concurring in part and dissenting in part.
I dissent because I believe the judgment and orders of the district court should have been affirmed in toto. The majority affirm the district court in holding that chapters 3:1.2-5 (“DEROGATORY REFERENCE”) and 3:1.2-8 (“CENSURING OFFICIAL TRANSACTIONS”) are unconstitutionally overbroad on their face, resulting in a chilling of first amendment rights. I agree as to this aspect of the majority’s opinion for the reasons stated by them and those expressed by the district court. I disagree with the majority’s reversal of the district court’s holding that chapter 6:7 (“PUBLIC DISPARAGEMENT”) is constitutional and the majority’s consequent reversal of the district court’s refusal to enjoin disciplinary proceedings against appellant, Ronald Gasparinetti (“GASPARINETTI”), brought under chapter 5:4.1 (“OBEDIENCE TO ORDERS”) and chapter 6:8 (“ACTS OF INSUBORDINATION”).
The majority hold that chapter 6:7 is facially overbroad. I disagree both as to their construction of the rule and to the balance they strike between the individual and governmental interests. I would hold the rule facially valid. I would also reach the question of whether chapter 6:7 is either vague or unconstitutional as applied to Gasparinetti, concluding that neither test renders the rule invalid. Because I believe that chapter 6:7 is constitutional I would affirm the district court’s refusal to grant an injunction preventing application of chapters 5:4.1 and 6:8 to Gasparinetti.
I. PUBLIC SPEECH OF POLICEMEN MAY BE LIMITED
The language of the first amendment is seemingly absolute, that no law shall be passed “abridging the freedom of speech.” U.S.Const. Amend I. The Supreme Court, however, has never interpreted this clause that strictly; a balance has been struck between the speech interests of individuals and the governmental need for law and order. See Konigsberg v. State Bar, 366 U.S. 36, 49, 81 S.Ct. 997, 6 L.Ed.2d 105 (1961); Dennis v. United States, 341 U.S. 494, 508, 71 S.Ct. 857, 95 L.Ed. 1137 (1951).
When faced by a challenge to governmental regulation of speech of citizens in general, the Government must present compelling justification for its encroachments, see Brandenberg v. Ohio, 395 U.S. 444, 89 S.Ct. 1827, 23 L.Ed.2d 430 (1969) (per curiam). The government, however, as em*321ployer may exercise some incidental speech control over its employees in furtherance of the goals of their employment. Arnett v. Kennedy, 416 U.S. 134, 94 S.Ct. 1633, 40 L.Ed.2d 15 (1974); Pickering v. Board of Education, 391 U.S. 563, 88 S.Ct. 1731, 20 L.Ed.2d 811 (1968).
[T]he government has an interest in regulating the conduct and “the speech of its employees that differ[s] significantly from those it possesses in connection with regulation of the speech of the citizenry in general. The problem in any case is to arrive at a balance between the interests of the [employee], as a citizen, in commenting upon matters of public concern and the interest of the [government], as an employer, in promoting the efficiency of the public services it performs through its employees.”
CSC v. National Ass’n of Letter Carriers, 413 U.S. 548, 564, 93 S.Ct. 2880, 2890, 37 L.Ed.2d 796 (1973), quoting, Pickering v. Board of Education, supra, 391 U.S. at 568, 88 S.Ct. 1731.
On this basis public employees may be disciplined for their speech without offending rights secured by the first amendment. See Sprague v. Fitzpatrick, 546 F.2d 560, 565 (3d Cir.), affirming, 412 F.Supp. 910, 919 (E.D.Pa.1976). (Even though employee is punished for speech, interest of government in stable and effective relations between workers is enough to permit the action).
The need of the government to exercise incidental speech regulation over its employees in furtherance of the goals of their employment is especially justified and necessary with the police. Regardless of the historical origin of the municipal police force, whether as a need to supplement the citizens’ role in keeping the peace or an interest in creating a civilian military, municipal police forces are a para-military force by virtue of their organized structure, central control, disciplined rank and file, and uniform dress and appearance, all designed to carry out the efficient conduct of their duties.
The police generally resemble the military — a closed isolated sector with its own customs and needs, see Bernard, Structures of American Military Justice, 125 U.Pa.L. Rev. 307, 312-33 (1976) — rather than other employees in the public sector. This structure need not necessarily be imposed, but as the Supreme Court indicates in Kelley v. Johnson, 425 U.S. 238, 96 S.Ct. 1440, 47 L.Ed.2d 708 (1976), the choice of the local government to organize along para-military lines must be respected by the courts in cases in which the content of police regulations is challenged rather than the structure of the force itself. 425 U.S. at 246, 96 S.Ct. 1440.
