S-3/A

As filed with the Securities and Exchange Commission on October 25, 2001
                    Registration No.  333- 71382
     =================================================================


                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                       AMENDMENT NO. 1 TO
                            FORM S-3
                    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 number)

                      7249 National Drive
                    Hanover, Maryland 21076
                         (410) 712-0275
 (Address, including zip code, and telephone number, including
     area code of registrant's principal executive offices)

                       Martin A. Roenigk
            (President and Chief Executive Officer)
                      7249 National Drive
                    Hanover, Maryland 21076
                         (410) 712-0275
 (Address, including zip code, and telephone number, including
           area code of agent for service of process)


                           Copies to:

Robert J. Metzler II, Esq.               James R. Tanenbaum, Esq.
William W. Bouton III, Esq.              Anna T. Pinedo, Esq.
Tyler Cooper & Alcorn, LLP               Stroock & Stroock & Lavan LLP
City Place I 35th Floor                  180 Maiden Lane
185 Asylum Street                        New York, NY 10038
Hartford, Connecticut 06103              (212) 806-5400
(860) 725-6200                           (212) 860 6006 (Facsimile)
(860) 278-3802 (Facsimile)






            _______________________________________
     Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement, as determined by the securities holders.

     If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: [   ]

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [ X ]

     If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.  [  ]

     If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [  ]

     If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.  [   ]


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.


Prospectus (Subject To Completion)
Dated October 25, 2001

                        2,450,000 Shares


                     COMPUDYNE CORPORATION

                          Common Stock

     We are registering these shares of our Common Stock for resale by
the selling security holders identified in this prospectus.

     We describe the plan of distribution of these resale shares on page
15 of this prospectus.  We will not receive any of the net proceeds from
the sale of these resale shares.

     Our Common Stock is quoted on the NASDAQ Stock Market under the
trading symbol "CDCY."  On October 23, 2001, the last reported sale
price of our Common Stock on the NASDAQ National Market was $14.71
per share.

     Investing in our Common Stock involves risks.  See "Risk Factors"
beginning on page 7 for a discussion of certain factors you should
consider before buying our Common Stock.

     The information in this prospectus is not complete and may be
changed.  We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission
is effective.  This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.


     The date of this prospectus is [_____________], 2001.



                       TABLE OF CONTENTS
                                                                    Page

Special Note Regarding Forward-Looking Statements                    3

CompuDyne                                                            4

Risk Factors                                                         7

Use of Proceeds                                                      9

Price Range of Common Stock and Dividends                           10

Security Holders                                                    11

Plan of Distribution                                                15

Description of Capital Stock and Shareholder Rights of CompuDyne    17

Legal Matters                                                       24

Experts                                                             24

Where You Can Find More Information                                 24

Incorporation of Certain Documents by Reference                     25



       SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains or incorporates "forward-looking
statements" within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.  You can
identify these forward-looking statements by our use of the words
"believes," "anticipates," "plans," "expects," "may," "will," "would,"
"intends," "estimates" and similar expressions, whether in the negative
or affirmative.  We cannot guarantee that we actually will achieve these
plans, intentions or expectations.  Actual results or events could
differ materially from the plans, intentions and expectations disclosed
in the forward-looking statements that we make.  We have included
important factors in the cautionary statements contained or incorporated
by reference in this prospectus, particularly under the heading "Risk
Factors," that we believe could cause actual results to differ
materially from the forward-looking statements that we make.  We do not
assume any obligation to update any forward-looking statements that we
make.  Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, and/or performance of achievements.


                                 COMPUDYNE

     We operate in four general sectors of the security industry,
Corrections, Attack Protection, Federal Systems and Public Safety.  Our
operations are conducted through our principal subsidiaries and
divisions which we discuss below.

Corrections Segment

     Norment Security Group, Inc. headquartered in Montgomery, Alabama,
provides physical and electronic security products and services primarily
to the corrections industry (jails and prisons) and secondarily to the
courthouse, municipal and commercial markets.

     Norment is a detention contractor, responsible for most
installation work on larger projects.  Installation involves hardline
(steel security doors, frames, locking devices, etc.) and sophisticated
electronic security systems, including software, electronics,
touchscreens, closed circuit television, perimeter alarm devices, etc.
In 2000, Norment introduced its new Maxwall product.  Maxwall is a
modular steel, concrete-filled prefabricated cell construction system,
which provides a less expensive alternative to standard cell
construction techniques.  Norment Regional Offices provide field level
design, installation and maintenance of both hardline and
electronic security products.  In addition to our Montgomery, Alabama
headquarters, we have primary offices located in Hanover, Maryland,
Raleigh, North Carolina, Columbia, South Carolina, Phoenix, Arizona,
Tucson, Arizona, Milwaukee, Wisconsin, and Livermore, California.  We
have smaller offices in Massachusetts and New Jersey.

     Norment's "TrenTech" division is an electronic security systems
designer, manufacturer and integrator.   TrenTech integrates generally
available products and software as well as designing proprietary systems.
TrenTech provides systems to Norment for installation.

     Norment's "Airteq" division, supplemented by Norshield
Corporation's manufacturing capacity (see "Attack Protection Segment"
discussion below), offers a complete line of locks and locking devices
to the corrections industry.

     Combined, Norment supplies physical and electronic security
products, integration services and maintenance for jails, prisons and
courthouses.  Projects range from very small to as large as $20 million.
Security maintenance outsourcing contracts range from very small to over
$1 million per year and provide for the routine maintenance and
emergency repair of sophisticated security control systems and related
equipment.


Attack Protection Segment

     Norshield Corporation manufactures bullet, blast and attack
resistant windows and doors designed for high security applications such
as embassies, courthouses, Federal Reserve buildings and banks.
Norshield's largest customer is the U. S. Department of State, and
Norshield is a major supplier of bullet, blast and attack resistant
products to U. S. Embassies around the world.  Norshield produces an
integrated, structurally secure product where the protection comes not
only from the glass but from the frame and encasement as well. Norshield
also manufactures bullet, blast and attack resistant products on an
Original Equipment Manufacturer basis for a selected group of corporate
clients.  Examples of Norshield's commercial products include security
doors and windows, transaction accessories, cash drawers, guard booths,
toll booths and drive-up windows.  Norshield also manufactures cell door
sliding devices for sale under the Airteq brand.

