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

                              FORM 10-K

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

             For the fiscal year ended DECEMBER 31, 2001
                                 OR
   [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ________ to  ________

                   Commission File Number 0-29798

                        CompuDyne Corporation
         (Exact name of registrant as specified in its charter)

                 Nevada                     23-1408659
          (State or other jurisdiction of  (I.R.S. Employer
         incorporation or organization)     Identification No.)

        7249 National Drive, Hanover, Maryland          21076
        (Address of principal executive offices)     (Zip Code)

  Registrant's telephone number, including area code: (410)712-0275

  Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to section 12(g) of the Act:
  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   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. [X].

        As of March 26, 2002, a total of 6,687,065 shares of Common
Stock, $.75 par value, were outstanding. The aggregate market value of
Common Stock held by non-affiliates of the Registrant, based upon the
average of the bid and asked prices on the Nasdaq National Market on
March 26, 2002 was approximately $55.5 million.
                            (see ITEM 5).

Documents incorporated by reference: Portions of the Prospectus/Proxy
Statement included on Form S-4 relating to the 2002 Annual Meeting of
Shareholders and the Current Report on Form 8-K filed on March 25, 2002,
                     are incorporated in Part III.
















































                                 PART I
ITEM 1.  BUSINESS

Description of Business
-----------------------
CompuDyne Corporation ("CompuDyne" or the "Company"), a Nevada
corporation, incorporated in Pennsylvania on December 8, 1952, changed
its state of incorporation to Nevada on May 8, 1996. CompuDyne
Corporation is a leading provider of products and services to the Public
Security market.  We operate in four (4) specific segments in this
marketplace: Corrections, Attack Protection, Federal Systems and Public
Safety.

Our Corrections segment is headquartered in Montgomery, Alabama and is
known to the trade as Norment Security Group.  This segment provides
physical and electronic security products and services to the corrections
industry (prisons and jails) and to the courthouse, municipal and
commercial markets.  Norment serves as a contractor, responsible for most
installation work on larger projects.  Installations involve hard-line
(steel security doors, frames, locking devices, etc.) and sophisticated
electronic security systems, including software, electronics,
touch-screens, closed circuit TV, perimeter alarm devices and other
security monitoring controls.  In 2001, Norment received its first order
for its newly introduced MaxWall product.  MaxWall is a modular steel,
concrete filled prefabricated cell construction system.  It allows for
construction projects to use considerably less space and can save the
project owner significant amounts of money.  In 2001, the Company was
awarded a contract for 1,100 MaxWall cells to be installed in a new
high-rise jail being constructed in downtown Phoenix, Arizona.  By
utilizing our MaxWall product, the jail owner was able to reduce the
project size by over 30,000 square feet and thus remove one full floor
from the jail.  Norment, through a network of regional offices provides
field level design, installation and maintenance of both physical and
electronic security products.

Included in our Corrections segment is our Trentech line which designs,
manufactures and integrates electronic security systems. Trentech
integrates generally available products and software as well as designing
its own proprietary systems. Trentech has developed a sophisticated
proprietary video badging system, which has become the virtual standard
for the United States Air Force and has been installed at over 200 US Air
Force facilities throughout the world.

The Corrections segment also manufactures a complete line of locks and
locking devices under the brand name Airteq.  We are an industry leader
in pneumatic and electro-mechanical sliding devices used in the
corrections industry.

Our Attack Protection segment is the country's largest manufacturer of
bullet, blast and attack resistant windows and doors designed for
high-level security applications such as embassies, courthouses, Federal
Reserve buildings, banks, corporate headquarters and other facilities
that insist on having the highest level of protection presently
available.  We are the premiere provider of Level 8 security products,
the highest rating level of commercial security products.  Existing
product installations number in the thousands and range from the Middle
East to the White House to the corner drug store.  Additionally, this
division is finalizing plans to manufacture pop-up barrier security
systems.  The Attack Protection segment's largest customer to date is
the United States Department of State.  We are the largest supplier of
bullet and blast resistant windows and doors to United States embassies
throughout the world.  The product manufactured is an integrated and
structurally secure product where the rated protection comes not only
from the glass but also from the frame and encasement, which are
specifically designed to become integral parts of the structure into
which they are to be installed.  We also manufacture our attack
resistant windows and doors as an Original Equipment Manufacturer (OEM).
As an OEM, our products are ultimately sold to drug stores, convenience
stores, and banks to secure drive through facilities.  Other commercial
applications include guard booths, tollbooths, cash drawers and other
similar items.

