SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1
---------------

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended December 31, 2001

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from ______ to ______

Commission File number 0-22810
-------

MACE SECURITY INTERNATIONAL, INC.
---------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware 03-0311630
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

1000 Crawford Place, Suite 400 08054
------------------------------ -----
Mt. Laurel, New Jersey (Zip Code)
----------------------
(Address of Principal
Executive Offices)

(856) 778-2300
--------------
(Issuer's Telephone Number,
Including Area Code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Title of Class: Common Stock, par value $.01
--------------

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 in response to Item
405 of Regulation S-K is not contained in this form, and will not be contained,
to the best of the 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. [_]

The Registrant's net sales for 2001 were $48,224,455. As of March 6, 2002, the
aggregate market value of the Registrant's common stock held by non-affiliates
of the Registrant, based on the closing sale price of $.91 on March 6, 2002,
was approximately $13,651,000. As of March 6, 2002, the Registrant had
25,384,027 shares of common stock outstanding.

INDEX TO FORM 10-K/A - PART III

Page
----

PART III - Item 10. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 1

Item 11. Executive Compensation 3

Item 12. Security Ownership of Certain Beneficial Owners
and Management 7

Item 13. Certain Relationships and Related Transactions 9

Explanatory Note

This Annual Report on Form 10-K/A constitutes Amendment No. 1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001. This Annual Report on Form 10-K/A is being filed solely to amend and
restate Items 10 through 13 of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001, which was previously filed with the
Commission.

Item 10. Directors, Executive Officers of the Registrant.

Name Age Position
---- --- --------

Louis D. Paolino, Jr..................... 45 Chairman of the Board, President, and Chief Executive Officer

Robert M. Kramer......................... 49 Director, Chief Operating Officer, Executive Vice President,
General Counsel and Secretary

Gregory M. Krzemien...................... 42 Chief Financial Officer and Treasurer

Ronald R. Pirollo........................ 43 Chief Accounting Officer and Corporate Controller

Matthew J. Paolino....................... 37 Director and Vice President

Mark S. Alsentzer........................ 47 Director

Jon E. Goodrich.......................... 56 Director

Richard B. Muir.......................... 46 Director

Constantine N. Papadakis, Ph.D........... 56 Director

All of the Mace's directors serve for terms of one year each until their
successors are elected and qualified.

Louis D. Paolino, Jr. has served as the Chairman of the Board, President
and Chief Executive Officer of the Company since May 1999. From June 1996
through December 1998, Mr. Paolino served as Chairman of the Board, President
and Chief Executive Officer of Eastern Environmental Services, Inc. Mr. Paolino
received a B.S. in Civil Engineering from Drexel University. Mr. Paolino is 45
years old.

Robert M. Kramer has served as a director of the Company, and as Executive
Vice President, General Counsel, and Secretary of the Company since May 1999,
and as Chief Operating Officer since July 2000. From June 1996 through December
1998, he served as General Counsel, Executive Vice President and Secretary of
Eastern Environmental Services, Inc. Mr. Kramer is an attorney and has practiced
law since 1979 with various firms, including Blank Rome Comisky & McCauley,
Philadelphia, Pennsylvania and Arent Fox Kitner Poltkin & Kahn, Washington, D.C.
From 1989 to December 2000, Mr. Kramer had been the sole partner of Robert M.
Kramer & Associates, P.C., a law firm which consisted of three lawyers. From
December 1989 to December 1997, Mr. Kramer served on the Board of Directors of
American Capital Corporation, a registered securities broker dealer. Mr. Kramer
received B.S. and J.D. degrees from Temple University Law School. Mr. Kramer is
49 years old.

Gregory M. Krzemien has served as the Chief Financial Officer and Treasurer
of the Company since May 1999. From August 1992 through December 1998, he served
as Chief Financial Officer and Treasurer of Eastern Environmental Services, Inc.
From October 1988 to August 1992, Mr. Krzemien

was a senior audit manager with Ernst & Young LLP, and he held other positions
with that firm since 1981. Mr. Krzemien received a B.S. degree in Accounting
from the Pennsylvania State University and is a certified public accountant. Mr.
Krzemien is 42 years old.

