8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                  FORM 8-K


              Current Report Pursuant to Section 13 or 15(d) of
                     The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) . . . . . . .January 2, 1995



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



Pennsylvania             1-4245              23-1408659
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(State or other          (Commission         (I.R.S. Employer
jurisdiction of          File Number)        Identification No.)
Incorporation)


120 Union Street, Willimantic, CT                 06226
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code. (203) 456-4187




 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
        (Former name or former address, if changed since last report)


Item 4 -  Changes in Registrant's Certifying Accountants.


     (a)  The Registrant's principal independent accountant, Coopers & Lybrand
L.L.P. was dismissed on January 2, 1996.  The reports by Coopers & Lybrand
L.L.P. on the Registrant's financial statements for the last two fiscal years
contained no adverse opinion or any disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles. 
There have been no disagreements by the Registrant with Coopers & Lybrand L.L.P.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would have caused it
to make a reference to the subject of such disagreement(s) in connection with
its reports.




Item 7 -  Financial Statements and Exhibits

     (c)  Exhibits - 

          (16) Letter from the Registrant's former independent accountant
               regarding its concurrence with the statements in Item 4(a).


                                 SIGNATURES

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

                                   COMPUDYNE CORP.


                                   /s/ Martin A. Roenigk
                                   Martin A. Roenigk, President

Date: January 5, 1995

EX-16

                                                                   EXHIBIT 16



                  [Letterhead of Coopers & Lybrand L.L.P.]


January 4, 1996




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read the statements made by CompuDyne Corporation (the Company) (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
January 1996.  We agree with the statements concerning our Firm in such Form 
8-K.

Very truly yours,


/s/ Coopers & Lybrand L.L.P.