                                                            1,038            (1,734)
     Other, net                                                                               (122)               87
                                                                                          --------          --------

       Net cash provided by operating activities                                             3,364             1,947
                                                                                          --------          --------

 Cash flows from investing activities:
   Capital expenditures                                                                       (609)           (5,146)
   Proceeds from disposal of assets held for sale                                                -            18,094
   Cash of disposed business unit                                                                -            (4,006)
   Other, net                                                                                   10                 6
                                                                                          --------          --------

       Net cash provided (used) by investing activities                                       (599)            8,948
                                                                                          --------          --------

 Cash flows from financing activities:
   Indebtedness:
      Additions                                                                                252                 -
      Principal payments                                                                   (12,064)              (10)
      Deferred financing costs paid                                                            (28)              (28)
   Dividends                                                                                  -               (1,899)
   Issuance of common stock                                                                   _                  191
                                                                                          --------         ---------

       Net cash used by financing activities                                               (11,840)           (1,746)
                                                                                          --------          --------

 Cash and cash equivalents - net change from:
   Operating, investing and financing activities                                             (9,075)            9,149
   Currency translation                                                                        (286)              219
 Cash and cash equivalents at beginning of period                                            21,726            21,037
                                                                                           --------          --------

 Cash and cash equivalents at end of period                                                $ 12,365          $ 30,405
                                                                                           ========          ========

 Supplemental disclosures:
   Cash paid for:
     Interest                                                                               $   252          $     55
     Income taxes                                                                               521             2,834

   Noncash investing and financing activities:
     Note receivable                                                                          $  -          $  4,179
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      - 7 -
<PAGE>

                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2005

                                 (In thousands)

                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                              Accumulated other
                                                                                                comprehensive
                                                                                                income (loss)-
                                            Common Stock      Additional                  -------------------------      Total
                                           ---------------     paid-in      Retained       Currency        Hedging    stockholders'
                                         Class A   Class B     capital      Earnings      translation    Derivatives     equity
                                         -------   -------    ---------     --------      -----------    -----------    --------

<S>                                        <C>       <C>       <C>           <C>             <C>           <C>         <C>
Balance at December 31, 2004               $52       $100      $108,828      $38,523         $7,678        $   75      $155,256

Net income                                   -          -             -        1,735              -             -         1,735

Other comprehensive income, net             -          -           -            -             1,097           (75)        1,022

Cash dividends                               -          -             -       (1,899)             -             -        (1,899)

Issuance of common stock                    -          -            191         -              -             -              191
                                           ---       ----      --------      -------         ------        ------      --------

Balance at March 31, 2005                  $52       $100      $109,019      $38,359         $8,775        $ -         $156,305
                                           ===       ====      ========      =======         ======        ======      ========
</TABLE>





          See accompanying notes to consolidated financial statements.
                                     - 8 -
<PAGE>



                            COMPX INTERNATIONAL INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

Note 1 -       Basis of presentation:

     The consolidated balance sheet of CompX International Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 2004 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2005 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim periods ended March 31, 2004 and 2005 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the  operating  results  for a  full  year  or  of  future  operations.  Certain
information  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP") has been condensed or omitted. The accompanying  consolidated financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended December 31, 2004 (the "2004 Annual Report").

     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 2004 Annual
Report.

     At March 31, 2005,  CompX Group,  Inc., a  majority-owned  subsidiary of NL
Industries, Inc. (NYSE: NL) owned 83% of the Company's outstanding common stock.
NL owns 82.4% of CompX Group,  and a wholly owned  subsidiary of Titanium Metals
Corporation  (NYSE:TIE)  ("TIMET") owns the remaining  17.6% of CompX Group.  At
March 31, 2005,  (i) the wholly owned  subsidiary of TIMET owns an additional 2%
of CompX directly,  (ii) Valhi,  Inc.  holds,  directly or through a subsidiary,
approximately  83% of NL's  outstanding  common stock and  approximately  43% of
TIMET's outstanding common stock and (iii) Contran  Corporation holds,  directly
or through subsidiaries,  approximately 91% of Valhi's outstanding common stock.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons,  of which Mr.  Simmons is sole  trustee,  or is held by Mr.  Simmons or
persons or other entities related to Mr. Simmons.  Consequently, Mr. Simmons may
be deemed to control each of such companies and the Company.

