S-8

                       REGISTRATION NO. 33-________________

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                         _____________

                            FORM S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                    COMPUDYNE CORPORATION
     (Exact name of registrant as specified in its charter)

                            Nevada
 (State or other jurisdiction of incorporation or organization)

                          23-1408659
              (I.R.S. Employer Identification No.)

                       7249 National Drive
                        Hanover, Maryland
            (Address of Principal Executive Offices)

                             21076
                           (Zip Code)

                     COMPUDYNE CORPORATION
      1996 STOCK INCENTIVE COMPENSATION PLAN FOR EMPLOYEES
                    (Full Title of the Plan)

                   Martin Roenigk, President
                     CompuDyne Corporation
                      7249 National Drive
                    Hanover, Maryland  21076
            (Name and address of agent for service)

                         (410) 712-0275
 (telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE

 Title of                                    Proposed Maximum
Securities            Amount to               Offering Price
Registered          Be Registered              Per Share *
- ----------          -------------              -----------
Common Stock,         900,000 shares           $8.050
par value
$.75 per share





        Proposed Maximum                    Amount of
    Aggregate Offering Price *           Registration Fee
    --------------------------           ----------------
    $7,245,000                           $1,811.25

* Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933 based on
the average of high and low prices at which the Common Stock of
CompuDyne Corporation was sold on September 6, 2001.

    This registration statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.

     The contents of the Registration Statement on Form S-8, File No.
333-094350, filed August 2, 1996 and relating to the CompuDyne
Corporation 1996 Stock Incentive Compensation Plan For Employees, are
incorporated herein by reference as if fully set forth herein.

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The information required by Items 1 and 2 is not required to be
filed as part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by CompuDyne Corporation (the
"Company") with the Securities and Exchange Commission are incorporated
by reference in this Registration Statement:

     (1)  the latest annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Company's year ended December 31,
2000 for which such statements have been filed;

     (2)  all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (1) above; and

     (3)  the description of the Company's Common Stock, par value
$0.75 per share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.



     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from
the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS BY THE
          REGISTRANT.

     Pursuant to the Company's bylaws, and consistent with the Nevada
statutes, any Director or officer (or former Director or officer) of
the Company who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an
action by or in the right of the corporation), or who otherwise becomes
involved in any legal proceedings (even though not formally a party),
by reason, at least in part, of the fact that he is or was a director
or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent (hereinafter
"Representative") of another corporation, partnership, joint venture,
trust or other enterprise (hereinafter "Enterprise") is entitled to
indemnity from the Company for all expenses (including attorney's fees),
judgments, fines, penalties, costs, amounts paid in settlement and other
payments, actually and reasonably incurred in connection with such
threatened, pending or completed action, suit or proceeding.  The
indemnity, however, applies only if the director or officer acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  If a Director or officer, or a former Director or officer, is
or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding not only in his capacity
as a shareholder or in any other capacity, and there is not a convenient
way to separate out expenses incurred in such separate capacities,
all of such expenses will be indemnified against by the Company.
Additionally, the Board of Directors of the Company may, in its
discretion, provide such indemnification for other persons who incur the
above-described costs by reason of the fact that they are or were
employees or agents of the Company as a Representative of another
Enterprise.

     The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, nor, with
respect to any criminal action or proceeding, that he had reasonable
cause to believe that his conduct was unlawful.

     In the case of an action by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the Company or for amounts paid in settlement to the Company unless and
only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     These provisions are subject, generally, to the detailed provisions
of Title 7 of the Nevada General Corporation Law, Section 78.751.  In
particular, a director, officer, employee or agent of the Company is
entitled to indemnification to the extent he is successful on the merits
or otherwise in defense of the above-mentioned actions or proceedings.

     The statute authorizing the inclusion of these limitations of
director liability in the articles of incorporation of a Nevada
corporation has been recently repealed.  Nevada law now provides that a
director or officer is not individually liable to the corporation or its
stockholders for any damages as a result of any act or failure to act in
his capacity as director or officer unless it is proven that his act or
failure to act constituted a breach of his fiduciary duties as director
or officer and his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS

     No.

