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 December 31, 2002

( )  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

7-A Gwynns Mill Court, 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
February 14, 2003 Common Stock, $.01 par value     1,120,982
         UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES


                                 INDEX


Part  I -  FINANCIAL INFORMATION

           Item l.  FINANCIAL STATEMENTS (unaudited)

           Consolidated balance sheets at December 31, 2002 and
           March 31, 2002

           Consolidated statements of earnings for the three
           and nine months ended December 31, 2002 and 2001

           Consolidated statements of cash flows for the nine
           months ended December 31, 2002 and 2001

           Notes to consolidated financial statements

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

           Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                    ABOUT MARKET RISK

           Item 4.  CONTROLS AND PROCEDURES


Part II -  OTHER INFORMATION

           Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

           Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

           SIGNATURE

           CERTIFICATIONS






                              - 2 -
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)




ASSETS

                                December 31, 2002  March 31, 2002

CURRENT ASSETS
  Cash                                 $  161,638      $  19,383
  Accounts receivable:
    Trade (less allowance for
      doubtful accounts of $0
      and $68,358 at December
      31, 2002 and March 31,
        2002)                             339,309         155,052
    Employees                              19,150           1,115

                                          358,459         156,167

  Due from Factor                       1,117,814          38,436

  Inventories                           2,632,416       1,557,994

  Prepaid expenses                        152,329         109,238

TOTAL CURRENT ASSETS                    4,422,656       1,881,218

INVESTMENT IN JOINT VENTURE             3,610,354       2,990,067

PROPERTY, PLANT AND EQUIPMENT - NET       276,448         301,082

OTHER ASSETS                                8,294          10,095

TOTAL ASSETS                           $8,317,752      $5,182,462


See notes to consolidated financial statements.






                              - 3 -
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)




LIABILITIES AND SHAREHOLDERS' EQUITY

                              December 31, 2002    March 31, 2002

CURRENT LIABILITIES
  Short-term borrowings            $         -       $   216,959
  Accounts payable                   1,635,489           787,492
  Accrued liabilities                  677,965           451,092
  Current obligations under
    capital lease                       15,730            15,730

TOTAL CURRENT LIABILITIES            2,329,184         1,471,273

LONG-TERM CAPITAL LEASE
OBLIGATIONS                             18,537            29,916

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value
    per share; authorized
    20,000,000 shares; issued
    1,120,232 shares at December
    31, 2002 and 1,092,770 at
    March 31, 2002                      11,202            10,098
  Additional paid-in capital        11,055,899        10,648,679
  Accumulated deficit               (5,097,070)       (6,977,504)

TOTAL SHAREHOLDERS' EQUITY           5,970,031         3,681,273

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY               $ 8,317,752         5,182,462


See notes to consolidated financial statements.







                              - 4 -
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)

                                       For the Nine Months Ended
                                      December 31,   December 31,
                                          2002           2001

Net sales                             $12,094,645     $7,873,998

Cost of goods sold                      8,435,672      5,782,782

GROSS PROFIT                            3,658,973      2,091,216

Research and development expense          216,637        154,807

Selling, general and
  administrative expense                2,908,909      2,164,186

Operating income (loss)                   533,427       (227,777)

Other income (expense):
  Interest expense                       (113,310)      (156,218)
  Other                                     9,100            (11)

                                         (104,210)      (156,229)

INCOME (LOSS) BEFORE EARNINGS
OF JOINT VENTURE                          429,217       (384,006)

Earnings from joint venture:
  Equity in earnings of joint venture   1,652,766        506,341
  Cost allocatable to joint venture      (201,549)             -

NET INCOME                            $ 1,880,434     $  122,335

Net income per common share amounts:
    Basic                                    1.77            .13
    Diluted                                  1.65            .13

Weighted average number of common
  shares outstanding:
    Basic                               1,059,708        918,282
    Diluted                             1,139,544        927,439

See notes to consolidated financial statements.

