SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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





For the quarter ended June 30, 2002            Commission file number 1-13905
                      -------------                                   -------




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




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


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



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


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


Number  of  shares  of Class A common  stock  outstanding  on  August  9,  2002:
5,115,780.


<PAGE>



                            COMPX INTERNATIONAL INC.

                                      INDEX




                                                                        Page
                                                                       number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

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

                 Consolidated Statements of Income -
                  Three months and six months ended
                  June 30, 2001 and 2002                                 5

                 Consolidated Statements of Comprehensive Income -
                  Three months and six months ended
                  June 30, 2001 and 2002                                 6

                 Consolidated Statements of Cash Flows -
                  Six months ended June 30, 2001 and 2002                7

                 Consolidated Statement of Stockholders' Equity -
                  Six months ended June 30, 2002                         8

                 Notes to Consolidated Financial Statements             9-14

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                 15-19

Part II.         OTHER INFORMATION

Item 4.          Submission of Matters to a Vote of Security Holders.    20

Item 6.          Exhibits and Reports on Form 8-K.                       20


<PAGE>


                            COMPX INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


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

Current assets:
<S>                                                       <C>           <C>
  Cash and cash equivalents ........................      $ 33,309      $ 11,140
  Accounts receivable, net .........................        23,422        24,756
  Income taxes receivable from affiliates ..........           351           384
  Refundable income taxes ..........................         2,032         4,041
  Inventories ......................................        30,902        31,114
  Prepaid expenses and other .......................         2,902         2,906
  Deferred income taxes ............................         1,944         1,956
                                                          --------      --------

      Total current assets .........................        94,862        76,297
                                                          --------      --------

Other assets:
  Goodwill .........................................        38,882        40,286
  Other intangible assets ..........................         2,440         2,397
  Deferred income taxes ............................         3,132         3,053
  Prepaid rent .....................................         1,079           811
  Other ............................................           577           349
                                                          --------      --------

      Total other assets ...........................        46,110        46,896
                                                          --------      --------

Property and equipment:
  Land .............................................         4,368         4,433
  Buildings ........................................        26,182        26,755
  Equipment ........................................        92,683       100,970
  Construction in progress .........................         4,618         6,922
                                                          --------      --------

                                                           127,851       139,080

  Less accumulated depreciation ....................        42,815        50,816
                                                          --------      --------

      Net property and equipment ...................        85,036        88,264
                                                          --------      --------

                                                          $226,008      $211,457
                                                          ========      ========
</TABLE>




<PAGE>


                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


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

Current liabilities:
<S>                                                    <C>            <C>
  Current maturities of long-term debt ...........     $      56      $  30,031
  Accounts payable and accrued liabilities .......        23,168         22,590
  Payable to affiliate ...........................            15              1
  Deferred income taxes ..........................           291             45
  Income taxes ...................................         1,000            792
                                                       ---------      ---------

      Total current liabilities ..................        24,530         53,459
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        49,000           --
  Deferred income taxes ..........................         7,573          9,661
  Accrued pension costs ..........................           660           --
  Deferred gain on sale/leaseback ................         1,221            877
                                                       ---------      ---------

      Total noncurrent liabilities ...............        58,454         10,538
                                                       ---------      ---------

Stockholders' equity:
  Preferred stock ................................          --             --
  Class A common stock ...........................            62             62
  Class B common stock ...........................           100            100
  Additional paid-in capital .....................       119,224        119,260
  Retained earnings ..............................        50,966         49,352
  Accumulated other comprehensive income
   - currency translation ........................       (16,013)        (9,999)
  Treasury stock .................................       (11,315)       (11,315)
                                                       ---------      ---------

      Total stockholders' equity .................       143,024        147,460
                                                       ---------      ---------

                                                       $ 226,008      $ 211,457
                                                       =========      =========
</TABLE>





Commitments and contingencies (Note 1)


