COMPUDYNE CORP
10-Q/A, 1995-06-22
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THE PURPOSE OF THIS AMENDMENT IS TO INCLUDE A FINANCIAL DATA SCHEDULE   

                              FORM 10-Q
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington,D.C. 20549


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

For the Quarterly period ended        March 31, 1995      

                                  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               1-4245                 

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

     Pennsylvania                            23-1408659     
(State or other jurisdiction of          (I.R.S. Employer
 Incorporation or Organization)           Identification No.)


       90 State House Square, Hartford, Connecticut 06103-3720
               (Address of principal executive offices)


                            (203) 247-7611                    
        (Registrant's telephone number, including area code) 

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 9, 1995, a total of 1,603,372 shares of Common Stock, $.75 par value,
were outstanding.
                        PART II - OTHER INFORMATION


Item 6  - Exhibits and Reports on Form 8-K

(a) Exhibit (11) - Consolidated Computation of Net Income (Loss) Per Share
(b) Exhibit (27)
(c) Reports on Form 8-K
     None

                                 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: June 22, 1995
      /s/ I. Elaine Chen 
      I. Elaine Chen                                
      Corporate Controller
      (Chief Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS AND THE CONSOLIDATED BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                             252
<SECURITIES>                                         0
<RECEIVABLES>                                     1214
<ALLOWANCES>                                         0
<INVENTORY>                                        577
<CURRENT-ASSETS>                                  2109
<PP&E>                                             706
<DEPRECIATION>                                   (674)
<TOTAL-ASSETS>                                    2156
<CURRENT-LIABILITIES>                             1880
<BONDS>                                              0
<COMMON>                                          1202
                                0
                                          0
<OTHER-SE>                                        7896
<TOTAL-LIABILITY-AND-EQUITY>                      2156
<SALES>                                           2331
<TOTAL-REVENUES>                                  2331
<CGS>                                             1903
<TOTAL-COSTS>                                     2437
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   3
<INCOME-PRETAX>                                  (106)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (106)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (106)
<EPS-PRIMARY>                                    (.07)
<EPS-DILUTED>                                    (.07)
        

</TABLE>


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