AGREEMENT AND PLAN OF MERGER

THIS PLAN OF MERGER (the "Agreement"), dated as of May 8, 1996, is made
and entered into by and between CompuDyne Corporation, a Pennsylvania
Corporation (the "Company"), and CompuDyne Corporation, a Nevada
corporation ("CompuDyne Nevada").

 WITNESSETH:

 WHEREAS, the Company is a Pennsylvania corporation; 1635 Market Street,
Philadelphia, PA 19103; and

 WHEREAS, CompuDyne Nevada is a Nevada corporation and a wholly owned
subsidiary of the Company; and

 WHEREAS, the respective Boards of Directors of the Company and CompuDyne
Nevada have determined that it is desirable to merge (the "Merger") the
Company with and into CompuDyne Nevada, with CompuDyne Nevada as the
surviving corporation under the name "CompuDyne Corporation"; and

 WHEREAS, the Company, as sole shareholder of CompuDyne Nevada, has
executed a written consent approving the Merger.

 NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                 ARTICLE I

                                  MERGER

 On the effective date of the Merger (hereinafter referred to as the
"Effective Date") as provided herein, the Company shall be merged with
and into CompuDyne Nevada, the separate existence of the Company shall
cease and CompuDyne Nevada (hereinafter sometimes referred to as the
"Surviving Corporation") shall continue to exist under the name
"CompuDyne Corporation," by virtue of, and shall be governed by, the laws
of the State of Nevada.  The address of the registered office of the
Surviving Corporation in the State of Nevada will be 318 North Carson
Street, Suite 214, Carson City, Nevada 89701.  The name of the Surviving
Corporation shall be CompuDyne Corporation.

                                 ARTICLE II

               ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

 From and after the Effective Date, the Articles of Incorporation (the
"Nevada Articles of Incorporation") of CompuDyne Nevada (as in effect at
the Effective Date) shall be the Articles of Incorporation of the
Surviving Corporation unless and until amended in accordance with
applicable law.





                                ARTICLE III

                    BYLAWS OF THE SURVIVING CORPORATION
 From and after the Effective Date, the Bylaws (the "Nevada Bylaws") of
CompuDyne Nevada (as in effect at the Effective Date) shall be the Bylaws
of the Surviving Corporation unless and until amended in accordance with
applicable law.

                                ARTICLE IV

               EFFECT OF MERGER ON STOCK OF CONSTITUENT CORPORATIONS

 4.01.  On the Effective Date, each outstanding share of common stock of
the Company, $.75 par value per share (the "Common Stock"), shall be
converted into and exchanged for one share of common stock, $.75 par
value per share (the "Nevada Common Stock"), of CompuDyne Nevada; each
outstanding share of  Series D Preference Stock of the Company, no par
value per share ( the "Pennsylvania Series D Preference Stock"), shall be
converted into and exchanged for one share of a series of preference
stock of CompuDyne Nevada, no par value per share (the "Nevada Series D
Preference Stock"), with designations, preferences, powers, rights,
qualifications, limitations and restrictions equivalent to the
Pennsylvania Series D Preference Stock; and each outstanding share of
Nevada Common Stock held by the Company immediately before the effective
time of the Merger shall be retired and canceled and assume the status of
authorized but unissued shares of Nevada Common Stock.

 4.02.  All outstanding options, warrants and other rights to acquire the
Common Stock outstanding on the Effective Date will automatically be
converted into equivalent options, warrants and other rights to purchase
the same number of shares of Nevada Common Stock.  In addition, each of
the Company's employee benefit plans shall be continued and assumed by
CompuDyne Nevada.

 4.03.  After the Effective Date, certificates representing shares of the
Common Stock and the Pennsylvania Series D Preference Stock will
represent shares of Nevada Common Stock and Nevada Series D Preference
Stock, as the case may be, and upon surrender of the same to the transfer
agent for the Company, the holder thereof shall be entitled to receive in
exchange therefor a certificate or certificates representing the number
of shares of Nevada Common Stock or Nevada Preferred Stock, as the case
may be, into which such shares shall have been converted pursuant to
Article 4.01 of this Agreement.  The stock transfer books of the Company
will be closed upon effectiveness of the Merger and all subsequent
transfers of record of certificates previously representing shares of
capital stock will be made in the stock transfer books of CompuDyne
Nevada.

