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, 2004            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  X  No
                                                ---    ---

Number of shares of common stock outstanding on July 15, 2004:
        Class A:   5,156,780
        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, 2003
                  and June 30, 2004                                      3-4

                 Consolidated Statements of Income -
                  Three months and six months ended
                  June 30, 2003 and 2004                                  5

                 Consolidated Statements of Comprehensive Income -
                  Three and six months ended June 30, 2003 and 2004       6

                 Consolidated Statements of Cash Flows -
                  Six months ended June 30, 2003 and 2004                 7

                 Consolidated Statement of Stockholders' Equity -
                  Six months ended June 30, 2004                          8

                 Notes to Consolidated Financial Statements              9-12

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                  13-18

  Item 4.        Controls and Procedures.                               18-19

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



                                     - 2 -
<PAGE>


                            COMPX INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>
<CAPTION>
              ASSETS                                                              December 31,           June 30,
                                                                                      2003                 2004
                                                                                  ------------           --------

Current assets:
<S>                                                                                 <C>                  <C>
  Cash and cash equivalents                                                         $ 21,726             $ 11,618
  Accounts receivable, net                                                            25,737               28,719
  Income taxes receivable from affiliates                                                306                    -
  Refundable income taxes                                                              2,376                   18
  Inventories                                                                         26,317               24,750
  Prepaid expenses and other                                                           1,840                1,076
  Deferred income taxes                                                                1,920                1,980
                                                                                    --------             --------

      Total current assets                                                            80,222               68,161
                                                                                    --------             --------

Other assets:
  Goodwill                                                                            43,325               42,957
  Other intangible assets                                                              1,945                1,822
  Deferred income taxes                                                                  351                  465
  Other                                                                                  422                  421
                                                                                    --------             --------

      Total other assets                                                              46,043               45,665
                                                                                    --------             --------

Property and equipment:
  Land                                                                                 4,746                4,574
  Buildings                                                                           28,605               26,339
  Equipment                                                                          121,142              121,308
  Construction in progress                                                               636                1,271
                                                                                    --------             --------

                                                                                     155,129              153,492

  Less accumulated depreciation                                                       71,940               78,553
                                                                                    --------             --------

      Net property and equipment                                                      83,189               74,939
                                                                                    --------             --------

                                                                                    $209,454             $188,765
                                                                                    ========             ========
</TABLE>


                                     - 3 -

<PAGE>

                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                            December 31,            June 30,
                                                                                   2003                   2004
                                                                                ------------            ---------

Current liabilities:
<S>                                                                                <C>                  <C>
  Accounts payable and accrued liabilities                                         $ 24,019             $ 23,150
  Current portion of long-term debt                                                       -                   37
  Income taxes payable to affiliates                                                      -                   90
  Deferred income taxes                                                                 505                  505
  Income taxes                                                                         -                     975
                                                                                   --------             --------

      Total current liabilities                                                      24,524               24,757
                                                                                   --------             --------

Noncurrent liabilities:
  Long-term debt                                                                     26,000                2,095
  Deferred income taxes                                                               4,550                4,204
  Other non-current liabilities                                                          21                   21
                                                                                   --------             --------

      Total noncurrent liabilities                                                   30,571                6,320
                                                                                   --------             --------

Stockholders' equity:
  Preferred stock                                                                         -                    -
  Class A common stock                                                                   62                   63
  Class B common stock                                                                  100                  100
  Additional paid-in capital                                                        119,437              119,845
  Retained earnings                                                                  43,433               48,271
  Accumulated other comprehensive income
   - currency translation                                                             2,642                  724
  Treasury stock                                                                    (11,315)             (11,315)
                                                                                   --------             --------

      Total stockholders' equity                                                    154,359              157,688
                                                                                   --------            ---------

                                                                                   $209,454             $188,765
                                                                                   ========             ========
</TABLE>






Commitments and contingencies (Note 1)


          See accompanying notes to consolidated financial statements.
                                     - 4 -

<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,
                                                                   -----------------------       -----------------------
                                                                      2003           2004          2003            2004
                                                                   ---------        ------       -------          ------

<S>                                                                <C>             <C>           <C>           <C>
Net sales                                                          $49,706         $56,741       $100,726      $109,871
Cost of goods sold                                                  41,800          43,544         83,997        86,532
                                                                   -------         -------       --------      --------

