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 September 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 (l) 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
November 15, 1999    Common Stock, $.01 par value       903,847

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              UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES



                                    INDEX



Part  I -  FINANCIAL INFORMATION

           Item l.  Financial Statements

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

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

           Consolidated statements of cash flows for the six months
           ended September 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























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




ASSETS

                                    Sept 30, 1999  March 31, 1999

CURRENT ASSETS
  Cash                                 $ 191,887      $  193,107
  Accounts receivable:
    Trade (less allowance for
      doubtful accounts of $100,000
      at September 30, 1999 and
      March 31, 1999)                    901,414         549,149
    Officers and employees                 4,646             321

                                         906,060         549,470

  Inventories:
    Finished goods - net of reserve    1,731,091       1,749,684
    Raw materials-foreign locations       46,559          49,869

                                       1,777,650       1,799,553

  Prepaid expenses                        57,042         112,419

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

TOTAL CURRENT ASSETS                   2,932,639       3,929,473
                                       ---------       ---------

INVESTMENT IN JOINT VENTURE            2,362,091       2,240,785

PROPERTY, PLANT AND EQUIPMENT            214,292         225,862

OTHER ASSETS                               8,000           6,000

TOTAL ASSETS                          $5,517,022      $6,402,120
                                       =========       =========


See notes to consolidated financial statements.




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




LIABILITIES AND SHAREHOLDERS' EQUITY

                                   Sept 30, 1999   March 31, 1999

CURRENT LIABILITIES
  Short-term borrowings             $ 1,056,124      $   786,484

  Accounts payable                      334,583          294,618
  Accrued liabilities                   130,919           86,973
  Debt related to assets held
    for sale                                           1,246,973

TOTAL CURRENT LIABILITIES             1,521,626        2,415,048
                                      ---------        ---------


SHAREHOLDERS' EQUITY
  Common stock, $.01 par value
    per share; authorized
    20,000,000 shares; issued
    903,847 and 887,143
    shares at September 30,
    1999 and March 31, 1999               9,037            8,871
  Additional paid-in capital         10,519,849       10,499,446
  Retained earnings (deficit)        (6,533,490)      (6,521,245)

TOTAL SHAREHOLDERS' EQUITY            3,995,396        3,987,072
                                     ----------       ----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                $ 5,517,022      $ 6,402,120
                                     ==========       ==========


See notes to consolidated financial statements.









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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


                                            For the Six Months Ended
                                          Sept 30, 1999  Sept 30, 1998

Net sales                                   $3,879,665     $5,637,430

Cost of goods sold                           2,937,273      4,889,610

Reserve for discontinuance of telephone
  and video product lines                    ( 495,000)

                                               447,392        747,820

Research and development expense               114,832         66,363

Selling, general and administrative expense  1,176,347        988,899

Operating loss                                (843,787)      (307,442)

Other income (expense):
  Interest income                                  127          2,529
  Interest expense                             (80,631)      (115,986)
  Gain on sale of building                     804,861
  Other                                        (14,122)          (250)

                                               710,235       (113,707)

LOSS BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE                     (133,552)      (421,149)

Equity in earnings of joint venture            121,307        218,562

NET LOSS                                    $  (12,245)    $ (202,587)



Per common share amounts:
 Basic and diluted                                (.01)          (.24)

Weighted average number of common
  shares outstanding
    Basic and diluted                          897,565        830,336


See notes to consolidated financial statements.




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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


                                           For the Three Months Ended
                                          Sept 30, 1999  Sept 30, 1998

Net sales                                   $1,821,314     $3,004,021

Cost of goods sold                           1,350,235      2,742,903

Reserve for discontinuance of telephone
  and video product lines                     (495,000)

                                               (23,921)       261,118

Research and development expense                50,741         27,304

Selling, general and
  administrative expense                       567,792        491,676

Operating loss                                (642,454)      (257,862)

Other income (expense):
  Interest income                                   22            864
  Interest expense                             (32,600)       (58,398)
  Other                                           (176)          (911)

                                               (32,754)     (58,445)

LOSS BEFORE EQUITY IN EARNINGS
OF JOINT VENTURE                              (675,208)      (316,307)

Equity in earnings of joint venture             12,094        209,156

NET LOSS                                    $ (663,114)    $ (107,151)



Per common share amounts:
 Basic and diluted                                (.73)          (.13)

Weighted average number of common
  shares outstanding
    Basic and diluted                          902,805        849,275


See notes to consolidated financial statements.




