SC 13D

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            SCHEDULE 13D
             Under the Securities and Exchange Act of 1934

                   MACE SECURITY INTERNATIONAL, INC.
                           (Name of Issuer)

               COMMON STOCK, $.01 PAR VALUE PER SHARE
                   (Title of Class of Securities)

                             554-335-109
                            (Cusip Number)

                        Richard A. Galt, Esq.
                  MACE SECURITY INTERNATIONAL, INC.
                         160 Benmont Avenue
                        Bennington, VT 05201
                           (802) 442-1504
      (Name, Address and Telephone Number of Person Authorized
                 to Receive Notices and Communication)

                          JANUARY 9 AND 10, 1997
          (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box [ ].

Note: Six copies of this statement, including all exhibits, should be filed 
with the Commission. See Rule 13d-1(a) for other parties to whom copies are 
to be sent.

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes).

CUSIP No. 554-335-109

     1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of 
Above Persons:

     Marvin P. Brown
     _________________________________________________________________________
     _________________________________________________________________________




     2)  Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ..............................................................[X]
     (b) ..............................................................[ ]
______________________________________________________________________________
     3)  SEC Use Only..................................................[ ]
______________________________________________________________________________
     4)  Source of Funds...............................................
         (See Instructions)............................................ N/A
______________________________________________________________________________
     5)  Check if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)............................................[ ]

     6)  Citizenship or Place
         of Organization............................................... U.S.A.
______________________________________________________________________________

     Number of         (7)  Sole Voting Power                       0
     Shares            ______________________________________________
     Beneficially      (8)  Shared Voting Power             3,610,000
     Owned by          ______________________________________________
     Each              (9)  Sole Dispositive Power                  0
     Reporting         ______________________________________________
     Person            (10) Shared Dispositive Power        3,610,000
     With              
     _________________________________________________________________________
     11) Aggregate Amount Beneficially Owned By Each Reporting
         Person......................................................3,610,000
______________________________________________________________________________
     12) Check if Aggregate Amount in Row (11) Excludes Certain Shares
         (See Instructions).............................................
______________________________________________________________________________
     13) Percent of Class Represented by
         Amount of Row (11)............................................. 52.9%
______________________________________________________________________________
     14) Type of Reporting Person
         (See Instructions)............................................. IN

     ITEM 1.  SECURITY AND ISSUER.

     This statement related to common stock, par value $.01 per share, of 
MACE SECURITY INTERNATIONAL, INC. (the "Company"). The Company's principal 
address is 160 Benmont Avenue, Bennington, Vermont 05201.

     ITEM 2.  IDENTITY AND BACKGROUND.

     (a) This report is filed by MARVIN P. BROWN.

     (b) MR. BROWN'S residence address is Wells Road, P.O. Box 109, 
Craftsbury Commons, Vermont 05827.

     (c) MR. BROWN is the President and Chief Executive Officer of the 
Company.

     (d) During the last five years MR. BROWN has not been convicted in a 
criminal proceeding.



     (e) During the last five years MR. BROWN was not a party to a civil 
proceeding of a judicial or administrative body of competent jurisdiction as 
the result of which proceeding either was or is subject to a judgment, decree 
or final order enjoining future violations of, or prohibiting or mandating 
activities subject to, federal or state securities laws.

     (f) MR. BROWN is a citizen of the United States of America.

     ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     This schedule is not filed to report an acquisition by the reporting 
person of securities of the Company. This amendment is filed to disclose a 
voting agreement executed by the reporting person and others, which agreement 
covers in excess of 50% of the outstanding common stock of the Company (See 
Item 6).

     ITEM 4.  PURPOSE OF TRANSACTION

GENERAL DESCRIPTION:

     The reporting person has been involved with the Company since prior to 
its initial public offering. He was approached by Jon E. Goodrich, Chairman 
of Registrant's Board of Directors, and Robert P. Gould, a director and 
significant shareholder, to serve as a director and the Company's President 
and Chief Executive Officer. Mr. Brown agreed to serve in such capacities. On 
January 9, 1997, Messrs. Gould, Goodrich and Brown entered into a 
shareholders voting agreement (the "Agreement") (See Item 6 for a description 
of the Agreement).

     (a) Mr. Brown has informed the other parties to the Agreement that he 
expects to acquire additional shares either in the market or in a private 
transaction. The reporting person is not aware of any plans by any other 
party to the Agreement to acquire or dispose of shares.