“For the reasons which differentiate military society from civilian society, we think Congress is permitted to legislate both with greater breadth and greater flexibility when prescribing the rules by which the former shall be governed than when prescribing rules for the latter.” Parker v. Levy, 417 U.S. 733, 756, 94 S.Ct. 2547, 2561, 41 L.Ed.2d 439 (1974). Similarly, states must be given considerable leeway in legislation regulating the local equivalent of the military, the police. In today’s highly complex and mobile society, in which crime is assisted by enormous advances in technology, transportation, and instant communication, the policeman is more than ever a trained officer entrusted with responsible and serious assignments as a public servant.
His work habits on active duty require disciplined conduct, regimentation and frequent strict adherence to regulation and authorized detail. . . . It is essential that a policeman’s training be such that he be taught to obey strict discipline, procedure and rules in order to lend practical assurance that he will follow command and not abuse his awesome authority.
Stradley v. Anderson, 478 F.2d 188, 190 (8th Cir. 1973). The state, therefore, has a significant governmental interest, succinctly expressed by the majority, “in regulating some speech of police officers in order to promote efficiency, foster loyalty and obedience to superior officers, maintain morale, and instill public confidence in the law en*322forcement institution.” Majority Opinion at 315.
While it is true that policemen are not relegated to an emasculated version of constitutional rights, Garrity v. New Jersey, 385 U.S. 493, 500, 87 S.Ct. 616, 17 L.Ed.2d 562 (1967), it is equally clear that in certain contexts involving the need for police discipline and espirit de corps, the government is entitled to regulate police activity to a much greater extent than “civilians.” See, e. g., Kelley v. Johnson, supra, (assuming first amendment right in personal appearance, Court holds that state need only show rational need for regulation, unlike compelling need for civilians). Accepting the principle that a police officer is entitled to first amendment protection, it may well be that he is entitled to less than other public servants. See Muller v. Conlisk, 429 F.2d 901, 904 (7th Cir. 1970).
II. THE “PUBLIC DISPARAGEMENT” RULE IS NOT OVERBROAD ON ITS FACE
In assessing claims of overbreadth, this court must first determine the extent of the challenged rule and then balance the governmental need to regulate the speech against the individual’s rights. Before considering that balance in this case, the scope of the challenged rule must be established.
The test for constitutionality of a state rule challenged on first amendment grounds is whether the interest of the state in limiting the speech outweighs the interest asserted by the individual. Preliminary to that balancing, however, the court must construe the language of the rule to determine what conduct is proscribed. The majority pose a number of hypotheticals here that they claim come within the ambit of the “public disparagement” rule, including: (1) criticism of department work rules, voiced at a public PBA meeting; (2) claims that a new departmental policy is against the public interest, stated in a public setting; and (3) charges that a Police Director is not negotiating a contract in good faith— presumably made in a public setting, but not so posed by the majority. Majority Opinion at 315-316. Although each of these hypotheticals might well be within the literal language “comment unfavorably” when the phrase is taken out of context, fairly read, the overall effect of the rule would not be so inclusive.
