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Exhibit 4.1    
    



	NUMBER	 	 	 	SHARES
	S 19874	 	 	 	SPECIMEN
	 	 	CompuDyne Corporation	 	 
	

 	
 	
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA	
 	

 
	
COMMON STOCK	
 	

 	
 	

COMMON STOCK
 SEE REVERSE FOR CERTAIN DEFINITIONS
	
THIS CERTIFIES THAT	
 	

 	
 	

CUSIP 204795 30 6
	 	 	 	 	 
	 	 	 	 	 
	 	 	SPECIMEN	 	 
	 	 	 	 	 
	 	 	 	 	 
	is the owner of
 	 	 	 	 
	
	 	 	 	 




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.75 PER SHARE OF 


CompuDyne Corporation, transferable on the books of the Corporation in
person of by any Attorney upon surrender of this Certificate properly endorsed.

        This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

        WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.  


 Dated:  



	                                        
           /s/ W. C. Rock	 	[SEAL]	 	                /s/ Martin A. Roenigk
	                                        
          SECRETARY

	 	 	 	                        CHAIRMAN OF THE BOARD









	COUNTERSIGNED AND REGISTERED:
 REGISTRAR AND TRANSFER COMPANY



TRANSFER AGENT

AND REGISTRAR


	BY


	

	AUTHORIZED SIGNATURE











COMPUDYNE CORPORATION  


        The Corporation will furnish to any shareholder without charge upon request to the transfer agent named on the face of this Certificate a
full statement of (1) the designations, preferences, limitations and relative rights of the shares of each class of stock authorized to be issued, and (2) any variations in the relative
rights and preferences between the shares of each series of preferred stock or preference stock fixed by the Board of Directors and the authority of the Board to fix and determine the relative rights
and preferences of subsequent series.  


        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations: 



	

TEN COM	
 	

—	
 	

as tenants in common	
 	

UNIF GIFT MIN ACT—	
 	

                       Custodian	
 	

                     
	 	 	 	 	 	 	 	 	(Cust)                 	 	(Minor)
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	under Uniform Gifts to Minors
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	Act                      

            (State)






Additional abbreviations may also be used though not in the above list. 


For value received,                  hereby sell, assign and transfer unto



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 





	

	

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
	


	







	
	 	shares





	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	

	
 	

Attorney
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.





	Dated	 	 
	 	 	

	 	 	 
	
	 	 





	 	 	

	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 	 	 
	 	 	 
	 	 	 
	SIGNATURE(S) GUARANTEED:	 	 
	 	 	

	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C RULE 17Ad-15.











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Exhibit 4.1