<PAGE>


                            COMPX INTERNATIONAL INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                      (In thousands, except per share data)



<TABLE>
<CAPTION>
                                               Three months ended    Six months ended
                                                    June 30,              June 30,
                                                --------------       ----------------
                                                2001      2002       2001        2002
                                               ------    ------     ------      ------

<S>                                           <C>       <C>       <C>          <C>
Net sales .................................   $53,371   $51,017   $ 112,954    $99,586
Cost of sales .............................    41,095    41,266      86,806     80,128
                                              -------   -------   ---------    -------
                                               12,276     9,751      26,148     19,458

Selling, general and administrative .......     6,932     7,072      13,999     14,259
                                              -------   -------   ---------    -------

    Operating income ......................     5,344     2,679      12,149      5,199

Other expense (income), net ...............        20       456        (219)       145
Interest expense ..........................       868       655       1,672      1,338
                                              -------   -------   ---------    -------

    Income before income taxes ............     4,456     1,568      10,696      3,716

Provision for income taxes ................     1,796       737       4,311      1,554
                                              -------   -------   ---------    -------

    Net income ............................   $ 2,660   $   831   $   6,385    $ 2,162
                                              =======   =======   =========    =======

Basic and diluted earnings per common share   $   .18   $   .05   $     .42    $   .14
                                              =======   =======   =========    =======

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

Shares used in the calculation
 of per share amounts:
   Basic earnings per common share ........    15,114    15,105      15,185     15,104
   Dilutive impact of outstanding
    stock options .........................         9        17           5         15
                                              -------   -------   ---------    -------

   Diluted common shares ..................    15,123    15,122      15,190     15,119
                                              =======   =======   =========    =======
</TABLE>




<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


<TABLE>
                                          Three months ended   Six months ended
                                                June 30,            June 30,
                                             --------------     ---------------
                                             2001      2002     2001       2002
                                            ------    ------   ------     ------


<S>                                        <C>        <C>      <C>        <C>
Net income .............................   $ 2,660    $  831   $ 6,385    $2,162

Other comprehensive income -
  Currency translation adjustment,
  net of tax ...........................       (53)    6,212    (3,556)    6,014
                                           -------    ------   -------    ------

      Comprehensive income .............   $ 2,607    $7,043   $ 2,829    $8,176
                                           =======    ======   =======    ======
</TABLE>













<PAGE>



                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Six months ended June 30, 2001 and 2002

                                 (In thousands)

<TABLE>
<CAPTION>
                                                             2001         2002
                                                             ----         ----

Cash flows from operating activities:
<S>                                                        <C>         <C>
  Net income ...........................................   $  6,385    $  2,162
  Depreciation and amortization ........................      7,314       6,466
  Deferred income taxes ................................        581         (62)
  Other, net ...........................................        190        (408)
                                                           --------    --------
                                                             14,470       8,158
  Change in assets and liabilities:
    Accounts receivable ................................      1,265        (598)
    Inventories ........................................       (469)        869
    Accounts payable and accrued liabilities ...........     (6,480)       (320)
    Accounts with affiliates ...........................         62         (47)
    Income taxes .......................................       (449)       (393)
    Other, net .........................................        532         104
                                                           --------    --------

      Net cash provided by operating activities ........      8,931       7,773
                                                           --------    --------

Cash flows from investing activities -
 capital expenditures ..................................     (6,966)     (7,519)
                                                           --------    --------

Cash flows from financing activities:
  Indebtedness:
     Additions .........................................     14,919        --
     Principal payments ................................     (6,485)    (19,025)
  Dividends ............................................     (3,778)     (3,776)
  Common stock reacquired ..............................     (2,650)       --
                                                           --------    --------

      Net cash provided (used) by financing activities .      2,006     (22,801)
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents ...      3,971     (22,547)

Currency translation ...................................         20         378
                                                           --------    --------

                                                              3,991     (22,169)

