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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                                  ANNUAL REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004       Commission file number 0-29798

                 ----------------------------------------------

                              COMPUDYNE CORPORATION

                              A NEVADA CORPORATION
                  I.R.S. EMPLOYER IDENTIFICATION NO. 23-1408659

                            2530 RIVA ROAD, SUITE 201
                            ANNAPOLIS, MARYLAND 21401
                             TELEPHONE: 410-224-4415


       Securities registered pursuant to Section 12(b) of the Exchange Act
                                      None

       Securities registered pursuant to Section 12(g) of the Exchange Act

                                (Title of class)
                           Common Stock $.75 par value


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes___ No__X__ .

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K__X__ .

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes__X__  No___ .

     The aggregate market value of registrant's common stock, $.75 stated value
("Common Stock") held by non-affiliates based on the closing price on the last
day of the Company's most recently completed second fiscal quarter, or June 30,
2004, was approximately $73.8 million.

     On March 25, 2005, registrant had a total of 8,123,479 shares of Common
Stock outstanding, which is registrant's only class of common stock.

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                                EXPLANATORY NOTE

CompuDyne Corporation (the "Company") is filing this Amendment No. 1 on Form
10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2004
(which was filed with the Securities and Exchange Commission on March 31, 2005)
to amend and restate Item 9A to include "Management's Annual Report on Internal
Control over Financial Reporting" and the "Report of Independent Registered
Public Accounting Firm" required in Item 9A, and to amend and restate a portion
of Item 15 to report the filing of additional exhibits required in connection
with the amendment and restatement of Item 9A. Except for the amendments
described above, this Amendment does not modify or update the Company's
previously reported financial statements and other financial disclosures in the
original Annual Report on Form 10-K. Unaffected items have not been repeated in
this Amendment No. 1 on Form 10-K/A.


ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's periodic
Securities Exchange Act of 1934 ("Exchange Act") reports is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required financial
disclosure.

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of Company
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).
Based upon, and as of the date of this evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that the Company's disclosure controls
and procedures were not effective because of the material weaknesses discussed
below. To address these material weaknesses, the Company performed additional
analysis and other post-closing procedures to ensure that the consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. Accordingly, management believes that the financial
statements filed in its 2004 Annual Report on Form 10-K filed on March 31, 2005,
fairly present in all material respects the Company's financial condition,
results of operations and cash flows for the periods presented.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act). As of December 31, 2004,
management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting based on the framework established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. A material weakness is a control
deficiency, or combination of control deficiencies, that results in more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. Management has
identified the following material weaknesses.

As of December 31, 2004, the Company did not maintain a sufficient complement of
personnel with an appropriate level of accounting knowledge, experience and
training in the application of accounting principles generally accepted in the
United States of America (GAAP) commensurate with the Company's financial
reporting requirements to support the size, complexity, operating activities,
and locations of the Company. This material weakness contributed to the
following individual material weaknesses as of December 31, 2004:

(1)  The Company did not maintain effective controls over the accounting for
     income taxes, including income taxes payable, deferred income tax assets
     and liabilities and the related income tax provision. Specifically, the
     Company did not have effective controls over the reconciliation between the
     tax and financial reporting bases of the Company's assets and liabilities
     with its deferred income tax assets and liabilities. Additionally, there
     was a lack of oversight and review over the income taxes payable, deferred
     income tax assets and liabilities and the related income tax provision
     accounts by accounting personnel with appropriate expertise in income tax
     accounting. This control deficiency resulted in an audit adjustment to the
     fourth quarter 2004 consolidated financial statements. Additionally, this
     control deficiency could result in a misstatement of the income taxes
     payable, deferred income tax assets and liabilities and the related income
     tax provision accounts that would result in a material misstatement to
     annual or interim financial statements that would not be prevented or
     detected. Accordingly, management has determined that this control
     deficiency constitutes a material weakness.

