SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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





For the quarter ended March 31, 2000            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 incorporation or
         organization)                                 Identification No.)


            16825 Northchase Drive, Suite 1200, Houston. Texas 77060
-------------------------------------------------------------------------------
       (Address of principal executive offices)    (Zip Code)



Registrant's telephone number, including area code:   (281) 423-3377
                                -----------


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 May 5, 2000: 6,149,380.


<PAGE>



                            COMPX INTERNATIONAL INC.

                                      INDEX




                                                                      Page
                                                                     number

Part I.          FINANCIAL INFORMATION

  Item 1.        Financial Statements.

                 Consolidated Balance Sheets - December 31, 1999
                  and March 31, 2000                                     3-4

                 Consolidated Statements of Income -
                  Three months ended March 31, 1999 and 2000              5

                 Consolidated Statements of Comprehensive Income -
                  Three months ended March 31, 1999 and 2000              6

                 Consolidated Statement of Stockholders' Equity -
                  Three months ended March 31, 2000                       7

                 Consolidated Statements of Cash Flows -
                  Three months ended March 31, 1999 and 2000              8-9

                 Notes to Consolidated Financial Statements              10-12

  Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                   13-15

Part II.         OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.                        16


<PAGE>


                            COMPX INTERNATIONAL INC.

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
              ASSETS                                    December 31    March 31,
                                                            1999         2000
                                                            ----         ----

Current assets:
<S>                                                       <C>           <C>
  Cash and cash equivalents ........................      $ 12,169      $ 13,717
  Accounts receivable ..............................        29,053        30,997
  Income taxes receivable from affiliates ..........            22          --
  Refundable income taxes ..........................           462           352
  Inventories ......................................        27,659        34,374
  Prepaid expenses and other .......................         1,858         1,794
  Deferred income taxes ............................         1,258           893
                                                          --------      --------

      Total current assets .........................        72,481        82,127
                                                          --------      --------

Other assets:
  Goodwill .........................................        41,697        43,474
  Other intangible assets ..........................         2,787         2,697
  Deferred income taxes ............................         2,499         1,885
  Other ............................................           203           579
                                                          --------      --------

      Total other assets ...........................        47,186        48,635
                                                          --------      --------

Property and equipment:
  Land .............................................         3,549         3,480
  Buildings ........................................        27,898        27,432
  Equipment ........................................        70,242        71,884
  Construction in progress .........................         6,710         8,048
                                                          --------      --------
                                                           108,399       110,844
  Less accumulated depreciation ....................        25,154        26,656
                                                          --------      --------

      Net property and equipment ...................        83,245        84,188
                                                          --------      --------

                                                          $202,912      $214,950
                                                          ========      ========
</TABLE>




<PAGE>



          See accompanying notes to consolidated financial statements.

                            COMPX INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                  December 31,    March 31,
                                                         1999            2000
                                                         ----            ----

Current liabilities:
<S>                                                    <C>            <C>
  Current maturities of long-term debt ...........     $   1,367      $   1,161
  Accounts payable and accrued liabilities .......        25,389         23,679
  Income taxes payable to affiliates .............          --              116
  Income taxes ...................................            91            476
                                                       ---------      ---------

      Total current liabilities ..................        26,847         25,432
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        20,900         32,043
  Deferred income taxes ..........................         3,223          3,102
  Accrued pension costs ..........................         1,209          1,222
  Other ..........................................         1,274          1,212
                                                       ---------      ---------

      Total noncurrent liabilities ...............        26,606         37,579
                                                       ---------      ---------

Minority interest ................................           103           --
                                                       ---------      ---------

Stockholders' equity:
  Preferred stock ................................          --             --
  Class A common stock ...........................            61             61
  Class B common stock ...........................           100            100
  Additional paid-in capital .....................       118,067        118,103
  Retained earnings ..............................        37,415         41,964
  Accumulated other comprehensive income
   - currency translation ........................        (6,287)        (8,289)
                                                       ---------      ---------

      Total stockholders' equity .................       149,356        151,939
                                                       ---------      ---------

                                                       $ 202,912      $ 214,950
                                                       =========      =========
</TABLE>






Commitments and contingencies (Note 1)


<PAGE>


                            COMPX INTERNATIONAL INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)


<TABLE>
<CAPTION>
                                                             1999        2000
                                                             ----        ----

<S>                                                        <C>         <C>
Net sales ..............................................   $ 55,204    $ 66,067
                                                           --------    --------