     Stock options. As disclosed in the 2004 Annual Report, the Company accounts
for  stock-based  employee  compensation  related  to stock  options  using  the
intrinsic value method in accordance with  Accounting  Principles  Board Opinion
("APBO")  No. 25,  Accounting  for Stock  Issued to  Employees,  and its various
interpretations.  See Note  10.  Under  APBO No.  25,  no  compensation  cost is
generally  recognized  for fixed stock  options in which the  exercise  price is
greater than or equal to the market price on the grant date.  Compensation  cost
recognized by the Company  related to stock options in accordance  with APBO No.
25 was not significant during the first three months of 2004 or 2005.

     The following  table  illustrates the effect on net income and earnings per
share if the  Company  had  applied  the fair value  recognition  provisions  of

                                     - 9 -
<PAGE>
Statement of Financial  Accounting  Standards  ("SFAS") No. 123,  Accounting for
Stock-Based  Compensation to stock-based employee  compensation related to stock
options for all options granted on or after January 1, 1995.

<TABLE>
<CAPTION>
                                                                                           Three months ended
                                                                                               March 31,
                                                                                           2004          2005
                                                                                           ----          ----
                                                                                             (In thousands)

<S>                                                                                      <C>          <C>
 Net income, as reported                                                                 $1,560       $ 1,735
 Deduct:  Total stock-based employee compensation expense
   related to stock options determined under fair value
   based method for all awards, net of related tax effects                                 (136)          (34)
                                                                                         ------       -------

 Pro forma net income                                                                    $1,424       $ 1,701
                                                                                         ======       =======

 Earnings per share - basic and diluted:
   As reported                                                                           $  .10       $   .11
                                                                                         ======       =======

   Pro forma                                                                             $  .09       $   .11
                                                                                         ======       =======
</TABLE>

Note 2 - Business segment information:

<TABLE>
<CAPTION>
                                                                                       Three months ended
                                                                                             March 31,
                                                                                     2004               2005
                                                                                     ----               ----
                                                                                         (In thousands)
 Net sales:
<S>                                                                                  <C>                 <C>
   Security Products                                                                 $18,764             $18,544
   Precision Slides                                                                   18,251              21,101
   Ergonomics                                                                          6,561               7,198
                                                                                     -------             -------
     Total net sales                                                                 $43,576             $46,843
                                                                                     =======             =======
 Operating income (loss):
   Security Products                                                                 $ 2,187             $ 2,720
   Precision Slides                                                                     (586)                413
   Ergonomics                                                                            733               1,028
                                                                                     -------             -------

     Total operating income                                                            2,334               4,161

 Interest expense                                                                       (209)                (69)
 Other general corporate income, net                                                     603                 161
                                                                                     -------             -------

   Income from continuing operations before
    income taxes                                                                     $ 2,728             $ 4,253
                                                                                     =======             =======
</TABLE>

Note 3 -       Inventories:
<TABLE>
<CAPTION>
                                                                                   December 31,          March 31,
                                                                                      2004                2005
                                                                                   -----------         -----------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
 Raw materials                                                                       $ 4,514             $ 4,774
 Work in process                                                                       9,019               9,776
 Finished products                                                                     7,184               6,214
 Supplies                                                                                 65                  74
                                                                                     -------             -------

                                                                                     $20,782             $20,838
                                                                                     =======             =======
</TABLE>
                                     - 10 -

<PAGE>
Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                                                   December 31,          March 31,
                                                                                       2004                2005
                                                                                    ---------         ------------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
 Accounts payable                                                                    $ 6,392             $ 7,468
 Accrued liabilities:
   Employee benefits                                                                   7,987               6,964
   Professional fees                                                                     730                 666
   Insurance                                                                             448                 511
   Taxes other than on income                                                            399                 393
   Sales rebates                                                                         291                 612
   Other                                                                               1,457               1,511
                                                                                     -------             -------