     SYSCO Security Systems, Inc. has exclusive North American rights to
the PC-ADACS (Alarm and Distributed Access Control System) software
based system developed by Shorrock Electronics in England.  SYSCO also
has a proprietary product, SecurLan, which is designed to provide
physical protection for Local Area Network conduits and cables for
computer networks.

     Fiber SenSys, Inc. designs and manufactures fiber optic sensors
and related systems using optical fiber, priority optics and digital
signal processing including a fiber optic network to tie together
multiple sensors in a large security system.


Federal Systems Segment

     Quanta Systems Corporation has been serving the federal
government's intelligence community since 1950.  Today it serves the
military, government agencies, and state and local customers, providing
specialty engineering and security services, often of a classified
nature.  In recent years, Quanta has developed a special competence in
physical and electronic security, which has become its primary focus.
Quanta, through its Data Control Systems division, provides electronic
black box manufacturing, tactical systems integrations, and the design
and production of proprietary communications products.


Public Safety Segment

     CorrLogic, Inc. develops, installs and maintains extensive
software to manage inmates and other personnel and processes within
the courthouse, jail and prison environments.  CorrLogic software is
designed to handle the country's largest jails, with recent
installations including Wayne County (Detroit), Michigan, Shelby County
(Memphis), Tennessee, and Hennepin County (Minneapolis), Minnesota.


Recent Developments

     On May 11, 2001, we announced a proposed acquisition transaction
with Tiburon, Inc., a provider of automated software and support
services for the public safety and justice markets.  On June 19, 2001,
we completed the first step in that transaction when we purchased
624,996 shares of common stock of Tiburon from certain of Tiburon's
shareholders for $3.0 million in cash for a 12.5% ownership interest.
We also purchased 520,833 newly issued shares of 7.5% cumulative
convertible preferred stock of Tiburon for an additional $3.0 million
in cash.  On a converted basis, our ownership interest in Tiburon is
19.7%.  Our purchase of the Tiburon common stock and preferred stock
was made in conjunction with agreements among CompuDyne, Tiburon and
Tiburon's controlling shareholders providing that we would have the
option, to be exercised within 18 months, to cause Tiburon to be merged
with and into a wholly-owned subsidiary of CompuDyne newly formed for
that purpose.  On July 10, 2001, we announced the commencement of the
merger stage of the agreement.  Consummation of the merger is subject
to the approval of our shareholders, and certain other considerations.
If completed, we expect to include Tiburon in our Public Safety Segment.
In connection with the merger, the selling security holders identified
in this prospectus purchased Common Stock from CompuDyne and our largest
institutional shareholder.  The proceeds to us from that transaction
will be used to pay off our $9,000,000 subordinated note to that former
shareholder, and reduce other CompuDyne debt.


                                RISK  FACTORS

Our Inability To Manage Our Growth Could Adversely Affect Our Prospects
and Results of Operations

     We plan to develop further our existing lines of business in
current markets and to expand into new markets.  To do this, we will
need to continue to enhance our operational and financial systems and
hire additional qualified employees, management, operational and
financial resources. Our inability to manage and administer these
requirements, as needed, could have an adverse effect on our business.


If We Don't Efficiently Integrate Acquired Business, Our Results of
Operations Will Be Adversely Affected

     We also plan to grow our business by acquiring companies that will
compliment our existing products and services or provide an entry into
markets where we do not maintain a presence.  We intend to continue to
acquire companies that are consistent with these goals.  We may not be
able to integrate or manage these businesses so as to produce returns
that justify our investment.  The Tiburon acquisition represents a
significant integration challenge for us.  The issues relating to new
acquisitions, including Tiburon and those not yet identified, may
divert the attention of our management from existing operations, which
may adversely affect our business.


If We Are Unable To Obtain Additional Capital Our Business Could Suffer

     As we expand our business, we will need additional capital.  We
may not be able to generate adequate cash from operations or obtain
adequate financing from external sources.  The issuance of additional
Common Stock to raise capital or to finance acquisitions may result in
dilution to holders of Common Stock.  Debt financing may increase
significantly our leverage and may involve restrictive covenants that
limit our operations.  Future acquisitions also may require approval
from our lenders.


The Loss or Reduction of U. S. Military Contracts Would Adversely Affect
Our Business

     U.S. Military contracts account for a significant portion of our
business.  The U.S. Military funds these contracts in annual
increments, and the contracts require subsequent authorization and
appropriation, which may not occur or which may provide less than the
total amount of the contract.  We may not receive future contracts and
the size of any contracts that we receive may vary.  Fluctuations in
spending by the U. S. Government for national defense could also
adversely affect our ability to receive future contracts.  Additionally,
the U.S. Government may cancel its contracts unilaterally, at its
convenience.  The loss of, or a significant reduction in, this business
would have an adverse effect on our business.


We Are Subject To Substantial Government Regulation Which Impose
Additional Operating Costs On Our Business

     As a contractor with agencies of the U.S. Government and various
state governments, we are obligated to comply with a variety of
regulations governing our operations and the workplace, including
regulations promulgated by, among others, the various states with which
we contract, the U.S. Departments of Commerce, State and Transportation,
the U.S. Environmental Protection Agency, the Occupational Safety and
Health Administration, and the U.S. Bureau of Alcohol, Tobacco and
Firearms.  Our contracts give the contracting agency the right to
conduct audits of our facilities and operations, and these audits occur
routinely.  An audit involves a governmental agency's review of our
compliance with the prescribed procedures established in connection with
the government contract.  We may be subject to investigations as
a result of an audit or for other causes.  Adverse findings in an audit
or other investigation, including violations of environmental or labor
laws, could result in fines or other penalties up to and including
disqualification as a U.S. Government contractor.  U.S. Government
contracts also may contain specific delivery requirements, which
requirements, if not met satisfactorily by us, could result in penalties
assessed against us and a loss of profits.

