UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended June 30, 2003

                                       OR
          [_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 0-7885


                      UNIVERSAL SECURITY INSTRUMENTS, INC.

             (Exact name of registrant as specified in its charter)

Maryland                                                        52-0898545
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

7-A Gwynns Mill Court
Owings Mills, Maryland                                            21117
(Address of principal executive offices)                        (Zip Code)

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

                                  Inapplicable
             (Former name, former address and former fiscal year if
                           changed from last report.)

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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act. Yes    No  X
                                              ---    ---

At August 14, 2003, the number of shares outstanding of the registrant's  common
stock was 1,127,295.


<PAGE>

                                TABLE OF CONTENTS




Part I - Financial Information                                            Page
                                                                          ----

         Item 1.     Consolidated Financial Statements (unaudited):
         -------

                     Consolidated Balance Sheets at June 30, 2003
                     and March 31, 2003                                     3

                     Consolidated Statements of Earnings for the
                     Three Months Ended June 30, 2003 and 2002              4

                     Consolidated Statements of Cash Flows for the
                     Three Months Ended June 30, 2003 and 2002              5

                     Notes to Consolidated Financial Statements             6

         Item 2.     Management's Discussion and Analysis of
         -------     Financial Condition and Results of Operations          9

         Item 3.     Quantitative and Qualitative Disclosure               11
         -------     About Market Risk

         Item 4.     Disclosure Controls and Procedures                    11
         -------



Part II - Other Information

         Item 5.     Other Information                                     12
         -------

         Item 6.     Exhibits and Reports on Form 8-K                      12
         -------

                     Signatures                                            13



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

<TABLE>
                          ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                    ASSETS                                         June 30, 2003       March 31, 2003
                                                                                   -------------       --------------

CURRENT ASSETS
<S>                                                                                     <C>                  <C>
Cash                                                                                    $20,089              $51,112
Accounts receivable:
  Trade (less allowance for doubtful accounts of $50,000 and $10,000
   at June 30 and March 31, 2003, respectively)                                          297,442              207,539
Employees                                                                                14,900               16,303
                                                                                      ---------            ---------
                                                                                        312,342              223,842
Amount due from factor                                                                1,022,993              623,566
Inventory                                                                             2,742,200            3,224,229
Prepaid expenses                                                                        112,891              136,343
                                                                                      ---------            ---------

TOTAL CURRENT ASSETS                                                                  4,210,515            4,259,092

INVESTMENT IN JOINT VENTURE                                                           4,538,403            3,831,583

PROPERTY, PLANT AND EQUIPMENT - NET                                                     275,143              279,896

OTHER ASSETS                                                                             11,472               11,472
                                                                                      ---------            ---------

TOTAL ASSETS                                                                         $9,035,533           $8,382,043
                                                                                     ==========           ==========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                                       $931,585           $1,173,175
Accrued liabilities                                                                     726,854              684,979
Current obligations under capital lease                                                  23,250               23,250
                                                                                      ---------            ---------
TOTAL CURRENT LIABILITIES                                                             1,681,689            1,881,404
                                                                                      ---------            ---------

LONG-TERM CAPITAL LEASE OBLIGATIONS                                                       3,431                7,224

COMMITMENTS AND CONTINGENCIES                                                                 -                    -

SHAREHOLDERS' EQUITY
Common stock, $.01 par value per share; authorized 20,000,000 shares;
  issued and outstanding 1,123,024 and 1,121,982 shares at June 30, 2003
  and March 31, 2003, respectively
Additional paid-in capital                                                           11,063,859           11,059,381
Accumulated deficit                                                                 (3,724,688)          (4,577,186)
                                                                                    -----------          -----------
TOTAL SHAREHOLDERS' EQUITY                                                            7,350,413            6,493,415
                                                                                      ---------            ---------
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $9,035,533           $8,382,043
                                                                                     ==========           ==========


          See accompanying notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>


<TABLE>
             UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)

<CAPTION>
                                                                 Three Months Ended June 30,
                                                                     2003          2002
                                                                     ----          ----