    Gross margin                                                     7,906          13,197         16,729        23,339

Selling, general and administrative expense                          7,038           7,593         14,031        15,006
                                                                   -------         -------       --------      --------

    Operating income                                                   868           5,604          2,698         8,333

Other general corporate (income) expense, net                           (3)           (293)           488          (510)
Interest expense                                                       322             147            663           356
                                                                   -------         -------        -------      --------

    Income before income taxes                                         549           5,750          1,547         8,487

Provision for income taxes                                             242           2,472            681         3,649
                                                                   -------         -------        -------      --------

    Net income                                                     $   307         $ 3,278        $   866      $  4,838
                                                                   =======         =======        =======      ========


Basic and diluted earnings per common share                        $   .02         $   .22        $   .06      $    .32
                                                                   =======         =======        =======      ========

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




Shares used in the calculation of per share amounts:
Basic earnings per common share                                     15,120          15,134        15,118         15,130
Dilutive impact of outstanding stock options                          -                 20          -                10
                                                                   -------         -------       -------       --------

Diluted common shares                                               15,120          15,154        15,118         15,140
                                                                   =======         =======       =======       ========
</TABLE>



          See accompanying notes to consolidated financial statements.
                                     - 5 -


<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                   ------------------------       ----------------------
                                                                      2003           2004           2003           2004
                                                                   ---------        -------       --------       -------

<S>                                                                <C>             <C>             <C>           <C>
Net income                                                         $   307         $ 3,278         $   866       $ 4,838

Other comprehensive income (loss) -
 currency translation adjustment, net of tax                         4,798            (479)          8,507        (1,918)
                                                                   -------         --------        -------        ------

    Comprehensive income                                           $ 5,105         $ 2,799         $ 9,373       $ 2,920
                                                                   =======         =======         =======       =======
</TABLE>





          See accompanying notes to consolidated financial statements.
                                     - 6 -


<PAGE>

                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Six months ended June 30, 2003 and 2004

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                            2003             2004
                                                                                            ----             ----

Cash flows from operating activities:
<S>                                                                                        <C>              <C>
  Net income                                                                               $   866          $  4,838
  Depreciation and amortization                                                              7,051             7,285
  Deferred income taxes                                                                       (829)             (682)
  Other, net                                                                                   228               218
  Change in assets and liabilities:
    Accounts receivable                                                                        (84)           (3,469)
    Inventories                                                                                 (9)            1,252
    Accounts payable and accrued liabilities                                                   195              (226)
    Accounts with affiliates                                                                  (230)              306
    Income taxes                                                                             1,000             3,397
    Other, net                                                                                 183               736
                                                                                           -------          --------

      Net cash provided by operating activities                                              8,371            13,655
                                                                                           -------          --------

Cash flows from investing activities:
  Capital expenditures                                                                      (4,222)           (1,806)
  Proceeds from sale of fixed assets                                                            64             2,119
                                                                                           -------          --------

      Net cash provided (used) by investing activities                                      (4,158)              313
                                                                                           -------          --------

Cash flows from financing activities:
  Indebtedness:
     Additions                                                                               1,000             2,252
     Principal payments                                                                     (2,006)          (26,078)
  Proceeds from issuance of common stock                                                         -               330
  Deferred financing costs paid                                                               (416)              (28)
  Dividends                                                                                 (1,889)             -
                                                                                           -------          ---------

      Net cash used by financing activities                                                 (3,311)          (23,524)
                                                                                           -------          --------

Cash and cash equivalents - net change from:
  Operating, investing and financing activities                                                 902            (9,556)
  Currency translation                                                                          248              (552)
Cash and cash equivalents at beginning of period                                             12,407            21,726
                                                                                            -------          --------

Cash and cash equivalents at end of period                                                  $13,557          $ 11,618
                                                                                            =======          ========

Supplemental disclosures - cash paid for:
  Interest                                                                                  $   809          $    428
  Income taxes                                                                                1,258               477
</TABLE>





          See accompanying notes to consolidated financial statements.
                                     - 7 -



<PAGE>

                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         Six months ended June 30, 2004

