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

                               FORM 10-Q/A



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

         For the quarterly period ended March 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)

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

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_____

As of May 14, 2001, a total of 5,058,225 shares of Common Stock, $.75
par value, were outstanding.



This 10-Q Amendment (consisting only of the 10-Q cover page, signature
page, Exhibit 2(a) and Exhibit 2(b)) is being filed only for the
purposes of including Exhibit 2(a) - the 7.5% Cumulative Convertible
Preferred Stock Purchase Agreement and Exhibit 2(b) - the Common Stock
Purchase Agreement which were inadvertently excluded from the initial
filing on May 15, 2001.




                        PART II - OTHER INFORMATION




Item 6 - Exhibits

Exhibit
    (2)(a) 7.5% Cumulative Convertible Preferred Stock Purchase Agreement
         by and between the Registrant and Tiburon, Inc., dated as of
         May 10, 2001, is filed herewith.
    (2)(b) Common Stock Purchase Agreement by and among the Registrant,
         Tiburon, Inc. and certain of its shareholders dated as of May
         10, 2001, is filed herewith.
** (2)(c) Agreement and Plan of Merger by and among the Registrant, New
         Tiburon, Inc. and Tiburon, Inc., dated as of May 10, 2001,
         is filed herewith.
** (10)   First Amendment of Subordinated Loan and Investment Agreement
         dated as of April 18, 2001, by and between the Registrant and
         William Blair Mezzanine Capital Funds II, L.P.



** Previously filed.


                                  SIGNATURE

Pursuant to the requirements 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



Date: May 14, 2001            /s/ William C. Rock
                              -------------------------
                              William C. Rock
                              Chief Financial Officer