<PAGE>


(2)  The Company did not maintain effective controls over certain contract
     revenues, contract costs in excess of billings and accounts receivable.
     Specifically, the Company did not have effective controls over the
     accounting for non-routine change orders to customer contracts to ensure
     that change orders were accounted for in accordance with GAAP. This control
     deficiency resulted in an audit adjustment to the fourth quarter 2004
     consolidated financial statements. Additionally, this control deficiency
     could result in a misstatement of the contract revenues, contract costs in
     excess of billings and accounts receivable accounts that would result in a
     material misstatement to annual or interim financial statements that would
     not be prevented or detected. Accordingly, management has determined that
     this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company
did not maintain effective internal control over financial reporting as of
December 31, 2004, based on the criteria established in Internal
Control-Integrated Framework issued by the COSO.

Management's assessment of the effectiveness of the Company's internal control
over financial reporting as of December 31, 2004 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which appears herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of CompuDyne Corporation:

We have audited management's assessment, included in Management's Report on
Internal Control over Financial Reporting appearing under item 9A, that
CompuDyne Corporation did not maintain effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), because the Company did not maintain a
sufficient complement of personnel with an appropriate level of accounting
knowledge, experience and training in the application of accounting principles
generally accepted in the United States of America (GAAP) commensurate with the
Company's financial reporting requirements to support the size, complexity,
operating activities, and locations of the Company, which also contributed to
the following individual material weaknesses: (1) the Company did not maintain
effective controls over the accounting for income taxes, including income taxes
payable, deferred income tax assets and liabilities and the related income tax
provision and (2) the Company did not maintain effective controls over certain
contract revenues, contract costs in excess of billings and accounts receivable.
The Company's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express
opinions on management's assessment and on the effectiveness of the Company's
internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. An audit of
internal control over financial reporting includes obtaining an understanding of
internal control over financial reporting, evaluating management's assessment,
testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

<PAGE>


A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in management's assessment.

As of December 31, 2004, the Company did not maintain a sufficient complement of
personnel with an appropriate level of accounting knowledge, experience and
training in the application of GAAP commensurate with the Company's financial
reporting requirements to support the size, complexity, operating activities,
and locations of the Company. This material weakness contributed to the
following individual material weaknesses as of December 31, 2004:

(1)  The Company did not maintain effective controls over the accounting for
     income taxes, including income taxes payable, deferred income tax assets
     and liabilities and the related income tax provision. Specifically, the
     Company did not have effective controls over the reconciliation between the
     tax and financial reporting bases of the Company's assets and liabilities
     with its deferred income tax assets and liabilities. Additionally, there
     was a lack of oversight and review over the income taxes payable, deferred
     income tax assets and liabilities and the related income tax provision
     accounts by accounting personnel with appropriate expertise in income tax
     accounting. This control deficiency resulted in an audit adjustment to the
     fourth quarter 2004 consolidated financial statements. Additionally, this
     control deficiency could result in a misstatement of the income taxes
     payable, deferred income tax assets and liabilities and the related income
     tax provision accounts that would result in a material misstatement to
     annual or interim financial statements that would not be prevented or
     detected. Accordingly, management has determined that this control
     deficiency constitutes a material weakness.

(2)  The Company did not maintain effective controls over certain contract
     revenues, contract costs in excess of billings and accounts receivable.
     Specifically, the Company did not have effective controls over the
     accounting for non-routine change orders to customer contracts to ensure
     that change orders were accounted for in accordance with GAAP. This control
     deficiency resulted in an audit adjustment to the fourth quarter 2004
     consolidated financial statements. Additionally, this control deficiency
     could result in a misstatement of the contract revenues, contract costs in
     excess of billings and accounts receivable accounts that would result in a
     material misstatement to annual or interim financial statements that would
     not be prevented or detected. Accordingly, management has determined that
     this control deficiency constitutes a material weakness.

These material weaknesses were considered in determining the nature, timing, and
extent of audit tests applied in our audit of the 2004 consolidated financial
statements, and this report does not affect our report dated March 31, 2005 on
those consolidated financial statements.

