UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                            FORM 10-Q

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

For the Quarter ended June 30, 1999

( )  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 0-7885

               UNIVERSAL SECURITY INSTRUMENTS, INC.
     (Exact name of registrant as specified in its charter)

        Maryland                          52-0898545
State of Incorporation        I.R.S. Employer Identification Number

10324 S. Dolfield Road, Owings Mills, MD                  21117
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code 410-363-3000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 and 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to the filing requirements for at least the
past 90 days.

                      YES   X      NO _____

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

     Date                   Class               Shares Outstanding
August 12, 1999  Common Stock, $.01 par value         897,598

      UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

                              INDEX

Part  I - FINANCIAL INFORMATION

          Item l.  Financial Statements

          Consolidated balance sheets at June 30, 1999 and March
          31, 1999

          Consolidated statements of operations for the three
          months ended June 30, 1999 and 1998

          Consolidated statements of cash flows for the three
          months ended June 30, 1999 and 1998

          Notes to consolidated financial statements

          Item 2.  Management's discussion and analysis of results
                  of operations and financial condition

Part II - OTHER INFORMATION

          Item 6.  Exhibits and Reports

                              - 2 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
ASSETS
<S>                                    <C>             <C>
                                    June 30, 1999  March 31, 1999

CURRENT ASSETS
  Cash                                 $  226,069      $  193,107
  Accounts receivable:
    Trade (less allowance for
      doubtful accounts of $100,000
      at June 30, 1999 and
      March 31, 1999)                   1,225,214         549,149
    Officers and employees                    323             321

                                        1,225,537         549,470

  Inventories:
    Finished goods                      2,144,927       1,749,684
    Raw materials-foreign locations        49,869          49,869

                                        2,194,796       1,799,553

  Prepaid expenses                         78,670         112,419

  Assets held for sale - net of
    depreciation                                        1,274,924

TOTAL CURRENT ASSETS                    3,725,072       3,929,473

INVESTMENT IN JOINT VENTURE             2,349,997       2,240,785

PROPERTY, PLANT AND EQUIPMENT             218,096         225,862

OTHER ASSETS                                6,000           6,000

TOTAL ASSETS                           $6,299,165      $6,402,120
</TABLE>

See notes to consolidated financial statements.

                                   - 3 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                 <C>              <C>
                                   June 30, 1999   March 31, 1999

CURRENT LIABILITIES
  Short-term borrowings             $   845,636      $   786,484

  Accounts payable                      711,484          294,618
  Accrued liabilities                    93,688           86,973
  Debt related to assets held
    for sale                                           1,246,973

TOTAL CURRENT LIABILITIES             1,650,808        2,415,048

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value
    per share; authorized
    20,000,000 shares; issued
    897,598 and 887,143
    shares at June 30,
    1999 and March 31, 1999               8,975            8,871
  Additional paid-in capital         10,509,757       10,499,446
  Retained earnings (deficit)        (5,870,375)      (6,521,245)

TOTAL SHAREHOLDERS' EQUITY            4,648,357        3,987,072

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                $ 6,299,165      $ 6,402,120
</TABLE>

See notes to consolidated financial statements.

                                   - 4 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<S>                                    <C>            <C>
                                      For the Three Months Ended
                                     June 30, 1999  June 30, 1998

Net sales                              $2,058,352     $2,633,409

Cost of goods sold                      1,587,036      2,146,707

                                          471,316        486,702

Research and development expense           64,090         39,059

Selling, general and administrative
  expense                                 608,557        497,223

Operating (loss)                         (201,331)       (49,580)

Other income (expense):
  Interest income                             987          1,665
  Interest expense                        (48,914)       (57,588)
  Gain on sale of building                804,861
  Other                                   (13,946)           661

                                          742,988        (55,262)

EARNINGS (LOSS) BEFORE EQUITY
IN EARNINGS OF JOINT VENTURE              541,657       (104,842)

Equity in earnings of joint venture       109,212          9,406

NET EARNINGS (LOSS)                    $ 650,869     $  (95,436)

Per common share amounts:
  Basic                                $      .73     $     (.12)
  Diluted                              $      .67     $     (.12)

Weighted average number of common
  shares outstanding
    Basic                                 892,350        811,397
    Diluted                               965,027        811,397
</TABLE>

See notes to consolidated financial statements.