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                                           other
                                                                                       comprehensive
                                          Common Stock        Additional               income (loss)-                   Total
                                    ---------------------      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, 2003          $62           $100       $119,437      $43,433      $  2,642       $(11,315)      $154,359

Net income                             -              -           -            4,838          -             -              4,838

Other comprehensive income, net        -              -           -             -           (1,918)         -             (1,918)

Issuance of common stock                1             -             408         -             -             -                409
                                      ---           ----       --------      -------      --------       --------       --------

Balance at June 30, 2004              $63           $100       $119,845      $48,271      $    724       $(11,315)      $157,688
                                      ===           ====       ========      =======      ========       ========       ========
</TABLE>



          See accompanying notes to consolidated financial statements.
                                     - 8 -




<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, 2003 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated  balance sheet at June 30, 2004 and the consolidated  statements of
income,  comprehensive  income,  stockholders'  equity  and cash  flows  for the
interim  periods ended June 30, 2003 and 2004 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, 2003 (the "2003 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 2003 Annual
Report.

     At June  30,  2004,  Valhi,  Inc.  (NYSE:  VHI)  and  Valhi's  wholly-owned
subsidiary Valcor,  Inc. owned an aggregate of 68% of the Company's  outstanding
common stock,  and a wholly owned subsidiary of Titanium Metals  Corporation,  a
less than  majority  owned  affiliate of Valhi,  owned an  additional  9% of the
Company's outstanding common stock. At June 30, 2004, Contran Corporation holds,
directly  or through  subsidiaries,  approximately  90% 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.  Mr. Simmons,  the
Chairman  of the Board of each of Contran,  Valhi and  Valcor,  may be deemed to
control such companies and the Company.


     Stock options. As disclosed in the 2003 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. 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 interim periods of 2003 or 2004.

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

                                     - 9 -
<PAGE>

<TABLE>
<CAPTION>
                                                                     Three months ended               Six months ended
                                                                           June 30,                        June 30,
                                                                  ----------------------         -----------------------
                                                                    2003          2004             2003           2004
                                                                  -------        ------           ------         ------

<S>                                                               <C>            <C>              <C>            <C>
Net income, as reported                                           $   307        $3,278           $  866         $4,838
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                                                         (219)         (136)            (437)          (272)
                                                                  -------        ------           ------         ------

Pro forma net income                                              $    88        $3,142           $  429         $4,566
                                                                  =======        ======           ======         ======

Earnings per share - basic and diluted:
  As reported                                                     $   .02        $  .22           $  .06         $  .32
                                                                  =======        ======           ======         ======

  Pro forma                                                       $   .01        $  .21           $  .03         $  .30
                                                                  =======        ======           ======         ======
</TABLE>

Note 2 -       Business segment information:

<TABLE>
<CAPTION>
                                                                      Three months ended               Six months ended
                                                                            June 30,                        June 30,
                                                                    ----------------------         -----------------------
                                                                       2003          2004             2003           2004
                                                                     -------        ------           ------         ------

Net sales:
<S>                                                                   <C>           <C>            <C>             <C>
  CompX Waterloo                                                      $22,926       $26,484        $ 46,697        $ 51,216
  CompX Security Products                                              18,835        19,685          37,264          38,449
  Thomas Regout                                                         8,221        10,738          17,314          20,597
  Intersegment sales                                                     (276)         (166)           (549)           (391)
                                                                      -------       -------        --------        --------
    Total net sales                                                   $49,706       $56,741        $100,726        $109,871
                                                                      =======       =======        ========        ========

Operating income (loss):
  CompX Waterloo                                                      $  (587)      $ 2,396         $  (127)        $ 2,744
  CompX Security Products                                               2,468         2,768           4,691           5,117
  Thomas Regout                                                        (1,013)          440          (1,866)            472
                                                                      -------       -------         -------         -------

    Total operating income                                                868         5,604           2,698           8,333

Interest expense                                                         (322)         (147)           (663)           (356)
Other general corporate income
(expense),  net                                                             3           293            (488)            510
                                                                      -------       -------         -------         -------

  Income before income taxes                                          $   549       $ 5,750         $ 1,547         $ 8,487
                                                                      =======       =======         =======         =======
</TABLE>

Note 3 -       Inventories:

<TABLE>
<CAPTION>
                                                                                  December 31,          June 30,
                                                                                      2003                2004
                                                                                 ------------           --------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
Raw materials                                                                        $ 6,170             $ 5,939
Work in process                                                                       10,852              10,331
Finished products                                                                      9,166               8,309
Supplies                                                                                 129                 171
                                                                                     -------             -------

                                                                                     $26,317             $24,750
                                                                                     =======             =======
</TABLE>

                                     - 10 -

<PAGE>


Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                                                   December 31,         June 30,
                                                                                      2003                2004
                                                                                   ------------         ---------
                                                                                         (In thousands)

Accounts payable                                                                     $ 8,597             $ 9,173
Accrued liabilities:
<S>                                                                                    <C>                 <C>
  Employee benefits                                                                    7,660               8,770
  Insurance                                                                              374                 403
  Royalties                                                                              243                  93
  Restructuring                                                                        3,223                 385
  Sales rebates                                                                          805                 722
  Deferred gain on sale/leaseback                                                        485                -
  Other                                                                                2,632               3,604
                                                                                     -------             -------

                                                                                     $24,019             $23,150
                                                                                     =======             =======
</TABLE>

     In  2003,   the  Company   recorded  a  $3.3  million   charge  related  to
restructuring its Thomas Regout operations.  The charge represents  severance to
be paid to approximately  100 terminated  employees.  In the first six months of
2004, the Company paid $2.8 million in severance benefits.  Substantially all of
the remaining severance is expected to be paid during the third quarter of 2004.

Note 5 - Indebtedness:


<TABLE>
<CAPTION>
                                                                                  December 31,         June 30,
                                                                                      2003               2004
                                                                                  -------------        ----------
                                                                                         (In thousands)

<S>                                                                                  <C>                 <C>
Revolving bank credit facility                                                       $26,000             $ 2,000
Capital lease obligations                                                                                    132
                                                                                      ------              ------
                                                                                      26,000               2,132
Less current portion                                                                       -                  37
                                                                                     -------              ------

                                                                                     $26,000             $ 2,095
                                                                                     =======             =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                      --------------------          --------------------=
                                                                      2003           2004           2003           2004
                                                                     ------          -----          ----           ----

<S>                                                                    <C>           <C>             <C>            <C>
Interest income                                                        $ 35          $  28           $  86          $  68
Currency transactions, net                                              (29)           172            (624)           315
Other, net                                                               (3)            93              50            127
                                                                       ----          -----           -----          -----

                                                                       $  3          $ 293           $(488)         $ 510
                                                                       ====          =====           =====          =====
</TABLE>

                                     - 11 -

<PAGE>


Note 7 - Provision for income taxes:

<TABLE>
<CAPTION>
                                                                       Three months ended             Six months ended
                                                                           June 30,                        June 30,
                                                                      ---------------------         --------------------
                                                                      2003           2004            2003           2004
                                                                      ----           ------         ------          -----

<S>                                                                   <C>          <C>               <C>          <C>
Expected tax expense                                                  $ 192        $ 2,012           $ 541        $ 2,970
Non-U.S. tax rates                                                        -            (92)            (67)          (123)
Incremental U.S. tax on earnings of foreign
 subsidiaries                                                           119            415             336            604
State income taxes                                                       83            259             109            286
Other, net                                                             (152)          (122)           (238)           (88)
                                                                      -----         ------           -----         ------

                                                                      $ 242        $ 2,472           $ 681        $ 3,649
                                                                      =====        =======           =====        =======
</TABLE>

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.  At each
balance  sheet  date,  any  such   outstanding   currency  forward  contract  is
marked-to-market with any resulting gain or loss recognized in income currently.
These  contracts  are not accounted  for as hedging  instruments  under GAAP. At
December  31,  2003,  the  Company  held a series of  contracts  to manage  such
exchange  rate risk to exchange an aggregate  of U.S.  $4.2 million for Canadian
dollars at exchange  rates of Cdn.  $1.30 to Cdn.  $1.33 per U.S.  dollar.  Such
contracts  matured  through  February 2004. The exchange rate was Cdn. $1.31 per
U.S. dollar at December 31, 2003. At June 30, 2004, the Company held a series of
contracts  to manage such  exchange  rate risk to exchange an  aggregate of U.S.
$2.9 million for Canadian  dollars at exchange rates of Cdn. $1.35 to Cdn. $1.39
per U.S.  dollar.  Such contracts  mature through August 2004. The exchange rate
was Cdn. $1.35 per U.S. dollar at June 30, 2004.