                                                                                     $17,704             $18,125
                                                                                     =======             =======
</TABLE>

Note 5 - Indebtedness:

<TABLE>
<CAPTION>
                                                                                    December 31,         March 31,
                                                                                       2004               2005
                                                                                    -----------          ---------
                                                                                         (In thousands)

<S>                                                                                     <C>                 <C>
 Capital lease obligations                                                              $127                $117
 Less current portion                                                                     42                  42
                                                                                        ----                ----

                                                                                        $ 85                $ 75
                                                                                        ====                ====
</TABLE>

Note 6 - Other general corporate income (expense), net:

<TABLE>
<CAPTION>
                                                                                       Three months ended
                                                                                             March 31,
                                                                                     2004               2005
                                                                                     ----               ----
                                                                                         (In thousands)

<S>                                                                                   <C>                 <C>
 Interest income                                                                      $ 427               $ 176
 Currency exchange transactions, net                                                    143                 (54)
 Other, net                                                                              33                  39
                                                                                      -----               -----

                                                                                      $ 603               $ 161
                                                                                      =====               =====
</TABLE>

Note 7 - Provision for income taxes:

<TABLE>
<CAPTION>
                                                                                       Three months ended
                                                                                             March 31,
                                                                                     2004               2005
                                                                                     ----               ----
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
 Expected tax expense                                                                $  955              $1,489
 Non-U.S. tax rates                                                                     (31)                (78)
 Incremental U.S. tax on earnings of foreign
  subsidiaries                                                                          189                 572
 State income taxes                                                                      27                  72
 Other, net                                                                              33                 (14)
                                                                                     ------              ------

                                                                                     $1,173              $2,041
                                                                                     ======              ======
</TABLE>
                                     - 11 -
<PAGE>

Note 8 - Currency forward exchange contracts:

     Certain of the Company's  sales  generated by its non-U.S.  operations  are
denominated in U.S.  dollars.  The Company  periodically  uses currency  forward
contracts to manage a portion of currency  exchange rate market risk  associated
with  receivables,  or similar  exchange rate risk associated with future sales,
denominated  in a currency  other than the  holder's  functional  currency.  The
Company has not entered into these contracts for trading or speculative purposes
in the  past,  nor does the  Company  currently  anticipate  entering  into such
contracts for trading or speculative purposes in the future. Derivatives used to
hedge  forecasted  transactions  and specific cash flows associated with foreign
currency  denominated  financial assets and liabilities  which meet the criteria
for hedge  accounting  are  designated  as cash flow hedges.  Consequently,  the
effective  portion of gains and losses is deferred as a component of accumulated
other comprehensive  income and is recognized in earnings at the time the hedged
item  affects  earnings.  Contracts  that do not meet  the  criteria  for  hedge
accounting  are  marked-to-market  at each balance sheet date with any resulting
gain  or  loss   recognized  in  income   currently  as  part  of  net  currency
transactions.  At March 31,  2005,  the Company  held a series of  contracts  to
manage such exchange rate risk to exchange an aggregate of U.S. $2.5 million for
Canadian  dollars at exchange rates of Cdn. $1.20 to Cdn. $1.23 per U.S. dollar.
Such  contracts  matured  through May 2005. The exchange rate was Cdn. $1.21 per
U.S. dollar at March 31, 2005. The estimated fair value of such contracts is not
material at March 31, 2005.

Note 9 - Discontinued operations:

     As  discussed in the 2004 Annual  Report,  in December  2004 the  Company's
board of directors  committed  to a formal plan to dispose of its Thomas  Regout
operations in The  Netherlands.  Such  operations  met all of the criteria under
GAAP to be  classified  as an asset  held for sale at  December  31,  2004,  and
accordingly  the results of operations of Thomas Regout have been  classified as
discontinued  operations  for  all  periods  presented.   The  Company  has  not
reclassified its Consolidated  Statements of Cash Flows to reflect  discontinued
operations  or  assets  held for  sale.  In  classifying  the net  assets of the
European  Thomas  Regout  operations  as an asset  held for  sale,  the  Company
concluded that the carrying amount of the net assets of such operations exceeded
the estimated fair value less costs to sell of such operations,  and accordingly
in the fourth quarter of 2004 the Company  recognized a $14.4 million impairment
charge to write-down its investment in the European Thomas Regout  operations to
its estimated net  realizable  value.  Such charge  represented an impairment of
goodwill.