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

  Balance at end of period .............................   $ 13,811    $ 11,140
                                                           ========    ========

Supplemental disclosures - cash paid for:
  Interest .............................................   $  1,949    $  1,252
  Income taxes .........................................      3,983       2,317
</TABLE>



<PAGE>



                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         Six months ended June 30, 2002

                                 (In thousands)

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

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

Net income ....................    --    --        --        2,162        --          --          2,162

Other comprehensive income, net    --    --        --         --         6,014        --          6,014

Issuance of common stock ......    --    --          36       --          --          --             36

Cash dividends ................    --    --        --       (3,776)       --          --         (3,776)
                                  ---   ----   --------   --------    --------    --------    ---------

Balance at June 30, 2002 ......   $62   $100   $119,260   $ 49,352    $ (9,999)   $(11,315)   $ 147,460
                                  ===   ====   ========   ========    ========    ========    =========
</TABLE>







<PAGE>



                            COMPX INTERNATIONAL INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of presentation:

     The consolidated balance sheet of CompX International Inc. and Subsidiaries
(collectively,  the  "Company") at December 31, 2001 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated  balance sheet at June 30, 2002 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim  periods ended June 30, 2001 and 2002 have been prepared by the Company,
without audit. In the opinion of management, all adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly the  consolidated
financial  position,  results of operations  and cash flows have been made.  The
results of operations for the interim periods are not necessarily  indicative of
the  operating  results  for a  full  year  or  of  future  operations.  Certain
information  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
has  been  condensed  or  omitted.  The  accompanying   consolidated   financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-K for the year ended December 31, 2001 (the "2001 Annual Report").

     Basic earnings per share of common stock is based upon the weighted average
number of  common  shares  actually  outstanding  during  each  period.  Diluted
earnings per share of common stock includes the impact of  outstanding  dilutive
stock options.

     Commitments and contingencies are discussed in "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  and the 2001 Annual
Report.

     The  Company  is  69%  owned  by  Valhi,   Inc.  (NYSE:  VHI)  and  Valhi's
wholly-owned  subsidiary Valcor,  Inc. Contran  Corporation  holds,  directly or
through  subsidiaries,  approximately 93% of Valhi's  outstanding  common stock.
Substantially  all of  Contran's  outstanding  voting  stock  is held by  trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee.  Mr. Simmons, the Chairman of the
Board of each of  Contran,  Valhi and  Valcor,  may be deemed  to  control  such
companies and the Company.

Note 2 - Business segment information:

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


<PAGE>



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

Net sales:
<S>                               <C>         <C>         <C>          <C>
    CompX Waterloo/CompX Regout   $ 34,702    $ 31,725    $  73,759    $ 62,113
    CompX Security Products ...     18,669      19,292       39,195      37,473
                                  --------    --------    ---------    --------

      Total net sales .........   $ 53,371    $ 51,017    $ 112,954    $ 99,586
                                  ========    ========    =========    ========

  Operating income:
    CompX Waterloo/CompX Regout   $  2,872    $    303    $   7,106    $    714
    CompX Security Products ...      2,472       2,376        5,043       4,485
                                  --------    --------    ---------    --------

      Total operating income ..      5,344       2,679       12,149       5,199

  Other general corporate
   income, net ................        (20)       (456)         219        (145)
  Interest expense ............       (868)       (655)      (1,672)     (1,338)
                                  --------    --------    ---------    --------

    Income before income taxes    $  4,456    $  1,568    $  10,696    $  3,716
                                  ========    ========    =========    ========
</TABLE>



Note 3 -       Inventories:

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

<S>                                                   <C>                <C>
Raw materials ............................            $ 9,677            $ 7,907
Work in process ..........................             12,619             13,726
Finished products ........................              8,494              9,329
Supplies .................................                112                152
                                                      -------            -------

                                                      $30,902            $31,114
                                                      =======            =======
</TABLE>

Note 4 - Goodwill and other intangible assets:

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

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

<S>                                               <C>            <C>        <C>
Balance at December 31, 2001 ..................   $15.2          $23.7      $38.9
Goodwill acquired during
 the period ...................................    --             --         --
Changes in foreign exchange rates .............     1.4           --          1.4
                                                  -----          -----      -----

Balance at June 30, 2002 ......................   $16.6          $23.7      $40.3
                                                  =====          =====      =====
</TABLE>
<PAGE>


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

     Other  intangible  assets.   Other  intangible  assets  consisting  of  the
estimated fair value of certain patents acquired,  are stated net of accumulated
amortization  of $1.1  million  at  June  30,  2002  (December  31,  2001 - $1.0
million).  Such  intangible  assets  have been,  and will  continue  to be after
adoption  of  SFAS  No.  142  effective  January  1,  2002,   amortized  by  the
straight-line  method over the lives of the patents  (approximately  10.75 years
remaining  at June 30,  2002) with no assumed  residual  value at the end of the
life of the patents. Amortization expense of intangible assets was approximately
$60,000 in each of the three  month  periods  ending  June 30, 2001 and 2002 and
$120,000  in each of the first six  months of 2001 and 2002.  Such  amortization
expense is expected to be approximately  $250,000 in each of calendar years 2002
through 2006.

Note 5 -       Accounts payable and accrued liabilities:

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

<S>                                                      <C>             <C>
Accounts payable ...............................         $ 9,459         $10,241
Accrued liabilities:
  Employee benefits ............................           6,619           7,182
  Insurance ....................................             361             396
  Royalties ....................................             223             117
  Restructuring ................................           2,278             683
  Deferred gain on sale/leaseback ..............             479             765
  Other ........................................           3,749           3,206
                                                         -------         -------

                                                         $23,168         $22,590
                                                         =======         =======
</TABLE>

     In 2001, a charge of $2.7 million  (euro 3.1 million) was recorded  related
to a  consolidation  and  rationalization  of CompX's  Regout  operations.  This
restructuring  effort included headcount reductions of about 35 employees at the
Company's Maastricht,  the Netherlands facility,  substantially all of which had
been implemented by December 31, 2001. Through June 30, 2002, approximately $2.2
million  of the total  charge  has been  paid.  Of the  remainder,  $100,000  is
expected  to be paid in the last six months of 2002 and  $600,000  in 2003.  The
restructuring liability has also changed due to fluctuations in foreign currency
exchange rates.

Note 6 - Indebtedness:

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

<S>                                                          <C>         <C>
Revolving bank credit facility, due February 2003 ......     $49,000     $30,000
Other ..................................................          56          31
                                                             -------     -------

                                                              49,056      30,031
Less current maturities ................................          56      30,031
                                                             -------     -------

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



<PAGE>


Note 7 - Other expense (income), net:

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

<S>                                         <C>       <C>       <C>       <C>
Interest income ........................    $(134)    $(111)    $(287)    $(295)
Foreign currency transactions, net .....      197       640        88       930
Defined benefit pension plan
 settlement gain .......................     --        --        --        (677)
Other, net .............................      (43)      (73)      (20)      187
                                            -----     -----     -----     -----

                                            $  20     $ 456     $(219)    $ 145
                                            =====     =====     =====     =====
</TABLE>

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

Note 8 - Provision for income taxes:

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

<S>                                    <C>        <C>        <C>        <C>
Expected tax expense ...............   $ 1,560    $   549    $ 3,744    $ 1,301
Non-U.S. tax rates .................       (77)      (116)      (174)      (203)
No tax benefit for amortization of
 goodwill ..........................       172       --          346       --
Other, net .........................       141        304        395        456
                                       -------    -------    -------    -------

                                       $ 1,796    $   737    $ 4,311    $ 1,554
                                       =======    =======    =======    =======
</TABLE>


Note 9 - Accounting principles newly adopted in 2002:

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

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

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

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

     As shown in the following table, the Company would have reported net income
of $3.2 million, or $.21 per share, and $7.4 million, or $.49 per share, for the
three and six month periods ended June 30, 2001,  respectively,  if the goodwill
amortization  included  in the  Company's  reported  net  income  had  not  been
recognized.