Ronald R. Pirollo has served as Chief Accounting Officer and Corporate
Controller of the Company since May 1999. Mr. Pirollo served as Vice President
and Corporate Controller of Eastern Environmental Services, Inc. from July 1997
to June 1999. Prior thereto, Mr. Pirollo was with Envirite Corporation for ten
years, where he served in various financial management positions including Vice
President - Finance. Mr. Pirollo received a B.S. degree in Accounting from
Villanova University in 1981. Mr. Pirollo is 43 years old.

Matthew J. Paolino has served as a director and as a Vice President of the
Company since May 1999. From 1996 to December 1998, Mr. Paolino served as a
director of Eastern Environmental Services, Inc. as well as Vice President of
Risk Management, Asset Management and Special Waste Divisions of Eastern
Environmental Services, Inc. From 1993 to 1996, Mr. Paolino served as Vice
President and General Manager - Soil Remediation Division of USA Waste Services,
Inc., which was acquired by Eastern in August 1997. Mr. Paolino received a B.S.
degree in Civil Engineering from Villanova University in 1986 and a J.D. degree
from the Widener School of Law in 1994. Mr. Paolino is the brother of Louis D.
Paolino, Jr., the Chairman, President and Chief Executive Officer of the
Company. Mr. Paolino is 37 years old.

Mark S. Alsentzer has served as a director of the Company since December
1999. From December 1996 through the present, Mr. Alsentzer has been President
and Chief Executive Officer of U.S. Plastic Lumber Corporation (a plastic and
lumber and recycling company). From 1992 to December 1996, Mr. Alsentzer served
as Vice President of Republic Environmental Systems, Inc. (an environmental
services company). Mr. Alsentzer also serves as Director, and since January 4,
2000, as Chairman of the Board, of U.S. Plastic Lumber Corporation. Mr.
Alsentzer is 47 years old.

Jon E. Goodrich has served as a director of the Company since November
1993. From January 2000 through the present, Mr. Goodrich has been President and
owner of Mark Sport, Inc. (a security product company), Vermont Mill Properties
(a real estate company), and Vermont Mill Plastics (a manufacturing company).
From June 1987 through June 1995 and from January 1996 through March 1997, Mr.
Goodrich was the Chairman of the Board of the Company. From June 1987 through
January 1996 and from March 1997 through May 1999, Mr. Goodrich was President
and Chief Executive Officer of the Company. From November 1985 through January
1997, Mr. Goodrich was Vice President of Gould & Goodrich Leather, Inc. (a
leather products manufacturer). From November 1985 through January 1997, Mr.
Goodrich was President of G&G Realty, Inc. (a real estate management company).
Mr. Goodrich is 56 years old.

Richard B. Muir has served as a director of the Company since December
1999. From 1998 through the present, Mr. Muir has been Vice Chairman of Price
Legacy Corporation (a real estate investment trust), and President of its
subsidiaries, Excel Legacy Corporation and Excel Legacy Holdings, Inc. (real
estate development companies). From 1989 through May 1999, Mr. Muir was
Executive Vice President and Secretary of New Plan Excel Realty Trust, Inc. (a
real estate development company). Mr. Muir also serves as a director of Price
Legacy Corporation, Excel Interfinancial Corporation and Warner Beck, Inc. (a
securities broker/dealer firm). Mr. Muir is 46 years old.

Constantine N. Papadakis, Ph.D. has served as a director of the Company
since May 1999. From 1995 through the present, Dr. Papadakis has been President
of Drexel University. From 1986 through 1995, Dr. Papadakis was Dean of the
College of Engineering, Geier Professor of Engineering Education and Professor
of Civil Engineering at the University of Cincinnati. Dr. Papadakis also serves
on the board of directors of the Philadelphia Stock Exchange. Dr. Papadakis is
56 years old.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires Mace's directors and executive
officers, as well as persons beneficially owning more than 10% of Mace's
outstanding shares of common stock and certain other holders of such shares
(collectively, "Covered Persons"), to file with the Commission and the NASDAQ
Stock Market (the "NASDAQ"), within specified time periods, initial reports of
ownership, and subsequent reports of changes in ownership, of common stock and
other equity securities of Mace.