     In January  2005,  the  Company  completed  the sale of its  Thomas  Regout
operations in Europe for net proceeds of  approximately  $22.3 million.  The net
proceeds consisted of approximately  $18.1 million in cash and a note receivable
in the principal amount of $4.2 million. The note receivable bears interest at a
fixed  rate of 7% and is  payable  over  four  years.  The  note  receivable  is
collateralized  by a secondary  lien on the assets sold and is  subordinated  to
certain  third-party debt of the purchaser.  Accordingly,  the Company no longer
includes the results of  operations  of the European  Thomas  Regout  operations
subsequent to December 31, 2004 in its consolidated  financial  statements.  The
net proceeds from the January 2005 sale of the European Thomas Regout operations
were approximately  $860,000 less than the net realizable value estimated at the
time  of the  goodwill  impairment  charge  (primarily  due to  higher  expenses
associated with the disposal of the Thomas Regout operations),  and discontinued
operations  in the first  quarter  of 2005  includes  a charge  related  to such
differential  ($477,000,  net of income tax benefit) was recognized in the first
quarter of 2005. Such charge represents an additional impairment of goodwill.

     During the first quarter of 2004,  the European  Thomas  Regout  operations
reported  net sales of $9.9  million,  operating  income of  $400,000,  interest
expense of $400,000 and a nominal amount of net income.

                                     - 12 -
<PAGE>

Note 10 - Accounting principles not yet implemented:

     Inventory costs.  The Company will adopt SFAS No. 151,  Inventory Costs, an
amendment of ARB No. 43,  Chapter 4, for  inventory  costs  incurred on or after
January 1, 2006.  SFAS No. 151 requires that the allocation of fixed  production
overhead costs to inventory shall be based on normal  capacity.  Normal capacity
is not defined as a fixed amount;  rather,  normal capacity refers to a range of
production  levels expected to be achieved over a number of periods under normal
circumstances,  taking into account the loss of capacity  resulting from planned
maintenance  shutdowns.  The amount of fixed overhead  allocated to each unit of
production is not increased as a consequence of idle plant or production  levels
below the low end of normal  capacity,  but instead a portion of fixed  overhead
costs is charged to expense as incurred. Alternatively, in periods of production
above the high end of  normal  capacity,  the  amount  of fixed  overhead  costs
allocated to each unit of  production is decreased so that  inventories  are not
measured above cost.  SFAS No. 151 also clarifies  existing GAAP to require that
abnormal freight and wasted materials (spoilage) are to be expensed as incurred.
The Company  believes its production cost accounting  already  complies with the
requirements  of SFAS No. 151, and the Company does not expect  adoption of SFAS
No. 151 will have a material effect on its consolidated financial statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission ("SEC"),  the Company will adopt SFAS No. 123R,  Share-Based Payment,
as of January  1, 2006.  SFAS No.  123R,  among  other  things,  eliminates  the
alternative in existing GAAP to use the intrinsic value method of accounting for
stock-based  employee  compensation under APBO No. 25. Upon adoption of SFAS No.
123R,  the Company will  generally be required to recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date  fair value of the award,  with the cost  recognized  over the period
during  which an employee is  required to provide  services in exchange  for the
award (generally, the vesting period of the award). No compensation cost will be
recognized in the aggregate for equity  instruments  for which the employee does
not render the requisite service (generally,  the instrument is forfeited before
it has vested). The grant-date fair value will be estimated using option-pricing
models (e.g. Black-Sholes or a lattice model). Under the transition alternatives
permitted  under SFAS No.  123R,  the Company will apply the new standard to all
new awards granted on or after January 1, 2006, and to all awards existing as of
December 31, 2005 which are  subsequently  modified,  repurchased  or cancelled.
Additionally,  as of January 1, 2006,  the Company will be required to recognize
compensation  cost  for the  portion  of any  non-vested  award  existing  as of
December  31,  2005 over the  remaining  vesting  period.  Because the number of
non-vested awards as of December 31, 2005 with respect to options granted by the
Company is not expected to be material,  the effect of adopting SFAS No. 123R is
not  expected  to be  significant  in so far as it  relates  to  existing  stock
options.  Should the  Company,  however,  either grant a  significant  number of
options or modify,  repurchase  or cancel  existing  options in the future,  the
effect on the Company's consolidated financial statements could be material.