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

<S>                                              <C>      <C>     <C>      <C>
Net income as reported ......................    $ 2.7    $  .8   $ 6.4    $ 2.2
Adjustment - goodwill amortization ..........       .5     --       1.0     --
                                                 -----    -----   -----    -----

Adjusted net income .........................    $ 3.2    $  .8   $ 7.4    $ 2.2
                                                 =====    =====   =====    =====

Diluted net income per share as
 reported ...................................    $ .18    $ .05   $ .42    $ .14
Adjustment - goodwill amortization ..........      .03     --       .07     --
                                                 -----    -----   -----    -----

Adjusted diluted net income per share .......    $ .21    $ .05   $ .49    $ .14
                                                 =====    =====   =====    =====
</TABLE>


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



<PAGE>


Note 10 - Accounting principles not yet adopted:

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

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



<PAGE>


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

     The Company  reported  net income of $.8  million in the second  quarter of
2002, a decrease of 69% from net income of $2.7  million for the second  quarter
of 2001. The Company reported net income of $2.2 million in the first six months
of 2002, a 66% decrease  from net income of $6.4 million in the first six months
of 2001.

     As discussed in Note 9 to the Consolidated Financial Statements,  beginning
in 2002 the Company no longer  recognizes  periodic  amortization of goodwill in
its  results  of  operations.  The  Company  would have  reported  net income of
approximately  $3.2  million in the second  quarter of 2001,  or about  $500,000
higher, if goodwill  amortization  included in the Company's reported net income
had not been recognized.  Of such $500,000  difference,  approximately  $200,000
relates  to  amortization  of  goodwill  attributable  to  the  Company's  CompX
Waterloo/CompX  Regout  segment  and  $300,000  relates to the  Company's  CompX
Security  Products  segment.  For the six month period ended June 30, 2001,  net
income would have been $7.4 million or about $1.0 million  higher than  reported
net income if goodwill  amortization  had not been  recognized.  Amortization of
goodwill  attributable  to each  reportable  segment for the first six months of
2001 is  proportionate  to the  goodwill  amortization  reported  for the second
quarter of 2001.

Results of Operations

<TABLE>
<CAPTION>
                                Three months ended             Six months ended
                                      June 30,                     June 30,
                                  ---------------      %         --------------        %
                                  2001       2002    Change     2001      2002     Change
                                  ----       ----    ------     ----      ----      ----
                                   (In thousands)                (In thousands)


Net sales:
<S>                             <C>        <C>          <C>  <C>         <C>         <C>
  CompX Waterloo/CompX Regout   $34,702    $31,725     -9%   $ 73,759    $62,113    -16%
  CompX Security Products ...    18,669     19,292      3%     39,195     37,473     -4%
                                                      ----   --------    -------    ----

    Total net sales .........   $53,371    $51,017     -4%   $112,954    $99,586    -12%
                                                      ====   ========    =======    ====

Operating income:
  CompX Waterloo/CompX Regout   $ 2,872    $   303    -89%   $  7,106    $   714    -90%
  CompX Security Products ...     2,472      2,376     -4%      5,043      4,485    -11%
                                                      ----   --------    -------    ----

    Total operating income ..   $ 5,344    $ 2,679    -50%   $ 12,149    $ 5,199    -57%
                                                      ====   ========    =======    ====

Operating income margin:
  CompX Waterloo/CompX Regout         8%         1%                           10%      1%
  CompX Security Products ...        13%        12%                           13%     12%

    Total operating income
    margin: .................        10%         5%                           11%      5%
</TABLE>