The Supreme Court in CSC v. National Ass’n of Letter Carriers, supra, 413 U.S. at 571, 93 S.Ct. at 2893, reminds us that “our task is not to destroy [challenged regulations] if we can, but to construe [them] . so as to comport with constitutional limitations.” Our duty then is to give narrow effect to rules of police conduct so as to limit their possible over-breadth. The majority has indicated that the language “publicly . . comment unfavorably” is that which may be unconstitutionally applied. Their construction of that language flies in the face of the Court’s admonition in CSC v. National Ass’n of Letter Carriers and is unnecessarily broad. The rule must be read, not only in light of a reasonable man standard as suggested by the Police Department, but more importantly within the context of the rule itself.1
Chapter 6:7 is not focused primarily at the content of speech as it is on the forum for it. The rule is directed against the use of a public forum for speech coupled with departmental disparagement. The rule then is seen as akin to a time, place, and manner regulation, much like a prohibition against “fighting words.” See Chaplinsky v. New Hampshire, 315 U.S. 568, 62 S.Ct. *323766, 86 L.Ed. 1031 (1942); Cantwell v. Connecticut, 310 U.S. 296, 60 S.Ct. 900, 84 L.Ed. 1213 (1940). Chapter 6:7 is headed “PUBLIC DISPARAGEMENT.” The rule prohibits members from publicly disparaging and publicly commenting unfavorably or disrespectfully on official action of police superiors or departmental rules or orders. Read in context, unfavorable is joined inextricably with disparaging and disrespectful. So read, the rule is intended to limit public unfavorable comment, but unfavorable must be read to imply public disrespect or disparagement. There is little difficulty in concluding that.the rule is not aimed at mere unfavorable public comment; its overall purpose and tone indicate a need to show something greater. Therefore, the majority conclusion that “any publicly voiced disagreement” would violate chapter 6:7 is unwarranted.2 Even were we to accept the majority’s construction of the rule, the relevant cases require that we sustain the regulation. The majority recognize that there is “a significant government interest in regulating some speech of police officers.” Yet, even given this legitimate governmental interest the majority hold that the Department may not enforce chapter 6:7 for sufficient breathing space is not provided for enjoyment of first amendment rights. Majority Opinion at 316. Had this been a case involving teachers or other public employees, such a conclusion might have been plausible, but because the rule is aimed at police officers it seems to me that the balance required by Pickering would sustain the “public disparagement” rule.
The majority have drawn a bright line between chapter 6:7’s prohibition against public disparagement and public disrespect and its prohibition against public unfavorable comment. It seems that the distinction is really trivial, for the three provisions read together attempt to serve an identical purpose, the deterrence of public statements which tend to destroy morale and unity within the ranks of the police force and public confidence in the police department. There is a powerful need within a police department for unity and obedience; there is an equally strong necessity for public confidence. It is of great importance that subordinates show proper respect to superior officers. Without some rules limiting public criticism, morale and public confidence in the police would likely be undermined.3
Chapter 6:7 does not prevent criticism absolutely. A reasonable latitude for criticism is permitted. Police officers are free to criticize among themselves or to level *324criticism at their superiors. Only criticism which publicly disparages police policy and superiors is restricted. Private channels of communication are left open. The majority ignore this freedom of the police to exercise an extensive range of speech, speech which may be highly critical, derogatory, or inflammatory. Any private communication is permissible; any public communication which is not disparaging is also permissible. The fear of chilling the exercise of free speech expressed by the majority is overdrawn. Even the cases which the majority cite support my view that the line for constitutional purposes is not between commenting and disparaging but is between public and private speech.
Muller v. Conlisk, supra, involved a challenge to a regulation of the Chicago police department which “on its face prohibit[ed] all such speech [disparaging in nature], even private conversation . . . .” 429 F.2d at 904. It was for that reason that the rule was found overbroad. Id. Of like effect is Haurilak v. Kelley, 425 F.Supp. 626 (D.Conn.1977), in which a police regulation which prohibited department employees under any circumstances from speaking critically or derogatorily “to other members or employees” as well as outsiders was challenged. Id. at 629. The regulation was found unconstitutional because it punished the officers for “discussing among themselves the merits of any order or instruction . . . .” Id. at 632.
Flynn v. Giarrusso, 321 F.Supp. 1295 (E.D.La.1971), cited by the majority, does not help in their quest to draw the line between public comment and public disparagement. It too involved a regulation prohibiting criticism directed to “any person,” public or private. Id. at 1299. However, Magri v. Giarrusso, 379 F.Supp. 353 (E.D. La.1974), decided by the same district court found facial validity in the following regulation adopted by the police department after the Flynn case which is quite similar to the “public disparagement” rule under attack in the instant case:
CRITICISM
Members and employees shall not publicly criticize or ridicule the department, its policies or other employees by talking, writing or expressing any other manner, where such talking, writing or other expression:
* * * * * *
d. tends to impair the operation of the department by interfering with its efficiency; interfering with the ability of supervisors to maintain discipline; or having been made with reckless disregard for truth or falsity.
379 F.Supp. at 357 (emphasis supplied).
The court concluded that the problems expressed with the similar rule declared unconstitutional in Flynn had been cured. Id. at 358 (“Article 33 does not distinguish between public and private speech. . .”). Any distinction between publicly unfavorable comment and “publicly criticize” eludes me. I agree with the Magri court that in this context it is the prohibition of private speech which is constitutionally prohibited, not incidental effects on public speech.4 I see no substance to the distinction which the majority draws between “publicly criticize and ridicule” in the Magri regulation and the “public disparagement” regulation in this case. (Majority Opinion p. 318 n.20).