     3.1  Articles of Incorporation of CompuDyne Corporation filed
          with the Nevada Secretary of State on May 8, 1996 herein
          incorporated by reference to the Registrant's Proxy
          Statement dated May 15, 1996 for its 1996 Annual Meeting
          of Shareholders.

     3.2  Bylaws of CompuDyne Corporation, as amended, herein
          incorporated by reference to registrant's 10-k filed
          March 31, 1997.

     5.   Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
          Pearl, dated August 23, 2001, as to the legality of the
          original issuance of Common Stock offered under this
          Registration Statement.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
          Pearl (incorporated by reference to Exhibit 5 of this
          Registration Statement).

     99.  CompuDyne Corporation 1996 Stock Incentive Compensation Plan
          Benefit Plan adopted by its Board of Directors on March 1,
          1996 incorporated herein by reference to the Registration
          Statement on Form S-8, File No. 333-094350, filed August 2,
          1996 and relating to the CompuDyne Corporation 1996 Stock
          Incentive Compensation Plan For Employees.






                           SIGNATURES

     The Registrant.

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hanover, State
of Maryland, on the 29th day of August, 2001.

                    COMPUDYNE CORPORATION (Registrant)



                    By:  /s/Martin Roenigk
                       -------------------
                         Martin Roenigk
                    Its: President and Chief Executive Officer
                         duly authorized
















     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures              Title                  Date
- ----------              -----                  ----


/s/ Martin Roenigk
- ------------------
Martin Roenigk          President, Chief       August 29, 2001
                        Executive Office,
                        Director


/s/ William C. Rock
- -------------------
William C. Rock         Chief Financial        August 29, 2001
                        Officer


/s/ Millard H. Pryor, Jr.
- -------------------------
Millard H. Pryor, Jr.   Director               August 29, 2001


/s/ David Clark, Sr.
- --------------------
David Clark, Sr.        Director               August 30, 2001


/s/ Philip Blackmon
- -------------------
Philip Blackmon         Director               August 30, 2001


/s/ Alan Markowitz
- ------------------
Alan Markowitz          Director               August 29, 2001


/s/ David M. Jones
- ------------------
David M. Jones          Director               August 29, 2001










                         EXHIBIT INDEX

No.

     3.1  Articles of Incorporation of CompuDyne Corporation filed
          with the Nevada Secretary of State on May 8, 1996 herein
          incorporated by reference to the Registrant's Proxy
          Statement dated May 15, 1996 for its 1996 Annual Meeting
          of Shareholders.

     3.2  Bylaws of CompuDyne Corporation, as amended, herein
          incorporated by reference to registrant's 10-k filed
          March 31, 1997.

**   5.   Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
          Pearl, dated August 23, 2001, as to the legality of the
          original issuance of Common Stock offered under this
          Registration Statement.

**   23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
          Pearl (incorporated by reference to Exhibit 5 of this
          Registration Statement).

     99.  CompuDyne Corporation 1996 Stock Incentive Compensation Plan
          Benefit Plan adopted by its Board of Directors on March 1,
          1996 herein incorporated by reference to the Registration
          Statement on Form S-8, File No. 333-094350, filed August 2,
          1996 and relating to the CompuDyne Corporation 1996 Stock
          Incentive Compensation Plan For Employees.

**   These exhibits are attached hereto.

EX-5

                              August 23, 2001


CompuDyne Corporation
7249 National Drive
Hanover, Maryland  21076


     RE:  Common Stock to be Issued Pursuant to
          1996 Stock Incentive Compensation Plan for Employees


Gentlemen:

     This firm has acted as Nevada counsel to CompuDyne
Corporation, a Nevada corporation (the "Company") in connection
with its Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 (the "Act"),
relating to the offer and sale of a maximum of 1,200,000 shares
of the Company's Common Stock, par value $.75 per share (the
"Incentive Shares") pursuant to the Company's 1996 Stock
Incentive Compensation Plan for Employees ("Stock Incentive
Plan"), as amended by amendments thereto adopted by the Company
on May 24, 1999 and July 18, 2001 (collectively, the "Amendments
to Stock Incentive Plan").  In connection with the
Registration Statement, we have been requested to express an
opinion with respect to the legality of the Incentive shares.
Capitalized terms used but not defined herein shall have the
meanings given them in the Stock Incentive Plan and the
Amendments to Stock Incentive Plan.