     Regulations promulgated by the U.S. Commerce Department require us
to obtain a general destination license in connection with the sale of
certain commercial products in foreign countries.  U.S. State Department
regulations also require us to file an export license in
connection with sales of military equipment in foreign countries.
Furthermore, the U.S. State Department prohibits all sales of military
equipment to certain countries, and the U.S. complies with United
Nations trade embargoes.  Foreign countries in which we do business
also have laws and regulations that may restrict our business.  We
believe that we currently conduct our activities and operations in
substantial compliance with applicable U.S. and foreign governmental
laws and regulations, but failure to do so could result in penalties
assessed against us, business disruption and loss of profits.


Transacting Significant Business Outside the United States Could Have
Political and Economic Risks

     We sell our products and services in foreign countries.  Our
international business exposes us to various risks, including exchange
rate fluctuations, foreign import controls, foreign currency
restrictions, U.S. imposed embargoes of sales to specific countries,
expropriation of assets, war, civil uprisings and riots, government
instability and the vagaries of foreign legal systems.  We also may be
subject to unanticipated taxes, duties, or other governmental
assessments.  These risks or other unexpected costs could have an
adverse effect on our business.



Legal Proceedings May Adversely Affect Our Business

     CompuDyne has been served over the past several years with a number
of New York, New Jersey and Pennsylvania lawsuits involving asbestosis
related personal injury and death claims in which York-Shipley, Inc.
and/or CompuDyne Corporation and/or CompuDyne, Inc. is a defendant.  The
complaints against CompuDyne, Inc. have been referred to its trustee in
bankruptcy.  CompuDyne, Inc. is a subsidiary of CompuDyne which filed a
voluntary petition under Chapter 7 of the United States Bankruptcy Code
on or about December 31, 1991.  The filing by CompuDyne, Inc. of its
voluntary petition did not expose CompuDyne to any additional
liability on the asbestosis claims.  CompuDyne itself has been named as
a defendant predominantly since 1998 in cases related to claims in New
York State for asbestos exposure allegedly due to asbestos contained in
York-Shipley manufactured boilers.  These cases are pending in various
state courts in New York, primarily in New York City.  There are also
several cases pending in Florida. CompuDyne has advised its insurers
of each of these cases for which the insurers are providing a defense
pursuant to agreements with CompuDyne, subject to reservation of rights
by the insurer.  The insurers have advised that claims in such
litigation for punitive damages and intentional conduct are not covered.
One of the carriers has given notice that asbestos related claims are
excluded from certain of CompuDyne's insurance policies.  The
insurers have additional coverage defenses which are reserved, including
that claims may fall outside of a particular policy period of coverage.
CompuDyne cannot ascertain the total amount of potential liability with
respect to these matters.  Although it presently does not believe that
any such liability should have a material effect on its financial
position, future operations or future cash flows, litigation is
inherently risky and unexpected results could have a material adverse
effect on CompuDyne.


Our Security and Justice Business Exposes Us to Potential Liability to
Clients and Others Which May Adversely Affect Our Business

     CompuDyne's involvement in the public security and justice business
exposes it to potential liability claims from its clients.  CompuDyne's
products are used in applications where their failure could result in
serious personal injuries and death.  CompuDyne has sought ways to
minimize loss to its clients by obtaining product liability and
professional liability insurance policies, however, a successful claim
could result in liability in excess of coverage limits or the
continuation of insurance coverage and have a material adverse effect on
our business and operations.


                               USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the resale
shares by the selling security holders.  All proceeds from the sale of
the resale shares will be solely for the account of the selling security
holders.


                  PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Price Range of Common Stock

     Our Common Stock is quoted on the NASDAQ National Market, under
the symbol "CDCY".  Prior to June 1999 the stock was traded in the
over-the-counter market.  There were 1,725 common shareholders of
record as of October 23, 2001.

     The following table sets forth the high and low bid prices for
CompuDyne Common Stock from January 1, 1999 through the second quarter
of 1999 on the over-the-counter market, as quoted on the OTC Bulletin
Board and high and low sales prices from the third quarter of 1999 to
October 23, 2001 on the NASDAQ National Market.  Over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily reflect actual
transactions.

                                              
                                      High             Low
                                      ----             ---
YEAR ENDED DECEMBER 31, 1999:
     First Quarter                    $8.250           $3.875
     Second Quarter                    8.750            6.375
     Third Quarter                     8.500            6.000
     Fourth Quarter                    9.125            6.250
YEAR ENDED DECEMBER 31, 2000:
     First Quarter                    12.750            6.375
     Second Quarter                    9.875            7.500
     Third Quarter                     8.750            5.500
     Fourth Quarter                    8.750            6.125
YEAR ENDING DECEMBER 31, 2001:
     First Quarter                     8.063            7.570
     Second Quarter                    9.885            7.625
     Third Quarter                    18.155            8.065
     Fourth Quarter
      (through October 23, 2001)      17.900           12.070




     On October 23, 2001, the last sales price reported for the Common
Stock on the NASDAQ National Market was $14.71 per share.


                        SECURITY HOLDERS

     We are registering for resale, shares of our common stock held by
the security holders identified below.  The security holders acquired
the resale shares in a private placement transaction from us and from
one of our existing shareholders.  We are registering the shares to
permit the security holders and their pledgees, donees, transferees
and other successors-in-interest that receive their shares from a
security holder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus to resell the shares
when they deem appropriate.  The following table sets forth:


     - the name of the security holders,
     - the number and percent of shares of our common stock that the
       security holders beneficially owned prior to the offering for
       resale of any of the shares of our common stock being registered
       by this registration statement,
     - the number of shares of our common stock that may be offered for
       resale for the account of the security holders under this
       prospectus, and
     - the number and percent of shares of our common stock to be held
       by the security holders after the offering of the resale shares
       (assuming all of the resale shares are sold by the security
       holders).