     (b), (c), (e-j) The reporting person is not aware of any plans for any 
extraordinary corporate action, a sale or transfer of a material amount of 
assets or any material change in (i) the present capitalization or dividend 
policy of the Company, (ii) its business or corporate structure, (iii) its 
charter, bylaws or instruments corresponding thereto, causing the delisting 
of its securities from the NASDAQ stock market, causing any of its securities 
from becoming eligible for termination, or any similar transaction.

     (d) The parties to the Agreement disclosed the terms of the Agreement to 
the Board of Directors at the January 10, 1996 Board meeting and requested 
the voluntary resignations of six members. At that meeting (i) six directors, 
Ralph A. Foote, Esq., Robert Rosberg, Stuart DuBoff, M.D., John E. Logan, 
Robert D. Norman and Ronnie Mitchell, Esq., resigned from the Board, (ii) Mr. 
Robert D. Norman resigned as the President and CEO, (iii) Mr. Brown was 
appointed as a director and the President and CEO, (iv) the number of Board 
seats was reduced to seven, and (v) the newly constituted Board authorized 
the Company to grant to Mr. Brown an option to acquire 100,000 shares at an 
exercise price of $1.50 per share.

     While prominent business people are under consideration to fill the 
remaining vacant seats, only one of the vacancies has been filled. Ms. 
Virginia de Ganahl Russell was appointed to the Board on January 9, 1997. The 
remaining vacant seats are currently expected to be filled at or prior to the 
next annual meeting.

     ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

     (a) Mr. Brown owns 10,000 shares of the Company's common stock. 
Currently, there are 6,825,000 shares of the Company's common stock issued 
and outstanding. In addition, Mr. Gould and Mr. Goodrich each issued an option
to purchase 100,000 shares of their stock currently covered by the Agreement, 
at an exercise price of $1.25 per share, to Mr. Brown, exercisable at any time.



Further, on January 10, 1997, the newly constituted Board of Directors of the 
Company authorized the Company to grant to Mr. Brown an option to acquire 
100,000 shares at an exercise price of $1.50 per share. The option agreements 
have not yet been memorialized in writing.

     (b) & (c) On January 9, 1997, Mr. Brown entered into the Agreement with 
Mr. Goodrich and Mr. Gould (See Item 6).

     ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
RESPECT TO SECURITIES OF THE ISSUER

     On January 9, 1997, Mr. Brown entered into the Agreement with Mr. 
Goodrich and Mr. Gould that covers 10,000 shares of his common stock of the 
Company, as well as any after-acquired shares. The Agreement also covers 
2,400,000 shares of Mr. Goodrich's common stock and 1,100,000 shares of Mr. 
Gould's common stock. Pursuant to the terms of the Agreement, on all matters 
coming before the shareholders for a vote, the shares covered by the 
Agreement will be voted in the manner determined by a majority of the three 
parties to the Agreement. The Agreement also restricts each party's ability 
to sell, transfer, assign, pledge or otherwise dispose of or encumber his 
shares covered by the Agreement without the prior written consent of the 
other parties to the Agreement, except that, at any time more than ninety 
(90) days after the date of the Agreement, Mr. Gould may, upon written 
request, release and withdraw 100,000 shares from the Agreement and Mr. 
Goodrich may withdraw 600,000 shares.

      Also on the same date, Mr. Gould and Mr. Goodrich each issued to Mr. 
Brown an option to purchase 100,000 shares of their stock covered by the 
Agreement, at an exercise price of $1.25 per share, exercisable at any time. 
Further, on January 10, 1997, the newly constituted Board of Directors of the 
Company authorized the Company to grant to Mr. Brown an option to acquire 
100,000 shares at an exercise price of $1.50 per share.

     ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

     (1)  Shareholders Voting Agreement dated January 9, 1997

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


Dated: January 20, 1997                    /s/ Marvin P. Brown
                                           -------------------
                                               Marvin P. Brown

EX-1

                       SHAREHOLDERS VOTING AGREEMENT

     THIS SHAREHOLDERS VOTING AGREEMENT, made and entered into this 9th day of
January, 1997, by and between Robert P. Gould (Gould), of Harnett County, 
North Carolina, Jon E. Goodrich (Goodrich), of Bennington, Vermont, and 
Marvin P. Brown (Brown), of Craftsbury Common, Vermont, sometimes hereinafter 
referred to collectively as the Parties;

                           W I T N E S S E T H

     THAT WHEREAS, all of the Parties hereto own shares of the voting common 
stock (the Shares) of Mace Security International, Inc. (MSI), a Delaware 
corporation with its principal office in Bennington, Vermont; and

     WHEREAS, the Parties have concluded and agreed that it will promote 
their mutual interests and well being to agree mutually that certain of the 
shares owned by them will be subjected to and the voting of such shares 
governed and controlled by the terms of this agreement, and have in good 
faith further concluded and agreed that entering into this voting agreement 
will be in the best interest of and promote the well being of MSI;

     NOW, THEREFORE, for the purposes aforesaid and in consideration of their 
mutual promises and undertakings herein and other good and valuable 
consideration, the acceptance and sufficiency of which are hereby 
acknowledged, said Parties have contracted, covenanted and agreed with each 
other and do now for themselves and their respective heirs, assigns, personal 
representatives and successors in interest, contract, covenant and agree 
with each other as follows:

     1.  TERMS OF AGREEMENT. This Agreement shall become effective on 1-9-97 
and shall continue for a term of two (2) years thereafter (the Term) unless 
sooner terminated by written

                                       1



agreement of the Parties, judicial order, or such other occurrence as set 
forth in Section 18 below.

     2.  SHARES SUBJECT TO AGREEMENT.  The following shares of MSI (Subject 
Shares) shall be subject to and the ownership, voting, transfer and other 
disposition of such shares shall be determined and controlled by the terms 
of this agreement:

     (a)  2,400,000 Shares of MSI owned by Jon E. Goodrich

     (b)  1,100,000 Shares of MSI owned by Robert P. Gould

     (c)  All Shares of MSI owned by Marvin P. Brown on the date this 
voting agreement is executed pursuant to Section 20 below and acquired 
thereafter by him at any time prior to the termination of this Agreement 
pursuant to Section 18 below.

     The foregoing shares of MSI stock are referred to herein as the Subject 
Shares.  All other shares of MSI stock owned by Gould and Goodrich are 
excluded from this Agreement.

     3.  RESTRICTIONS ON TRANSFER OF SHARES.  Except as provided below in 
this Section 3, neither party will sell, transfer, assign, pledge or otherwise 
dispose of or encumber the Subject Shares without the prior written consent 
of the other parties to this Agreement.

     The parties agree that notwithstanding the foregoing at any time more 
than ninety (90) days after the date of this Agreement.

     (a) Six hundred thousand (600,000) shares of the subject stock owned by 
Jon E. Goodrich will upon his written request be released and withdrawn from 
this Agreement; and

     (b) One hundred thousand (100,000) shares of the subject stock owned by 
Robert P. Gould will upon his written request be released and withdrawn from 
this Agreement.

                                       2




     A copy of such written request shall be delivered to each of the other 
parties to this Agreement. Simultaneously therewith an executed copy of such 
request shall be delivered to the Secretary of Mace Security International, 
Inc., and thereupon and thereafter the shares specified in such written 
request shall be free and discharged of all the terms and provisions of this 
Agreement.

     4.  SUBJECT SHARES NOT TO BE VOTED OTHERWISE.  Neither party will vote, 
attempt to vote, or authorize anyone else, by proxy or otherwise, to vote or 
attempt to vote any of the Shares specified in Section 2 above.

     5.  OTHER SHARES NOT AFFECTED BY THIS AGREEMENT.  The Parties 
acknowledge that Goodrich and Gould own shares of MSI in addition to the 
shares specified in Section 2 above. Said Parties also understand that either 
or all of them may hereafter acquire additional shares of MSI. Any shares of 
MSI now owned or hereafter acquired by Brown during the term of this 
Agreement are included in and subject to its terms and conditions. Any shares 
of MSI now owned or hereafter acquired by Gould or Goodrich in excess of the 
number of shares specified opposite the name of such party in Section 2 above 
(Excess Shares) shall not be affected in any manner whatever by this 
Agreement and the owner of such Excess Shares may vote, own, transfer, and 
otherwise dispose of or use such shares free and discharged of all of the 
terms of this Agreement.