     In this connection, we have examined the Company's Articles
of Incorporation, resolutions of the Company's Board of
Directors and Compensation and Stock Option Committee (the
"Committee"), the Agreement and Plan of Merger dated as of May 7,
1996, by and between the Company and CompuDyne Corporation, a
Pennsylvania corporation ("CompuDyne Pennsylvania") under the
terms of which CompuDyne Pennsylvania was merged into the
Company, Articles of Merger filed with the Nevada Secretary of
State on July 9, 1996, and with the Department of State
of Pennsylvania on July 9, 1996, the Stock Incentive Plan and
the Amendments to Stock Incentive Plan, certificates of
representatives of the Company and such other instruments,
certificates, records and documents as we have deemed necessary
as the basis for the opinions set forth below.



     In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to
us as copies and the authenticity of originals of such copies.
In addition, we have assumed that the documents listed above
have not been and will not be altered, amended, or supplemented
in any respect material to our opinions stated herein.  We have
conducted no independent factual investigation but rather have
relied solely upon the documents listed above and the
information set forth therein.  In rendering the opinion set
forth below, we have assumed, without independent investigation,
that the Stock Incentive Plan was duly authorized and
adopted by CompuDyne Pennsylvania, the predecessor in interest
to the Company by merger, in compliance with the laws of the
Commonwealth of Pennsylvania and that the Stock Incentive Plan
complies, in all respects, with the laws of the Commonwealth of
Pennsylvania.

     With respect to the opinion set forth below, we express no
opinion as to whether the issuance of the Incentive Shares when
and if issued in accordance with the terms of the Stock
Incentive Plan and the Amendments to Stock Incentive Plan,
violate Sections 78.411 through 78.444, inclusive, of the Nevada
Revised Statutes (Combinations with Interested Shareholders).
Those sections have application only to combinations or
transactions involving "interested stockholders", as that term
is defined in Section 78.423 of the Nevada Revised Statutes.
An interested stockholder is generally defined in that section
as a person who is (1) the beneficial owner, directly or
indirectly, of 10% or more of the issued and outstanding voting
shares of a resident domestic corporation (in this case,
CompuDyne), or (2) an affiliate or associate of a resident
domestic corporation which at any time within three years
immediately before the date in question was the beneficial owner
of 10% or more of the voting power of the then issued and
outstanding voting shares of the resident domestic corporation.

     Based upon and subject to the foregoing, we are of the
opinion that if previously issued, or when and if issued in
accordance with the terms of the Stock Incentive Plan, as
amended by the Amendments to Stock Incentive Plan, the Incentive
Shares will be duly authorized, legally and validly issued,
fully paid and non-assessable.

     In giving the opinions as expressed above, we do not
purport to be experts in the laws of any jurisdiction other than
the laws of the State of Nevada, and we express no opinion as to
the laws of any other jurisdiction or as to the federal laws of
the United States.  The opinions set forth herein are limited
to the date hereof and the applicable law on the date hereof,
and we undertake no responsibility to update these opinions.


     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.


                              Sincerely,

                          /s/ HALE LANE PEEK DENNISON
                              HOWARD & ANDERSON

EX-23

                     INDEPENDENT AUDITORS'  CONSENT

     We consent to the incorporation by reference in this Registration
Statement of   CompuDyne Corporation on Form S-8 of our report dated
February 16, 2001, appearing in the Annual Report on Form 10-K of
CompuDyne Corporation for the year ended December 31, 2000.



/s/ Deloitte & Touche LLP
McLean, Virginia
September 4, 2001




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