                                     - 13 -
<PAGE>


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

Overview

     The Company  reported income from continuing  operations of $2.2 million in
the first  quarter  of 2005  compared  to income of $1.6  million  for the first
quarter  of 2004.  The  overall  improvement  is  primarily  the  result  of the
favorable impact of cost reduction initiatives  undertaken over the last several
years as well as those initiated in the current period.

Results of Operations

<TABLE>
<CAPTION>
                                                                        Three months ended
                                                                             March 31,
                                                                     -------------------------             %
                                                                        2004            2005             Change
                                                                     ----------       --------           ------
                                                                        (In millions)

 Net sales:
<S>                                                                   <C>              <C>                <C>
   Security Products                                                  $18,764          $18,544            (1)%
   Precision Slides                                                    18,251           21,101            16%
   Ergonomics                                                           6,561            7,198            10%
                                                                      -------          -------

     Total net sales                                                  $43,576          $46,843             7%
                                                                      =======          =======

 Operating income (loss):
   Security Products                                                  $ 2,187          $ 2,720            24%
   Precision Slides                                                      (586)             413           n.m.
   Ergonomics                                                             733            1,028            40%
                                                                      -------          -------

     Total operating income                                           $ 2,334          $ 4,161            78%
                                                                      =======          =======
</TABLE>

n.m. = not meaningful

     Currency.  CompX has substantial  operations and assets located outside the
United States (in Canada and Taiwan).  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 and the New Taiwan dollar. In addition,
a portion of CompX's sales generated from its non-U.S.  operations  (principally
in Canada) 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 values of CompX's
foreign  sales and  operating  results  are subject to  currency  exchange  rate
fluctuations which may favorably or unfavorably impact reported earnings and may
affect  comparability  of  period-to-period  operating  results.  The effects of
fluctuations  in  currency  exchange  rates  affect  the  Precision  Slides  and
Ergonomics segments, and do not materially affect the Security Products segment.
During the first quarter of 2005,  currency  exchange rate  fluctuations did not
significantly impact comparisons with 2004.

     Net sales. Net sales increased $3.2 million, or 7%, to $46.8 million in the
first  quarter  of 2005 from  $43.6  million  in the first  quarter  of 2004 due
primarily  to an increase  in selling  prices for  certain  products  across all
segments.

     Cost of goods sold.  The Company's  cost of goods sold  increased 4% in the
first quarter of 2005  compared to 2004 while net sales  increased 7% during the
same period.  The Company's  gross margin  percentage  increased from 19% in the
2004  period  to 22% in the 2005  period.  This  improvement  resulted  from the

                                     - 14 -
<PAGE>

favorable  impact of the cost  reduction  initiatives  undertaken  over the last
several  years as well as those  initiated in the current  period.  Gross margin
comparisons  were also favorably  impacted by selling price increases on certain
Precision Slides and Ergonomics  products and relative changes in product mix at
Security  Products in the first quarter of 2005 as compared to the first quarter
of 2004.

     Selling, general, and administrative expense. As a percentage of net sales,
selling,  general,  and administrative  expense was 14% of net sales in 2004 and
13% in 2005.

     Operating  income.  Operating income in the first quarter of 2005 increased
to $4.2  million  compared to $2.3 million for the first  quarter of 2004.  As a
percentage of net sales,  operating income increased to 9% for the first quarter
of 2005 from 5% for the first  quarter of 2004 due to the  improvement  in gross
margins discussed above.