<S>                                                              <C>            <C>
Net sales                                                        $4,431,950     $3,750,926
Cost of good sold                                                 2,971,705      2,667,701
                                                                 ----------     ----------

GROSS PROFIT                                                      1,460,245      1,083,225

Research and development expense                                     64,617         60,400
Selling, general and administrative expense                       1,171,330        949,214
                                                                 ----------     ----------

Operating income                                                    224,298         73,611

Other (expense):
   Interest expense                                                 (32,710)       (36,937)
                                                                 ----------     ----------

INCOME BEFORE EARNINGS FROM JOINT VENTURE
                                                                    191,588         36,674

Earnings from Joint Venture:
   Equity in earnings of Joint Venture                              706,820        540,266
   Cost allocatable to Joint Venture                                (45,910)             -
                                                                 ----------     ----------
                                                                                      -

NET INCOME                                                         $852,498      $ 576,940
                                                                   ========      =========

Net income per common share amounts:
  Basic                                                               $0.76          $0.57
  Diluted                                                             $0.68          $0.55
Weighted average number of common shares outstanding
  Basic                                                           1,123,024      1,014,770
  Diluted                                                         1,250,191      1,057,976




          See accompanying notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>

<TABLE>
             UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<CAPTION>
                                                                                        Three Months Ended June 30,
                                                                                          2003              2002
                                                                                          ----              ----
OPERATING ACTIVITIES
<S>                                                                                     <C>               <C>
Net income                                                                              $852,498          $576,940
Adjustments to reconcile net income to net cash (used in) provided by operating
activities:
   Depreciation and amortization                                                           8,540             9,088
   Earnings of the Joint Venture                                                        (706,820)         (540,266)
   Change in allowance for doubtful accounts                                              40,000           (68,358)
   Changes in operating assets and liabilities:
      Increase in accounts receivable and amounts due from factor                       (527,927)         (482,205)
      Decrease (increase) in inventories and prepaid expenses                            505,481           (86,520)
      Decrease in other assets                                                                 -             1,800
      (Decrease) increase in accounts payable and accrued expenses                      (199,715)          654,023
                                                                                        --------           -------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                      (27,943)           64,502

INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                                             (3,787)           (4,165)
                                                                                        --------           -------

NET CASH USED IN INVESTING ACTIVITIES                                                     (3,787)           (4,165)

FINANCING ACTIVITIES:
    Proceeds from issuance of common stock from exercise of employee stock options         4,500                 -
    Principal payments on capital lease                                                   (3,793)           (3,793)
                                                                                        --------           -------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                          707            (3,793)
                                                                                        --------           -------

(DECREASE) INCREASE IN CASH                                                              (31,023)           56,544

Cash at beginning of period                                                               51,112            19,383
                                                                                        --------           -------

CASH AT END OF PERIOD                                                                    $20,089           $75,927
                                                                                        ========           =======
Supplemental information:
  Interest paid                                                                          $32,710           $36,674
  Income tax paid                                                                              -                 -

Non-cash financing activities:
  Issuance of 10,000 shares of common stock in satisfaction of amounts payable                 -            27,200
  Repayment of trade payables due the Joint Venture in lieu of cash distribution         $     -          $363,420


     See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                       5
<PAGE>


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

Statement of Management

The consolidated  financial  statements  include the accounts of the Company and
its  wholly   owned   subsidiaries.   Significant   intercompany   accounts  and
transactions  have been  eliminated  in  consolidation.  In the  opinion  of the
Company's management,  the interim consolidated financial statements include all
adjustments,  consisting of only normal recurring  adjustments,  necessary for a
fair  presentation of the results for the interim periods.  Certain  information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States of
America  have been  condensed  or omitted.  The interim  consolidated  financial
statements  should be read in  conjunction  with the  Company's  March 31,  2003
audited financial  statements filed with the Securities and Exchange  Commission
on Form 10-K. The interim  operating  results are not necessarily  indicative of
the operating results for the full fiscal year.

Income Taxes

No income tax expense has been provided for the quarter ended June 30, 2003 as a
result of the carryforward of prior years' operating losses.

