REGISTRATION NO. 33-________________
__________________________________________________________________
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                         FORM S-8
                 REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT OF 1933



                COMPUDYNE CORPORATION
____________________________________________________________
(Exact name of registrant as specified in its charter)


Nevada
_____________________________________________________________
(State or other jurisdiction of incorporation or organization)


23-1408659
_____________________________________________________________
(I.R.S. employer identification number)


120 Union Street
Willimantic, Connecticut 
_____________________________________________________________
(Address of Principal Executive Offices)


06226
_____________________________________________________________
(Zip Code)

                   COMPUDYNE CORPORATION
       STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                ________________________
                (Full Title of the Plan)


                  Martin Roenigk, President
                   CompuDyne Corporation
                     120 Union Street
                  Willimantic, CT 06226
         _______________________________________
         (Name and address of agent for service)

                     (203) 456-0200
  ____________________________________________________________
  (telephone number, including area code, of agent for service)



<PAGE>
<TABLE>
             CALCULATION OF REGISTRATION FEE

<S>                          <C>               <C>
Title of Securities          Amount to be      Proposed Maximum
to be Registered             Registered        Aggregate Price
                                               Price per Share*
_________________________________________________________________

Common Stock, par value      100,000 shares    $1.625
$.75 per share


<S>                          <C>
Proposed Maximum
Aggregate Offering           Amount of
Offering Price*              Registration Fee
_________________________________________________________________

$162,500.00                  $100.00

</TABLE>

*     Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933 based on
the average of the bid and asked prices of the Common Stock reported on
the over the counter market on August 1, 1996, which was $1.625 per share,
as quoted on the over OTC Bulletin Board.
               _____________________________________

     This registration statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.

<PAGE>

                             PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Items 1 and 2 is not required to      
be filed as part of this Registration Statement.


                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by CompuDyne Corporation (the
"Company") with the Securities and Exchange Commission are incorporated
by reference in this Registration Statement:

     (1)     the latest annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Company's latest fiscal year for
which such statements have been filed;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (1) above; and

     (3)     the description of the Company's Common Stock, par value
$0.75 per share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from the
date of filing of such documents.


ITEM 4.     DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS BY THE REGISTRANT.

     Pursuant to the Company's bylaws, and consistent with the Nevada
statutes, any Director or officer (or former Director or officer) of the
Company who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by
or in the right of the corporation), or who otherwise becomes involved in
any legal proceedings (even though not formally a party), by reason, at
least in part, of the fact that he is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent (hereinafter "Representative") of
another corporation, partnership, joint venture, trust or other
enterprise (hereinafter "Enterprise") is entitled to indemnity from the
Company for all expenses (including attorney's fees), judgments, fines,
penalties, costs, amounts paid in settlement and other payments, actually
and reasonably incurred in connection with such threatened, pending or
completed action, suit or proceeding.  The indemnity, however, applies
only if the director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful.  If a Director or
officer, or a former Director or officer, is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding not only in his capacity as a shareholder or
in any other capacity, and there is not a convenient way to separate out
expenses incurred in such separate capacities, all of such expenses will
be indemnified against by the Company.  Additionally, the Board of
Directors of the Company may, in its discretion, provide such
indemnification for other persons who incur the above-described costs by
reason of the fact that they are or were employees or agents of the
Company as a Representative of another Enterprise. 

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, nor, with
respect to any criminal action or proceeding, that he had reasonable
cause to believe that his conduct was unlawful.

     In the case of an action by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the Company or for amounts paid in settlement to the Company unless and
only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems
proper.

     These provisions are subject, generally, to the detailed provisions
of Title 7 of the Nevada General Corporation Law, Section78.751.  In
particular, a director, officer, employee or agent of the Company is
entitled to indemnification to the extent he is successful on the merits
or otherwise in defense of the above-mentioned actions or proceedings.




ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.     EXHIBITS.

     No.  

      3.1     Articles of Incorporation of CompuDyne Corporation.

      3.2     Bylaws of CompuDyne Corporation.

      5.     Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl, dated July 29, 1996,  as to the legality of the original issuance
of Common Stock offered under this Registration Statement.

     23.1     Consent of Coopers & Lybrand L.L.P., dated July 19, 1996.

     23.2     Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl (incorporated by reference to Exhibit 5 of this Registration
Statement).