                                 ARTICLE V

          CORPORATE EXISTENCE, POWERS AND LIABILITIES OF SURVIVING 
                                 CORPORATION

 5.01.  On the Effective Date, the Merger shall have the effects set
forth in Chapter 19, Subchapter C of the Pennsylvania Business
Corporation Law (the "PBCL") and Sections 92A.250 and 92A.260 of the
Nevada General Corporation Law (the "NGCL").  All corporate acts, plans,
policies, agreements, arrangements, approvals and authorizations of the
Company, its shareholders, Board of Directors and committees thereof,
officers and agents that were valid and effective immediately prior to
the Effective Date, shall be taken for all purposes as the acts, plans,
policies, agreements, approvals and authorizations of the Surviving
Corporation and shall be as effective and binding thereon as the same
were with respect to the Company.  The employees and agents of the
Company shall become the employees and agents of the Surviving
Corporation and continue to be entitled to the same rights and benefits
that they enjoyed as employees and agents of the Company.

 The requirements of any plans or agreements of the Company involving the
issuance or purchase by the Company of certain shares of its capital
stock shall be satisfied by the issuance or purchase of one share of the
Surviving Corporation for every one share of the Common Stock.

 5.02.  The Company agrees that it will execute and deliver, or cause to
be executed and delivered, all such deeds and other instruments and will
take or cause to be taken such further action as the Surviving
Corporation may deem necessary in order to vest in and confirm to the 
Surviving Corporation title to and possession of all the property,
rights, privileges, immunities, powers, purposes and franchises, and all
and every other interest of the Company and otherwise to carry out the
intent and purposes of this Agreement.

                                 ARTICLE VI

                  OFFICERS AND DIRECTORS OF SURVIVING CORPORATION

 6.01.  The directors of the Company at the Effective Date shall be the
directors of the Surviving Corporation until their successors shall have
been duly elected and qualified or appointed and qualified or until their
earlier death, resignation or removal in accordance with the Nevada
Articles of Incorporation, the Nevada Bylaws and applicable law. From and
after the Effective Date, the officers of the Company shall be the
officers of the Surviving Corporation until their successors shall have
been duly appointed and qualified or until their earlier death,
resignation or removal in accordance with the Nevada Articles of
Incorporation, the Nevada Bylaws and applicable law.  As of the Effective
Date, the committees of the Board of Directors of the Surviving
Corporation shall be the same as and shall be composed of the same
persons who are serving on the committees of the Board of Directors of
the Company as they existed immediately before such date.

 6.02.  If, upon the Effective Date, a vacancy shall exist in the Board
of Directors of the Surviving Corporation, such vacancy shall be filled
in the manner provided by the Nevada Bylaws.

                                 ARTICLE VII

             APPROVAL BY SHAREHOLDERS, EFFECTIVE DATE, CONDUCT OF 
                        BUSINESS PRIOR TO EFFECTIVE DATE

 7.01  As soon as practicable after approval of this Agreement by the
shareholders of the Company, the Company and CompuDyne Nevada will
execute Articles of Merger or other applicable certificates or
documentation effecting this Agreement and shall cause the same to be
filed with the Secretaries of State of Pennsylvania and Nevada,
respectively, in accordance with the PBCL and the NGCL, as appropriate.
The Effective Date shall be the date on which the Merger becomes
effective under the PBCL or the date on which the Merger becomes
effective under the NGCL, whichever occurs later.

 7.02.  The Boards of Directors of the Company and CompuDyne Nevada may
amend this Agreement at any time prior to the Effective Date, provided
that an amendment made subsequent to the approval of the Merger by the
shareholders of the Company may not change:  (1) the amount or kind of
shares, obligations, cash, property or rights to be received in exchange
for or on conversion of all or any of the shares of the constituent
corporations; (2) any term of the Nevada Articles of Incorporation to be 
effected by the Merger; and (3) any of the terms and conditions of this
Agreement if the change would adversely affect the holders of any shares
of the constituent corporations.

                                ARTICLE VIII

                           TERMINATION OF MERGER

 This Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Date, whether before or after shareholder approval
of this Agreement, by the consent of the Boards of Directors of the
Company and CompuDyne Nevada.  In the event of such termination and
abandonment, this Agreement shall become null and void and have no
effect, without any liability on the part of any party to this Agreement
or to their shareholders, directors or officers.

                                ARTICLE IX

                               MISCELLANEOUS

 This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all such counterparts
shall together constitute one and the same instrument.

 IN WITNESS WHERE OF, the parties hereto have caused this Agreement to be
duly and validly executed, as of the date first above written.


COMPUDYNE CORPORATION                      COMPUDYNE CORPORATION
 a Pennsylvania corporation                 a Nevada corporation


/s/  Martin Roenigk                         /s/  Martin Roenigk
-------------------                         -------------------
 By: Martin Roenigk                          By: Martin Roenigk
 President                                   President

 ATTEST:                                    ATTEST:


/s/ Diane Burns                             /s/ Diane Burns
-------------------                         -------------------
Diane Burns                                 Diane Burns
Secretary                                   Secretary