Costs and expenses:
  Cost of sales ........................................     39,071      48,523
  Selling, general and administrative ..................      6,534       6,818
  Other income, net ....................................       (125)       (227)
  Interest expense .....................................        394         533
                                                           --------    --------

                                                             45,874      55,647
                                                           --------    --------

    Income before income taxes and minority interest ...      9,330      10,420

Provision for income taxes .............................      3,451       3,855
                                                           --------    --------

    Income before minority interest ....................      5,879       6,565

Minority interest ......................................        (42)         (3)
                                                           --------    --------

    Net income .........................................   $  5,921    $  6,568
                                                           ========    ========

Basic and diluted earnings per common share ............   $    .37    $    .41
                                                           ========    ========

Cash dividends per share ...............................   $   --      $  0.125
                                                           ========    ========

Shares used in the calculation of per share amounts:
  Basic earnings per common share ......................     16,145      16,148
  Dilutive impact of outstanding stock options .........          1           8
                                                           --------    --------

  Diluted earnings per common share ....................     16,146      16,156
                                                           ========    ========
</TABLE>




<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)



<TABLE>
<CAPTION>
                                                             1999         2000
                                                             ----         ----


<S>                                                        <C>          <C>
Net income ...........................................     $ 5,921      $ 6,568

Other comprehensive income -
  currency translation adjustment, net of tax ........      (2,566)      (2,002)
                                                           -------      -------

      Comprehensive income ...........................     $ 3,355      $ 4,566
                                                           =======      =======
</TABLE>











<PAGE>


                            COMPX INTERNATIONAL INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        Three months ended March 31, 2000

                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                     other
                                                                                 comprehensive
                                                         Additional                  income -      Total
                                       Common Stock        paid-in     Retain       currency   stockholders'
                                    Class A     Class B    capital     earnings    translation     equity
                                    -------     -------  ----------   ---------   -------------  ---------


<S>                               <C>         <C>         <C>         <C>          <C>          <C>
Balance at December 31, 1999 ..   $      61   $     100   $ 118,067   $  37,415    $  (6,287)   $ 149,356

Net income ....................        --          --          --         6,568         --          6,568

Other comprehensive income, net        --          --          --          --         (2,002)      (2,002)

Cash dividends ................        --          --          --        (2,019)        --         (2,019)

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

Balance at March 31, 2000 .....   $      61   $     100   $ 118,103   $  41,964    $  (8,289)   $ 151,939
                                  =========   =========   =========   =========    =========    =========
</TABLE>







<PAGE>



                            COMPX INTERNATIONAL INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)

<TABLE>
<CAPTION>
                                                         1999         2000
                                                         ----         ----

Cash flows from operating activities:
<S>                                                    <C>         <C>
  Net income .......................................   $  5,921    $  6,568
  Depreciation and amortization ....................      2,348       3,235
  Deferred income taxes ............................         25         326
  Other, net .......................................         49        (354)
                                                       --------    --------
                                                          8,343       9,775
  Change in assets and liabilities:
    Accounts receivable ............................     (1,255)       (635)
    Inventories ....................................       (355)     (2,692)
    Accounts payable and accrued liabilities .......     (5,247)     (1,547)
    Accounts with affiliates .......................         40         (33)
    Income taxes ...................................       (411)        606
    Other, net .....................................       (366)       (237)
                                                       --------    --------

      Net cash provided by operating activities ....        749       5,237
                                                       --------    --------

Cash flows from investing activities:
  Capital expenditures .............................     (5,543)     (4,322)
  Purchase of business units .......................    (52,110)     (9,409)
  Other, net .......................................         40         263
                                                       --------    --------

      Net cash used by investing activities ........    (57,613)    (13,468)
                                                       --------    --------

Cash flows from financing activities:
  Indebtedness:
     Additions .....................................     20,000      12,062
     Principal payments ............................       (192)       (375)
  Dividends ........................................       --        (2,019)
  Issuance of common stock .........................       --            36
                                                       --------    --------

      Net cash provided by financing activities ....     19,808       9,704
                                                       --------    --------

Net increase (decrease) in cash and cash equivalents   $(37,056)   $  1,473
                                                       ========    ========
</TABLE>


<PAGE>


          See accompanying notes to consolidated financial statements.

