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, 2006

                         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:  Common
Stock $.75 par value

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [_]  NO [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [_] NO [X]

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 [X] NO [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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. [_]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.
(Check one):

  Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]


Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [_] NO [X]


The  aggregate  market  value of common  equity  held by  non-affiliates  of the
Registrant,  based upon the price the common  equity was last sold on the Nasdaq
National Market on June 30, 2006 was approximately  $42.0 million.  (see ITEM 5)
As of April 4,  2007,  a total of  8,437,915  shares of Common  Stock,  $.75 par
value, were outstanding.

Documents incorporated by reference: Portions of the Proxy Statement relating to
the 2007 Annual Meeting of Shareholders are incorporated in Part III.



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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, 2006
(which was filed with the Securities and Exchange Commission on April 11, 2007)
to amend and restate Item 15 to report the filing of additional exhibits
10(A)(1) and 10(D)(1), and the renumbering of related exhibits required in
connection with amendments to CompuDyne Corporation's 1996 Stock Option Plans.
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 15. INDEX TO EXHIBITS.

                              COMPUDYNE CORPORATION
                                INDEX TO EXHIBITS
                                  (Item 15(b))

2(A).       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(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).       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.

4(A)        CompuDyne Corporation to Wachovia Bank of Delaware, National
            Association as Trustee Indenture dated January 15, 2004, filed as
            Exhibit 4.1 to Form 10-Q filed on May 1, 2006.

4(B)        Specimen Note included as Exhibit A to Exhibit 4.1 of Form 10-Q
            filed on May 1, 2006.

10(A)(1).   Amended and Restated CompuDyne Corporation 1996 Stock Incentive
            Compensation Plan for Employees, herein incorporated by reference to
            Registrant's Proxy Statement dated April 27, 2004 for its 2004
            Annual Meeting of Shareholders.

10(A)(2).   Amendment 2005-1 to the Amended and Restated CompuDyne Corporation
            1996 Stock Incentive Compensation Plan for Employees, herein
            incorporated by reference to Registrant's Proxy Statement dated
            April 29, 2005 for its 2005 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.
<PAGE>

10(C)(3).   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 reference to Exhibit 10.1 to
            registrant's 8-K filed on March 7, 2005.

10(C)(4).   Third Amendment to Amended and Restated Credit Agreement dated
            November 17, 2005 by and among CompuDyne Corporation and PNC Bank,
            National Association, and Sixth Amended and Restated Revolving Note
            dated November 17, 2005, herein incorporated by reference to
            Exhibits 10.1 and 10.2 to Registrant's 8-K filed on November 17,
            2005.

10(C)(5).   Second Amended and Restated Revolving Credit and Security Agreement
            dated December 19, 2005 by and among CompuDyne Corporation, its
            subsidiaries and PNC Bank, National Association, herein incorporated
            by reference to Exhibit 10.1 to Registrant's 8-K filed on December
            19, 2005.

10(D)(1).   CompuDyne Corporation 1996 Stock Option Plan for Non-Employee
            Directors, as amended, herein incorporated by reference to
            Registrant's Proxy Statement dated April 30, 2003 for its 2003
            Annual Meeting of Shareholders.

10(D)(2).   Amendment 2005-1 to the CompuDyne Corporation 1996 Stock Option Plan
            for Non-Employee Directors, herein incorporated by reference to
            Registrant's Proxy Statement dated April 29, 2005 for its 2005
            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(F).*     Compensatory Arrangements.

10(G).      2005 Stock Option Plan for Non-Employee Directors, herein
            incorporated by reference to Registrant's Proxy Statement dated
            April 29, 2005 for its 2005 Annual Meeting of Shareholders.

10(H).      2005 Stock Incentive Compensation Plan for Employees, herein
            incorporated by reference to Registrant's Proxy Statement dated
            April 29, 2005 for its 2005 Annual Meeting of Shareholders.

10(I).      CompuDyne Corporation Retention Plan for Selected Employees, herein
            incorporated by reference to Exhibit 10.1 to Registrant's 8-K filed
            July 1, 2005.

10(J)       The Joinder Agreement and the First Amendment to the Second
            Amendment and Restated Revolving Credit and Security Agreement both
            dated July 14, 2006 by and among CompuDyne Corporation, subsidiaries
            of the Company as co-borrowers and PNC Bank, National Association,
            herein incorporated by reference to Exhibits 10.1 and 10.2 to
            Registrants 8-K filed on July 20, 2006.

10(K)*      The Release and Settlement Agreement between the Company, William
            Blair Mezzanine Capital Fund II, L.P. and Friedman, Billings, Ramsey
            Group, Inc., initially filed as Exhibit 10.1 to Form 8-K filed
            November 21, 2006.

10(L)*      The Second Amendment to the Second Amended and Restated Revolving
            Credit and Security Agreement both dated December 5, 2006 by and
            among CompuDyne Corporation, subsidiaries of the Company as
            co-borrowers and PNC Bank, National Association.

10(M)       Employment Agreement between CompuDyne Corporation and Mr. Bradley
            Wiggins herein, incorporated by reference to Exhibit 10.1, filed on
            Form 8-K on November 30, 2006.

10(N)       The Third Amendment to the Second Amended and Restated Revolving
            Credit and Security Agreement dated March 28, 2007 by and among
            CompuDyne Corporation, subsidiaries of the Company as co-borrowers
            and PNC Bank, National Association, herein incorporated by reference
            to Exhibit 10.1, filed on Form 8-K on March 30, 2007.

21.*        Subsidiaries of the Registrant.

23.1*       Consent of Independent Registered Public Accounting Firm - Aronson &
            Company.

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

31.1**      Certification by Mr. Martin Roenigk, Chief Executive Officer
            pursuant to Rule 13a-14(a).

31.2**      Certification by Mr. Geoffrey F. Feidelberg, Chief Financial Officer
            pursuant to Rule 13a-14(a).

32.1*       Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of
            2002, 18 U.S.C. Section 1350, for Mr. Martin Roenigk, Chief
            Executive Officer.

32.2*       Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of
            2002, 18 U.S.C. Section 1350, for Mr. Geoffrey F. Feidelberg, Chief
            Financial Officer.

* Filed as an exhibit to the Form 10-K dated April 11, 2007.

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

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<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 May 11, 2007.



                                 COMPUDYNE CORPORATION

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