     The number of shares in the column "Number of Shares Being Offered"
represents all of the shares that each security holder may offer under
this prospectus.  We do not know how long the security holders will hold
the resale shares before selling them and we currently have no
agreements, arrangements or understandings with any of the security
holders regarding the sale of any of the shares.  The resale shares
offered by this prospectus may be offered from time to time by the
security holders listed below. This table is prepared based on
information supplied to us by the listed security holders, and assumes
the sale of all of the resale shares.  Based on that information, none
of the listed security holders is a registered broker-dealer.  The
applicable percentages of ownership are based on an aggregate of
6,439,115 shares of our common stock issued and outstanding on June
30, 2001, adjusted on a pro forma basis to include the 1,374,493 shares
issued to the selling stockholders in the private placement transaction,
and is calculated pursuant to rules promulgated by the Securities and
Exchange Commission.

                                             
                Share Beneficially   Number of     Shares Beneficially
Name of         Owed                 Shares        Owned
Selling         Prior to Offering    Being         After Offering (2)
Stockholder     Number    Percent    Offered (1)   Number     Percent
-----------     ------    -------    -----------   ------     -------
Jackson Asset
 Management (3)  20,000      *        20,000         0           *

Kramer Spellman,
 LP (4)          20,000      *        20,000         0           *

Stanley
 Shopkorn (5)    75,000     1.2%      75,000         0           *

Superius Securities
 Money Purchase
 Plan Inc. (6)   25,000      *        25,000         0           *

Malta Partners,
 LP (7)           3,000      *         3,000         0           *

Malta Partners
 II, LP (7)      12,000      *        12,000         0           *

Malta Hedge
 Fund, LP (7)     6,000      *         6,000         0           *

Malta Hedge Fund
 II, LP (7)      33,000      *        33,000         0           *

Malta Offshore,
 Ltd. (7)         6,000      *         6,000         0           *

Sunova Partners,
 LP (8)          25,700      *        25,700         0           *

Sunova Long-Term
 Opportunity Fund,
 L.P. (8)        10,600      *        10,600         0           *

Sunova Offshore,
 Ltd. (8)        48,700      *        48,700         0           *

Eubel Brady &
 Suttman Asset
 Management,
 Inc. (9)       200,000     3.1%     200,000         0           *

Lakeway
 Capital (10)    75,000     1.2%      75,000         0           *

JMG Capital
 Partners,
 L.P. (11)       20,000      *        20,000         0           *

Hilary
 Shane (12)     237,000     3.7%     237,000         0           *

FNY Millenium
 Partners
 L.P. (13)      238,000     3.7%     238,000         0           *

J. Steven
 Emerson Roth
 IRA (14)        75,000     1.1%      75,000         0           *

J. Steven Emerson IRA
 II, c/o Bear Stearns
 Securities Corp,
 custodian (14) 100,000     1.6%     100,000         0           *

Silver Capital
 Management (15) 15,000      *        15,000         0           *

Gross Foundation,
 Inc. (16)       14,000      *        14,000         0           *

Radyr Investments
 Limited (17)    90,000     1.4%      90,000         0           *

Fulton Street
 Capital,
 L.L.C. (18)     10,000      *        10,000         0           *

Raytheon Master
 Pension
 Trust (19)      93,900     1.5%      93,900         0           *

Lee Munder
 Investment
 Partners,
 I, L.P. (19)     7,900      *         7,900         0           *

Lee Munder
 Investment
 Partners,
 Ltd. (19)       73,200     1.1%      73,200         0           *

Gerlach &
 Co. (20)        50,000      *        50,000         0           *

Proximity Fund
 L.P. (21)       10,000      *        10,000         0           *

Stratford Partners,
 L.P. (22)       40,000      *        40,000         0           *

Endeavor Asset
 Management (23) 20,000      *        20,000         0           *

United Capital
 Management,
 Inc. (24)       40,000      *        40,000         0           *


Gabriel Capital
 Group (25)      40,000      *        40,000         0           *

Richard L.  Dreisen
 Rev. Trust for
 Richard L.
 Dreisen (26)    10,000      *        10,000         0           *

Jeffrey
 Schnipper (27)  15,000      *        15,000         0           *

Harvest Partners
 II, LP (28)    100,000     1.6%     100,000         0           *

V4 Partners,
 LP (29)        240,000     3.7%     240,000         0           *

Piedmont Partners,
 Limited Partnership
 (30)            30,000      *        30,000         0           *


Putnam Investment
 Funds Putnam
 Small Cap Value
 Fund (31)      154,300     2.4%     154,300         0           *

Putnam Variable
 Trust Putnam VT
 Small Cap Value
 Fund (31)       45,700      *        45,700         0           *

HLM Securities
 LLC (32)        80,000     1.2%      80,000         0           *

Other Selling
 Stockholders    41,000      *        41,000         0           *



*     Represents beneficial ownership of less than one percent of our
      common stock.

(1)   This registration statement shall also cover any additional shares
      of common stock which become issuable in connection with the
      shares registered for sale hereby as a result of any stock
      dividend, stock split, recapitalization or other similar
      transaction effected without the receipt of consideration which
      results in an increase in the number of our outstanding shares of
      common stock.

(2)   Assumes the sale of all shares offered hereby and no other
      purchases or sales of our common stock.

(3)   Jackson Asset Management, P.O. Box 296, Crested Butte, Colorado
      81224.

(4)   Kramer Spellman, LP, 237 Park Avenue, New York, New York 10017.

(5)   Stanley Shopkorn, 136 East 79th Street, New York, New York 10021.

(6)   Superius Securities Money Purchase Plan, Inc., 94 Grand Avenue,
      Englewood, New Jersey 07631.

(7)   A portion of the 60,000 shares purchased by funds managed by
      Sandler O'Neill Asset Management, LLC, 760 Third Avenue, New York,
      New York 10017..

(8)   A portion of the 85,000 shares purchased by funds managed by
      Sunova Capital, 780 Third Avenue, 30th Floor, New York, New York
      10017.

(9)   Sutton Asset Management, Inc., 777 Washington Village Drive,
      Suite 210, Dayton, Ohio 45459.