                                     - 12 -

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

Overview

     The Company  reported net income of $3.3  million in the second  quarter of
2004  compared to net income of  $307,000  for the second  quarter of 2003.  The
Company  reported  net  income of $4.8  million  in the first six months of 2004
compared  to net  income  of  $866,000  for the first  six  months of 2003.  The
improvement in net income  primarily  resulted from the  combination of improved
precision  slide  product  sales  and the  favorable  effect  of cost  reduction
initiatives undertaken in 2002 and 2003.

Results of Operations

<TABLE>
<CAPTION>
                                               Three months ended                   Six months ended
                                                     June 30,                             June 30,
                                            -----------------------     %          --------------------         %
                                             2003             2004    Change       2003            2004       Change
                                             ----             ----    ------       ----            ----       ------
                                                       (In millions, except percentages)

Net sales:
<S>                                          <C>            <C>         <C>        <C>          <C>             <C>
  CompX Waterloo                             $22,926        $26,484     16%        $46,697      $ 51,216        10%
  CompX Security Products                     18,835         19,685      5%         37,264        38,449         3%
  Thomas Regout                                8,221         10,738     31%         17,314        20,597        19%
  Intersegment sales                            (276)          (166)   -40%           (549)         (391)      -29%
                                             -------        -------                -------      --------

    Total net sales                          $49,706        $56,741     14%       $100,726      $109,871         9%
                                             =======        =======               ========      ========

Operating income (loss):
  CompX Waterloo                             $  (587)       $ 2,396      n.m.      $  (127)     $  2,744         n.m.
  CompX Security Products                      2,468          2,768     12%          4,691         5,117         9%
  Thomas Regout                               (1,013)           440      n.m.       (1,866)          472         n.m.
                                             -------        -------                -------      --------

    Total operating income                   $   868        $ 5,604    546%        $ 2,698      $  8,333       209%
                                             =======        =======                =======      ========
</TABLE>

n.m. = not meaningful

     Sales for the respective  product lines for the interim periods of 2003 and
2004 are as follows:

<TABLE>
<CAPTION>
                                               Three months ended                   Six months ended
                                                     June 30,                             June 30,
                                            -----------------------     %          --------------------         %
                                             2003             2004    Change       2003            2004       Change
                                             ----             ----    ------       ----            ----       ------
                                                       (In millions, except percentages)

Precision ball-bearing
<S>                                           <C>         <C>           <C>       <C>          <C>            <C>
 slides                                       $21,340     $27,270       28%       $44,509      $ 52,052       17%
Security products                              18,835      19,685        5%        37,264        38,449        3%
Ergonomic computer support
 systems                                        7,101       6,756       -5%        13,889        13,318       -4%
Other products                                  2,430       3,030       25%         5,064         6,052       20%
                                              -------     -------                 -------      --------

                                              $49,706     $56,741       14%      $100,726      $109,871        9%
                                              =======     =======                ========      ========
</TABLE>

     Currency.  CompX has substantial  operations and assets located outside the
United  States (in Canada,  the  Netherlands  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,  the euro 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.

                                     - 13 -

<PAGE>

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 CompX Waterloo and Thomas Regout segments,  and do not
materially affect the CompX Security Products segment. Net sales were positively
impacted while  operating  income was negatively  impacted by currency  exchange
rates in the following  amounts by segment as compared to the currency  exchange
rates in effect during the corresponding period in the prior year:

<TABLE>
<CAPTION>
                                                               Three months ended           Six months ended
                                                                  June 30, 2004               June 30, 2004
                                                               ------------------           ---------------

Impact on net sales:
<S>                                                                      <C>                      <C>
  CompX Waterloo                                                         $ 339                    $1,446
  CompX Security Products                                                    -                         -
  Thomas Regout                                                            608                     1,985
                                                                         -----                    ------

    Total impact on net sales                                            $ 947                    $3,431
                                                                         =====                    ======