                                      - 6 -
<PAGE>

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                                                     For the Six Months Ended
                                                   Sept 30, 1999 Sept 30, 1998
OPERATING ACTIVITIES
  Net loss                                          $   (12,245)    $(202,587)
  Adjustments to reconcile net
    earnings (loss) to net cash (used in)
    provided by operating activities:
      Depreciation and amortization                      14,469        70,175
      Undistributed earnings of Joint venture          (121,307)     (218,562)
      Gain on sale of building                         (804,861)

      Changes in operating assets and liabilities:
        (Increase) in accounts receivable              (356,590)     (121,205)
        Decrease in inventories and prepaid expenses     77,280       355,127
        Increase (decrease) in accounts payable
          and accrued expenses                           83,911       (88,393)
        (Increase) decrease in other assets              (2,000)       16,049

NET CASH (USED IN) OPERATING ACTIVITIES              (1,121,343)     (189,396)

INVESTING ACTIVITIES
  Proceeds from sale of building                      2,079,785
  Property, plant and equipment                          (2,898)      (11,232)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES   2,076,887       (11,232)

FINANCING ACTIVITIES
  Net borrowings (repayment) of short-term debt         269,640       152,347
  Principal payments on long-term debt                                 (7,838)
  Payment on legal settlement                                         (37,500)
  Debt related to assets held for sale               (1,246,973)
  Sale of common stock                                                100,000
  Issuance of common stock                               20,569

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES    (956,764)      207,009

(DECREASE) INCREASE IN CASH                              (1,220)        6,381

Cash at beginning of period                             193,107       133,377

CASH AT END OF PERIOD                               $   191,887     $ 139,758

Supplemental information:
  Interest paid                                     $    80,631     $ 115,986
  Income taxes paid                                     -------       -------

See notes to consolidated financial statements.



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<PAGE>


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.

Income  Taxes - No income tax expense has been  provided  for the quarter  ended
September 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  September 30,
1999 and 1998:
                             1999                1998
      Net sales           $2,962,390          $3,977,966
      Gross profit           828,250             957,335
      Net income             242,614             437,124




























                                    - 8 -
<PAGE>

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


Six Months Ended September 30, 1999 Compared to
Six Months Ended September 30, 1998

Sales - Net sales for the six months ended  September  30, 1999 were  $3,879,665
compared to $5,637,430 for the comparable six months in the prior fiscal year, a
decrease  of  $1,757,765.  Net sales of  security  products  and other  products
decreased by $525,693 and $1,232,072,  respectively. Security sales decreased as
a result of lower  demand for  certain  security  products of the  Company.  The
decrease in other products sales  resulted  primarily from decreased  demand for
certain other products.

Net Income - The Company reported a net loss of $12,245 for the six months ended
September  30, 1999 compared to net loss of $202,587 for the  corresponding  six
months of the prior fiscal year.  The decrease in net loss  resulted from higher
gross  margins  and were  partially  offset  by lower  Joint  Venture  earnings.
Additionally,  the  sale of the  Company's  headquarters  resulted  in a gain of
$804,861 partially offset by a reserve of $495,000 for the discontinuance of the
Company's telephone and video product lines.

Expenses - Research,  selling,  general and administrative expenses increased by
$235,917  from the  comparable  six months in the prior  year.  The  increase in
research,  selling,  general  and  administrative  expenses  resulted  from  the
Company's costs associated with  establishing the Company's new subsidiary,  USI
ELECTRIC, INC. and higher rental and commission expenses approximating $80,000.

As a percentage of sales, research, selling, general and administrative expenses
were 33% for the six months ended September 30, 1999 and 19% for the same period
in the prior fiscal year.

Interest Expense and Income - The Company's  interest  expense,  net of interest
income,  was $80,504 for the six months  ended  September  30, 1999  compared to
$113,457 for the same period in 1998. The decrease in interest  expense resulted
from the sale of the Company's  headquarters facility. The sale of the Company's
headquarters resulted in a gain of $804,861 partially offset by a charge for the
sale of the Company's telecommunications inventory.

Marketing - The Company  decided to exit the telephone and video product  lines,
except for private label customers.  This move was consistent with the Company's
plan to  eliminate  underperforming  assets  and to  improve  profitability  and
shareholder value. The Company left these product lines to concentrate on higher
margin core security  product line,  including  Smoke and Fire Alarms and Carbon
Monoxide Alarms, to the Company's  traditional retail accounts and to electrical
distribution trade through its new subsidiary, USI ELECTRIC, INC. These products
are  manufactured  by the Company's  Joint  Venture ISO 9002  approved  factory.
Included  in the three  month  and six month  results  is a  specific  charge of
$495,000 for exiting these product lines.