The “public disparagement” rule does not sweep too broadly in effectuating the governmental interest in the morale and unity of the police force. It does not prevent dissent or criticism. Intra-departmental lines for redress of problems are available. Public' criticism of non-police officials and events is not prohibited. The regulation *325only limits disrespect, disparagement, and unfavorable criticism voiced in a public forum. The fine line the majority attempts to draw in a police organization between unfavorable public comment and disparagement is unsound and untenable.5 The clear line for constitutional challenges, as shown by Muller v. Conlisk, supra; Haurilak v. Kelley, supra; Magri v. Giarrusso, supra; and Flynn v. Giarrusso, supra, is that drawn between public speech and private speech. Unless the rule is so broad as to prohibit all criticism or a very large portion which would include private communication, rules regulating public speech by police officers are facially valid.
III. CHAPTER 6:7 IS NEITHER VAGUE NOR UNCONSTITUTIONAL AS APPLIED TO GASPARINETTI
Appellants have challenged chapter 6:7 as unconstitutionally vague and as unconstitutionally applied to Gasparinetti. Judge Lacey held that chapter 6:7 was neither vague nor unconstitutionally applied. I agree.
The language of 6:7, though not totally clear, is “set out in terms that the ordinary person exercising ordinary common sense can sufficiently understand and comply with, without sacrifice to the public interest.” CSC v. National Ass’n of Letter Carriers, supra, 413 U.S. at 579, 93 S.Ct. at 2897. Vagueness may be found when a regulation is so vague that men of ordinary intelligence must guess as to its meaning and differ as to its application. Connally v. General Construction Co., 269 U.S. 385, 391, 46 S.Ct. 126, 70 L.Ed. 322 (1926). I agree with Judge Lacey that chapter 6:7 is reasonably specific. It is written in terms which are understandable and which provide notice as to what conduct is prohibited; it is not vague. See Arnett v. Kennedy, supra, 416 U.S. at 161, 94 S.Ct. 1633.
Gasparinetti was charged with violating chapter 6:7 by publicly disparaging and commenting unfavorably or disrespectfully about the official actions of two superior officers, Deputy Chief Thomas Henry, and Inspector Thomas Critchley, and about the rules, regulations, procedures, and orders of the police department. Specifically, the charges alleged that Gasparinetti said: (1) that police officers were transferred as a result of political pressure brought by a black leader on Critchley; (2) that Critchley attempted to break the morale of the men; (3) that Critchley operated outside the rules and regulations of the department; (4) that men like Critchley could not effectively lead others; and (5) that many superior officers were cowards.6
These remarks, especially the public charge that superior officers were “cowards,” were of such character as to undermine public confidence in the leaders of the police force and disturb the working relationship of the rank-in-file to their superiors. As such, these remarks were punishable by the Department. Pickering v. Board of Education, supra suggests that the governmental interest in limiting speech must outweigh the individual’s right to fair comment if application of a rule is to be constitutional. I think that there can be no doubt that in this case Gasparinetti’s asserted first amendment rights are outweighed by the Department’s need for discipline and order. It is permissible to punish truthful criticism where effectiveness of the employment relationship is undermined. See Sprague v. Fitzpatrick, supra, 546 F.2d at 565.
IV. CHAPTERS 5:4.1 AND 6:8 NEED NOT BE ENJOINED
Disciplinary charges were brought against Gasparinetti under chapter 5:4.1 *326(“OBEDIENCE TO ORDERS”) and chapter 6:8 (“ACTS OF INSUBORDINATION”)7 because he refused to make a formal answer to seven questions — presumably concerned with his public statements about his superiors and official policy — put to him by a superior officer. Instead, Gasparinetti claimed that the questions asked him to reply to areas not subject to scrutiny by the Department. The district court refused to grant an injunction preventing enforcement of disciplinary proceedings against Gasparinetti. The majority apparently remand the question to the district court in light of their reversal of the constitutionality of chapter 6:7. Because I find chapter 6:7 constitutional, I see no need to disturb the district court’s refusal to grant the injunction. I would affirm the holding.
V. CONCLUSION
(1) For the reasons stated by the majority, I concur that chapters 3:1.2-5 and 3:1.-2-8 of the Newark Police Department Rules and Regulations are unconstitutionally overbroad.