                            COMPX INTERNATIONAL INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   Three months ended March 31, 1999 and 2000

                                 (In thousands)

<TABLE>
<CAPTION>
                                                       1999         2000
                                                       ----         ----

Cash and cash equivalents:
  Net change from operating, investing
<S>                                                  <C>         <C>
   and financing activities ......................   $(37,056)   $  1,473
  Business units acquired ........................      4,157         250
  Currency translation ...........................         75        (175)
                                                     --------    --------
                                                      (32,824)      1,548

  Balance at beginning of period .................     47,363      12,169
                                                     --------    --------

  Balance at end of period .......................   $ 14,539    $ 13,717
                                                     ========    ========

Supplemental disclosures:
  Cash paid for:
    Interest .....................................   $    158    $    453
    Income taxes .................................      3,715       2,915


Business units acquired - net assets consolidated:
    Cash and cash equivalents ....................   $  4,157    $    250
    Goodwill and other intangible assets .........     14,826       2,514
    Other non-cash assets ........................     52,799       8,429
    Liabilities ..................................    (19,672)     (1,784)
                                                     --------    --------

    Cash paid ....................................   $ 52,110    $  9,409
                                                     ========    ========
</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,  1999  has been
condensed from the Company's audited  consolidated  financial statements at that
date.  The  consolidated  balance  sheet at March 31, 2000 and the  consolidated
statements of income,  comprehensive income, stockholders' equity and cash flows
for the interim  periods ended March 31, 1999 and 2000 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 generally accepted  accounting  principles 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, 1999 (the "1999 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 1999
Annual Report.

        The  Company  is 64%  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 either by trusts
established for the benefit of certain  children and  grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee,  or by Mr. Simmons directly.  Mr.
Simmons,  the  Chairman  of the  Board and Chief  Executive  Officer  of each of
Contran,  Valhi and  Valcor,  may be deemed to control  such  companies  and the
Company.

         The Company  will adopt  Statement of  Financial  Accounting  Standards
("SFAS") No. 133, Accounting for Derivative  Instruments and Hedging Activities,
as amended,  no later than the first  quarter of 2001.  Under SFAS No. 133,  all
derivatives  will be recognized as either assets or liabilities  and measured at
fair value.  The accounting for changes in fair value of derivatives will depend
upon the intended use of the  derivative.  The impact on the Company of adopting
SFAS No. 133, if any, has not yet been  determined,  but will be dependent  upon
the extent to which the Company is a party to  derivative  contracts  or hedging
activities  covered  by  SFAS  No.  133  at  the  time  of  adoption,  including
derivatives  embedded in  non-derivative  host  contracts.  As  permitted by the
transition  requirements  of SFAS No. 133, as amended,  the Company  will exempt
from  the  scope  of  SFAS  No.  133  all  host  contracts  containing  embedded
derivatives which were issued or acquired prior to January 1, 1999.



<PAGE>


Note 2 -       Business segment information:

        The Company  operates in one business segment - the manufacture and sale
of  ergonomic  and  slide  products  (ergonomic  computer  support  systems  and
precision  ball bearing  slides) and security  products for  furniture and other
markets.

<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31,
                                                        1999             2000
                                                        ----             ----
                                                            (In thousands)

<S>                                                   <C>              <C>
Net sales ....................................        $ 55,204         $ 66,067
                                                      ========         ========

Operating income .............................        $  9,599         $ 10,726
Interest expense .............................            (394)            (533)
General corporate income, net ................             125              227
                                                      --------         --------

    Income before income taxes ...............        $  9,330         $ 10,420
                                                      ========         ========
</TABLE>


Note 3 -       Inventories:

<TABLE>
<CAPTION>
                                                     December 31,        March 31,
                                                        1999               2000
                                                        ----               ----
                                                             (In thousands)

<S>                                                   <C>                <C>
Raw materials ............................            $ 9,038            $14,005
Work in process ..........................              8,669              8,993
Finished products ........................              9,898             11,323
Supplies .................................                 54                 53
                                                      -------            -------

                                                      $27,659            $34,374
                                                      =======            =======
</TABLE>

Note 4 -       Accounts payable and accrued liabilities:

<TABLE>
<CAPTION>
                                                     December 31,      March 31,
                                                         1999             2000
                                                         ----             ----
                                                             (In thousands)

<S>                                                    <C>               <C>
Accounts payable ...........................           $ 9,850           $10,831
Accrued liabilities:
  Employee benefits ........................             7,746             8,715
  Insurance ................................               707               647
  Royalties ................................               504               260
  Other ....................................             6,582             3,226
                                                       -------           -------

                                                       $25,389           $23,679
                                                       =======           =======
</TABLE>


<PAGE>

Note 5 - Indebtedness:

<TABLE>
<CAPTION>
                                                       December 31,     March 31,
                                                           1999           2000
                                                           ----           ----
                                                              (In thousands)