     23.3     Consent of Deloitte & Touche LLP, dated July 17, 1996.

     99.     CompuDyne Corporation Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on March 1, 1996.


ITEM 9.     UNDERTAKINGS.

     (1)     The undersigned registrant hereby undertakes:

           (a)     To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

               (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act;

               (ii)     To reflect in the prospectus any facts or events
which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) of
the Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; 

               (iii)     To include any additional or changed material
information on the plan of distribution; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act.

          (b)     That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (c)     To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (2)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.

     (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                         SIGNATURES
                         __________


The Registrant.  

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Willimantic, State
of Connecticut, on the 6th day of June, 1996.

                    COMPUDYNE CORPORATION (Registrant)

                    By  /s/ Martin Roenigk
                       Martin Roenigk
                       Its duly authorized President and Chief
                       Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signatures            Title                   Date
 ___________________   ____________________      __________   



/s/Martin Roenigk    President, Chief 
Martin Roenigk       Executive Officer, 
                     Director                     June 11, 1996


               
/s/Elaine Chen       Principal Financial 
Elaine Chen          Officer and Controller       June 11, 1996



/s/Millard H. Pryor, Jr.
Millard H. Pryor, Jr.      Director               June 11, 1996



/s/David Clark, Jr.
David Clark, Jr.           Director               June 11, 1996



/s/Philip Blackmon
Philip Blackmon            Director               June 11, 1996



/s/Alan Markowitz
Alan Markowitz             Director               June 11, 1996


                             EXHIBIT INDEX


  3.1    Articles of Incorporation of CompuDyne Corporation.

  3.2    Bylaws of CompuDyne Corporation.

  5.     Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl, dated July 29, 1996,  as to the legality of the original issuance
of Common Stock offered under this Registration Statement.

 23.1    Consent of Coopers & Lybrand L.L.P., dated July 19, 1996.

 23.2    Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl (incorporated by reference to Exhibit 5 of this Registration
Statement).

 23.3    Consent of Deloitte & Touche LLP, dated July 17, 1996. 

 99.     CompuDyne Corporation Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on March 1, 1996.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15617}]
{"company-data": {"conformed-name": "COMPUDYNE CORP", "cik": "0000022912", "assigned-sic": "3812", "irs-number": "231408659", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09503", "film-number": "96603333"}, "business-address": {"street1": "90 STATE HOUSE SQ", "city": "HARTFORD", "state": "CT", "zip": "06103-3720", "phone": "2032477611"}, "mail-address": {"street1": "90 STATE HOUSE SQ", "city": "HARTFORD", "state": "CT", "zip": "06103"}, "former-company": {"former-conformed-name": "CDC CONTROL SERVICES INC", "date-changed": "19680510"}}
REGISTRATION NO. 33-________________
__________________________________________________________________
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                         FORM S-8
                 REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT OF 1933

                COMPUDYNE CORPORATION
____________________________________________________________
(Exact name of registrant as specified in its charter)

Nevada
_____________________________________________________________
(State or other jurisdiction of incorporation or organization)

23-1408659
_____________________________________________________________
(I.R.S. employer identification number)

120 Union Street
Willimantic, Connecticut 
_____________________________________________________________
(Address of Principal Executive Offices)

06226
_____________________________________________________________
(Zip Code)

                   COMPUDYNE CORPORATION
       STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                ________________________
                (Full Title of the Plan)

                  Martin Roenigk, President
                   CompuDyne Corporation
                     120 Union Street
                  Willimantic, CT 06226
         _______________________________________
         (Name and address of agent for service)

                     (203) 456-0200
  ____________________________________________________________
  (telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities          Amount to be      Proposed Maximum
to be Registered             Registered        Aggregate Price
                                               Price per Share*
_________________________________________________________________

Common Stock, par value      100,000 shares    $1.625
$.75 per share
Proposed Maximum
Aggregate Offering           Amount of
Offering Price*              Registration Fee
_________________________________________________________________

$162,500.00                  $100.00
*     Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933 based on
the average of the bid and asked prices of the Common Stock reported on
the over the counter market on August 1, 1996, which was $1.625 per share,
as quoted on the over OTC Bulletin Board.
               _____________________________________

     This registration statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Items 1 and 2 is not required to      
be filed as part of this Registration Statement.

                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by CompuDyne Corporation (the
"Company") with the Securities and Exchange Commission are incorporated
by reference in this Registration Statement:

     (1)     the latest annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Company's latest fiscal year for
which such statements have been filed;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (1) above; and

     (3)     the description of the Company's Common Stock, par value
$0.75 per share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from the
date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS BY THE REGISTRANT.