In addition, the Attack Protection segment manufactures a highly
sophisticated fiber optic system, known as Fiber SenSys, used to detect
physical intrusion.  This application is designed to protect large
perimeters including such applications as oil fields, airport tarmacs,
public utilities, nuclear reactors and water systems.  In addition it
has been installed to guard the perimeters of numerous private estates
and other similar properties.  A related product is our SecurLan
product, which protects data lines from physical intrusion using a fiber
optic technology similar to our Fiber SenSys technology.

Our Federal Systems segment is known as Quanta Systems Corporation.
This segment has been serving the federal government's security needs
since 1952.  Its customer base includes military, governmental agencies,
and state and local governmental units.  Federal Systems provides turnkey
systems integration of public security and safety systems.  We are
classic security integrators.  We specialize in a wide range of
customized access control and badging, intrusion detection, surveillance
and assessment, communications, command and control, fire and life
safety, and asset tracking systems.  Federal Systems provides central
station oversight and control of multiple and separate facilities as well
as security and public life safety systems and equipment.

Our Public Safety segment currently consists of our subsidiary known to
the industry as CorrLogic, Inc..  This company is a leading developer of
inmate management and institutional medical software systems.  We
specialize in the development, implementation and support of complex,
integrated inmate management software systems that improve the efficiency
and accuracy of correctional facility operations.  CorrLogic's focus is
entirely on information solutions for the corrections industry.

We are expanding our offerings in the Public Safety sector through our
strategic investment in Tiburon, Inc., ("Tiburon") and our planned full
acquisition of Tiburon. Tiburon provides sophisticated software products
that serve the command and control and records management systems for law
enforcement, fire and rescue, corrections and justice environments.
Tiburon is a market leader in the development, implementation and support
of public safety and justice automation systems worldwide since 1980.
With more than 350 systems supporting over 1,000 agencies, Tiburon is a
leader in public safety and justice solutions.

On June 19, 2001, we purchased 624,996 shares of common stock of Tiburon
from Tiburon's shareholders for $3.0 million, representing a 12.5%
ownership interest.  We also purchased 520,833 newly issued shares of
7.5% cumulative convertible preferred stock of Tiburon for an additional
$3.0 million.  When converted, this preferred stock represents an
additional 10.3% ownership interest.  On January 25, 2002, we entered
into a First Amendment to the Merger Agreement with Tiburon whereby upon
the satisfaction of certain conditions, including shareholder
ratification, obtaining financing satisfactory to us and other
conditions, we agreed to purchase all of the remaining issued and
outstanding common shares as well as any warrants or preferred shares for
a combination of CompuDyne stock and cash.  The cash consideration, which
is primarily at our discretion will be for between 35% and 50% of the
Tiburon common shares, warrants and preferred shares and is calculated
at $4.80 per Tiburon share plus increments of $.045 per share for each
full month between September 2, 2001 until March 2, 2002 and $.05 per
share per month thereafter (the "Cash Consideration").  The stock
consideration, payable in the form of CompuDyne common shares, which is
primarily at our discretion will be between 50% and 65% of the Tiburon
shares, warrants and preferred shares and is determined by applying an
exchange ratio and is calculated by dividing the cash consideration by
$11.00.  Assuming the transaction was to close in the later part of May
2002, the exchange ratio for the stock consideration would be
$5.17/$11.00 or .47 shares of CompuDyne stock for each share of Tiburon
stock exchanged for CompuDyne stock.  Assuming 50% of Tiburon's shares
are exchanged for cash consideration and 50% are exchanged for stock
consideration, then we would purchase the shares of Tiburon we don't
already own for approximately $12 million in cash and 1.2 million shares
of CompuDyne stock.

At December 31, 2001 the Company had approximately $118 million in
backlog.