<S>                                                       <C>            <C>
Revolving bank credit facility ...................        $20,000        $32,000
Capital lease obligations and other ..............          2,267          1,204
                                                          -------        -------

                                                           22,267         33,204
Less current maturities ..........................          1,367          1,161
                                                          -------        -------

                                                          $20,900        $32,043
                                                          =======        =======
</TABLE>

Note 6 - Other income:

<TABLE>
<CAPTION>
                                                            Three months ended
                                                                  March 31,
                                                             1999           2000
                                                             ----           ----
                                                               (In thousands)

<S>                                                         <C>            <C>
Interest income ...................................         $ 245          $ 128
Foreign currency transactions, net ................          (193)            84
Other, net ........................................            73             15
                                                            -----          -----

                                                            $ 125          $ 227
                                                            =====          =====
</TABLE>


Note 7 - Provision for income taxes:

<TABLE>
<CAPTION>
                                                            Three months ended
                                                                 March 31,
                                                            1999          2000
                                                            ----          ----
                                                               (In thousands)

<S>                                                       <C>           <C>
Expected tax expense ...............................      $ 3,266       $ 3,647
Non - U.S. tax rates ...............................           58            62
No tax benefit for amortization of goodwill ........          147           156
Other, net .........................................          (20)          (10)
                                                          -------       -------

                                                          $ 3,451       $ 3,855
                                                          =======       =======
</TABLE>

<PAGE>

Note 8 - Acquisition:

         In  January  2000,  the  Company  acquired  substantially  all  of  the
operating assets of Chicago Lock Company for approximately $9.4 million in cash.
The purchase  price has been  allocated to the  individual  assets  acquired and
liabilities  assumed based upon  preliminary  estimated fair values.  The actual
allocation may be different from the  preliminary  allocation due to refinements
in the  estimates  of the fair  values of the net  assets  acquired.  CompX used
borrowings  under its existing  credit  facility to pay the cash purchase price.
The pro forma effect of this acquisition is not material.

Note 9 - Foreign currency forward 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 foreign  exchange  rate risk  associated  with
receivables  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.  At March 31, 2000, the Company held contracts designated as a
hedge against such receivables to exchange an aggregate of U.S. $9.1 million for
an equivalent  amount of Canadian dollars at exchange rates ranging between Cdn.
$1.460 and Cdn. $1.457.  Such contracts mature through June 2000.  Subsequent to
March 31, 2000, to manage exchange rate risk  associated with future sales,  the
Company  entered  into  additional  forward  exchange  contracts  to exchange an
aggregate  of $18.1  million for an  equivalent  amount of  Canadian  dollars at
exchange rates between Cdn.  $1.4547 and Cdn.  $1.4676.  Such  contracts  mature
through December 2000.





<PAGE>


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

Overview

         The Company reported net income of $6.6 million in the first quarter of
2000,  an increase of 11% over net income of $5.9 million for the first  quarter
of 1999. In January 2000, the company acquired  substantially  all the operating
assets of Chicago Lock Company. The purchase price of approximately $9.4 million
in cash includes  substantially all of Chicago Lock's operating assets excluding
real estate.

Results of Operations

         Net sales. Net sales increased $10.9 million,  or 20%, to $66.1 million
in the first  quarter of 2000 from $55.2  million in the first  quarter of 1999.
The increase is  principally  due to increased  demand for the Company's  office
furniture  products,  market  share gains in slide  products  and  acquisitions.
Excluding  the effect of  acquisitions,  net sales  increased  7% over the first
quarter of 1999 with net sales of slides  increasing  13%,  ergonomics net sales
increasing 7%, and net sales of security  products  remaining  essentially flat.
During  the first  quarter of 2000,  weakness  in the euro  negatively  impacted
certain  of the  Company's  net sales  (principally  slide  products)  which are
denominated in euros.  Excluding the effects of currency and  acquisitions,  net
sales  increased  9% with net sales of slide  products  increasing  15% over the
first quarter of 1999.

         Operating  income.  Operating  income in the first  quarter of 2000 was
$10.7 million compared to $9.6 million for the first quarter of 1999.  Excluding
acquisitions  and  the  negative  effects  of  foreign  currency   fluctuations,
discussed above,  operating income increased 16% over the first quarter of 1999.
The increase is due  primarily to increased  net sales.  As a percentage  of net
sales, overall operating income was 16% compared to 17% for the first quarter of
1999. The decline is due to lower margin  security  products sales  generated by
the Company's  newly  acquired  Chicago Lock  subsidiary  and due to a change in
product mix with increased sales of lower margin slide products.