     Pursuant to the Company's bylaws, and consistent with the Nevada
statutes, any Director or officer (or former Director or officer) of the
Company who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by
or in the right of the corporation), or who otherwise becomes involved in
any legal proceedings (even though not formally a party), by reason, at
least in part, of the fact that he is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent (hereinafter "Representative") of
another corporation, partnership, joint venture, trust or other
enterprise (hereinafter "Enterprise") is entitled to indemnity from the
Company for all expenses (including attorney's fees), judgments, fines,
penalties, costs, amounts paid in settlement and other payments, actually
and reasonably incurred in connection with such threatened, pending or
completed action, suit or proceeding.  The indemnity, however, applies
only if the director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful.  If a Director or
officer, or a former Director or officer, is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding not only in his capacity as a shareholder or
in any other capacity, and there is not a convenient way to separate out
expenses incurred in such separate capacities, all of such expenses will
be indemnified against by the Company.  Additionally, the Board of
Directors of the Company may, in its discretion, provide such
indemnification for other persons who incur the above-described costs by
reason of the fact that they are or were employees or agents of the
Company as a Representative of another Enterprise. 

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, nor, with
respect to any criminal action or proceeding, that he had reasonable
cause to believe that his conduct was unlawful.

     In the case of an action by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the Company or for amounts paid in settlement to the Company unless and
only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems
proper.

     These provisions are subject, generally, to the detailed provisions
of Title 7 of the Nevada General Corporation Law, Section78.751.  In
particular, a director, officer, employee or agent of the Company is
entitled to indemnification to the extent he is successful on the merits
or otherwise in defense of the above-mentioned actions or proceedings.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.     EXHIBITS.

     No.  

      3.1     Articles of Incorporation of CompuDyne Corporation.

      3.2     Bylaws of CompuDyne Corporation.

      5.     Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl, dated July 29, 1996,  as to the legality of the original issuance
of Common Stock offered under this Registration Statement.

     23.1     Consent of Coopers & Lybrand L.L.P., dated July 19, 1996.

     23.2     Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl (incorporated by reference to Exhibit 5 of this Registration
Statement).

     23.3     Consent of Deloitte & Touche LLP, dated July 17, 1996.

     99.     CompuDyne Corporation Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on March 1, 1996.

ITEM 9.     UNDERTAKINGS.

     (1)     The undersigned registrant hereby undertakes:

           (a)     To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

               (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act;

               (ii)     To reflect in the prospectus any facts or events
which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) of
the Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; 

               (iii)     To include any additional or changed material
information on the plan of distribution; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act.

          (b)     That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (c)     To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (2)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.

     (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                         SIGNATURES
                         __________

The Registrant.  

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Willimantic, State
of Connecticut, on the 6th day of June, 1996.

                    COMPUDYNE CORPORATION (Registrant)

                    By  /s/ Martin Roenigk
                       Martin Roenigk
                       Its duly authorized President and Chief
                       Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signatures            Title                   Date
 ___________________   ____________________      __________   

/s/Martin Roenigk    President, Chief 
Martin Roenigk       Executive Officer, 
                     Director                     June 11, 1996

               
/s/Elaine Chen       Principal Financial 
Elaine Chen          Officer and Controller       June 11, 1996

/s/Millard H. Pryor, Jr.
Millard H. Pryor, Jr.      Director               June 11, 1996

/s/David Clark, Jr.
David Clark, Jr.           Director               June 11, 1996

/s/Philip Blackmon
Philip Blackmon            Director               June 11, 1996

/s/Alan Markowitz
Alan Markowitz             Director               June 11, 1996

                             EXHIBIT INDEX

  3.1    Articles of Incorporation of CompuDyne Corporation.

  3.2    Bylaws of CompuDyne Corporation.

  5.     Opinion of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl, dated July 29, 1996,  as to the legality of the original issuance
of Common Stock offered under this Registration Statement.

 23.1    Consent of Coopers & Lybrand L.L.P., dated July 19, 1996.

 23.2    Consent of Hale, Lane, Peek, Dennison, Howard, Anderson and
Pearl (incorporated by reference to Exhibit 5 of this Registration
Statement).

 23.3    Consent of Deloitte & Touche LLP, dated July 17, 1996. 

 99.     CompuDyne Corporation Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on March 1, 1996.