Based upon Mace's review of copies of such reports furnished to it and upon
representations of Covered Persons that no other reports were required, to
Mace's knowledge, all of the Section 16(a) filings required to be made by the
Covered Persons with respect to 2001 were made on a timely basis, except that a
Form 4 relating to two Mace stock transactions in December 2001 for Mark
Alsentzer was filed on February 8, 2002 rather than by January 10, 2002.

Item 11. Executive Compensation.

The following table provides summary information concerning cash and
certain other compensation paid or accrued by Mace to or on behalf of Mace's
Chief Executive Officer and each of the other most highly compensated executive
officers of Mace whose compensation exceeded $100,000 (the "Named Executive
Officers") for the three years ended December 31, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE(1)

Long-Term
Annual Compensation Compensation
------------------------------- ------------------
Awards
Fiscal Years Securities
NAME AND ended Underlying
PRINCIPAL POSITIONS December 31 Salary ($) Bonus ($) Options (#)
- ------------------- ----------- ---------- ---------- -----------

Louis D. Paolino, Jr. 2001 $320,000 -- --
President, Chief Executive 2000 $320,001 -- 10,000
Officer and Chairman of the 1999 $201,565 -- --
Board (2)

Robert M. Kramer 2001 $137,500 -- 100,000
Executive Vice President, 2000 $125,000 -- 10,000
General Counsel and 1999 $ 76,953 -- 237,209
Secretary (3)

Gregory M. Krzemien 2001 $121,000 -- 100,000
Chief Financial Officer and 2000 $110,001 -- --
Treasurer (3) 1999 $ 67,723 -- 125,000

Ronald R. Pirollo 2001 $112,500 -- 60,000
Chief Accounting Officer 2000 $ 91,845 $10,000 10,000
and Controller (3) 1999 $ 38,854 -- 50,000

(1) The columns captioned "Annual Compensation - Other Annual Compensation,"
"Long-Term Compensation - Restricted Stock Awards," "LTIP Payouts," and
"All Other Compensation" have been omitted because, in the first case, none
of the Named Officers received other annual compensation exceeding either
$50,000 or 10% of such officer's total annual salary and bonus and, in the
other cases, because the Company (i) made no restricted stock awards, (ii)
maintained no long-term incentive plan, and (iii) paid no other
compensation to the Named Officers, in each case during the fiscal year
ended December 31, 2001. Additionally, the Company has not issued any stock
appreciation rights (SARs) in any of the past three years.
(2) Louis D. Paolino, Jr. has served as President and Chief Executive Officer
since May 24, 1999 and Chairman of the Board since July 1, 1999.
(3) Employment commenced on March 26, 1999. A partial year's base compensation
was paid in the fiscal year ended December 31, 1999.

Director Compensation

During 1998 and through July 1, 1999, directors who were not employees of
Mace received fees of $500 per Board or Committee meeting attended. Such
directors also were entitled to receive reasonable travel and out of pocket
expenses relating to their attendance at such meetings. Commencing on July 1,
1999, Mace ceased paying fees to directors, but will continue to pay non-
employee directors reasonable travel and out-of-pocket expenses relating to
their attendance at meetings.

On October 18, 2000, Mace granted options to purchase 20,000 shares of Mace
common stock at $1.2813 to each of Mace=s outside directors, Richard B. Muir,
Mark S. Alsentzer and Constantine Papadakis, for their service on the Board of
Directors during 2000. Additionally, on October 18, 2000, Mace granted options
to purchase 10,000 shares of Mace common stock at $1.2813 to each of Mace=s
directors, Louis D. Paolino, Jr., Robert M. Kramer, Matthew J. Paolino, Jon E.
Goodrich, Richard B. Muir, Mark S. Alsentzer and Constantine N. Papadakis, for
agreeing to serve on the Board of Directors for 2001.