     Net sales.  Net sales  decreased in the second quarter and first six months
of 2002 compared to the same periods in 2001  principally  due to continued weak
demand for the Company's  component products sold to the office furniture market
resulting from continued weak economic conditions in the manufacturing sector in
North America and Europe.  Net sales of slide products  decreased 4% and 16% for
the three and six month periods ended June 30, 2002 compared to the same periods
in 2001,  with sales of ergonomic  products  decreasing 16% and 19% for the same
comparable  periods.  As compared to the corresponding  period in 2001, sales of
security  products  increased 3% for the second  quarter of 2002, in part due to
new business  development and increased orders in advance of  implementation  of
July 2002 price increases.  Sales of security products  decreased 4% for the six
month period ended June 30, 2002 as compared to the corresponding period.

     Operating  income.  Operating  income  decreased in the second  quarter and
first six  months of 2002  compared  to the same  periods in 2001.  Despite  the
positive effects of continued cost reductions and no amortization of goodwill in
2002,  operating income in 2002 was adversely impacted by the continuing decline
in net sales, changes in product mix and increases in certain raw material costs
(primarily  steel).  In addition,  competitive  pricing pressures from customers
caused certain selling price  decreases.  If goodwill  amortization  included in
CompX's  reported  operating  income had not been  recognized  during the second
quarter  and first  six  months  of 2001,  total  operating  income  would  have
decreased  55% and 61% in the second  quarter and first six month period of 2002
compared to the same periods in 2001.  Similarly,  operating income at the CompX
Security  Products segment would have decreased 16% and 22% and operating income
at the CompX Waterloo/CompX  Regout segment would have decreased 90% and 91% for
the same comparable  periods.  Note 9 to the Consolidated  Financial  Statements
more fully  discusses the  transitional  impact of the adoption of SFAS No. 142,
Goodwill and Other Intangible Assets, as of January 1, 2002.

     CompX has  substantial  operations  and assets  located  outside the United
States  (principally in Canada,  the Netherlands and Taiwan,  and all within the
CompX Waterloo/CompX  Regout segment). A portion of CompX's sales generated from
its  non-U.S.  operations  are  denominated  in  currencies  other than the U.S.
dollar,  principally the Canadian dollar, the euro and the New Taiwan dollar. In
addition,  approximately  60% of  CompX's  sales  generated  from  its  Canadian
operations are  denominated in the U.S.  dollar.  Most raw materials,  labor and
other production costs for such non-U.S. operations are denominated primarily in
local  currencies.  Consequently,  the translated  U.S.  dollar value of CompX's
foreign  sales and  operating  results  are subject to  currency  exchange  rate
fluctuations which may favorably or unfavorably impact reported earnings and may
affect  comparability of period-to-period  operating results.  During the second
quarter and first six months of 2002, currency exchange rate fluctuations of the
Canadian  dollar and the New Taiwan  dollar  negatively  impacted the  Company's
sales  comparisons  with the  corresponding  period of the prior  year,  however
currency  exchange  rate  fluctuations  with  respect to the euro  substantially
offset  this  negative  impact  (principally  with  respect to slide  products).
Excluding the effect of currency,  the  Company's net sales  decreased 5% in the
second  quarter  of 2002 and  decreased  11% in the  first  six  months  of 2002
compared to the  corresponding  periods in 2001.  The net sales of the Company's
CompX Waterloo/CompX Regout segment decreased 9% and 15% for the same comparable
periods. Currency exchange rate fluctuations with respect to the Canadian dollar
positively  affected CompX's operating income comparisons with the corresponding
period of the prior year whereas  exchange rate  fluctuations  in the euro,  New
Taiwan dollar and other  currencies  did not materially  impact these  operating
income comparisons. Excluding the effect of currency, operating income decreased
49% and 59% in the second  quarter and first six months of 2002 compared to 2001
and operating income for the CompX  Waterloo/CompX  Regout segment decreased 49%
and 76%, for the same comparable periods.