Direct sales to the U.S. Government for the years ended December 31,
2001, 2000, and 1999 were approximately $21.4 million, $11.8 million and
$10.9 million, respectively, or 16.8%, 9.0% and 9.8% of the Company's
total net sales for the respective years.

Market
------

The market for jail and prison security systems is related to new
facility construction, existing facility upgrades, and the trend towards
outsourcing government services. Approximately $3.1 billion is spent
annually on correctional facility construction, of which typically
14%-15% relates to security hardware and security electronics. Most
upgrade and all maintenance work would be in addition to the amount spent
on contracting.  The new Maxwall product introduced by Norment has the
potential to more than double these percentages to 28%-30%.  Other
security markets, which the Company serves, including state and local
government facilities, federal government facilities, and large
commercial installations are much larger.

The Company faces considerable competition, from large and small
companies, in all of its lines of business. While the Company is the
largest supplier of physical and electronic security to the corrections
industry, it does compete with one other medium sized competitor and
many small competitors.

Most of the Company's business is done on a bid or request for proposal
basis. Much of the Federal Systems work is on a cost plus basis and is
subject to audit by the Defense Contract Audit Agency, ("DCAA").

General Information
-------------------

The Company purchases most of the parts and raw materials used in its
products from various suppliers.  The primary raw materials used in the
manufacturing of its products are electronic components and steel or
aluminum sheets, stampings and castings.  These materials are generally
available from a number of different suppliers.  While the bulk of such
raw material is purchased from relatively few sources of supply, the
Company believes that alternative sources are readily available.

There is no significant seasonality in CompuDyne's business.

At December 31, 2001, the Company had 716 permanent employees.  None of
the permanent employees are subject to collective bargaining agreements.
The Corrections Segment regularly hires union personnel on a temporary
basis for field projects.  These personnel are subject to various
collective bargaining agreements depending on their skills and locale.
At December 31, 2001, 99 of these temporary employees were covered under
collective bargaining agreements.

Cautionary Statement Regarding Forward-Looking Information
----------------------------------------------------------

Any statements in this annual report that are not statements of
historical fact are forward-looking statements that are subject to a
number of important risks and uncertainties that could cause actual
results to differ materially.  Specifically, any forward-looking
statements in this annual report related to the Company's objectives of
future growth, profitability and financial returns are subject to a
number of risks and uncertainties, including, but not limited to, risks
related to a growing market demand for the Company's existing and new
products, continued growth in sales and market share of the Company's
products, pricing, market acceptance of existing and new products,
general economic conditions, competitive products, and product and
technology development.  There can be no assurance that such objectives
will be achieved.




ITEM 2.  PROPERTIES

The Company occupies its principal executive offices close to Baltimore
Washington International Airport in Hanover, Maryland.  The Company
leases approximately 3,200 square feet of office space.

At December 31, 2001 the Corrections segment leased primary facilities
for engineering, assembly and administration including Alabama -- 62,075
square feet, California -- 15,795 square feet, Oregon -- 30,327 square
feet, Maryland -- 9,500 square feet, Arizona -- 4,000 square feet, North
Carolina -- 1,800 square feet and Wisconsin -- 5,200 square feet.

At December 31, 2001 the Attack Protection segment owned primary
facilities for engineering, manufacturing and administration in Alabama
-- 136,703 square feet.  This facility is encumbered by an Industrial
Revenue Bond.  The Attack Protection segment also leases 6,466 square
feet of office/warehouse space in Oregon.  The Company is purchasing and
outfitting a new 75,000 square foot facility in Montgomery, Alabama to
increase capacity of the Attack Protection segment.

At December 31, 2001 the Federal Systems segment leased primary
facilities for engineering, assembly and administration in Maryland --
18,090 square feet.

At December 31, 2001 the Public Safety segment leased primary facilities
for engineering, and administration in Colorado -- 15,378 square feet.

The Company leases only those properties necessary to conduct its
business and does not invest in real estate or interests in real estate
on a speculative basis. The Company believes that its current properties
are suitable and adequate for its current operations, however; as its
operations grow, additional space may be required to service contracts
in other areas.

ITEM 3.  LEGAL PROCEEDINGS

The Company is party to certain legal actions and inquiries for
environmental and other matters resulting from the normal course of
business.  Although the total amount of liability with respect to these
matters cannot be ascertained, management of the Company believes that
any resulting liability should not have a material effect on its
financial position, results of future operations or cash flows.