Option and Warrant Grants in Last Fiscal Year

The following table sets forth certain information concerning individual
grants of stock options to the Named Officers during the fiscal year ended
December 31, 2001.

OPTION GRANTS IN LAST FISCAL YEAR (1)
(Individual Grants)

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
-------------------------

% of Total
Number of Options
Securities Granted to
Underlying Employees in Exercise
Options Fiscal Price Per Expiration
Name Granted Year (1) Share Date 5% 10%
- ------------------------- ------------ -------------- ----------- ------------ ---------- -----------

Louis D. Paolino, Jr..... - - - - - -
Gregory M. Krzemien...... 100,000 (2) 28.7% $ .6875 3/30/11 $ 43,237 $ 109,570
Robert M. Kramer......... 100,000 (2) 28.7% $ .6875 3/30/11 $ 43,237 $ 109,570
Ronald R. Pirollo........ 60,000 (3) 17.2% $ .6875 3/30/11 $ 25,942 $ 65,730

(1) The Company granted options and warrants to employees to purchase a total
of 348,500 shares of common stock during the fiscal year ended December 31,
2001. All of these grants were made at fair market value.
(2) Options to purchase 100,000 shares will vest at the rate of 25% every six
months from March 30, 2001, the date of grant.
(3) Options to purchase 60,000 shares will vest at the rate of 25% every six
months from March 30, 2001, the date of grant.

Aggregated Option and Warrant Exercises in Last Fiscal Year

The following table sets forth certain information regarding stock options
of the Named Executive Officers during the fiscal year ended December 31, 2001
including the number and value of exercisable and unexercisable stock options as
of December 31, 2001. No options were exercised by any of the Named Executive
Officers during the fiscal year ended December 31, 2001. In-the-money options
are those for which the fair market value of the underlying securities exceeds
the exercise price of the option. The closing transaction price of the
Company's common stock on December 31, 2001, was $.86 per share.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money
at Fiscal Year End 2001 Options/SARs at Year End
------------------------------------------- ------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------ ------------------- ------------------- ------------------- -------------------

Louis D. Paolino, Jr.......... 10,000 - $ - $ -
Gregory M. Krzemien........... 120,737 104,263 $4,313 $12,938
Robert M. Kramer.............. 146,629 163,371 $4,313 $12,938
Ronald R. Pirollo............. 56,250 63,750 $2,588 $ 7,763

Employment Agreements

Louis D. Paolino, Jr., Employment Agreement

Mace currently employs Louis D. Paolino, Jr. as its President and Chief
Executive Officer under a four-year employment agreement dated May 24, 1999. The
principal terms of the employment agreement include: annual salary of $350,000;
provision of certain medical and other employee benefits; prohibition against
competing with Mace during employment and for a three month period following a
termination of employment; and a $7,000,000 payment in the event that Mr.
Paolino's employment is terminated for any reason, except for death and
disability. Other than options to purchase 10,000 shares of Mace common stock
granted to Mr. Paolino and each of Mace's other directors on October 18, 2000,
for agreeing to serve on the Board of Directors for 2001, Mace has not granted
options to purchase Mace common stock to Louis D. Paolino, Jr., as compensation
for his services to Mace, under his employment agreement or otherwise.

Other Executive Employment Agreements

Mace currently employs Robert M. Kramer, Gregory M. Krzemien, Ronald R.
Pirollo and Matthew J. Paolino under four-year employment agreements dated March
26, 1999, expiring on March 26, 2003. Each employment agreement provides for
annual salary, certain medical and other employee benefits, and a prohibition
against competing with Mace during employment and for a three month period
following a termination of employment. In addition, Mace granted to each of
these executive officers options to purchase shares of Mace common stock at
$2.6875 per share that vest over a period of four years, except in the event of
a change of control or employment termination without cause, in which case such
options vest immediately. The table below discloses the current salary and
initial option grants for these executive officers.