                                  - 5 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<S>                                             <C>              <C>
                                                For the Three Months Ended
                                               June 30, 1999  June 30, 1998
OPERATING ACTIVITIES
  Net earnings (loss)                           $   650,869      $ (95,436)
  Adjustments to reconcile net
    earnings (loss) to net cash (used in)
    provided by operating activities:
      Depreciation and amortization                   8,807         34,515
      Undistributed earnings of
        joint venture                              (109,212)        (9,406)
      Gain on sale of building                     (804,861)

      Changes in operating assets and liabilities:
        (Increase) decrease in accounts
          receivable                               (676,067)       320,374
        (Increase) in inventories and
          prepaid expenses                         (361,494)       (12,901)
        Increase (decrease) in accounts payable
          and accrued expenses                      423,581       (142,477)

NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES                               (868,377)        94,669

INVESTING ACTIVITIES
  Proceeds from sale of building                  2,079,785
  Property, plant and equipment                      (1,040)        (1,502)

NET CASH PROVIDED BY (USED IN)
  INVESTING ACTIVITIES                            2,078,745         (1,502)

FINANCING ACTIVITIES
  Net borrowings (repayment) of short-term debt      59,152       (128,725)
  Principal payments on long-term debt                              (3,864)
  Payment on legal settlement                                      (18,750)
  Debt related to assets held for sale           (1,246,973)
  Issuance of common stock                           10,415

NET CASH USED IN FINANCING ACTIVITIES            (1,177,406)      (151,339)

INCREASE (DECREASE) IN CASH                          32,962        (58,172)

Cash at beginning of period                         193,107        133,377

CASH AT END OF PERIOD                           $   226,069      $  75,205

Supplemental information:
  Interest paid                                 $    48,914      $  57,588
  Income taxes paid                                       -              -
</TABLE>
See notes to consolidated financial statements.

                                     - 6 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Statement of Management - The financial information included herein is
unaudited and does not include all disclosures normally included in
financial statements presented in accordance with generally accepted
accounting principles. The interim financial information should be read in
connection with the financial statements and related notes in the Company's
annual report on Form 10-K for the year ended March 31, 1999. The results
for the interim period are not necessarily indicative of the results
expected for the year. The accompanying interim information reflects all
adjustments (consisting of normal recurring adjustments), which are, in the
opinion of management, necessary for a fair statement of the results for
the interim periods.

Per Share Data - The Company implemented Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share" for all years
presented which requires presentation of basic and diluted earnings per
share amounts and a reconciliation for all years presented of the
respective calculations. The Company incurred a net loss for the years
ended March 31, 1999, 1998 and 1997; therefore, all potential dilutive
common shares are antidilutive and not included in the calculation of
diluted earnings per share. Basic and diluted net income per share are
computed by dividing net income (loss) by the weighted average number
of common and potentially dilutive common (if any) shares outstanding
during the period.

New Accounting Pronouncements - The Company implemented SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures About
Segments of An Enterprise and Related Information" effective April 1,
1998. These standards specify the presentation and disclosure
requirements for comprehensive income and segment information. SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities"
standardizes the accounting for all derivative instruments. The company
does not hold or issue derivative financial instruments.

Income Taxes - No income tax expense has been provided for the quarter
ended June 30, 1999 because of the Company's deferred tax assets related to
the carryforward of prior years' operating losses.

Joint Venture - The Company maintains a 50% interest in a joint venture
with a Hong Kong corporation (Hong Kong joint venture) which has
manufacturing facilities in the People's Republic of China, for the
manufacturing of consumer electronic products. The following represents
summarized income statement information of the Hong Kong joint venture for
the quarters ended June 30, 1999 and 1998:
<TABLE>
<S>                       <C>                 <C>
                             1999                1998
      Net sales           $1,774,875          $1,540,442
      Gross profit           521,145             265,460
      Net income             218,425              18,812
</TABLE>

                                      - 7 -

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Three Months Ended June 30, 1999 Compared to
Three Months Ended June 30, 1998

Sales - Net sales for the three months ended June 30, 1999 were
$2,058,352 compared to $2,633,409 for the comparable three months
in the prior fiscal year, a decrease of $575,057. Net sales of
security products increased by $9,156 as compared to the quarter
ended June 30, 1998. Net sales of other products decreased by
$584,213, as compared to the quarter ended June 30,  1998. The
increase in security sales was due primarily to higher  sales of
smoke alarms. The decrease in other sales was due to a decreased
demand for certain of the Company's private label video and
telecommunications products.

Net Income - The Company reported a net profit of $650,869 for
the quarter ended June 30, 1999 compared to net loss of $95,436
for the corresponding quarter of the prior fiscal year. The
increase in net income was due to the sale of the Company's
headquarters facility, which resulted in a net gain of $804,861.

Expenses - Research, selling, general and administrative expenses
increased by $136,365 from the comparable three months in the
prior year. As a percentage of sales, research, selling, general
and administrative expenses were 33% for the three months ended
June 30, 1999 and 20% for the same period in the last fiscal
year. The increase in expenses was mainly due to the costs
associated with establishing USI ELECTRIC's customer base and
related sales organizations.