In our opinion, management's assessment that CompuDyne Corporation did not
maintain effective internal control over financial reporting as of December 31,
2004, is fairly stated, in all material respects, based on criteria established
in Internal Control-Integrated Framework issued by the COSO. Also, in our
opinion, because of the effects of the material weaknesses described above on
the achievement of the objectives of the control criteria, CompuDyne Corporation
has not maintained effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control-Integrated
Framework issued by the COSO.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of CompuDyne Corporation for the year ended December 31, 2004 and in
our report dated March 31, 2005 we expressed an unqualified opinion thereon.

PRICEWATERHOUSECOOPERS LLP

Baltimore, Maryland
June 24, 2005

Remediation of Material Weaknesses

To address the material weaknesses described above, the Company: (1) plans to
ensure that the Company will have sufficient personnel with knowledge,
experience and training in the application of the Company's financial reporting
requirements by reviewing and adapting the structure of the divisional finance
organization including the hiring of additional experienced personnel.
Additionally, the Company plans to ensure that personnel are appropriately
skilled and that staffing is adequate to support the Company's financial
reporting responsibilities, (2) engaged an outside tax consultant, other than
from the Company's independent registered public accounting firm, and intends to
implement an ongoing training program to enhance the capabilities of its
internal tax personnel, and (3) instituted new procedures requiring the
accounting for all significant, non-routine transactions to be approved by the
Corporate Accounting group.

<PAGE>


Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial
reporting that occurred during the quarter ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, such internal
control over financial reporting.


ITEM 15. EXHIBITS.

Exhibits

The Exhibits listed below are filed as part of this Annual Report on Form
10-K/A.

EXHIBIT NO.    DESCRIPTION
-----------    -----------

2(A)           Agreement and Plan of Merger dated as of May 10, 2001 by and
               among CompuDyne Corporation, Tiburon, Inc. and New Tiburon, Inc.,
               herein incorporated by reference to Exhibit 2(c) of Registrant's
               Quarterly Report on Form 10-Q filed May 15, 2001.

2(B)           First Amendment to Agreement and Plan of Merger dated as of
               January 25, 2002 by and among CompuDyne Corporation, Tiburon,
               Inc. and New Tiburon, Inc., herein incorporated by reference to
               Exhibit 2(B) of Registrant's Registration Statement on Form S-4
               dated March 25, 2002.

3(A)           Articles of Incorporation of CompuDyne Corporation filed with the
               Secretary of State of the State of Nevada on May 8, 1996, herein
               incorporated by reference to Registrant's Proxy Statement dated
               May 13, 1996 for its 1996 Annual Meeting of Shareholders.

3(B)           Amendment to the Articles of Incorporation of CompuDyne
               Corporation increasing the number of authorized common shares
               filed with the Secretary of the State of Nevada on February 16,
               2001, herein incorporated by reference to Exhibit 3(B) to the
               Registrant's 10-K filed March 27, 2001.

3(C)           Agreement and Plan of Merger dated May 8, 1996, herein
               incorporated by reference to Exhibit 3(B) to Registrant's 10-K
               filed March 31, 1997.

3(D)           By-Laws, as amended through January 28, 1997 and as presently in
               effect, herein incorporated by reference to Exhibit 3(C) to
               Registrant's 10-K filed March 31, 1997.

10(A)          CompuDyne Corporation 1996 Stock Incentive Compensation Plan for
               Employees, herein incorporated by reference to Registrant's Proxy
               Statement dated July 17, 2001 for its 2001 Annual Meeting of
               Shareholders.

10(B)          Credit Agreement dated November 16, 2001 by and among CompuDyne
               Corporation, its subsidiaries, certain participating lenders and
               PNC Bank, National Association in its capacity as agent for the
               lenders, herein incorporated by reference to Exhibit 10 (b) to
               Registrant's 8-K filed November 21, 2001.