Impact on operating income:
  CompX Waterloo                                                         $(117)                   $ (804)
  CompX Security Products                                                    -                         -
  Thomas Regout                                                             51                       110
                                                                         -----                    ------

    Total impact on operating income                                     $ (66)                   $ (694)
                                                                         =====                    ======
</TABLE>

     Net sales.  Net sales  increased $7.0 million,  or 14%, to $56.7 million in
the second quarter of 2004 from $49.7 million in the second quarter of 2003. Net
sales increased $9.1 million,  or 9%, to $109.9 million for the first six months
of 2004 from $100.7 million in the first six months of 2003. These increases are
due primarily to the net effect of fluctuations  in currency  exchange rates (as
discussed above),  increased sales volumes of slide and security  products,  the
effect of price  increases  for certain  products at CompX  Waterloo  and Thomas
Regout and slightly lower sales volumes of ergonomic products.

     Cost of goods sold.  The Company's  cost of goods sold  increased 4% in the
second quarter of 2004 compared to 2003 while net sales increased 14% during the
same  period.  Cost of goods sold  increased  3% in the first six months of 2004
compared to 2003,  while net sales  increased  9%. The  Company's  gross  margin
percentage increased from 16% in the second quarter of the 2003 period to 23% in
the 2004 period and increased from 17% to 21% in the first six months of 2004 as
compared to the first six months of 2003.  This  improvement  resulted  from the
favorable  impact of the cost  reduction  efforts  undertaken  in 2002 and 2003,
including   retooling  of  the  Company's  Byron  Center,   Michigan   facility,
consolidation of two Canadian  facilities into one facility and restructuring of
the Thomas  Regout  operations.  Gross margin  comparisons  were also  favorably
impacted by price  increases  on certain  products at CompX  Waterloo,  relative
changes in product mix at CompX Security Products, and expenses of approximately
$800,000 during the first six months of 2003  associated with the  consolidation
of the two Canadian facilities  (approximately $400,000 in the second quarter of
2003).  The Company  has  experienced  an increase in the cost of raw  material,
principally steel which primarily impacted its precision slide products,  during
the first  six-months  of 2004.  However,  the  impact on gross  margin has been
substantially  mitigated  through  surcharges and price increases that have been
passed on to customers.

     Selling, general, and administrative expense. As a percentage of net sales,
selling,  general, and administrative expense was 14% of net sales in the second
quarter of 2003 and 13% in the second  quarter of 2004. For the first six months
of each year, selling, general, and administrative expense was 14% of net sales.

                                     - 14 -

<PAGE>


     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.  Net currency  exchange  transaction  gains  (losses)
improved  approximately  $201,000 from the second  quarter of 2003 to the second
quarter of 2004 and approximately  $939,000 from the first six months of 2003 to
the first six months of 2004 as the  intra-quarter  swings in currency  exchange
rates were less volatile in 2004.

     Interest expense.  Interest expense declined in the interim periods of 2004
compared to 2003 due primarily to lower average levels of outstanding  debt. The
Company  expects  interest  expense will  continue to be lower during the second
half of 2004 as compared to the second half of 2003 due 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  (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.

     Outlook.  While demand has improved  across most product  segments  certain
customers are seeking lower cost Asian sources as  alternatives to the Company's
products.  Although CompX believes the impact of this will be mitigated  through
ongoing  initiatives  to expand both new products and new market  opportunities,
the recent  increase in order rates may be moderated to a certain  extent in the
near term. 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 has responded to the competitive pricing pressure
in part by reducing production cost through product reengineering or improvement
in  manufacturing  processes,  moving  production to lower-cost  facilities  and
providing  value-added customer support services that foreign  manufacturers are
generally unable to provide.  However,  in some cases the Company has determined
to forgo  unprofitable  future  sales in  response  to the  competitive  pricing
pressures.

     Additionally,  the Company's cost for steel continues to rise  dramatically
due to the continued high demand and shortages worldwide.  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.  The Company currently expects to
realize  annual cost  savings of $3.5 million to $4 million as the result of the
2003 Thomas Regout  headcount  reduction.  Although the Thomas Regout  operating
results are expected to improve, the Company is evaluating the strategic role of
the Thomas Regout operations, including the possible sale of some or all of such
operations,  and  additional  actions  could be taken in the  future  that could
result in significant  charges for asset  impairment,  including  goodwill,  and
other costs in future  periods.  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.