                                    - 9 -
<PAGE>


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

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

Sales - Net sales for the three months ended  September 30, 1999 were $1,822,264
compared to $3,004,021 for the comparable three months in the prior fiscal year,
a decrease of $1,181,757.  Net sales of security and other products decreased by
$335,602 and $846,155,  respectively.  The decrease in security  sales  resulted
primarily from decreased demand for certain of the Company's  security products.
The  decrease  in other  sales  resulted  from lower  demand for  certain of the
Company's products.

Net Income - The Company  reported a net loss of $662,164 for the quarter  ended
September  30,  1999  compared  to net loss of  $107,151  for the  corresponding
quarter of the prior fiscal year. The increase  resulted from a $495,000 reserve
for the  discontinuance  of the Company's  telephone and video product lines and
higher selling, general and administrative expenses.

Expenses - Research,  selling,  general and administrative expenses increased by
$99,553  from the  comparable  three  months in the prior year.  The increase in
research,  selling,  general  and  administrative  expenses  resulted  from  the
Company's costs associated with  establishing the Company's new subsidiary,  USI
ELECTRIC,  INC.  As a  percentage  of  sales,  research,  selling,  general  and
administrative  expenses were 34% for the three months ended  September 30, 1999
and 17% for the same period in the last fiscal year.

Interest Expense and Income - The Company's  interest  expense,  net of interest
income, was $32,578 for the quarter ended September 30, 1999 compared to $57,534
for the  comparable  period in 1998. The decrease in interest  expense  resulted
from the sale of the Company's headquarters facility.

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  $1,199,902 has been
utilized  in  letter of  credit  commitments  and  short-term  borrowings  as of
September  30,  1999.  As of  September  30,  1999,  the  amount  available  for
borrowings  under the line was  approximately  $125,000  based on the  specified
percentages.

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




                                    - 10 -
<PAGE>


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

Operating  activities used cash of $1,121,343 for the six months ended September
30,  1999.  This was  primarily  due to an increase in  accounts  receivable  of
$356,590,  partially  offset  by the  proceeds  on the sale of the  building  of
$804,861.  For the same  period  last year,  operating  activities  used cash of
$189,396.

Investing  activities  provided cash of $2,076,887 in the current quarter.  This
resulted  primarily from the proceeds of the sale of the building.  For the same
period last year, investing activities used cash of $11,232.

Financing  activities used cash of $956,764,  primarily due to the repayments of
long  term  debt of  $1,246,973.  For  the  same  period  last  year,  financing
activities provided cash of $207,009.

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 six months and
three  months  ended   September  30,  1999  were   $2,962,390  and  $1,187,525,
respectively,  compared to  $3,977,966  and  $2,437,524,  respectively,  for the
comparable six months and three months in the prior fiscal year. The decrease in
sales was primarily due to decreased sales of the Company's video products.

Net income for the six months and three  months  ended  September  30,  1999 was
$242,614   and  $24,188,   respectively,   compared  to  $437,124  and  $418,312
respectively, in the comparable six months and three months last year.

Selling,  general and  administrative  expenses were $669,338 (23% of sales) and
$310,069 (19% of sales), respectively, for the six months and three months ended
September  30, 1999 and were $631,833 (16% of sales) and $309,012 (13% of sales)
for the comparable periods last year.

Interest  income net of  interest  expense  was  $72,136 and $30,717 for the six
months and three months ended September 30, 1999 compared to $61,072 and $37,546
for the comparable period of last year.

Cash needs of the Hong Kong joint venture are  currently met by funds  generated
from operations. During the six months ended September 30, 1999, working capital
increased  by  $759,266  from  $2,069,790  on March 31,  1999 to  $2,829,056  on
September 30, 1999.





                                     - 11 -
<PAGE>


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 has hired 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.


























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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
PART II


Item 6.    Exhibits and Reports on Form 8-K

      (b)  No reports on Form 8-K were filed  during the  quarter for which this
           report is filed.













































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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:                               /s/ Harvey Grossblatt
                                     HARVEY GROSSBLATT
                                     President, Chief Financial Officer
















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10-Q.SEPT















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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:   November 15, 1999
                                     /s/HARVEY GROSSBLATT
                                     President, Chief Financial Officer
















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10-Q.SEPT














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