(2) Chapter 6:7’s prohibition of publicly disparaging and publicly commenting unfavorably or disrespectfully is necessary to effectuate the goals of morale, discipline, and public confidence in the Department. The rule is directed at public disparagement; the incidental impact on free speech is mitigated by open access to all private channels of communication. Given the needs of the police, the deference given to regulations of paramilitary organizations, and the limited nature of the intrusion on rights, chapter 6:7 is not overbroad on its face.
(3) The terms of chapter 6:7 are susceptible of understanding by the ordinary man or woman; it is not vague.
(4) Gasparinetti’s conduct had the clear effect of undermining morale and discipline on the police force. The Department may therefore discipline him without doing violence to the constitution.
(5) Chapter 6:7 is constitutional in all respects. Therefore, the district court’s holding refusing to enjoin application of chapters 5:4.1 and 6:8 to Gasparinetti should be affirmed.
. The majority do not hold that an implicit reasonable man standard can never be employed to narrow the scope of a challenged rule. The majority maintain that the language of chapter 6:7, “comment unfavorably,” is not susceptible of objective measurement. I think the majority would be correct if that was the sole term used within the rule. However, they ignore the title of the chapter, PUBLIC DISPARAGEMENT, as well as its other terms, disparage and disrespect. The example given at page 316 of the Majority Opinion of distinguishing between “unwise” and “stupid” is not so difficult to make, given the overall effect of the rule. I am inclined to hold that the reasonable man standard is applicable here but find it unnecessary, given my affirmation of the facial constitutionality of the challenged regulation.
. Although the majority do not hold that the parts of chapter 6:7 prohibiting public disparagement and disrespect are constitutional, they address themselves only to “comment unfavorably.” Because as I read the rule, unfavorable comment is qualified by public disparagement and disrespect, the problems posed by the majority are readily resolved.
. Gasparinetti’s conduct here exemplifies the need to prohibit disparaging public statements by police officers about their superiors and about official policy. In the wake of bitter racial turmoil in the city of Newark, Gasparinetti publicly made various derogatory statements about his superiors and about official policy:
1. “That six (6) police officers were transferred after alleged pressure brought on Police Inspector Thomas Critchley by LeRoi Jones (Imanu Amiri Baraka),” or words to that effect.
2. “Critchley was assigned to the Tactical Squad in order to break the morale and spirit of the men,” or words to that effect.
3. “When a man such as Critchley succumbs to political pressure and threats of LeRoi Jones, then he is operating outside the Rules and Regulations,” or words to that effect.
4. “The public wants to know why the police department doesn’t do its job. Well, this is a very big part of the answer. We have the men that are willing to face the criminals but when they are led by superiors like Critchley they hesitate,” or words to that effect.
5. In reference to picketing in front of Newark City Hall he said, ‘(We picketed to let people know we have cowards in superior officer ranks,” or words to that effect.
The overall effect of such public statements can only undermine public confidence and department efficiency. The complaints could easily have been made privately, within established lines for criticism within the department or by letters to superiors or elected officials who could remedy the situation. To prevent such incidents, rules such as chapter 6:7 are enacted.
. The same distinction was drawn by the district court in the instant case. It held that chapters 3:1.2-5 (derogatory reference) and 3:1.2-8 (censuring official transactions) were overbroad on their face and that chapter 6:7 was facially valid. The only real distinction between the sections is that chapter 6:7 is direefed only at public speech whereas the other chapters are directed at all communication. The majority really do not address this distinction adequately and instead concentrate on fine distinctions of language which need not be made.
. Even accepting such a reading, prohibition of the conduct here could survive constitutional challenge. The Supreme Court has expressed hesitancy to find overbroad rules which are substantially valid. See CSC v. National Ass’n of Letter Carriers, supra, 413 U.S. at 581, 93 S.Ct. 2880. Thus, even if there are marginal applications of the regulations which would infringe on the first amendment, facial invalidation is inappropriate if there is a whole range of constitutionally prohibitable conduct. Parker v. Levy, supra, 417 U.S. at 760, 94 S.Ct. 2547; CSC v. National Ass’n of Letter Carriers, supra, 413 U.S. at 580-81, 93 S.Ct. 2880. Even the majority would agree that the rule here could be applied constitutionally to many police activities.
. For the text of Gasparinetti’s statements see Dissenting Opinion at 323, n.3.
. For the text of chapters 5:4.1 and 6:8 see Majority Opinion at 319.