(10)  Lakeway Capital, 350 Park Avnue, 3rd Floor, New York, New York
      10022.

(11)  JMG Capital, 1959 Avenue of the Stars, Suite 2538, Los Angeles,
      California 50067.

(12)  Hilary Shane, 201 West 70th Street, #12K, New York, New York
      10023.

(13)  FNY Millenium Partners, L.P., 850 Third Avenue, New York, New
      York 10022.

(14)  Emerson Investment Management, 1999 Avenue of the Stars, Suite
      2530, Los Angeles, California 90067.

(15)  Silver Capital Management, 605 Third Avenue, 19th Floor, New
      York, New York 10158.

(16)  Gross Foundation, Inc., 1660 49th Street, New York, New York
      11204.

(17)  Radyr Investments Limited, c/o Beacon Capital Management, P.O.
      Box 972, Roadtown, Tortolo, British Virgin Islands.

(18)  Fulton Street Capital, LLC, 455 Central Avenue, Suite 112, Cedar
      Hurst, New York 11516.

(19)  A portion of the total of the 170,000 shares purchased by funds
      managed by Lee Munder Investments Partners, 200 Clarendon Street,
      28th Floor, Boston, Massachusetts 02109.

(20)  Gerlach & Co., c/o Citybank, N.A.

(21)  Proximity fund, L.P., 1 Montgomery Street, Suite 3300, San
      Francisco, California 94104.

(22)  Stratford Partners, L.P., 17 Battery Place, Suite 709, New York,
      New York 10004.

(23)  Endeavor Asset Management, 17 Battery Place, Suite 709, New York,
      New York 10004.

(24)  United Capital Management, 410 17th Street, Suite 1705, Denver,
      Colorado 80202.

(25)  Gabriel Capital Group, 450 Park Avenue, Suite 3201, New York,
      New York 10022.

(26)  Richard Dreisen, 7701 Woodmont Avenue, #806, Bethseda, Maryland
      20814.

(27)  Jeffrey Schnipper, 530 East 76th Street, Apt. 25A, New York, New
      York 10021.

(28)  Harvest Partners II, L.P., P.O. Box 477, Bernardsville, New
      Jersey 07924.

(29)  V4 Partners, LP, 201 S. Orange Avenue, Suite 870, Orlando,
      Florida 32801.

(30)  Piedmont Partners, Limited Partnership, 3424 Peachtree Road NE,
      Suite 1700, Atlanta, Georgia 30326.

(31)  A portion of the 200,000 shares purchased by funds managed by
      Putnam Investments, One Post Office Square, Boston, Massachusetts
      02109.

(32)  HLM Management, 100 North Tryon Street, Suite 5130, Charlotte,
      North Carolina 28202.


                             PLAN OF DISTRIBUTION

     The security holders may sell the resale shares from time to time
in one or more transactions at:
     - fixed prices,
     - market prices at the time of sale,
     - varying prices determined at the time of sale, or
     - negotiated prices.

     The security holders will act independently of us in making
decisions regarding the timing, manner and size of each sale.  The
security holders may effect these transactions by selling the resale
shares to or through broker-dealers.  Broker-dealers engaged by the
security holders may arrange for other broker-dealers to participate in
the resales.  The resale shares may be sold in one or more of the
following transactions:

     - a block trade in which a broker-dealer attempts to sell the
       shares as agent but may resell a portion of the block as
       principal to facilitate the transaction,

     - a purchase by a broker-dealer as principal and resale by the
       broker-dealer for its account under this prospectus,

     - an exchange distribution in accordance with the rules of the
       exchange,

     - ordinary brokerage transactions and transactions in which a
       broker solicits purchasers,

     - privately negotiated transactions, and

     - a combination of any of the above transactions.

     We may amend or supplement this prospectus from time to time to
describe a specific plan of distribution.  If the plan of distribution
involves an arrangement with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or
secondary distribution, or a purchase by a broker-dealer, the supplement
will disclose:

     - the name of the selling security holder and the participating
       broker-dealer,

     - the number of shares involved,

     - the price at which the shares were sold,

     - the commissions paid or discounts or concessions allowed to the
       broker-dealer,

     - that the broker-dealer did not conduct any investigation to
       verify the information contained or incorporated by reference in
       this prospectus, and

     - other facts material to the transaction.

     In addition, if a security holder notifies us that a donee or
pledgee of the security holder intends to sell more than 500 shares, we
will file a supplement to this prospectus.

     The security holders may enter into hedging transactions with
broker-dealers in connection with distributions of the resale shares.
In these transactions, broker-dealers may engage in short sales of the
shares to offset the positions they assume with the security
holders.  The security holders also may sell shares short and redeliver
the shares to close out their short positions.  The security holders may
enter into option or other transactions with broker-dealers that require
the delivery to the broker-dealer of the resale shares. The broker-
dealer may then resell or otherwise transfer the shares under this
prospectus.  The security holders also may loan or pledge the resale
shares to a broker-dealer.  The broker-dealer may sell the loaned or
pledged shares under this prospectus.

     Broker-dealers or agents may receive compensation from security
holders in the form of commissions, discounts or concessions.
Broker-dealers or agents may also receive compensation from the
purchasers of the resale shares for whom they act as agents or to
whom they sell as principals, or both.  A broker-dealer's compensation
will be negotiated in connection with the sale and may exceed the
broker-dealer's customary commissions.  Broker-dealers, agents or the
security holders may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with sales of the resale
shares.  Any commission, discount or concession received by these
broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act.

     Because security holders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, they will be subject to the
prospectus delivery requirements of the Securities Act.  In addition,
any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than under this prospectus.  The security holders have advised us
that they have not entered into any agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the sale of
the resale shares.  There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the
security holders.


     The resale shares will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws.
In addition, in certain states the resale shares may not be sold unless
they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement is
available and is complied with.

     Under applicable rules and regulations under the Securities and
Exchange Act of 1934, any person engaged in the distribution of the
resale shares may not simultaneously engage in market making activities
with respect to our common stock for a period of two business days
prior to the commencement of the distribution.  In addition, the
security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of
shares of our common stock by the security holders or any other person.
We will make copies of this prospectus available to the security holders
and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale.

