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


                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                 Date of Report

                                  July 20, 2006

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

                                     NEVADA
                                     ------
         (State or other jurisdiction of incorporation or organization)

                0-29798                             23-1408659
                -------                             ----------
        (Commission File Number)     (I.R.S. employer identification number)


       2530 Riva Road, Suite 201
         Annapolis, Maryland                           21401
       -------------------------                       -----
  (Address of principal executive office)            (Zip code)

               Registrant's telephone number, including area code
                                 (410) 224-4415


                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))





ITEM 3.02 Unregistered Sales of Equity Securities

ITEM 8.01 Other Events

On July 20, 2006, CompuDyne Corporation (the "Company") completed the
acquisition of substantially all of the assets and certain liabilities of
Signami, LLC, a producer of software and hardware systems for signals
intelligence gathering. The Company paid a purchase price of less than three
million dollars through a combination of stock and cash. The Company issued
307,620 shares of its common stock to Signami, LLC as part of the purchase
price. The shares were issued in a private placement which was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

Martin Roenigk, CEO of CompuDyne, said, "We are pleased to make this strategic
acquisition and believe it will significantly enhance our presence in the
domestic and international marketplace for these special systems. This is a
`bolt on' type of acquisition that will enhance our technology and will give us
a state of the art product line. In an increasingly dangerous world, the ability
to gather intelligence on a real-time basis is critical and is in demand by
governments around the world."

The Company in recent years has made a significant investment in positioning
itself as a major supplier for Homeland Defense. Various divisions supply
security integration services, blast and attack resistant windows and doors,
vehicle security barriers, computer aided dispatch and related software for
first responders, and intrusion detection systems. The Data Control Systems
("DCS") division of CompuDyne's Integrated Electronic Systems ("IES")
subsidiary, located in Gaithersburg, Maryland, has spent over 50 years producing
signal intercepts and analysis systems used in intelligence gathering
applications.

Signami, a 5-year old company headquartered in Severna Park, Maryland, has
developed SignalWorks(R), a pre-eminent Windows-based software used worldwide
for signals collection and analysis. Signami hardware and software systems are
widely used by two of the U.S. national intelligence agencies as well as various
components of the Army, Navy, and Air Force. Signami also has supplied such
capabilities to the intelligence agencies of 17 foreign governments under
Department of State export licensing.

The new business unit will operate under the name Signami DCS and will continue
to focus on signal intelligence systems worldwide. Bert Jones, co-founder of
Signami, announced his retirement but will remain through a transition period to
assure a smooth integration. Jones said, "We see many benefits arising from this
merger and believe our customers will be well served by the increased
capabilities that will occur within 4-6 months. Also, we believe our strong
market presence will increase CompuDyne's exposure to our existing customers for
their many security products and services."

"The Signami and DCS technologies are highly complementary," said Phil Blackmon,
President of IES. "Integrating these technologies allows us to increase the
capabilities of both product lines, enabling us to quickly achieve technical
goals previously established at both companies, and saving us considerable
amounts of duplicative research and development time and money. Most
significantly, the synthesis of Signami's sophisticated, higher-level
demodulation algorithms with DCS's comprehensive signals collection and analysis
hardware will dramatically increase our real-time signals exploitation
capabilities. The result will be a flagship product that is a very robust,
highly portable, one-box solution to communications intelligence gathering. The
combination will be a product that will outperform anything the industry has to
offer today."

Mr. Roenigk reinforced the view that this is a synergistic as well as a
strategic acquisition. "We intend to use Signami's existing business
relationships with its security conscious domestic and international customers
to aggressively introduce CompuDyne's physical security products and services.
With the strong financial performance that Signami has experienced throughout
their existence, this acquisition is expected to be accretive to both revenue
and profits immediately."





SIGNATURE

     Pursuant to the requirement 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.

Date:  August 1, 2006



                               COMPUDYNE CORPORATION



                               By: /s/ Geoffrey F. Feidelberg
                                   --------------------------
                                    Geoffrey F. Feidelberg
                               Its: Chief Financial Officer