Joint Venture

The  Company  maintains  a 50%  interest  in a joint  venture  with a Hong  Kong
corporation ("Joint Venture") which has manufacturing facilities in the People's
Republic of China, for the manufacturing of consumer  electronic  products.  The
following represents  summarized balance sheet and income statement  information
of the Hong Kong Joint Venture for the quarters ended June 30, 2003 and 2002:

                                              2003              2002
                                           ----------        ----------

      Net sales                            $6,761,546        $5,924,469
      Gross profit                          1,976,146         1,996,960
      Net income                            1,276,037         1,380,526
      Total current assets                 10,867,013         6,829,366
      Total assets                         13,263,518         9,104,579
      Total current liabilities             4,444,823         2,556,300

During the three months ended June 30, 2003 and 2002, respectively,  the Company
purchased  $1,448,693  and  $1,283,757  of  products  from the Hong  Kong  Joint
Venture.  At June 30, 2003 and 2002, the Company had amounts payable to the Hong
Kong Joint  Venture of  $382,462  and  $130,596,  respectively.  The Company has
adjusted  its  equity  in  earnings  of the Joint  Venture  to  reflect  certain
adjustments required by US GAAP.

In 2002, the Company  amended its  employment  agreements so that bonus payments
are allocated  between  domestic  operations and joint venture  operations.  The
Company  recorded  $45,910  of costs  allocatable  to the joint  venture  in the
accompanying statement of operations for the three months ended June 30, 2003.

Net Income Per Common Share

Basic earnings per common share is computed based on the weighted average number
of common shares outstanding during the periods presented.  Diluted earnings per
common share is computed  based on the weighted  average number of common shares
outstanding  plus the effect of stock  options  and other  potentially  dilutive
common  stock  equivalents.  The  dilutive  effect  of stock  options  and other
potentially  dilutive common stock  equivalents is determined using the treasury
stock method based on the Company's average stock price.



                                       6
<PAGE>

A reconciliation  of the weighted average shares of common stock utilized in the
computation of basic and diluted  earnings per share for the three month periods
ended June 30, 2003 and 2002 is as follows:

                                             Three months ended June 30,
                                               2003               2002
                                             ---------         ---------

Weighted average number of common
  shares outstanding for basic EPS           1,123,024         1,014,770

Shares issued upon the assumed
  exercise of outstanding stock
  options                                      127,167            43,206
                                             ---------         ---------

Weighted average number of common
  and common equivalent shares
  outstanding for diluted EPS                1,250,191         1,057,976
                                             =========         =========

Stock Based Compensation

The Company uses the intrinsic value method as defined by Accounting  Principles
Board  Opinion  No. 25 to account for  stock-based  employee  compensation.  The
Company  has  adopted  the  disclosure   requirements  of  Financial  Accounting
Standards   Board  (FASB)   Statement  No.  123,   Accounting  for   Stock-Based
Compensation, as amended by FASB No. 148 during fiscal 2003. The following table
illustrates the effect on net income and earnings per share as if the fair value
based method had been  applied to all  outstanding  and unvested  awards in each
period.

<TABLE>
<CAPTION>
                                                                         Three months ended June 30,
                                                                            2003             2002
                                                                            ----             ----

<S>                                                                       <C>              <C>
Net income, as reported                                                   $852,498         $576,940

Deduct:   Total  stock-based   employee   compensation   expense
determined under fair value based method for all awards,  net of
related tax effects                                                        (20,985)         (12,182)
                                                                          --------          -------

Pro forma net income                                                      $831,513         $564,758
                                                                          ========         ========

Earnings per share:

Basic - as reported                                                        $0.76            $0.57
                                                                           =====            =====

Basic - pro forma                                                          $0.74            $0.56
                                                                           =====            =====

Diluted - as reported                                                      $0.68            $0.55
                                                                           =====            =====

Diluted - pro forma                                                        $0.67            $0.53
                                                                           =====            =====
</TABLE>


Contingencies

The  Company has  outstanding  letters of credit in the amount of $582,249 as of
June 30, 2003.