                              - 5 -
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
                                      For the Three Months Ended
                                     December 31,   December 31,
                                         2002           2001


Net sales                             $4,252,447      $2,965,386

Cost of goods sold                     2,962,846       2,175,036


GROSS PROFIT                           1,289,601         790,350

Research and development expense          83,657          49,894

Selling, general and
  administrative expense               1,005,189         800,119

Operating income (loss)                  200,755         (59,663)

Other income (expense):
  Interest expense                       (40,040)        (35,948)
  Other                                    8,350             (11)

                                         (31,690)        (35,959)

INCOME (LOSS) BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE                169,065         (95,622)

Earnings from joint venture:
  Equity in earnings of joint venture    600,636         132,055
  Cost allocatable to joint venture      (96,336)              -

NET INCOME                            $  673,365      $   36,433

Net income per common share amounts:
    Basic                                    .61             .04
    Diluted                                  .55             .04

Weighted average number of common
  shares outstanding:
    Basic                              1,110,149         930,305
    Diluted                            1,226,243         949,963

See notes to consolidated financial statements.
                              - 6 -
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                                                 For the Nine Months Ended
                                                December 31,   December 31,
                                                    2002           2001
OPERATING ACTIVITIES
  Net income                                    $ 1,880,434    $   122,335
  Adjustments to reconcile net
    income to net cash used in
    operating activities:
      Depreciation and amortization                  28,798         33,179
      Stock issued to directors in lieu
        of fees                                      30,000              -
      Earnings of Joint venture                  (1,652,766)      (506,341)
      Changes in operating assets
        and liabilities:
          Increase in accounts receivable
            and due from factor                  (1,281,670)    (1,017,282)
          (Increase) decrease in inventories
            and prepaid expenses                 (1,117,513)     1,027,980
        Increase in accounts payable
          and accrued expenses                    1,114,070        271,048
        Decrease in other assets                      1,801             13
        Decrease in amount due factor              (216,959)             -

NET CASH USED IN OPERATING ACTIVITIES            (1,213,805)       (69,068)

INVESTING ACTIVITIES
  Distribution by Joint Venture                   1,032,479         67,357
  Purchase of equipment                              (4,165)        (2,322)

NET CASH PROVIDED BY INVESTING ACTIVITIES         1,028,314         65,035

FINANCING ACTIVITIES
  Net (repayments) borrowings of
    short-term debt                                       -        (37,579)
  Principal repayment of capital
    lease obligations                               (11,379)       (11,379)
  Proceeds from issuance of common stock
    from exercise of employee stock options          89,125         39,422
  Proceeds from issuance of common stock            250,000              -

NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                327,746         (9,536)

INCREASE (DECREASE) IN CASH                         142,255        (13,569)

Cash at beginning of period                          19,383         34,642

CASH AT END OF PERIOD                           $   161,638    $    21,073

Supplemental information:
  Interest paid                                 $   113,310    $   156,218
  Income taxes paid                                       -              -

Non-cash investing transactions:
  Joint Venture dividend applied
    to reduce Joint Venture payable                       -        532,643
  Issuance of 13,488 shares of common stock
    in satisfaction of accounts payable              39,200              -
  Issuance of 6,974 shares of common stock
    as directors' fees                               30,000              -

                                                     69,200        532,643

See notes to consolidated financial statements.



                                     - 7 -
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, 2002 audited financials
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
period ended December 31, 2002 as a result of the carryforward of
prior year's 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 balance sheet and income
statement information of the Hong Kong joint venture for the nine
months ended December 31, 2002 and 2001:

                                     2002               2001
      Net sales                  $17,395,366         $7,509,279
      Gross profit                 5,958,635          2,183,185
      Net income                   3,663,638          1,012,681
      Total current assets         7,686,402          3,932,812
      Total assets                10,225,111          6,074,501
      Total liabilities            2,731,171          1,380,889

During the nine month periods ended December 31, 2002 and 2001,
the Company purchased products for resale from the Hong Kong
Joint Venture of approximately $5,578,341 and $3,265,000,
respectively. At December 31, 2002 and 2001, the Company had
amounts payable to the Hong Kong Joint Venture of $487,176 and
$200,000, respectively.

In 2002, the Company has amended its employment agreements so
that bonus payments shall be allocated between domestic
operations and joint venture operations. The Company recorded
$201,549 of costs allocatable to the joint venture in the
accompanying statement of operations for the nine months ended
December 31, 2002.