Liquidity and Capital Resources

  Consolidated cash flows

        Operating  activities.  Trends in cash flows from operating  activities,
excluding  changes in assets and  liabilities  and non-cash stock award charges,
are generally similar to the trends in the Company's  earnings.  Such cash flows
totaled  $8.3  million and $9.8  million in the first  quarter of 1999 and 2000,
respectively,  compared  to  net  income  of  $5.9  million  and  $6.6  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
$57.6  million  and  $13.5  million  in the  first  quarter  of 1999  and  2000,
respectively.  Included  in  cash  used by  investing  activities  in the  first
quarters of 1999 and 2000 is the $52.1  million and $9.4 million  related to the
acquisitions of Thomas Regout and  substantially  all of the operating assets of
Chicago Lock Company, respectively.

        The capital expenditures for 2000 relate primarily to capacity expansion
and tooling costs at the Company's  facilities,  equipment additions designed to
improve manufacturing efficiencies at the Company's security products facilities
and the development of electronic commerce  capabilities.  Capital  expenditures
for 2000 are  estimated  at  approximately  $25  million,  the majority of which
relate to projects that emphasize improved  production  efficiency and increased
production capacity and further development of electronic commerce capabilities.
In connection with the expansion of one of its domestic  production  facilities,
the Company has outstanding  firm purchase  commitments of $2.2 million at March
31, 2000. Firm purchase  commitments for capital projects not commenced at March
31, 2000 were not material.

        Financing activities.  Net cash provided by financing activities totaled
$19.8  million  and  $9.7  million  in the  first  quarter  of  1999  and  2000,
respectively.  The Company paid its regular quarterly  dividend of $2.0 million,
or $.125 per share,  in the first quarter of 2000. No dividends were paid during
the first  quarter of 1999.  Cash flows from  financing  activities in the first
quarter of 1999 includes  $20.0 million of borrowings  used to finance a portion
of the  acquisition  of Thomas  Regout.  Similarly,  cash flows  from  financing
activities in the first quarter of 2000 includes $12 million of  borrowings,  $9
million of which were used to finance the  acquisition of  substantially  all of
the assets of Chicago Lock Company.

        Management  believes that cash generated  from  operations and borrowing
availability under the Company's unsecured Revolving Senior Credit Facility ($68
million available for borrowing at March 31, 2000),  together with cash on hand,
will be sufficient to meet the Company's  liquidity  needs for working  capital,
capital expenditures, debt service and dividends.

        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  may in the  future  seek to  raise  additional  capital,
refinance or restructure indebtedness,  issue additional securities,  modify its
dividend  policy or take a combination of such steps to manage its liquidity and
capital  resources.  In the normal  course of  business,  the Company may review
opportunities for acquisitions, joint ventures or other business combinations in
the  component  products  industry.  In the event of any such  transaction,  the
Company may consider using available cash,  issuing additional equity securities
or increasing the indebtedness of the Company or its subsidiaries.

         The  statements  in this  Quarterly  Report  on Form 10-Q  relating  to
matters that are not historical  facts are  forward-looking  statements based on
management's  beliefs and  assumptions  using currently  available  information.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements  are  reasonable,  it cannot give any assurance 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,  cost of raw  materials,  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
tariff or  non-tariff  trade  barriers,  the  impact of pricing  and  production
decisions,   potential  difficulties  in  integrating  completed   acquisitions,
environmental  matters (such as those requiring emission and discharge standards
for existing and new  facilities),  government  regulations and possible changes
therein,  possible future litigation 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  or  revise  any
forward-looking statement whether as a result of new information,  future events
or otherwise.



<PAGE>


Part II. OTHER INFORMATION

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

        (a)    Exhibits

               27.1     Financial Data Schedule for the three-month period ended
                        March 31, 2000.

        (b)    Reports on Form 8-K

               Reports on Form 8-K for the quarter ended March 31, 1999.

                      January  11,  2000 - Reported  Items 5 and 7.  January 18,
                      2000 - Reported Items 5 and 7. January 21, 2000 - Reported
                      Items 5 and 7. February 11, 2000 - Reported Items 5 and 7.
                      March 29, 2000 - Reported Items 5 and 7.




<PAGE>


                                   SIGNATURES

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





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




Date May 12, 2000                  By /s/ John A. Miller
     ---------------                  ---------------------------
                                     John A. Miller
                                     Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer)


Date May 12, 2000                  By /s/ Todd W. Strange
     ---------------                  ----------------------------
                                     Todd W. Strange
                                     Vice President and Controller
                                     (Principal Accounting Officer)