     Outlook.  The Company  currently  expects that soft market  conditions will
continue  for  the  near-term  in  the  office  furniture  market,  the  primary
end-market for the Company's products.  As a result,  sales volumes are expected
to remain at  depressed  levels for at least the  remainder  of the year,  while
competitive  pricing  pressures  are  expected  to  continue.  Furthermore,  the
worldwide  steel price increase that followed the steel tariff imposed this year
by the United States  government  are expected to continue to negatively  impact
margins on the Company's precision slide and ergonomic computer support products
where steel is the primary raw  material.  The Company will continue to focus on
cost  improvement  initiatives and prudent balance sheet  management in order to
minimize  the impact of lower  sales to the  office  furniture  industry  and to
develop value-added  customer  relationships to improve operating  earnings.  In
connection  with these cost  improvement  initiatives,  the Company may consider
strategies  that could  result in  capacity  reductions,  the  consolidation  of
existing facilities and production  rebalancing which, depending on the outcome,
may result in future restructuring charges.

General Corporate and other items

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

     Interest income  decreased in the second quarter and increased in the first
six  months  of 2002 as  compared  to the  corresponding  periods  in 2001.  The
decrease in interest  income is primarily due to lower  interest rates earned on
funds available for investment. The increase in interest income in the six month
period  ending  June  30,  2002 is  primarily  due to a  higher  level  of funds
available for investment in the first half of 2002 compared to the first half of
2001. Also included in other general corporate  income,  net are other gains and
losses on disposals of property and equipment and other assets.

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

     Provision  for income  taxes.  The  principal  reasons  for the  difference
between CompX's effective income tax rates and the U.S. federal statutory income
tax rates are  explained  in Note 8 to the  Consolidated  Financial  Statements.
Income  tax rates vary by  jurisdiction  (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.  The effective tax rate for the
three  months  ended June 30, 2002  increased to 47.0% from 40.3% for the second
quarter  of 2001 due to lower  income  levels  and an  increased  proportion  of
foreign-source income which is taxed at a higher effective tax rate.

     As discussed in Note 9 to the Consolidated Financial Statements,  effective
January 1, 2002,  the  Company no longer  recognizes  periodic  amortization  of
goodwill.  Under GAAP,  generally there is no income tax benefit  recognized for
financial reporting purposes attributable to goodwill amortization. Accordingly,
ceasing  to  periodically  amortize  goodwill  beginning  in  2002  reduced  the
Company's  overall  effective  income tax rate as  compared  to 2001,  partially
offsetting the increased effective tax rate on foreign-source income.

Liquidity and Capital Resources

  Consolidated cash flows

     Operating  activities.  Trends in cash  flows  from  operating  activities,
excluding changes in assets and liabilities, are generally similar to the trends
in the  Company's  earnings.  Such cash flows  totaled  $14.5  million  and $8.2
million in the first six months of 2001 and 2002, respectively,  compared to net
income of $6.4 million and $2.2 million, respectively.

     Changes  in assets  and  liabilities  result  primarily  from the timing of
production,  sales  and  purchases.  Such  changes  in  assets  and  liabilities
generally  tend to even out over time and  result in trends in cash  flows  from
operating activities generally reflecting earnings trends.

     Investing  activities.  Net cash used by investing  activities totaled $7.0
million and $7.5 million in the first six months of 2001 and 2002, respectively.

     The capital  expenditures for 2002 relate primarily to tooling costs at the
Company's  facilities and equipment additions designed to improve  manufacturing
efficiencies at the Company's security products and ergonomic and slide products
facilities.  Capital  expenditures for 2002 are estimated at  approximately  $10
million to $13 million,  the majority of which relate to projects that emphasize
improved  production  efficiency and shifting  production capacity to lower cost
facilities. Firm purchase commitments for capital projects not commenced at June
30, 2002 approximated [$1.5] million.