                              - 8 -
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.

A reconciliation of the weighted average shares of common stock
utilized in the computation of basic and diluted earnings per
share for the three and nine month periods ended December 31,
2002 and 2001 is as follows:

                                  Three months ended December 31,
                                      2002               2001

Weighted average number of
  common shares outstanding
  for basic EPS                     1,110,149            930,305

Shares issued upon the assumed
  exercise of outstanding
  stock options                       116,094             19,658

Weighted average number of common
  and common equivalent shares
  outstanding for diluted EPS       1,226,243            949,963

                                   Nine months ended December 31,
                                       2002              2001

Weighted average number of
  common shares outstanding
  for basic EPS                     1,059,708            918,282

Shares issued upon the assumed
  exercise of outstanding
  stock options                        79,836              9,157

Weighted average number of common
  and common equivalent shares
  outstanding for diluted EPS       1,139,544            927,439

Contingencies - The Company has outstanding letters of credit in
the amount of $900,274 as of December 31, 2002.

                              - 9 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Item 2.

Nine Months Ended December 31, 2002 Compared to
Nine Months Ended December 31, 2001

Sales - Net sales for the nine months ended December 31, 2002 were
$12,094,645 compared to $7,873,998 for the comparable nine months in
the prior fiscal year, an increase of $4,220,647. Net sales of
security products increased by $4,116,998 and other products
increased by $103,649. The increase in security sales resulted
primarily from increased demand for certain of the Company's
security products sold by the Company's subsidiary, USI ELECTRIC,
INC. The increase in other sales resulted from higher demand for
certain of the Company's products.

Net Income - The Company reported net income of $1,880,434 for the
nine months ended December 31, 2002 compared to $122,335 for the
corresponding nine months of the prior fiscal year. The increase in
net income resulted both from the Company's operating income from
higher sales and higher Joint Venture earnings from sales to non-
related parties.

Expenses - Research, selling, general and administrative expenses
increased by $806,553 from the comparable nine months in the prior
year, as a result of increased support of higher USI ELECTRIC, INC.
sales.

As a percentage of sales, research, selling, general and
administrative expenses were 26% for the nine months ended December
31, 2002 and 29% for the same period in the prior fiscal year. The
decrease in research, selling and administrative expense as a
percent of sales was due to higher sales volume and variable costs
which did not increase at the same rate as sales.

Interest Expense - The Company's interest expense was $113,310 for
the nine months ended December 31, 2002 compared to $156,218 for the
same period in 2001. The decrease in interest expense resulted from
both lower levels of borrowing from factor and interest rates.





                                   - 10 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Three Months Ended December 31, 2002 Compared to
Three Months Ended December 31, 2001

Sales - Net sales for the three months ended December 31, 2002 were
$4,252,447 compared to $2,965,386 for the comparable three months in
the prior fiscal year, an increase of $1,287,061. Net sales of
security  products increased by $1,255,683 and other products
increased by $31,378. The increase in security sales resulted
primarily from increased demand for certain of the Company's
security products sold by the Company's subsidiary, USI ELECTRIC,
INC. The increase in other sales resulted from higher demand for
certain of the Company's products.

Net Income - The Company reported net income of $673,365 for the
quarter ended December 31, 2002 compared to net income of $36,433
for the corresponding quarter of the prior fiscal year. The increase
in net income resulted both from the Company's operating income from
higher sales and higher Joint Venture earnings from sales to non-
related parties.

Expenses - Research, selling, general and administrative expenses
increased by $238,833 from the comparable three months in the prior
year, as a result of increased support of higher USI ELECTRIC, INC.
sales.

As a percentage of sales, research, selling, general and
administrative expenses were 26% for the three months ended December
31, 2002 and 29% for the same period in the prior fiscal year. The
decrease in research, selling and administrative expense as a
percent of sales was due to higher sales volume and variable costs
which did not increase at the same rate as sales.

Interest Expense - The Company's interest expense was $40,040 for
the quarter ended December 31, 2002 compared to $35,948 for the
comparable period in 2001. The increase in interest expense resulted
from higher levels of borrowing related to accounts receivable, due
from factor and inventory, partially offset by lower rates of
interest.