Interest Expense and Income - The Company's interest expense, net
of interest income, decreased from $55,923 for the quarter ended
June 30, 1998 to $47,927 for the quarter ended June 30, 1999. The
lower interest expenses resulted from lower levels of borrowing.

Financial Condition and Liquidity - Cash needs of the Company are
currently met by funds generated from operations and the
Company's line of credit with a financial institution, which
supplies both short-term borrowings and letters of credit to
finance foreign inventory purchases. The Company's maximum bank
line of credit is currently the lower of $7,500,000 or specified
percentages of the Company's accounts receivable and inventory.
Approximately $904,460 has been utilized in letter of credit
commitments and short-term borrowings as of June 30, 1999.  As of
June 30, 1999, the amount available for additional borrowings
under the line was approximately $290,000 based on the specified
percentages.

                              - 8 -

The outstanding principal balance of the revolving credit line is
payable upon demand.  The interest rate on the revolving credit
line is equal to 1-1/2% in excess of the prime rate of interest
charged by the Company's lender.  The loan is collateralized by
the Company's accounts receivable, inventory and a 1.5 acre
parcel of the Company's real estate.

Operating activities used cash of $868,377 for the quarter ended
June 30, 1999.  This was primarily due to an increase in accounts
receivable of $676,067, increase in inventories and prepaid
expenses of $361,494, partially offset by the gain on the sale of
the building of $804,861. For the same period last year,
operating activities provided cash of $94,669.

Investing activities provided cash of $2,078,745 in the current
quarter. This resulted from the proceeds of the sale of the
building. For the same period last year, investing activities
used cash of $1,502.

Financing activities used cash of $1,177,406, primarily due to
the repayments of long term debt of $1,246,973. For the same
period last year, financing activities used cash of $151,339.

The Company believes that its line of credit and its working
capital provide it with sufficient resources to meet its
requirements for liquidity and working capital in the ordinary
course of its business over the next twelve months.

Hong Kong Joint Venture - Net sales of the joint venture for the
three months ended June 30, 1999 were $1,774,875 compared to
$1,540,442 for the comparable three months in the prior fiscal
year.  The increase in sales was primarily due to increased sales
of smoke alarms.

Net income was $218,425 for the quarter ended June 30, 1999
compared to $18,812 in the comparable quarter last year. The
increase in net income resulted from higher sales to non-related
customers.

Selling, general and administrative expenses were $333,748 and
$310,069 for the quarter ended June 30, 1999 and 1998,
respectively.  As a percentage of sales, expenses were 19% and
20% for 1999 and 1998, respectively.

Interest income net of interest expense was $30,717 for the
quarter ended June 30, 1999 compared to $23,526 for the same
quarter last year.

Cash needs of the Hong Kong joint venture are currently met by
funds generated from operations.  During the quarter ended June
30, 1999, working capital increased by $726,005 from $2,069,790
on March 31, 1999 to $2,795,795 on June 30, 1999.

                              - 9 -


Year 2000 Compliance - The Company has undertaken a project that
addresses the Year 2000 (Y2K) issue of computer systems and other
equipment with embedded chips or processors not being able to
properly recognize and process date-sensitivity information after
December 31, 1999. The Company's Y2K project is designed to
ensure the compliance of all of the Company's applications,
operating system and hardware platforms, and to address the
compliance of key business partners. Key business partners are
those customers and vendors that have a material impact on the
Company's operations. The Company is in the process of hiring a
consultant to review its computer operations and anticipates that
all phases of the project should be completed during 1999. The
Company estimates that the total cost of the required
modifications to its systems to become Y2K compliant will not
exceed $50,000 and will not be material to the Company's
financial position.

Failure to make all internal business systems Y2K compliant could
result in an interruption in, or a failure of, some of the
Company's business activities or operations. Y2K disruptions in
the operations of key vendors could impact the Company's ability
to obtain products and service its customers. The Company is
unable to determine the readiness of its key business partners at
this time and is therefore, unable to determine whether the
consequences of Y2K failures will have a material impact on the
Company's results of operations, liquidity or financial
condition. The Company's Y2K project is expected to
significantly reduce the Company's level of uncertainty about the
Y2K problem and reduce the possibility of significant
interruptions of normal business operations.

                              - 10 -

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
PART II

Item 6.     Exhibits and Reports on Form 8-K

            (b) On July 1, 1999, the Registrant filed a current
                Report on 8-K dated July 1, 1999, reporting the
                Sale of its headquarters facility.

                              - 11 -

UNIVERSAL SECURITY INSTRUMENTS, INC.
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.


                             UNIVERSAL SECURITY INSTRUMENTS, INC.



Dated:    August 13, 1999          Harvey Grossblatt
                             HARVEY GROSSBLATT
                             President, Chief Accounting Officer

                              - 12 -