CERTIFICATION                                                       Exhibit 31.2

I, Geoffrey F. Feidelberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CompuDyne Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the period presented in this report;

4.  The  registrant's  other  certifying  officer  and I,  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         (a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

         (c)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's   auditors  and  the  audit  committee  of  registrant's  board  of
directors:

         (a) All significant  deficiencies and material weaknesses in the design
or operation of internal controls over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

         (b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

         Date:  May 1, 2006
                                       /S/ Geoffrey F. Feidelberg
                                      ----------------------------
                                      Geoffrey F. Feidelberg
                                      Chief Financial Officer