     Other general  corporate  income  (expense),  net. The  components of other
general  corporate  income  (expense),  net  are  summarized  in  Note  6 to the
Consolidated  Financial  Statements,  and  primarily  include  interest  income,
currency  exchange  transaction  gains  and  losses,  and  gains  and  losses on
disposals  of  other   assets.   Currency   exchange   transactions,   net  were
approximately  $200,000 lower in the first quarter of 2005 compared to the first
quarter of 2004 due to less volatility in intra-quarter  currency exchange rates
in 2005.

     Interest  expense.  Interest  expense declined in the first quarter of 2005
compared to the first quarter of 2004 due  primarily to lower average  levels of
outstanding debt.

     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 7 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.

     As disclosed in the 2004 Annual report,  CompX became a member of Contran's
consolidated  U.S. federal income tax group (the "Contran Tax Group") in October
2004.  As a member of the Contran Tax Group,  CompX  computes its  provision for
income  taxes on a  separate  company  basis,  using the tax  elections  made by
Contran.  One such  election  is  whether to claim a  deduction  or a tax credit
against U.S.  taxable income with respect to foreign  income taxes paid.  During
the first quarter of 2004,  and prior to CompX  becoming a member of the Contran
Tax Group,  CompX was able to claim a tax credit with respect to foreign  income
taxes paid.  During the first  quarter of 2005,  CompX is not  claiming a credit
with  respect  to  foreign  income  taxes  paid but  instead  is  claiming a tax
deduction,  since  Contran has elected to claim a tax  deduction for such items.
This has resulted in an increase in the Company's  effective  income tax rate in
the first quarter of 2005 as compared to the same period in 2004.

     Discontinued   operations.   See  Note  9  to  the  Consolidated  Financial
Statements.

     Accounting principles not yet implemented.  See Note 10 to the Consolidated
Financial Statements.

     Outlook. While demand has stabilized across most product segments,  certain
customers are seeking lower cost Asian sources as  alternatives to the Company's
products.  CompX believes the impact of this will be mitigated  through  ongoing

                                     - 15 -
<PAGE>

initiatives  to expand both new  products  and new market  opportunities.  Asian
sourced competitive pricing pressures are expected to continue to be a challenge
as Asian manufacturers,  particularly those located in China, gain market share.
The Company's  strategy in responding to the  competitive  pricing  pressure has
included reducing production cost through product reengineering,  improvement in
manufacturing processes or moving production to lower-cost facilities, including
our own Asian based  manufacturing  facilities.  The Company also has emphasized
and focused on opportunities where it can provide  value-added  customer support
services that Asian based  manufacturers  are generally  unable to provide.  The
combination  of  the  Company's  cost  control  initiatives  together  with  its
value-added  approach to  development  and marketing of products are believed to
help mitigate the impact of pricing pressures from Asian competitors.

     Additionally,  the Company's cost for steel continues to be unstable due to
the continued high demand and shortages in various parts of the world. While the
Company  has thus far been able to pass a majority  of its  higher raw  material
costs on to its customers  through price increases and  surcharges,  there is no
assurance  that  the  Company  would  be able to  continue  to  pass  along  any
additional higher costs to its customers. The price increases and surcharges may
accelerate the efforts of some of the Company's customers to find less expensive
products from foreign manufacturers.  The Company will continue to focus on cost
improvement  initiatives,  utilizing lean  manufacturing  techniques and prudent
balance  sheet  management  in order to  minimize  the  impact  of lower  sales,
particularly  to the  office  furniture  industry,  and to  develop  value-added
customer  relationships  with an  additional  focus on  sales  of the  Company's
higher-margin  ergonomic  computer support systems to improve operating results.
These actions,  along with other activities to eliminate  excess  capacity,  are
designed to position the Company to expand more  effectively on both new product
and new market opportunities to improve Company profitability.

Liquidity and Capital Resources

Summary.