Subsequent Events

As disclosed in the Company's  filing on Form 8-K (filed on July 25,  2003),  on
July 28, 2003 the Company's Common Stock commenced trading on the American Stock
Exchange under the new ticker symbol UUU.



                                       7
<PAGE>

On  August 1,  2003  (subsequent  to the  close of the  period  covered  by this
Quarterly Report), the Company closed on the sale of a 1.5 acre parcel of excess
land for gross sale proceeds of $350,000.  Any income on the sale of this parcel
will  be  calculated  and  reported  for the  Company's  fiscal  quarter  ending
September 30, 2003.



                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002

     Sales.  Net sales for the three months ended June 30, 2003 were  $4,431,950
compared to $3,750,926 for the comparable three months in the prior fiscal year,
an increase of $681,024. Net sales of safety products increased by $1,196,192 as
compared  to the  quarter  ended  June 30,  2002.  Net  sales of other  products
decreased  by  $515,168,  as compared to the quarter  ended June 30,  2002.  The
primary  reason for the  increase in safety  sales was higher smoke alarm sales.
The major reason for lower other products sales was lower private label sales of
speakers.

     Gross Profit  Margin.  The gross profit  margin is  calculated as net sales
less cost of goods sold  expressed as a percentage  of net sales.  The Company's
gross profit  margins  increased 14%, to 33% of sales for the quarter ended June
30, 2003 from 29% for the corresponding quarter last year. The increase resulted
from a higher  concentration of sales by the Company's USI Electric  subsidiary,
whose products sell at better  margins,  and increased  sales without  increased
fixed costs.

     Expenses.   Selling,  general  and  administrative  expenses  increased  by
$222,116 from the comparable  three months in the prior year. As a percentage of
sales, research,  selling,  general and administrative expenses were 28% for the
three month  period ended June 30, 2003 and 27% for the three month period ended
June 30, 2002. The increase in selling,  general and administrative expenses was
mainly due to higher  commission and freight costs associated with the Company's
higher sales.

     Interest  Expense  and  Income.  The  Company's  interest  expense,  net of
interest  income,  decreased from $36,937 for the quarter ended June 30, 2002 to
$32,710  for the  quarter  ended  June 30,  2003.  The lower  interest  expenses
resulted primarily from lower interest rates.

     Net Income.  The Company  reported a net profit of $852,498 for the quarter
ended June 30, 2003  compared to net profit of  $576,940  for the  corresponding
quarter of the prior fiscal year. The primary reasons for the increase in profit
were higher Joint Venture  earnings and higher gross profit from Company  sales,
partially  offset  by  higher  selling,   general  and  administrative  expenses
associated  with increased  sales and higher legal costs partly  associated with
defending patent litigation.

FINANCIAL CONDITION AND LIQUIDITY

     Cash  needs  of the  Company  are  currently  met by funds  generated  from
operations and the Company's  Factoring Agreement which supplies both short-term
borrowings and letters of credit to finance  foreign  inventory  purchases.  The
Company's  maximum amount  available under the Factoring  Agreement is currently
$7,500,000.  However,  based on specified  percentages of the Company's accounts
receivable and inventory and letter of credit commitments, at June 30, 2002, the
Company  had  $1,855,249  available  under  the  Factoring  Agreement,  of which
$582,249 had been utilized in connection with  outstanding  letters of credit as
of June 30,  2003.  The  interest  rate  under the  Factoring  Agreement  on the
uncollected factored accounts receivable and any additional  borrowings is equal
to 1% in excess of the prime rate of interest  charged by the Company's  lender,
which  was 5% at  June  30,  2003.  Borrowings  are  collateralized  by all  the
Company's accounts receivable,  inventory and a 1.5 acre parcel of land which is
adjacent to the Company's prior  headquarters.  On August 1, 2003 (subsequent to
the close of the period covered by this Quarterly Report),  the Company sold the
parcel of land which secured the  borrowings  under the Factoring  Agreement and
used the  proceeds  to reduce the  outstanding  principal  balance due under the
Factoring Agreement.