     6.  OBLIGATION TO VOTE SUBJECT SHARES.  Each Party shall timely vote all 
of his Subject Shares on any question, issue or other matter coming before a 
meeting of the shareholders of MSI and on which such shares are entitled to 
vote in accordance with the written decision of a majority (2) of the Parties 
without regard to the number of shares owned by each, and not

                                       3



otherwise. Further, no party shall be entitled to abstain or decline to vote 
his Subject Shares, unless authorized in writing by a majority of the Parties.

     7.  PROCEDURE TO DETERMINE HOW SUBJECT SHARES WILL BE VOTED.  At least 
three (3) days after the mailing of the notice of a meeting (whether regular 
or special) of the shareholders of MSI (the Notice), but not later than 
midnight of the day which precedes by at least five (5) days the day for the 
meeting of the shareholders specified in the notice, the Parties shall 
determine how the Subject Shares shall be voted on any question, issue or 
other matter which will or may come before such meeting for action by the 
shareholders. The written decision of any two (2) of the Parties as to how the 
Subject Shares will be voted shall be conclusive and binding on the Parties 
and all Subject Shares and each party shall vote all of his Subject Shares in 
accordance with such decision.

     If any party shall be unable to vote, or shall refuse to vote his 
Subject Shares in accordance with such decision (Non-Voting Party), the other 
Parties, or either of them may and shall vote the Subject Shares of the 
Non-Voting Party in accordance with any such majority decision and said 
Non-Voting Party does hereby authorize and empower the other parties or 
either of them to so vote his Subject Shares, does hereby ratify and confirm 
such vote(s) and does hereby irrevocably agree that he will be bound by any 
such vote and will not in any manner question or challenge any such vote or 
authorize or request anyone else to question or challenge any such vote.

     Upon request by the other Parties, the Non-Voting Party shall execute a 
written proxy or take such other action as MSI may require in order to permit 
the shares of the Non-Voting Party to be cast and counted in accordance with 
the decision of the majority of the Parties.

                                       4



     In the event of a challenge to any such vote or attempted vote by anyone 
not a party to this Agreement, the Parties hereby irrevocably agree that each 
shall vote the number of shares set forth in Section 2 above consistent with 
the challenged vote or attempted vote.

     8.  FILE EXECUTED COPY WITH MSI.  A fully executed copy hereof shall be 
filed with the Secretary of MSI and shall remain on file and open for 
inspection by any officer or shareholder of MSI at the principal office of 
MSI during regular business hours.

     9.  MSI REQUESTED TO HONOR AGREEMENT.  MSI, its officers and directors 
are hereby requested and authorized to honor and be governed by the terms of 
this Agreement. Further, MSI is hereby requested and authorized to decline to 
recognize any attempted vote of any of the Subject Shares which is not in 
full compliance with the terms of this Agreement.

     10. REPRESENTATIONS AND WARRANTIES.  Each party hereby represents and 
warrants to the others that as of the date of this Agreement:

     (a) he has full power and authority to enter into and perform this 
Agreement and this Agreement is legal, valid and binding and enforceable 
against him.

     (b) no proceedings are pending or threatened against or affecting him 
before any court, arbitrator or administrative or governmental body which, in 
the aggregate, would adversely affect his ability to perform his obligations 
hereunder.

     (c) in so far as he knows, no consents, notices, filings, approvals or 
authorizations are required to be made to or with or received from any person, 
entity, or governmental body for consummation of the transactions 
contemplated by this Agreement.

     (d) he has the sole legal and beneficial ownership of the Shares 
designated in Section 2 above and owns such Shares free and clear of all 
liens, claims and encumbrances of any kind.

                                       5



     11. FAILURE TO PERFORM.  The failure of any party to perform any of his 
obligations pursuant to this Agreement may be enforced by suit for specific 
performance or any other available legal remedy and shall subject the 
non-performing party to the recovery of damages incurred by the other 
parties, including but not limited to the recovery of compensatory damages, 
attorney's fees and costs.