     The Company's  primary  source of liquidity on an ongoing basis is its cash
flow from  operating  activities,  which is  generally  used to (i) fund capital
expenditures,  (ii) repay short-term indebtedness incurred primarily for working
capital  purposes and (iii) provide for the payment of dividends (if  declared).
From time-to-time, the Company will incur indebtedness, primarily for short-term
working capital needs or to fund capital  expenditures.  From time-to-time,  the
Company  may also sell assets  outside  the  ordinary  course of  business,  the
proceeds  of  which  are  generally  used  to  repay   indebtedness   (including
indebtedness  which may have been  collateralized by the assets sold) or to fund
capital expenditures.

     At March 31, 2005,  there were no amounts  outstanding  under the Company's
credit  facility  that matures in January  2006.  The Company does not expect it
will be required to use any of its cash flow from operating activities generated
during 2005 to repay indebtedness.  The Company expects to seek a renewal of its
credit facility during the second half of 2005.


  Consolidated cash flows.

     Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding  changes in assets and liabilities  have generally been similar to the
trends in the  Company's  earnings.  Changes  in assets and  liabilities  result
primarily  from the timing of production,  sales and purchases.  Such changes in
assets and liabilities generally tend to even out over time and result in trends
in cash flows from operating  activities  generally  reflecting earnings trends.
However,  period-to-period  relative  changes  in  assets  and  liabilities  can
significantly affect the comparability of cash flows from operating  activities.
Such  changes  in  assets  and  liabilities  resulted  in a net  use of  cash of
approximately $1.5 million in the first quarter of 2004 compared to a net use of
cash of $3.3 million in the first quarter of 2005.

                                     - 16 -
<PAGE>

     Investing  activities.  Net cash used by investing  activities  totaled $.6
million in the first  quarter of 2004 and provided for $9.0 million in the first
quarter of 2005,  which  include  the net  proceeds  from the sale of the Thomas
Regout operations in Europe discussed below.

     On January 24, 2005,  CompX  completed  the  disposition  of all of the net
assets of its Thomas Regout  precision slide and window  furnishing  operations,
conducted  at its  facility  in the  Netherlands,  to members  of Thomas  Regout
management  for net  proceeds  of  approximately  $22.3  million.  The  proceeds
consisted of cash (net of costs to sell) of  approximately  $18.1  million and a
subordinated Note for approximately $4.2 million. The subordinated note requires
annual  payments  over a period of four years.  Historically,  the Thomas Regout
European  operations have not contributed  significantly  to net cash flows from
operations. See Note 9 to the Consolidated Financial Statements.

     Firm purchase  commitments for capital  projects not commenced at March 31,
2005 approximated $2.5 million.

     Financing  activities.  Net cash used by financing activities totaled $11.8
million and $1.7  million in the first  quarter of 2004 and 2005,  respectively.
The Company  reduced debt by $11.8 million in the first quarter of 2004 and paid
a quarterly  dividend of $1.9 million,  or $.125 per share, in the first quarter
of 2005.

     Provisions  contained in the Company's revolving bank credit facility could
result in the acceleration of such indebtedness prior to its stated maturity for
reasons  other than  defaults  from  failing to comply  with  typical  financial
covenants. For example, the credit agreement allows the lender to accelerate the
maturity  of the  indebtedness  upon a change of  control  (as  defined)  of the
borrower.  The terms of the credit agreement could result in the acceleration of
all or a portion of the  indebtedness  following a sale of assets outside of the
ordinary  course of business,  which provision was waived in connection with the
Company's  sale of its Thomas Regout  operations  in Europe.  Other than certain
operating leases  discussed in the 2004 Annual Report,  neither CompX nor any of
its subsidiaries are parties to any off-balance sheet financing arrangements.

     Management  believes  that cash  generated  from  operations  and borrowing
availability  under the Company's credit  facility,  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital  expenditures,  debt  service  and  dividends.  To the  extent  that the
Company's  actual  operating  results  or  other  developments  differ  from the
Company's expectations, CompX's liquidity could be adversely affected.