Initial
Current Option
Name Office Annual Salary Grant
---- ------ ------------- -------

Robert M. Kramer Chief Operating Officer, $156,250 200,000
Executive Vice President,
General Counsel, and Secretary

Gregory M. Krzemien Chief Financial Officer $135,500 125,000
and Treasurer

Ronald R. Pirollo Chief Accounting Officer $118,500 50,000
and Corporate Controller

Matthew J. Paolino Vice President $ 45,000 125,000

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following beneficial ownership table sets forth information as of March
31, 2002, regarding beneficial ownership of shares of Mace common stock by the
following persons:

. each person who is known to Mace to own beneficially more than 5% of
the outstanding shares of Mace common stock, based upon Mace's records
or the records of the Securities and Exchange Commission;
. each director and director-nominee of Mace;
. each Named Executive Officer; and
. all directors and executive officers of Mace as a group.

Unless otherwise indicated, to Mace's knowledge, all persons listed on the
beneficial ownership table below have sole voting and investment power with
respect to their shares of Mace common stock. Shares of Mace common stock
subject to options or warrants exercisable within 60 days of March 31, 2002, are
deemed outstanding for the purpose of computing the percentage ownership of the
person holding such options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other person.

Name and Address of Shares of Common Percentage of
Beneficial Owner Stock Owned Common Stock Owned (1)
- ---------------- ----------- ----------------------

Louis D. Paolino, Jr................... 6,471,030 (2) 24.4%
1000 Crawford Place, Suite 400
Mt. Laurel, NJ 08054

Excel Legacy Holdings, Inc............. 3,812,500 (3) 15.0%
16955 Via Del Campo
San Diego, CA 92127

Mark S. Alsentzer...................... 1,080,000 (4) 4.2%

Jon E. Goodrich........................ 861,049 (5) 3.4%

Matthew J. Paolino..................... 524,078 (6) 2.1%

Robert M. Kramer....................... 404,883 (7) 1.6%

Gregory M. Krzemien.................... 210,869 (8) *

Ronald R. Pirollo...................... 87,500 (9) *

Constantine N. Papadakis, Ph.D......... 70,000 (10) *

Richard B. Muir........................ 33,000 (11) *

All current directors and executive 9,742,409 (12) 35.7%
officers as a group (9 persons)......

________________________________________________
* Less than 1% of the outstanding shares of Mace common stock.

(1) Percentage calculation is based on 25,349,027 shares outstanding on March
31, 2002.
(2) Includes (i) warrants to acquire 1,136,364 shares, (ii) options to purchase
10,000 shares, and (iii) 1,162,750 shares for which Louis D. Paolino, Jr.,
has been granted irrevocable proxies to vote such shares. See "Irrevocable
Proxies Granted to Louis D. Paolino, Jr." below.
(3) Includes (i) 3,500,000 shares and (ii) warrants to purchase 62,500 shares,
all held by Millennia Car Wash LLC, a limited liability company wholly
owned by Excel Legacy Holdings, Inc.
(4) Includes (i) warrants to purchase 50,000 shares and (ii) options to
purchase 30,000 shares.
(5) Includes (i) options to purchase 10,000 shares and (ii) 15,500 shares held
by Jon Goodrich's wife. Jon Goodrich disclaims beneficial ownership of the
shares owned by his wife.
(6) Includes options to purchase 120,369 shares.
(7) Includes (i) warrants to acquire 75,000 shares and (ii) options to purchase
190,234 shares.
(8) Includes options to purchase 160,369 shares.
(9) Includes options to purchase 77,500 shares.
(10) Represents options to purchase 70,000 shares.
(11) Includes options to purchase 30,000 shares.
(12) See Notes 2, 4, 5, 6, 7, 8, 9, 10 and 11 above.

Irrevocable Proxies Granted to Louis D. Paolino, Jr.