The Company has been served over the past several years with a number of
New York, New Jersey and Pennsylvania lawsuits involving asbestosis
related personal injury and death claims in which York-Shipley, Inc.,
(a former subsidiary of CompuDyne, Inc.) and/or CompuDyne Corporation
and/or CompuDyne, Inc., (an inactive subsidiary) is a defendant.  The
complaints against CompuDyne, Inc. have been referred to the trustee in
bankruptcy for CompuDyne, Inc.  The Company itself has been named as a
defendant more frequently in 1999, 2000 and 2001 in New York state
litigation and has advised its insurers of each of these cases for which
the insurers are providing a defense pursuant to agreement with the
Company, subject to reservation of rights by the insurer.  The insurers
have advised that claims in such litigation for punitive damages and
intentional conduct are not covered.  The Company cannot ascertain the
total amount of potential liability with respect to these matters, but
does not believe that any such liability should have a material effect
on its financial position, future operations or future cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 25, 2002, the Company filed a Proxy Statement/Prospectus
requesting its shareholders to consider and vote on a proposal to
approve and adopt the Agreement and Plan of Merger, dated as of May 10,
2001, as amended by the First Amendment to the Agreement and Plan of
Merger, dated as of January 25, 2002, by and among CompuDyne, New
Tiburon, Inc., a wholly owned subsidiary of CompuDyne, and Tiburon,
Inc., the merger of Tiburon into New Tiburon, and other transactions
contemplated by the Merger Agreement, as described in the Proxy
Statement/Prospectus filed with the Securities and Exchange Commission
on Form S-4.





































                               PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

The information regarding market, market price range and dividend
information appearing under "Common Stock Market Prices" on the last
page of the Company's 2001 Annual Report to Stockholders which is
included in the Current Report on Form 8-K filed on March 25, 2002,
is herein incorporated by reference.

As of March 26, 2002, there were approximately 1,713 registered holders
of record of CompuDyne's common stock.

ITEM 6.  SELECTED FINANCIAL DATA

The information regarding selected financial data for the fiscal years
1997 through 2001, under the heading "Selected Financial Data -
CompuDyne" on page 11 of Form S-4 filed with the Securities and Exchange
Commission on March 25, 2002, is herein incorporated by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The information appearing under the heading "Management's Discussion and
Analysis of Financial Condition and results of Operations" on pages 18
through 27 of the Company's Annual Report to Stockholders which is
included in the Current Report on Form 8-K filed on March 25, 2002, is
herein incorporated by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
------------------
CompuDyne has fixed and variable rate notes payable.  These on-balance
sheet financial instruments expose the Company to interest rate risk,
with the primary interest rate exposure resulting from changes in the
LIBOR rate used to determine the interest rate applicable to the
borrowing under the Company's loan from PNC Bank and SunTrust Bank.

The information below summarizes CompuDyne's sensitivity to market risks
associated with fluctuations in interest rates as of December 31, 2001.
To the extent that the Company's financial instruments expose the Company
to interest rate risk, they are presented in the table below.  The table
presents principal cash flows and related interest rates by year of
maturity of the Company's notes payable with variable rates of interest
in effect at December 31, 2001.  Note 10 to the consolidated financial
statements contains descriptions of the Company's notes payable and
should be read in conjunction with the table below.







      Financial Instruments by Expected Maturity Date

<TABLE>
<S>                           <C>          <C>         <C>        <C>

Year Ending December 31       2002         2003        2004       2005
                              ----         ----        ----       ----
Notes Payable:
   Variable rate ($)     $ 2,223,335  $2,223,335  $ 8,803,332 $  140,000
   Average interest rate       4.5%         5.0%        6.0%       6.0%
   Fixed rate ($)        $   170,583  $  170,583  $  170,583  $     -
   Average interest rate       7.5%         7.5%        7.5%        -
</TABLE>