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

Forward Looking Information

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this

                                     - 17 -
<PAGE>

Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "anticipates," "expects" or comparable terminology,  or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such  forward-looking  statements.  Among the
factors  that could cause actual  future  results to differ  materially  are the
risks and  uncertainties  discussed in this Quarterly Report and those described
from  time to time in the  Company's  other  filings  with  the  Securities  and
Exchange  Commission.  While it is not  possible to identify  all  factors,  the
Company  continues  to face many  risks  and  uncertainties  including,  but not
limited to the following:

     o    Future supply and demand for the Company's products,
     o    Changes in costs of raw materials and other  operating  costs (such as
          energy costs),
     o    General global economic and political conditions,
     o    Demand for office furniture,
     o    Service industry employment levels,
     o    The possibility of labor disruptions,
     o    Competitive products and prices,  including increased competition from
          low-cost manufacturing sources (such as China),
     o    Substitute products,
     o    Customer and competitor strategies,
     o    Costs  and   expenses   associated   with   compliance   with  certain
          requirements  of  the  Sarbanes-Oxley  Act  of  2002  relating  to the
          evaluation of the Company's internal control over financial reporting,
     o    The introduction of trade barriers,
     o    The impact of pricing and production decisions,
     o    Fluctuations  in the  value  of the  U.S.  dollar  relative  to  other
          currencies (such as the Canadian dollar and New Taiwan dollar),
     o    Potential    difficulties   in   integrating   completed   or   future
          acquisitions,
     o    Decisions to sell operating  assets other than in the ordinary  course
          of business,
     o    Uncertainties associated with new product development,
     o    Environmental  matters (such as those requiring emission and discharge
          standards for existing and new facilities),
     o    The ability of the Company to renew or refinance  its  revolving  bank
          credit facility,
     o    The ultimate outcome of income tax audits,
     o    The  impact of current or future  government  regulations,  o Possible
          future litigation and
     o    Other risks and uncertainties.

Should one or more of these risks  materialize  (or the  consequences  of such a
development worsen) or should the underlying assumptions prove incorrect, actual
results could differ  materially from those forecasted or expected.  The Company
disclaims  any  intention  or  obligation  to update  publicly  or  revise  such
statements whether as a result of new information, future events or otherwise.

ITEM 4. Controls and Procedures.

     Evaluation of Disclosure  Controls and Procedures.  The Company maintains a
system of disclosure controls and procedures.  The term "disclosure controls and
procedures,"  as defined by  regulations  of the SEC,  means  controls and other

                                     - 18 -
<PAGE>

procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  or persons
performing  similar  functions,  as appropriate to allow timely  decisions to be
made regarding required disclosure.  Each of David A. Bowers, the Company's Vice
Chairman of the Board,  President  and Chief  Executive  Officer,  and Darryl R.
Halbert,  the Company's Vice President,  Chief Financial Officer and Controller,
have evaluated the Company's  disclosure controls and procedures as of March 31,
2005. Based upon their evaluation,  these executive officers have concluded that
the Company's disclosure controls and procedures are effective as of the date of
such evaluation.

     Internal  Control Over  Financial  Reporting.  The Company  also  maintains
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, the Company's  principal executive and
principal  financial  officers,  or persons performing  similar  functions,  and
effected by the Company's board of directors, management and other personnel, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with GAAP, and includes those policies and procedures that:

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Company.
     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with GAAP, and that receipts and expenditures of the Company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the Company, and
     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets that could have a material effect on the Company's consolidated
          financial statements.

There  has been no change  to the  Company's  internal  control  over  financial
reporting during the quarter ended March 31, 2005 that has materially  affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over financial reporting.



                                     - 19 -
<PAGE>


Part II. OTHER INFORMATION

ITEM 6. Exhibits.

        Exhibits

               31.1          Certification

               31.2          Certification

               32.1          Certification

               32.2          Certification

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



                                     - 20 -
<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 May 2, 2005                  By /s/ Darryl R. Halbert
     -----------------               ---------------------------
                                     Darryl R. Halbert
                                     Vice President, Chief Financial Officer
                                     and Controller


                                     - 21 -