The following stockholders have granted to Louis D. Paolino, Jr.,
irrevocable proxies for the sole power to vote, but not to dispose of, the
1,162,750 aggregate shares of Mace common stock owned by such stockholders until
the expiration date of such proxies:

Expiration Date
Stockholder Shares of Proxies
- ----------- ------ ----------

D. Nagelberg & B. Nagelberg, Trustees 581,375 10-05-03
of Nagelberg Family Trust
Joyce Heller 236,000 10-05-03
Ronald I. Heller IRA 345,375 10-05-03
---------
Total 1,162,750
---------

Item 13. Certain Relationships and Related Transactions.

In August 1999, the Company entered into a month-to-month lease arrangement
with Bluepointe, Inc., a corporation controlled by Louis D. Paolino, Jr., the
Company's Chairman of the Board, Chief Executive Officer and President, for the
Company's executive offices in Mt. Laurel, New Jersey. The lease arrangement
provided for monthly rental payments of $10,000. This monthly lease payment was
considered to be more favorable than could be obtained on the open market for
similar facilities. Effective August 1, 2000, after a survey of local real
estate market pricing and upon the approval of the Audit Committee, the Company
entered into a five year lease with Bluepointe, Inc. which provides for an
initial monthly rental payment of $15,962, which increases by 5% per year in the
third through fifth years of the lease. The Company believes that the terms of
this lease (based on an annual rate of $19.00 per square foot ) are competitive
when compared to similar facilities in the Mt. Laurel, New Jersey area. The
Company has also entered into a three year furniture lease/purchase agreement
with Bluepointe, Inc., dated January 1, 2001, which provided for an initial
payment of $20,000 and monthly rental payments thereafter of $4,513, for the use
of the furnishings in the Company's executive offices. The rental rates were
based upon a third-party valuation of the furnishings, and the Company believes
that the terms of the furniture lease are competitive with similar leasing
arrangements available in the local area.

The Company purchased charter airline services from Air Eastern, Inc., and
LP Learjets, LLC, charter airline companies owned by Louis D. Paolino, Jr., the
Company's Chairman of the Board, Chief Executive Officer and President. The
Company paid $60,000, $84,000, and $50,000 in fiscal 2001, 2000 and 1999,
respectively, for such services. An additional $15,000 was paid in 2001 to
Aeroways, Inc., a chartered air service company not affiliated with Louis D.
Paolino, Jr., for the direct costs of flying the Learjet 31A owned by LP
Learjets, LLC. The Company believes that the rates charged are competitive when
compared with similar services provided by independent airline charter
companies. The Company's Audit Committee approved an arrangement between the
Company and LP Learjets, LLC, whereby the Company would pay $5,109 per month to
LP Learjets, LLC for the right to use a Learjet 31A for 100 hours per year.
Additionally, when the Learjet 31A is used, the Company pays to Aeroways, Inc.,
the direct costs of the Learjet's per-hour use, which include fuel, pilot fees,
engine insurance and landing fees.

Until September 2000, Robert M. Kramer, the Company's Chief Operating
Officer, Executive Vice President, General Counsel, Secretary and a director,
was engaged in the part-time practice of law through Robert M. Kramer &
Associates, P.C., a professional corporation owned by Mr. Kramer. Robert M.
Kramer & Associates, P.C., had rendered legal services to the Company from April
1999 to August of 2000. The Company paid such corporation approximately $15,000,
$163,000, and $145,000 in 2001, 2000, and 1999, respectively. The Company has
not paid such corporation for legal services since January 2001 and does not
anticipate any future payments.

In 2001, the Company hired Premier Concrete, Inc., a company controlled by
Matthew J. Paolino, the Company's Vice President and a director, to assist with
underground tank removal and complete pavement re-surfacing at one of the
Company's car wash locations. Premier Concrete, Inc., the lowest responsible
bidder for the contract, has been paid $34,450 for its services in 2001. The
Company believes that the rates charged are competitive when compared with
similar service provided by independent contractors.