     We will pay all costs, expenses and fees associated with the
registration of the resale shares. The security holders will pay all
commissions and discounts, if any, associated with the sale of the
resale shares.  The security holders may agree to indemnify any
broker-dealer or agent that participates in sales of the resale shares
against specified liabilities, including liabilities arising under the
Securities Act.  The security holders have agreed to indemnify
certain persons, including broker-dealers and agents, against specified
liabilities in connection with the offering of the resale shares,
including liabilities arising under the Securities Act.


       DESCRIPTION OF CAPITAL STOCK AND SHAREHOLDER RIGHTS OF
                              COMPUDYNE

     We describe below CompuDyne's capital stock and the rights of
holders of CompuDyne's common stock.  CompuDyne's articles of
incorporation, as amended, and bylaws, as amended, and the applicable
provisions of the General Corporation Law of the State of Nevada,
referred to in this section as the "Nevada corporation law," will govern
the rights of holders of our common stock.

     The following summary is based on the current terms of our
governing documents  and on the provisions of the Nevada corporation
law.  The discussion highlights important features of the rights of
holders of our common stock.  In addition to the common stock we
describe below, CompuDyne is authorized to issue up to 2,000,000 shares
of preferred stock, none of which is currently issued or outstanding.


CompuDyne's Common Stock

     We are authorized to issue 15,000,000 shares of common stock, par
value $.75 per share.  As of October 9, 2001, 5,167,172 shares of our
common stock were outstanding.  In addition, we had outstanding stock
options to directors, officers and other employees for another 1,261,384
shares of our common stock.  Each share of our common stock has the
same relative rights and is identical in all respects to each other share
of our common stock.

     Holders of our common stock are entitled to one vote per share on
each matter properly submitted to shareholders for their vote, including
the election of directors.  Our common stock is not subject to
additional calls or assessments by us, and all shares of our common
stock currently outstanding are fully paid and nonassessable.  For a
discussion of the voting rights of our common stock, its lack of
preemptive rights, the classification of our board of directors and
provisions of our articles of incorporation and bylaws that may prevent
a change in control of CompuDyne or that would operate only in an
extraordinary corporate transaction involving CompuDyne or its
subsidiaries, see "--Articles of Incorporation and Bylaw Provisions."

     Holders of our common stock may receive dividends, if declared by
our board of directors at a regular or special meeting of the board of
directors, subject to the provisions of our articles of incorporation
and bylaws and the laws of the State of Nevada.  Additionally,
the board of directors may, as it may so determine, prior to paying any
dividend or making any distribution of profits, set aside out of the
net profits of CompuDyne a reserve fund for any purpose as the board of
directors deem conducive to our interests.

     In the unlikely event of any liquidation, dissolution or winding
up of CompuDyne, the holders of our common stock would be entitled to
receive all remaining assets of CompuDyne available for distribution,
in cash or in kind, after payment or provision for payment of all of
our debts and liabilities.


Articles of Incorporation and Bylaw Provisions

     The following discussion summarizes generally the provisions of
our articles of incorporation and bylaws.  The discussion is necessarily
general and you should review our articles of incorporation and bylaws
for additional detail.  Some of the provisions included in our articles
of incorporation and bylaws may serve to discourage a change in control
of CompuDyne even if desired by a majority of shareholders.  These
provisions are designed to encourage potential acquirers to negotiate
directly with our board of directors and to discourage hostile takeover
attempts.


Directors

     Some of the provisions of our articles of incorporation and
bylaws will impede changes in majority control of our board of
directors.  The articles of incorporation and bylaws require that the
board of directors be divided into three classes, with directors in
each class elected for three-year staggered terms.  The articles of
incorporation also state that the board of directors is to be made up
of no less than three and no more than 11 members, the exact number of
directorships to be fixed from time to time by resolution adopted by a
majority of the entire board of directors.  Our bylaws provide that a
director need not be a shareholder of CompuDyne, and may be a salaried
officer or employee of CompuDyne.

     Our articles of incorporation and bylaws require that any vacancy
occurring in the board of directors through death, resignation, removal,
disqualification or other cause, except for a vacancy created by any
increase in the number of directors, is to be filled by a majority
of the directors then in office, although less than a quorum.  A
director of CompuDyne elected to fill such vacancy is for a term
continuing only until the next annual meeting of the shareholders or
any special meeting called for that purpose and held prior thereto.
Any vacancy created or resulting from an increase in the number of
directors shall be filled by a vote of our shareholders.

     Our bylaws provide that the Chairman of the Board or the Vice
Chairman of the Board may be removed or suspended, at any time, by the
affirmative vote of a majority of the whole board of directors, as they
may from time to time determine.

     Our bylaws permit the board of directors, by resolution adopted by
the affirmative vote of a majority of the directors, to create an
executive committee or other committee(s).  Such committee(s) will have
and may exercise all of the authority of the board of directors as
specified in the resolutions establishing the committee.  However, no
such committee will have the power or authority to amend the articles of
incorporation, adopt an agreement of merger or consolidation, recommend
to the shareholder the sale, lease or exchange of all or substantially
all of our property and assets if not made in the ordinary course of
business, recommend to the shareholders a dissolution of CompuDyne or a
revocation of a dissolution, or amend the bylaws, elect or remove
officers of CompuDyne or members of the committee, fix the compensation
of members of any committee and, unless the resolution so specifies, no
such committee will have the power or authority to declare a dividend or
to authorize the issuance of stock.


Annual Meetings of Shareholders

     Our bylaws state that unless the board of directors deems it
advisable, it is not required that the financial reports of CompuDyne's
business be sent to shareholders and do not need to be presented at the
annual meeting.  If the board of directors deems such reports advisable,
the board of directors will determine the contents thereof and the
reports need not be certified by a Certified Public Accountant unless
the board of directors makes such direction.  The continued listing
requirements of the NASDAQ National Market do, however, require that we
hold an annual meeting of shareholders and provide audited financial
statements.