10(C)(1)       Amended and Restated Credit Agreement dated March 31, 2004 by
               and among CompuDyne Corporation and its subsidiaries, certain
               participating lenders and PNC Bank, National Association, in its
               capacity as agent for the lenders, herein incorporated by
               reference to Exhibit 3.1 to Registrant's 10-Q filed May 7, 2004.

10(C)(2)       Amendment to Amended and Restated Credit Agreement dated
               October 29, 2004 by and among CompuDyne Corporation, its
               subsidiaries, certain participating lenders and PNC Bank,
               National Association in its capacity as agent for the lenders,
               herein incorporated by reference to Exhibit 10.1 to Registrant's
               8-K filed on November 1, 2004.

10(C)(3)       Employment Agreement between CompuDyne Corporation and Mr.
               Daniel Crawford herein incorporated by reference, filed on Form
               8-K, October 27, 2004.

10(C)(4)       Transition Agreement by and among CompuDyne Corporation,
               Norment Security Group, Inc., and Mr. Jon Lucynski herein
               incorporated by reference, filed on Form 8-K, January 26, 2005.

10(C)(5)       Report regarding Mr. Bruce Kelling's resignation from the
               Board of Directors herein incorporated by reference, filed on
               Form 8-K, February 10, 2005.

<PAGE>


10(C)(6)       Current report on Form 8-K disclosing the death of Director
               Millard Pryor filed on March 2, 2005.

10(C)(7)       Second Amendment to Amended and Restated Credit Agreement and
               Amendment to Securities Pledge Agreement dated March 4, 2005 by
               and among CompuDyne Corporation, its subsidiaries, certain
               participating lenders and PNC Bank, National Association in its
               capacity as agent for the lenders, herein incorporated by
               referenced to Exhibit 10.1 to Registrant's 8-K filed on March 7,
               2005.

10(D)          1996 Stock Non-Employee Director Plan, herein incorporated by
               reference to Registrant's Proxy Statement dated April 18, 1997
               for its 1997 Annual Meeting of Shareholders.

10(E)          Stock Option Agreement dated August 21, 1995 by and between
               Martin A. Roenigk and CompuDyne Corporation, herein incorporated
               by reference to Exhibit 4.5 to Registrant's Form 8-K filed
               September 5, 1995.

10.3           Compensatory Arrangements herein incorporated by reference to
               Exhibit 10.3 to Registrant's Form 10-K filed March 31, 2005.

21             Subsidiaries of the Registrant herein incorporated by reference
               to Exhibit 21 to Registrant's Form 10-K filed March 31, 2005.

23.1           Consent of Independent Registered Public Accounting Firm -
               PricewaterhouseCoopers LLP.

23.2           Consent of Independent Registered Public Accounting Firm -
               Deloitte & Touche LLP.

23.3*          Consent of Independent Registered Public Accounting Firm -
               PricewaterhouseCoopers LLP.

31.1           Certification of Chief Executive Officer (Section 302).

31.2           Certification of Chief Financial Officer (Section 302).

31.3*          Certification of Chief Executive Officer (Section 302).

31.4*          Certification of Chief Financial Officer (Section 302).

32.1           Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
               Pursuant To Section 906 of The Sarbanes-Oxley Act Of 2002, for
               Mr. Martin Roenigk, herein incorporated by reference to Exhibit
               32.1 to Registrant's Form 10-K filed March 31, 2005.

32.2           Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
               Pursuant To Section 906 of The Sarbanes-Oxley Act Of 2002, for
               Mr. Geoffrey F. Feidelberg, herein incorporated by reference to
               Exhibit 32.2 to Registrant's Form 10-K filed March 31, 2005.

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* Filed as an exhibit to this Form 10-K/A.

<PAGE>


     Signatures


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on June 24, 2005.

                                                     COMPUDYNE CORPORATION

                                                     By: /s/ Martin Roenigk
                                                         -----------------------
                                                         Chief Executive Officer