In February 2000, the Company entered into a Management Agreement with Mark
Sport, a Vermont corporation controlled by Jon E. Goodrich, a director of the
Company. The Management Agreement entitled Mark Sport to operate the Company's
Security Products Division and receive all profits or losses for a seven-month
term beginning January 1, 2000. The Management Agreement was extended several
times through amendments with the most recent through April 30, 2002. The
Management Agreement requires Mark Sport to pay the Company $20,000 per month
beginning February 2000 and continuing through the term of the Management
Agreement as extended. Additionally, Mark Sport must pay the Company an amount
equal to the amortization and depreciation on the assets of the division at the
end of the term of the Management Agreement. During the term of the Management
Agreement, Mark Sport must operate the division in substantially the same manner
as it was operated prior to the Management Agreement. On February 21, 2002, Mark
Sport and the Company amended the Management Agreement. The amendment extended
the term of the Management Agreement through April 30, 2002, and reconciled the
amount owed by Mark Sport to the Company under the Management Agreement from
February 2000 through December 31, 2001. Mark Sport and the Company agreed in
the amendment that Mark Sport, as of December 31, 2001, owes the Company
$126,847, resulting in a resolution of certain disputes and a reduction of the
amounts owed by Mark Sport of approximately $92,000.

The Company's Security Products Division leases manufacturing and office
space under a five-year lease with Vermont Mill, which provides for monthly
lease payments of $6,667 beginning November 15, 1999. Vermont Mill is controlled
by Jon E. Goodrich, a director of the Company. On February 25, 2002, the Company
and Vermont Mill amended the lease. The original lease provided that Vermont
Mill could increase the lease payment $0.50 per square foot upon demonstration
that Vermont Mill had a higher paying third party tenant for the space occupied
by the Company. The lease amendment clarifies that the Company occupies 44,000
square feet in Vermont Mill at a rental rate of $2.50 per square foot per year.
The Company believes that the revised lease rate is lower than lease rates
charged for similar properties in the Bennington, Vermont area.

Vermont Mill borrowed a total of $228,671 from the Company through December
31, 2001. On February 22, 2002, Vermont Mill executed a three year promissory
note with monthly installments of $7,061 including interest at a rate of 7%. The
Company's Lease Agreement with Vermont Mill provides for a right of offset of
lease payments against this promissory note in the event monthly payments are
not made by Vermont Mill.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

MACE SECURITY INTERNATIONAL, INC.

By: /s/ Gregory M. Krzemien
-----------------------
Gregory M. Krzemien
Chief Financial Officer and Treasurer

DATED the 12/th/ day of April, 2002.

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 Company and in
the capacities and on the dates indicated:

Name Title Date
- ---- ----- ----

* Chairman of the Board, 4/12/02
- --------------------------------- Chief Executive Officer,
Louis D. Paolino, Jr. President and Director
(Principal Executive Officer)

* Executive Vice President, 4/12/02
- --------------------------------- Chief Operating Officer,
Robert M. Kramer General Counsel, Secretary
and Director

/s/ Gregory M. Krzemien Chief Financial Officer 4/12/02
- --------------------------------- and Treasurer (Principal
Gregory M. Krzemien Financial Officer)

* Chief Accounting Officer and 4/12/02
- --------------------------------- Corporate Controller (Principal
Ronald R. Pirollo Accounting Officer)

* Vice President and Director 4/12/02
- ---------------------------------
Matthew J. Paolino

* Director 4/12/02
- ---------------------------------
Jon E. Goodrich

* Director 4/12/02
- ---------------------------------
Constantine N. Papadakis, Ph.D.

* Director 4/12/02
- ---------------------------------
Mark S. Alsentzer

* Director 4/12/02
- ---------------------------------
Richard B. Muir

* Gregory M. Krzemien, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and included in the signature page of the
initial filing of this Annual Report, by signing his name hereto, does hereby
sign and execute this Amendment No. 1 to Form 10-K Annual Report on behalf of
each of the persons noted above, in the capacities indicated, and does hereby
sign and execute this Amendment No. 1 to Form 10-K Annual Report on his own
behalf in the capacities indicated.

/s/ Gregory M. Krzemien
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Gregory M. Krzemien