     Operating  activities  used cash of $27,943 for the quarter  ended June 30,
2003.  This was primarily due to an increase in accounts  receivable  and amount
due from factor of $527,927, and equity in the earnings from the Company's Joint


                                       9
<PAGE>

Venture of  $706,820,  which were offset by an increase in accounts  payable and
accrued expenses of $199,715, and a decrease in inventories and prepaid expenses
of $505,481.  For the same period last year,  operating activities provided cash
of $64,502.

     Investing  activities used cash of $3,787 in the current quarter and $4,165
cash in the prior quarter, primarily to acquire equipment.

     Financing  activities provided cash of $707. For the same period last year,
financing activities used cash of $3,793.

     The Company believes that funds available under the Factoring Agreement 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.  Net sales of the joint  venture for the three months ended June
30, 2003 were $6,761,546  compared to $5,924,469 for the comparable three months
in the prior fiscal year.  The increase in sales was  primarily due to increased
sales of smoke alarms to non-related customers.

     Net Income.  Net income was  $1,276,037 for the quarter ended June 30, 2003
compared to $1,380,526 in the comparable  quarter last year. The decrease in net
income resulted from lower selling prices.

     Gross Margins. Gross margins of the Hong Kong Joint Venture for the quarter
ended June 30,  2003  decreased  from 34% to 29%  compared  to the prior  year's
period. The primary reason for this decrease was lower selling prices.

     Expenses.  Selling,  general and administrative  expenses were $690,143 for
the quarter  ended June 30,  2003,  compared to  $528,354  for the prior  year's
period, a 31% increase.  As a percentage of sales,  expenses were 10% and 9% for
the  quarters  ended  June 30,  2003 and 2002,  respectively.  The  increase  in
selling,  general  and  administrative  expense as a percent of sales was due to
higher sales volume.

     Interest Income and Expense.  Interest income, net of interest expense, was
$557 for the quarter ended June 30, 2003, compared to interest expense of $4,149
for the prior year's  period.  The increase in interest  income is due to higher
cash balances.

     Liquidity.  Cash needs of the Hong Kong Joint  Venture are currently met by
funds generated from operations. During the quarter ended June 30, 2003, working
capital increased by $839,408 from $5,582,783 on March 31, 2003 to $6,422,191 on
June 30, 2003. During the quarter ended June 30, 2002, working capital increased
by $457,436 from $3,815,630 on March 31, 2002 to $4,273,066 on June 30, 2002.

CRITICAL ACCOUNTING POLICIES

     Management's   discussion  and  analysis  of  the  Company's   consolidated
financial  statements  and results of  operations  are based upon the  Company's
Consolidated  Financial  Statement  included  as  part  of  this  document.  The
preparation of these consolidated  financial  statements  requires management to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses and related disclosures of contingent assets
and  liabilities.  On an ongoing basis,  the Company  evaluates these estimates,
including  those  related  to  bad  debts,   inventories,   income  taxes,   and
contingencies  and  litigation.  The Company bases these estimates on historical
experiences and on various other  assumptions that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  available  from other  sources.  Actual  results  may differ from these
estimates under different assumptions or conditions.

     The Company  believes the following  critical  accounting  policies  affect
management's more significant judgments and estimates used in the preparation of
its  consolidated  financial  statements.  For  a  detailed  discussion  on  the
application  on  these  and  other  accounting   policies  see  Note  A  to  the


                                       10
<PAGE>

consolidated  financial  statements  included in Item 8 of the Form 10-K for the
year ended  March 31,  2003.  Certain of our  accounting  policies  require  the
application of significant  judgment by management in selecting the  appropriate
assumptions  for  calculating  financial  estimates.   By  their  nature,  these
judgments are subject to an inherent  degree of  uncertainty  and actual results
could differ from these  estimates.  These judgments are based on our historical
experience,  terms  of  existing  contracts,  current  economic  trends  in  the
industry,  information provided by our customers, and information available from
outside sources, as appropriate. Our critical accounting policies include:

     The Company's  revenue  recognition  policies are in compliance  with Staff
Accounting  Bulletin No. 101,  "Revenue  Recognition  in  Financial  Statements"
issued by the Securities and Exchange  Commission.  Revenue is recognized at the
time product is shipped and titled passes pursuant to the terms of the agreement
with the customer,  the amount due from the customer is fixed and collectibility
of the  related  receivable  is  reasonably  assured.  The  Company  establishes
allowances  to  cover  anticipated   doubtful  accounts  based  upon  historical
experience.