Call of Special Meetings

     Our bylaws provide that a special meeting of shareholders, unless
otherwise provided by law, or the articles of incorporation, may be
called at any time (1) by either the Chairman of the Board or Vice
Chairman of the Board acting alone; (2) when ordered by a majority of
the board of directors; or (3) whenever the holders of at least a
majority in amount of our capital stock having voting power, issued and
outstanding, make a demand in writing that a special meeting should be
called.  At any time, upon receipt of a written request of any person
entitled to call a special meeting, as provided in (1) through (3), the
Secretary of CompuDyne shall call a meeting to be held at such time as
the Secretary will fix, which will not be less than 10 nor more than 60
days of the receipt of the request.  If the Secretary fails, or refuses
to call the meeting, the person(s) making the request may do so.


Shareholder Action without a Meeting

     Our bylaws provide that, except for action required for increasing
the stated capital or indebtedness of CompuDyne, any action required or
permitted to be taken at a meeting of our shareholders may be taken
without a meeting if consent in writing, setting forth the action so
taken, is signed by all the shareholders entitled to vote at a meeting
for such purpose and is filed with the Secretary of CompuDyne.


Notice of Meetings

     Our bylaws require that notice be given not less than 10 nor more
than 60 days prior to each annual or special meeting of shareholders.


Quorum

     Our bylaws provide that the presence, in person or by proxy, of
the holders of a majority of our outstanding shares entitled to vote at
a meeting constitutes a quorum.  Moreover, the shareholders who are
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.  If a meeting cannot be organized due to the
absence of a quorum, those present may, except as otherwise provided by
law, adjourn the meeting to such time and place as they may determine.
In the case of any meeting for the election of directors, those
shareholders who attend the second of such adjourned meeting, although
less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors.


Voting

     Our articles of incorporation provide that for all matters to be
voted upon by our shareholders, each share of our common stock issued
and outstanding shall have one vote.

     For action to be taken by the shareholders, a majority vote is
required, except as set forth below.

     Our articles of incorporation require the affirmative vote or
consent of holders of three-fifths of all classes of our stock entitled
to vote in the election of directors, as one class, (1) for the adoption
of any agreement for the merger or consolidation of CompuDyne with or
into any other corporation, person or other entity, (2) to authorize any
sale, lease or exchange of all, or substantially all, of the assets of
CompuDyne or any other corporation, person or other entity, or (3) to
authorize any sale, lease or exchange to CompuDyne or any subsidiary
thereof, of any assets of any other corporation, person or other entity
in exchange for voting securities of CompuDyne, if, in any such case, as
of the record date of the determination of shareholders entitled to
notice thereof and to vote thereon or to consent thereto, such other
corporation, person or other entity is the record or beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of stock
of CompuDyne entitled to vote in elections of directors, as one class.
This affirmative vote or consent is in addition to the vote or consent
of the holders of stock of CompuDyne otherwise required by law or any
agreement between CompuDyne and any national securities market.

     Our bylaws state that holders of common stock and preferred stock
shall vote as separate classes in connection with a merger, liquidation
or sale of substantially all of the assets of the corporation and such
other action as would adversely affect the holder of common stock or the
holders of preferred stock.


Cumulative Voting

     Our shareholders are not entitled to cumulate voting in the
election of directors.


Voting By Proxy

     Our bylaws permit shareholders to vote by proxy.  The proxy must be
in writing and signed by the shareholder or his duly appointed
attorney-in-fact, and filed with the Secretary of CompuDyne.  An
unrevoked proxy is invalid after six months from the date of its
execution, unless a longer time is specified, but in no event can a
proxy, unless coupled with an interest, be voted on after seven years
from the date of its execution.


Preemptive Rights

     Our articles of incorporation do not provide for the holders of our
common stock to receive any preemptive rights regarding the entity's
securities.


Record Date

     Our bylaws provide that the board of directors may either close the
stock transfer books of CompuDyne for the corporation (for a period not
exceeding 60 days preceding the date of any meeting of shareholders or
the date for payment of any dividend or the date when any change or
conversion or exchange of capital stock shall go into effect, or for a
period not exceeding 60 days in connection with obtaining the consent
of shareholders for any purpose) or fix in advance a date (such date not
to exceed 60 days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend, or the date for the allotment
of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent) for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment or rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent.


Limitation on Liability, Indemnification and Insurance

     Our articles of incorporation provide that no director or officer
of CompuDyne shall be personally liable to the corporation or its
shareholders for damages for breach of their fiduciary duty as a
director or officer; provided, however that the liability of a director
or officer will not be eliminated or limited for:

     - acts or omissions which involve intentional misconduct, fraud or
       a knowing violation of law; or

     - authorizing the unlawful payment of distributions in violation
       of Nevada corporation law (Section 78.300).

     The provision of Nevada corporation law that provides for the
limitations upon director liability referred to above was repealed
effective as of July 1, 2001.  Effective that same date, Nevada
corporation law provides, subject to limited exceptions, that a
director or officer is not individually liable to the corporation or
its stockholders for damages unless it is proven that (a) the director's
or officer's act or failure to act constituted a breach of fiduciary
duty as a director or officer, and (b) such breach involved intentional
misconduct, fraud or a knowing violation of law.

     Our bylaws provide generally for the indemnification of the
officers, directors, employees or agents of CompuDyne (and for other
persons that the board of directors, in its discretion, so determines)
from all expenses actually and reasonably incurred by him, if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to our best interests, and, with respect to criminal action
or proceeding, has not reasonable cause to believe that his conduct was
unlawful.

     Our bylaws permit the board of directors, in its discretion, to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of CompuDyne, against any liability
asserted against him out of his status as such, regardless of whether
such person would be entitled to indemnity and whether or not we have
power to indemnify him.


Amendment to Articles of Incorporation and Bylaws

     Our bylaws state that shareholders entitled to vote thereon shall
have the power to alter, amend or repeal our bylaws, by a majority vote,
at any regular or special meeting, duly convened after notice to the
shareholders of such purpose.