                                     - 15 -

<PAGE>

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 or business acquisitions.

     At June 30, 2004, substantially all of the Company's indebtedness consisted
of the $2.0 million  outstanding  under its revolving bank credit  facility that
matures in January 2006.  Because the maturity date of the  indebtedness  is not
until 2006,  the  Company  does not expect it will be required to use any of its
cash flow from operating activities generated during 2004 to repay indebtedness,
although it may choose to do so (as  evidenced by the  Company's  repayment of a
net $24.0 million under the revolving bank credit  facility during the first six
months of 2004).


     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  provided  cash of  approximately  $2.0
million in the first six months of 2004  compared  to $1.1  million in the first
six months of 2003.

     Investing activities. The capital expenditures for 2004 relate primarily to
equipment  additions  designed to utilize new  technologies  thereby  increasing
automation and improving manufacturing efficiencies at the Company's facilities.
Capital  expenditures for 2004 are estimated at approximately  $10 million,  the
majority  of  which  relate  to  projects  that  emphasize  improved  production
efficiency  and the shifting of  production  capacity to lower cost  facilities.
Firm purchase  commitments  for capital  projects not commenced at June 30, 2004
approximated $3.6 million.

     In June 2004, the Company received approximately $2.1 million from the sale
of its surplus Trillium facility in Ontario,  Canada, which approximated the net
carrying value of such facility.

     Financing  activities.  The  Company  paid a  quarterly  dividend  of  $1.9
million,  or $.125 per  share,  in the first  quarter of 2003,  but the  Company
suspended its regular  quarterly  dividend in the second quarter of 2003. During
the first six months of 2004,  the Company  repaid a net $24.0 million under its
revolving bank credit facility.

     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

                                     - 16 -

<PAGE>

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.  Other than certain  operating  leases discussed in
the 2003 Annual Report,  neither CompX nor any of its subsidiaries or affiliates
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 (if declared).  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,  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.

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
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 and steel 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    The ability to  implement  headcount  reductions  in a cost  effective
          manner within the  constraints of non-U.S.  governmental  regulations,
          and the timing and amount of any cost savings,
     o    Competitive products and prices,  including increased competition from
          low-cost manufacturing sources (such as China),
     o    Substitute products,
     o    Customer and competitor strategies,

                                     - 17 -

<PAGE>

     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 euro, 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.

     The Company maintains a system of disclosure  controls and procedures.  The
term  "disclosure  controls and  procedures,"  as defined by  regulations of the
Securities  and  Exchange  Commission  (the  "SEC"),  means  controls  and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive  officer and its principal  financial  officer,  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 June 30,
2004. Based upon their evaluation,  these executive officers have concluded that
the Company's disclosure controls and procedures are effective as of the date of
such evaluation.

     The Company also  maintains a system of internal  controls  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  accounting
principles  generally  accepted in the United  States of America  ("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.

                                     - 18 -

<PAGE>

     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  system  of  internal  controls  over
financial  reporting  during the quarter ended June 30, 2004 that has materially
affected,  or is reasonably likely to materially affect, the Company's system of
internal controls over financial reporting.






                                     - 19 -


<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 19, 2004. Paul
M. Bass,  Jr., David A. Bowers,  Keith R. Coogan,  Edward J. Hardin,  Ann Manix,
Glenn R. Simmons and Steven L. Watson were elected as directors,  each receiving
votes "For" their  election  from over 98% of the  approximately  104.6  million
votes eligible to be voted at the Annual Meeting.

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

        (a)    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,  Corporate
                    Governance  Guidelines and Audit Committee Charter,  each as
                    approved  by the Board of  Directors,  upon  request.  These
                    documents   are  also   available  on  CompX's   website  at
                    www.compxnet.com.  Requests  for any of the above  documents
                    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.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended June 30, 2004.

               April 29, 2004 - Reported items 9 and 12.


                                     - 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 July 27, 2004                By /s/ Darryl R. Halbert
     -----------------               ---------------------------
                                     Darryl R. Halbert
                                     Vice President, Chief Financial Officer
                                     and Controller

                                     - 21 -