     Inventories  are valued at the lower of market or cost.  Cost is determined
on the  first-in  first-out  method.  The  Company  has  recorded a reserve  for
obsolescence or unmarketable  inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions  about future
demand and market conditions. Management reviews the reserve quarterly.

     The Company  currently has significant  deferred tax assets  resulting from
tax credit  carryforwards,  net  operating  loss  carryforwards  and  deductible
temporary  differences,  which will reduce taxable income in future periods. The
Company  has  provided a  valuation  allowance  on future tax  benefits  such as
foreign  tax  credits,  foreign net  operating  losses,  capital  losses and net
operating losses.

     A valuation  allowance is required when it is more likely than not that all
or a portion of a deferred tax assets will not be realized. Forming a conclusion
that a valuation  allowance is not needed is difficult  when there is a negative
evidence such as cumulative losses and losses in recent years. Cumulative losses
weigh heavily in the overall assessment. As a result of management's assessment,
the  Company  established  a full  valuation  allowance  for its  remaining  net
deferred tax assets at March 31, 2003.

     The Company is subject to lawsuits and other claims, related to patents and
other  matters.  Management is required to assess the  likelihood of any adverse
judgments or outcomes to these matters,  as well as potential ranges of probable
losses.  A determination of the amount of reserves  required,  if any, for these
contingencies  is based on a careful  analysis of each individual issue with the
assistance of outside  legal  counsel.  The required  reserves may change in the
future due to new  developments  in each matter or changes in approach such as a
change in settlement strategy in dealing with these matters.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     No material  changes  have  occurred in the  quantitative  and  qualitative
market risk  disclosures  of the Company as  presented in the  Company's  Annual
Report Form 10-K for the year ended March 31, 2003.


ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

     The Company  maintains a system of disclosure  controls and procedures that
is designed to provide reasonable assurance that information,  which is required
to be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is accumulated and communicated
to management in a timely  manner.  The Company's  Chief  Executive  Officer and
Chief  Financial  Officer have evaluated this system of disclosure  controls and
procedures as of the end of the period  covered by this  quarterly  report,  and
believe  that  the  system  is  operating   effectively  to  ensure  appropriate
disclosure.  There have been no changes in the Company's  internal  control over
financial  reporting  during the most recent fiscal quarter that have materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                       11
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     As disclosed in the Company's  filing on Form 8-K (filed on July 25, 2003),
on July 28, 2003 the Company's  Common Stock  commenced  trading on the American
Stock Exchange under the new ticker symbol UUU.

     On August 1, 2003  (subsequent  to the close of the period  covered by this
Quarterly Report), the Company closed on the sale of a 1.5 acre parcel of excess
land for gross sale proceeds of $350,000.  Any income on the sale of this parcel
will  be  calculated  and  reported  for the  Company's  fiscal  quarter  ending
September 30, 2003.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:

Exhibit No.
-----------
3.1       Articles of Incorporation  (incorporated by reference to the Company's
          Quarterly  Report on Form 10-Q for the period ended December 31, 1988,
          File No. 0-7885)
3.2       Articles  Supplementary,  filed  October  14,  2003  (incorporated  by
          reference to Exhibit 3.1 to the Company's  Current  Report on Form 8-K
          filed October 31, 2002, file No. 0-7885)
3.3       Bylaws,  as amended  (incorporated  by  reference  to Exhibit 3 to the
          Company's Form 8-A/A filed July 24, 2003)
10.1      Non-Qualified Stock Option Plan, as amended (incorporated by reference
          to Exhibit 10.1 to the  Company's  Annual  Report on Form 10-K for the
          year ended March 31, 1999, File No. 0-7885)
10.2      Hong  Kong  Joint  Venture  Agreement,  as  amended  (incorporated  by
          reference to Exhibit 10.1 to the Company's  Annual Report on Form 10-K
          for the year ended March 31, 2003, File No. 0-7885)
10.3      Amended  Factoring  Agreement  with CIT Group  (successor  to Congress
          Talcott,  Inc.) dated November 14, 1999  (incorporated by reference to
          Exhibit 10.3 to the Company's  Annual Report on Form 10-K for the year
          ended March 31, 2003, File No. 0-7885)
10.4      Amendment  to  Factoring  Agreement  with CIT Group  (incorporated  by
          reference to Exhibit 10.4 to the  Company's  Quarterly  Report on Form
          10-Q for the period ended September 30, 2002, File No. 0-7885)
10.5      Lease  between  Universal  Security  Instruments,  Inc.  and  National
          Instruments  Company  dated  October  21,  1999  for  its  office  and
          warehouse  located at 7-A Gwynns Mill Court,  Owings  Mills,  Maryland
          21117  (incorporated  by reference to Exhibit  10.19 to the  Company's
          Annual  Report on Form 10-K for the Fiscal Year Ended March 31,  2000,
          File No. 0-7885)
10.6      Amended and Restated Employment  Agreement dated April 1, 2003 between
          the Company and Harvey B.  Grossblatt  (incorporated  by  reference to
          Exhibit 10.8 to the Company's  Annual Report on Form 10-K for the year
          ended March 31, 2003, File No. 0-7885)
31.1      Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2      Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1      Section 1350 Certifications*
99.1      Press Release dated August 14, 2003*

*Filed herewith

(b)       Reports on Form 8-K:

                None.




                                       12
<PAGE>

                                   SIGNATURES

     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.
                                           (Registrant)


Date: August 14, 2003                      By:     /s/ Harvey B. Grossblatt
                                              ----------------------------------
                                              Harvey B. Grossblatt
                                              President, Chief Financial Officer









                                       13
<PAGE>

                                                                    Exhibit 31.1
                                                                    ------------

                                  CERTIFICATION


          I, Stephen C. Knepper, certify that:

          1. I have  reviewed  this  Quarterly  Report on Form 10-Q of Universal
Security Instruments, Inc.;

          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 periods 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  (the
                    Registrant's  fourth fiscal quarter in the case of an annual
                    report)  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 (or persons performing the equivalent function):

               (a)  All significant  deficiencies and material weaknesses in the
                    design or  operation  of  internal  control  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: August 14, 2003                            /s/ Stephen C. Knepper
                                            ------------------------------------
                                            Stephen C. Knepper
                                            Chief Executive Officer






<PAGE>

                                                                    Exhibit 31.2
                                                                    ------------

                                  CERTIFICATION


          I, Harvey B. Grossblatt, certify that:

          1. I have  reviewed  this  Quarterly  Report on Form 10-Q of Universal
Security Instruments, Inc.;

          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 periods 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  (the
                    Registrant's  fourth fiscal quarter in the case of an annual
                    report)  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 (or persons performing the equivalent function):

               (a)  All significant  deficiencies and material weaknesses in the
                    design or  operation  of  internal  control  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: August 14, 2003                            /s/ Harvey B. Grossblatt
                                            ------------------------------------
                                            Harvey B. Grossblatt
                                            Chief Financial Officer


<PAGE>

                                                                    Exhibit 32.1
                                                                    ------------


                           SECTION 1350 CERTIFICATIONS

          In  connection  with  the  Quarterly  Report  of  Universal   Security
Instruments,  Inc.  (the  "Company") on Form 10-Q for the period ending June 30,
2003 as filed with the  Securities  and  Exchange  Commission  and to which this
Certification  is an exhibit (the  "Report"),  the  undersigned  hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)       The Report fully complies with the  requirements  of section
                    13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2)       The information  contained in the Report fairly presents, in
                    all material respects, the financial condition and result of
                    operations of the Company for the periods reflected therein.