     Our bylaws state that the board of directors, by a majority vote
of the members thereof, shall have the power to alter, amend or repeal
our bylaws, at any regular or special meeting duly convened after
notice of such purpose, subject always to the power of the shareholders
to change such action.

     Our articles of incorporation do not permit an amendment to its
articles of incorporation to amend, alter, change or repeal a provision
of our articles of incorporation that requires the affirmative vote or
consent of all holders of three-fifths of all classes of stock of
CompuDyne entitled to vote in the election of directors, as one class,
for (1) the adoption of any agreement for the merger or consolidation
of CompuDyne with or into, (2) to authorize any sale, lease or exchange
of all, or substantially all, of the assets of CompuDyne, or (3) to
authorize any sale, lease or exchange to CompuDyne or any subsidiary
thereof, in exchange for voting securities of CompuDyne of any assets
of, any other corporation, person or other entity, if, in any such case,
as of the record date of the determination of shareholders entitled
to notice thereof and to vote thereon or to consent thereto, such other
corporation, person or other entity is the record or beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of stock
of CompuDyne entitled to vote in elections of directors, as one class,
unless the amendment receives the affirmative vote or consent of the
holders of three-fifths of all classes of stock entitled to vote in
elections of directors, and considered as one class.

     Our articles of incorporation do not permit an amendment to its
articles of incorporation to amend, alter, change or repeal that certain
provision of our articles of incorporation that specifies the number of
directors, the classes of directors, the number of classes of director,
the election of directors and the terms of directors, unless the
amendment receives the affirmative vote or consent of the holders of
three-fifths of all classes of stock entitled to vote in elections of
directors, and considered as one class.

     For all matters not specified in our articles of incorporation,
the Nevada corporation law requires the board of directors to adopt a
resolution concerning such amendment, and then propose and recommend it
to the shareholders.  In order for such amendment to be effective, a
majority of the shareholders must vote in favor of the amendment and the
amendment must be filed with the Nevada Secretary of State's office.


Nevada General Corporation Law

     Our bylaws do not specify how directors may be removed from office,
therefore according to Section 78.335 of the Nevada corporation law, one
or more of the incumbent directors may be removed from office by the
vote of security holders representing not less than two-thirds of the
voting power of the issued and outstanding stock entitled to voting
power.


                         LEGAL MATTERS

     The validity of the Common Stock will be passed upon for us by
Tyler Cooper & Alcorn, LLP, Hartford, Connecticut.


                            EXPERTS

     The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December
31, 2000 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and
auditing.


              WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other information with the
Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934.  You may read and copy any reports, statements or other
information that we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C.  20549.  You may obtain
information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains
reports, proxy and information statements and other information about
issuers that file electronically with the SEC.  The address of the SEC's
Internet site is http://www.sec.gov.  CompuDyne's common stock is
traded on the NASDAQ National Market under the trading symbol "CDCY."

     In addition, we have filed with the SEC a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended, with respect to
the Common Stock for resale by the security holders by this prospectus.
This prospectus does not contain all the information set forth in the
Form S-3 and the exhibits and schedules filed with it.  Statements
contained in this prospectus as to the contents of any document are not
necessarily complete and, in each instance, such statement is qualified
in all respects by that reference.  The Form S-3, including exhibits and
schedules, may be inspected without charge at the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies may be obtained from the SEC at
prescribed rates.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate" into this prospectus information
that we file with the SEC in other documents.  The information that we
incorporate by reference is considered a part of this prospectus, except
for any information superseded by information presented in this
prospectus.  We are incorporating by reference the following documents
that we have filed with the SEC:

                                        
Filing                             Period of Report or Date Filed
------                             ------------------------------
Annual Report on Form 10-K         For the year ended December 31, 2000
Quarterly Report on Form 10-Q,
 as amended                        For the quarter ended March 31, 2001
Quarterly Report on Form 10-Q      For the quarter ended June 30, 2001
Current Report on Form 8-K         Filed October 9, 2001
Current Report on Form 8-K         Filed October 10, 2001



     In addition, we incorporate any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) under the Securities Exchange
Act of 1934 as may be necessary to keep the Registration Statement on
Form S-3, which we have filed with the SEC, with respect to the Common
Stock for resale by the security holders, effective until the earlier of
(1) two years after the effective date of the Registration Statement; or
(2) such time as all resale shares have been sold.

     These documents are available without charge to you if you call or
write to: CompuDyne Corporation, attention:  Investor Relations
Department, 7249 National Drive, Hanover, Maryland 21076, Telephone (410)
712-0275.


     PART II: INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the expenses expected to be incurred
by the Company in connection with this offering of the shares of Common
Stock being registered hereby.  All amounts, except the SEC registration
fee, are estimated.

                                    
SEC Registration Fee                   $ 9,824.50
* Accounting Fees and Expenses         $ 5,000.00
* Legal Fees and Expenses              $25,000.00
* Blue Sky Fees and Expenses           $ 1,000.00
* Miscellaneous Expenses               $ 1,000.00
Total                                  $41,284.50

EX-3

Exhibit 3(iii)


          Bylaws Amendment dated October 16, 2001

RESOLVED:  That Section 1 of the Bylaws of Company is hereby amended to
read in its entirety as follows:

"Section 1.  Share Certificates.  The shares of the Company shall be
represented by share certificates, which shall be consecutively numbered
and bound in one or more books and shall be issued in order therefrom.
On the stub thereof opposite each such certificate shall be entered the
name and address of the person or corporation owning such shares,
together with the number of shares and the date of issue, and each
certificate shall be receipted upon such stub.

The share certificate shall exhibit the holder's name and number of
shares, and shall be signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary.  The share certificates shall be
sealed with the corporate seal unless an engraved or printed facsimile
thereof shall be represented thereon.  Except as otherwise provided by
the laws of the State of Nevada, or the Articles or Bylaws of this
Company, the form of the share certificate may be altered at any time
by the Board of Directors.

The Company shall be entitled to treat the holder of records of any
shares certificate or certificates as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share certificate or certificates on the
part of any other person whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of
Nevada."