COMPUDYNE CORPORATION
7249 National Drive
Hanover, Maryland 21076
(410) 712-0275
April 24, 2000
Dear CompuDyne Shareholders,
In preparation for the Company's Annual Meeting of Shareholders to be
held on May 22, 2000, you should have recently received a copy of our
Proxy Statement and our 1999 Annual Report to Shareholders. We have
noticed an error in the Proxy Statement that we believe needs to be
corrected.
On page 10 of the Proxy Statement, the table of Ownership of Common and
Preferred Stock should be corrected as follows. For Miles P. Jennings,
Jr., the Amount and Nature of Beneficial Ownership of the Company's
Stock was erroneously reported as 61,775 shares of Common Stock, and the
Percentage of Class Owned was reported as 1.3%. The correct Amount and
Nature of Beneficial Ownership for Mr. Jennings is, and should have
been reported as 167,275. Of such shares, 60,000 are owned directly,
775 are from vested options, 1,000 are owned by his minor child, to
which shares he disclaims any beneficial interest, and 105,500 shares
are owned by his spouse, to which shares he disclaims any beneficial
interest, and his Percentage of Class Owned is 3.1 %. The Total
Ownership of Directors and Executive Officers as a group was erroneously
reported as 2,772,745 shares and the Percentage of Class Owned by the
group was reported as 50.8%; they should be 2,878,245 and 52.8%,
respectively.
If you have already voted your proxy and wish to change your vote,
you may revoke the original at any time by delivering to the Secretary
of the Company either a written revocation of the proxy or a duly
executed proxy bearing a later date, or by appearing at the Annual
Meeting or any adjournment thereof and voting in person.
Sincerely,
/s/
William C. Rock
Secretary