     Financing  activities.  Net cash  provided  (used) by financing  activities
totaled  $2.0  million and  ($22.8)  million in the first six months of 2001 and
2002,  respectively.  The Company  paid its regular  quarterly  dividend of $1.9
million,  or $.125 per share,  in the second quarter of 2002 ($3.8  million,  or
$.25 per share for the first six months of 2002). In addition,  the Company used
available  cash on hand to reduce its  outstanding  debt by $19  million in June
2002.

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

     Management  believes  that cash  generated  from  operations  and borrowing
availability under the Company's  unsecured  revolving bank credit facility ($70
million  available for borrowing at June 30, 2002),  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital  expenditures,  debt service and dividends for the  foreseeable  future.
CompX expects to renew its existing  revolving bank credit facility prior to its
expiration  in  February  2003.  There can be no  assurance  however,  that such
renewal will occur, or that the Company will be able to obtain  comparable terms
under the new credit facility.

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

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995, the Company cautions that the statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
are  forward-looking   statements  that  represent   management's   beliefs  and
assumptions based on currently available information. Forward-looking statements
can be  identified  by the use of words such as  "believes,"  "intends,"  "may,"
"should," "anticipates," "expected" or comparable terminology, or by discussions
of strategies  or trends.  Although the Company  believes that the  expectations
reflected in such forward-looking  statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct.  Such statements by
their  nature   involve   substantial   risks  and   uncertainties   that  could
significantly  impact expected  results,  and actual future results could differ
materially from those described in such  forward-looking  statements.  Among the
factors  that could cause actual  future  results to differ  materially  are the
risks and  uncertainties  discussed in this Quarterly Report and those described
from  time to time in the  Company's  other  filings  with  the  Securities  and
Exchange  Commission.  While it is not  possible to identify  all  factors,  the
Company  continues  to face many  risks  and  uncertainties  including,  but not
limited to,  future  supply and demand for the  Company's  products,  changes in
costs of raw materials and other operating costs (such as energy costs), general
global economic and political conditions,  demand for office furniture,  service
industry  employment levels,  the possibility of labor disruptions,  competitive
products and prices,  substitute products,  customer and competitor  strategies,
the  introduction  of trade  barriers,  the  impact of  pricing  and  production
decisions,  fluctuations  in the  value of the  U.S.  dollar  relative  to other
currencies (such as the euro, Canadian dollar and New Taiwan dollar),  potential
difficulties in integrating  completed  acquisitions,  uncertainties  associated
with new product  development,  environmental  matters (such as those  requiring
emission and discharge  standards for existing and new  facilities),  government
regulations  and possible  changes  therein,  possible  future  litigation,  the
ability of the Company to renew or obtain credit  facilities and other risks and
uncertainties.   Should  one  or  more  of  these  risks   materialize  (or  the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected.  The Company  disclaims any intention or obligation to update publicly
or revise such statements whether as a result of new information,  future events
or otherwise.


<PAGE>


Part II. OTHER INFORMATION

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

     The Company held its Annual Meeting of  Stockholders  on May 14, 2002. Paul
M. Bass, Jr., David A. Bowers, Edward J. Hardin, Ann Manix, Glenn R. Simmons and
Steven L. Watson were elected as  directors,  each  receiving  votes "For" their
election from over 99% of the  approximately  105.1 million votes eligible to be
voted at the Annual Meeting.

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

        (a)    Exhibits

               10.1 Intercorporate Services Agreement between the Registrant and
                    Contran Corporation effective as of January 1, 2002.

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

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

        (b)    Reports on Form 8-K

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

                      None



<PAGE>


                                   SIGNATURES

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





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




Date August 14, 2002           By /s/ Darryl R. Halbert
     ------------------           ---------------------------
                                  Darryl R. Halbert
                                  Vice President and Controller
                                  (Principal Financial and Accounting Officer)