<TABLE>
<S>                               <C>             <C>           <C>
Year Ending December 31        Thereafter        Total       Fair Value
                               ----------        -----       ----------
Notes Payable:
   Variable rate ($)          $ 1,260,000    $ 14,650,002   $14,650,002
   Average Interest Rate            6.0%              -             -
   Fixed rate ($)             $       -      $    511,750   $   511,750
   Average Interest Rate              -             7.5%          7.5%
</TABLE>

<TABLE>
<S>                          <C>          <C>          <C>        <C>

Year Ending December 31      2002         2003         2004        2005
                             ----         ----         ----       ----
Interest Rate Swaps:
   Variable to Fixed ($) $ 2,705,880 $ 2,705,880  $ 2,705,880 $2,705,880
     Average pay rate         4.90%       4.90%        4.90%      4.90%
     Average receive rate     2.00%       3.00%        4.00%      5.00%
</TABLE>

<TABLE>
<S>                               <C>             <C>           <C>
Year Ending December 31        Thereafter        Total       Fair Value
                               ----------        -----       ----------
Interest Rate Swaps:
   Variable to Fixed ($)      $    -       $ 10,823,520   $   (214,665)
     Average pay rate              -              -             -
     Average receive rate          -              -             -
</TABLE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements of CompuDyne Corporation at December
31, 2001 and December 2000, and for each of the three years in the
period ended December 31, 2001, and the Report of Independent Auditors
thereon, and our unaudited quarterly financial data for the two-year
period ended December 31, 2001 which is included in the Current Report
on Form 8-K filed on March 25, 2002, are herein incorporated by reference
from Registrants 2001 Annual Report to Stockholders, on pages 28 through
33 and page 50.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND  FINANCIAL DISCLOSURE

      Not Applicable.


                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding Directors and Executive Officers appearing
under the heading "Proposal Three   Election of Directors" on pages 70
through 72 and "Executive Officers" on page 73 of Form S-4 filed with
the Securities and Exchange Commission on March 25, 2002 is incorporated
by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information regarding Executive Compensation appearing under the
heading "Executive Compensation and Other Transactions with Management"
on pages 74 and 75 of Form S-4 filed with the Securities and Exchange
Commission on March 25, 2002 is incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information regarding Security Ownership of Certain Beneficial Owners
and Management appearing under the heading "Beneficial Ownership of
Common Stock" on page 76 of Form S-4 filed with the Securities and
Exchange Commission on March 25, 2002 is incorporated by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

The information regarding Certain Relationships and Related Transactions
appearing under the heading "Certain Relationships and Related
Transactions" on page 77 of Form S-4 filed with the Securities and
Exchange Commission on March 25, 2002 is incorporated by reference.

















                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a)  Financial Statements

   (1) The financial statements listed in the accompanying index to
financial statements are incorporated by reference from CompuDyne's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 25, 2002.

   (2) Schedule II - Schedule of valuation and qualifying accounts

(b)  Reports on Form 8-K

     A Current Report on Form 8-K regarding the placement of a $25
     million credit facility with PNC Bank, N.A., dated November 20,
     2001 and filed November 21, 2001.

     A Current Report on Form 8-K regarding the completion of the sale
     of approximately 1.08 million new common shares in a Private
     Investment Public Equity ("PIPE") transaction, dated and filed
     October 29, 2001.

     A Current Report on Form 8-K setting forth supplemental financial
     and other information to its Form 10-K Annual Report for the year
     ended December 31, 2000, dated and filed October 10, 2001.

     A Current Report on Form 8-K announcing the agreement to the sale
     of approximately 1.08 million new common shares in a Private
     Investment Public Equity ("PIPE") transaction, dated and filed
     October 9, 2001.

(c)  Exhibits

     The Exhibits listed on the index below are filed as a part of this
     Annual Report.