Date: August 14, 2003                            /s/ Stephen C. Knepper
                                            ------------------------------------
                                            Stephen C. Knepper
                                            Chief Executive Officer




                                                 /s/ Harvey B. Grossblatt
                                            ------------------------------------
                                            Harvey B. Grossblatt
                                            Chief Financial Officer


<PAGE>


                                                          For Immediate Release
                                          Contact:  Harvey Grossblatt, President
                                            Universal Security Instruments, Inc.
                                                          410-363-3000, Ext. 224
                                                                              or
                                                          Don Hunt, Jeff Lambert
                                             Lambert, Edwards & Associates, Inc.
                                                                    616-233-0500




     Universal Security Instruments Posts Record Earnings For First Quarter
     ----------------------------------------------------------------------

                 Earnings Rise 44% on an 18% Increase in Sales

OWINGS MILLS, MD, August 14, 2003: Universal Security  Instruments,  Inc. (AMEX:
UUU) today announced record quarterly  earnings on increased sales for its first
quarter ended June 30, 2003. The Company cited continued  market share expansion
and highly efficient operations as primary factors.

The  Owings  Mills,  MD-based  designer  and  marketer  of safety  and  security
equipment  posted net earnings of $852,498,  or $0.76 per basic share ($0.68 per
diluted share),  on net sales of $4,431,950 in the first quarter of fiscal 2004,
compared with net earnings of $576,940, or $0.57 per basic and $0.55 per diluted
share, on net sales of $3,750,926 in the same period of last year.

The  Company  said the  financial  performance  marked  the  highest  net income
reported in any quarter in its 34-year history and its ninth consecutive quarter
of profitability. The results are also the first reported by Universal since its
move to the American Stock Exchange on July 28.

"Our  record-setting  first-quarter  results  reflect new gains in market share,
along with our ability to hold the line on operational  costs while  maintaining
our  product  quality.  We  experienced  strong  activity in the  wholesale  and
electrical distribution businesses during the quarter and gross margins improved
14%, to 33% from 29% in the same  quarter  last year.  We are  pleased  with our
progress overall," said Steve Knepper, chairman of the board and chief executive
officer of Universal Security Instruments. "On the horizon, October 5 through 11
is Fire  Prevention  Week;  typically one of the heaviest volume periods for our
industry.  We are working hard to increase our momentum and are looking  forward
to making the most of the busy fall selling season."

Commenting on Universal  Security  Instruments'  recent  listing on the American
Stock  Exchange,  Knepper  said:  "Our move to the AMEX offers our  shareholders
improved  liquidity and  transparency for their stock. We will continue to focus
on increasing market share and leveraging our competitive advantages to maximize
shareholder return."

UNIVERSAL SECURITY  INSTRUMENTS,  INC.  (www.universalsecurity.com),  founded in
1969, is a  Maryland-based  manufacturer  and  worldwide  marketer of safety and
security products directly and through its 50%-owned Hong Kong joint venture.

<PAGE>

                                       (2)

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------
                                   (UNAUDITED)


                                                   First Quarter Ended June 30,
                                                    2003                 2002
                                                    -----                ----

Sales                                           $4,431,950          $3,750,926

Net income*                                        852,498             576,940

Income per share
                  Basic                                .76                 .57
                  Diluted                              .68                 .55

Weighted average number of common
         shares outstanding
                  Basic                          1,123,024           1,014,770
                  Diluted                        1,250,191           1,057,976


*Due to the tax benefit  carryforward of prior years' operating  losses,  no tax
liability was incurred.

                 ----------------------------------------------

Statements  contained in this press  release that are not  historical  facts are
forward-looking  statements  as that term is defined in the  Private  Securities
Litigation Reform Act of 1995.  Although  UNIVERSAL SECURITY  INSTRUMENTS,  INC.
believes that the expectations reflected in such forward-looking  statements are
reasonable;   the   forward-looking   statements   are   subject  to  risks  and
uncertainties  that could cause actual results to differ  materially  from those
projections.