     12. APPOINTMENT OF SUCCESSOR TO RIGHT TO VOTE SUBJECT SHARES.  In the 
event of the death or disability of:

     (a) Robert P. Gould, Phyllis B. Gould is hereby appointed his 
successor-in-interest as to the rights and obligations set forth in this 
Agreement, and Goodrich and Brown hereby irrevocably consent to, approve and 
ratify such appointment, or

     (b) Jon E. Goodrich, Jan Noyes Goodrich is hereby appointed his 
successor-in-interest as to the rights and obligations set forth in this 
Agreement, and Gould and Brown hereby irrevocably consent to, approve and 
ratify such appointment, or

     (c) Marvin P. Brown, Gould and Goodrich shall select Brown's 
successor-in-interest by mutual written agreement. In the event Gould and 
Goodrich are unable to select such successor by agreement within seven (7) 
days of notification of Brown's death or disability, then such successor 
shall be selected by an independent arbitrator approved by the American 
Arbitration Association and experienced in corporate matters. The cost of the 
selection and actions of such arbitrator shall be borne equally by Gould and 
Goodrich.

     13. AGREEMENT CONTINGENT ON OTHER TRANSACTIONS.  The validity of this 
Agreement is contingent on the due execution of an agreement between Robert 
P. Gould and Jon E. Goodrich satisfactory to them in their sole discretion 
relating to the purchase and sale of certain shares of

                                       6



stock in MSI, Gould & Goodrich Leather, Inc. and G & G Realty, Inc. prior to 
or at the time of the execution of this Agreement, or on or before Midnight, 
January 8, 1997, whichever shall first occur.

     14. BINDING EFFECT.  This Agreement shall be binding on the Parties' 
successors, assigns, transferees, heirs, legatees, beneficiaries, executors 
and personal representatives.

     15. SEVERABILITY.  If any provision of this Agreement, or the 
application thereof to any person or circumstances, shall to any extent be 
held invalid and unenforceable, the invalidity of such provision shall not 
affect any of the remaining provisions of this Agreement.

     16. AMENDMENTS.  This Agreement may be amended at any time by and with 
the written consent of all of the parties hereto; additionally, any party 
hereto may withdraw any of his shares subject to this Agreement at any time 
by and with the written consent of the other parties hereto. Any shares 
withdrawn pursuant to the provisions of this paragraph shall be subject to 
the notice requirements specified in Section 3 above.

     17. ENTIRE UNDERSTANDING OF THE PARTIES.  This Agreement contains the 
entire understanding between the parties with respect to the subject matter 
hereof, and all prior negotiations and agreements are merged herein. Any 
executory agreement simultaneously or hereafter made shall be ineffective to 
change, modify, discharge or affect any abandonment of this Agreement, in 
whole or in part, unless such executory agreement is in writing and signed by 
the party against whom enforcement of the change, modification, discharge or 
abandonment is sought.

     18. SINGULAR INCLUDES PLURAL.  The singular number includes the plural 
and the masculine gender includes the feminine and the neuter, wherever 
appropriate, and vice versa.

                                       7



     19. TERMINATION OF TERM.  Upon the occurrence of the following events 
the Term shall be deemed expired:

     (a) the expiration of the two (2) year term specified in Section 1.

     (b) the mutual written consent of the Parties.

     (c) MSI becomes subject, whether voluntarily or involuntarily, to any 
proceeding for bankruptcy or receivership and such proceeding is not 
dismissed within forty-five (45) days of its commencement.

     20. GOVERNING LAW.  This Agreement shall be governed by the laws of the 
State of Delaware without regard to principles and conflicts of law.

     21. MISCELLANEOUS.  Except as otherwise set forth herein, no party may 
assign any or all of his rights or delegate any or all of his duties under 
this Agreement without the written consent of all other parties. Any person 
or entity acting in the place of any party named herein shall be subject to 
all of the provisions of this Agreement. All representations and warranties 
made herein shall survive the execution and delivery of this Agreement. This 
Agreement may be executed in counterparts, each of which when so executed 
shall be as an original, but all such counterparts shall together constitute 
one and the same instrument. Headings are included in this Agreement for 
convenience of reference only and they are not a part of this Agreement. No 
interpretation or construction of the Agreement shall be derived from or 
based on headings.

     IN WITNESS WHEREOF, Robert P. Gould, Jon E. Goodrich, and Marvin P. 
Brown, have each hereunto set their hands and seals, the day and year first 
above written.

                                       /s/ Robert P. Gould
                                       ------------------------------ (SEAL)
                                       Robert P. Gould

                                       8



                                       /s/ Jon E. Goodrich
                                       ------------------------------ (SEAL)
                                       Jon E. Goodrich


                                       /s/ Marvin P. Brown
                                       ------------------------------ (SEAL)
                                       Marvin P. Brown




                                       9