               COMPUDYNE CORPORATION AND SUBSIDIARIES
                   INDEX TO FINANCIAL STATEMENTS

                              (Item 14(a)(1))

    Independent Auditors' Report

    Consolidated Balance Sheets at December 31, 2001 and 2000

    Consolidated Statements of Operations for the years ended December
    31, 2001, 2000 and 1999

    Consolidated Statements of Changes in Shareholders' Equity for the
    years ended December 31, 2001, 2000 and 1999


    Consolidated Statements of Cash Flows for the years ended December
    31, 2001, 2000 and 1999

    Notes to Consolidated Financial Statements

    The consolidated financial statements listed above are incorporated
    by reference from the Company's Current Report on Form 8-K filed
    with the Securities and Exchange Commission on March 25, 2002


                              (Item 14(a)(2))

Schedule II - Valuation and Qualifying

    Accounts for the Years Ended December  31, 2001, 2000 and 1999







































INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
CompuDyne Corporation
Hanover, Maryland


We have audited the consolidated  financial statements of CompuDyne
Corporation and   its subsidiaries (the "Company") as of December 31,
2001 and 2000, and for each of the   three years in the period ended
December 31, 2001, and have issued our report thereon dated February 12,
2002; such report has previously been filed as part of the Company's
Annual Report for the year ended December 31, 2001 included in the
Current Report on Form 8-K dated March 25, 2002.  Our audits also
included the financial statement schedule of CompuDyne Corporation and
its subsidiaries, listed in the accompanying index at Item 14(a)(2).
This financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an opinion based
on our audits.  In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the
information set forth therein.


Deloitte & Touche LLP
McLean, Virginia
February 12, 2002




























                             SCHEDULE II

               COMPUDYNE CORPORATION AND SUBSIDIARIES
            SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
            YEARS ENDED DECEMBER 31, 2001, 2000, and 1999
                            ($ thousands)

<TABLE>
<S>                                <C>       <C>       <C>        <C>
                                 Balance   Charged
                                   at      to Costs            Balance at
                                Beginning    and                 End of
Description                     of Period  Expenses  Deduction   Period
-----------                     ---------  --------  ---------   ------

Year Ended December 31, 2001
 Reserve and allowances deducted
 from asset accounts:
  Obsolescence reserve for
   inventory                  $    691        -        (306)    $   385
  Reserve for accounts
   receivable                 $  1,260        -        (166)    $ 1,094

Year Ended December 31, 2000
 Reserve and allowances deducted
 from asset accounts:
  Obsolescence reserve for
   inventory                  $    610        81         -      $   691
  Reserve for accounts
   receivable                 $    402       939        (81)    $ 1,260

Year Ended December 31, 1999
 Reserve and allowances deducted
 from asset accounts:
  Obsolescence reserve for
   inventory                  $    615        -          (5)    $   610
  Reserve for accounts
   receivable                 $    440        -         (38)    $   402

</TABLE>













                          COMPUDYNE CORPORATION
                            INDEX TO EXHIBITS
                              (Item 10(c))

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 April
18, 1997 for its 1997 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 Registrants 10-K filed March
27, 2001.

3(C).   Agreement and Plan of Merger dated May 8, 1996, herein
incorporated by reference 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).*  First Amendment to Credit Agreement dated December 19, 2001 by
and among CompuDyne Corporation, its subsidiaries, certain participating
lenders and PNC Bank, National Association in its capacity as agent for
the lenders.

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.

21.*    Subsidiaries of the Registrant.

23.*    Independent Auditors' Consent

99.  Registrant's Registration Statement dated March 25, 2002, herein
incorporated by reference to Registrant's Form S-4 filed on March 25,
2002.

*   Filed herewith.





                                  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.

                                        COMPUDYNE CORPORATION
                                        ---------------------
                                          (Registrant)


                                By: /s/  Geoffrey F. Feidelberg
                                        -----------------------
                                        Geoffrey F. Feidelberg
Dated: March 29, 2002                   Chief Financial Officer






















    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on March 27, 2001.


/s/ Martin A. Roenigk     Director, Chairman, President
---------------------      and Chief Executive Officer
Martin A. Roenigk


/s/ David W. Clark, Jr.     Director
-----------------------
David W. Clark, Jr.


/s/ Millard H. Pryor, Jr.   Director
-------------------------
Millard H. Pryor, Jr.


/s/ Alan Markowitz          Director
------------------
Alan Markowitz


/s/ Philip M. Blackmon      Director and
----------------------      Executive Vice-President
Philip M. Blackmon


/s/ Wade B. Houk            Director
----------------
Wade B. Houk


/s/ Geoffrey F. Feidelberg  Chief Financial Officer
--------------------------
Geoffrey F. Feidelberg