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

                              - 11 -
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 December 31,
2002, the Company had $1,992,274 available under the Factoring
Agreement, of which $900,274 had been utilized in letter of credit
borrowings as of December 31, 2002. Any outstanding principal
balance due under the Factoring Agreement is payable upon demand.
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 5.25% at December 31, 2002. The
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.

Operating activities used cash of $1,213,805 for the quarter ended
December 31, 2002. This was primarily due to an increase in
accounts receivable and due to factor of $1,281,670 and inventory of
$1,117,513 that was partially offset by an increase in accounts
payable and accrued expenses of $1,114,070. For the same period last
year, operating activities used cash of $69,068.

Investing activities provided cash of $1,028,314 in the current
quarter. The primary source was distributions from the Company's
Joint Venture.

Financing activities provided cash of $327,746. The primary
reason was the issuance of common stock for $250,000.

The Company believes that funds available under the Factoring
Agreement, Joint Venture distributions 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 Hong Kong Joint
Venture for the nine months and three months ended December 31,
2002 were $17,395,366 and $5,667,352, respectively, compared to
$7,509,279 and $2,498,291, respectively, for the comparable nine
months and three months in the prior fiscal year. The increase
in sales was primarily due to increased sales of smoke alarms
to non-related customers.





                              - 12 -
Net income for the nine months and three months ended December
31, 2002 was $3,663,638 and $970,811, respectively, compared to
$1,012,681 and $264,108, respectively, in the comparable nine months
and three months last year. The increase in net income resulted
primarily from higher sales to non-related customers.

Cash needs of the Hong Kong Joint Venture are currently met by
funds generated from operations. During the nine months ended
December 31, 2002, working capital increased by $1,153,374 from
$3,844,654 on March 31, 2002 to $4,998,028 on December 31, 2002.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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, 2002.


Item 4. CONTROLS AND PROCEDURES

Based on the evaluation of the Company's disclosure controls and
procedures by Stephen C. Knepper, the Company's Chief Executive
Officer, and Harvey B. Grossblatt, the Company's Chief Financial
Officer, as of a date within 90 days of the filing date of this
quarterly report, such officers have concluded that the Company's
disclosure controls and procedures are effective in ensuring that
information 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 recorded, processed,
summarized and reported, within the time period specified by the
Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.









                              - 13 -


PART II

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the nine months ended December 31, 2002, the Company
issued an aggregate of 71,462 shares of its Common Stock for
cash, in exchange for directors' services and in the satisfaction
of amounts payable at March 31, 2002 as follows. These shares
were issued pursuant to an exemption from registration from the
Securities Act of 1933 pursuant to Section 4(2) and/or Regulation
D thereunder.

Date of     Number of     Class of       Cash           Other
Issuance    of Shares      Persons     Proceeds     Consideration

05/07/02      10,000      Employee     $      -       27,200(2)
06/28/02      31,334      Director     $ 97,500       20,000(1)
06/28/02       3,488      Director     $      -       12,000(2)
09/24/02      26,640      Director     $152,500       10,000(1)

(1) Issued in lieu of annual Director's fees during the nine
    months ended December 31, 2002.

(2) Issued in satisfaction of amounts accrued at March 31, 2002.


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

Exhibit No.

3.1    Articles of Incorporation, as amended (incorporated by
       reference to Exhibit 3.1 to the Company's Quarterly Report
       on Form 10-Q for the period ended December 31, 1998, File
       No. 0-7885)

3.2    Articles Supplementary, filed October 14, 2002
       (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 3.3
       to the Company's Quarterly Report on Form 10-Q for the period
       ended September 30, 2002, File No. 0-7885)



                              - 14 -
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 (confidential
       treatment of Name requested and filed separately with the
       Commission)(incorporated by reference to Exhibit 10.2 to the
       Company's Annual Report on Form 10-K for the year ended March
       31, 1994, and Exhibit 10.3 to the Company's Quarterly Report
       on Form 10-Q for the period ended September 30, 2001, 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, 2002,
       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   Employment Agreement dated April 1, 2002 between the Company
       and Harvey B. Grossblatt (incorporated by reference to
       Exhibit 10.5 to the Company's Annual Report on Form 10-K for
       the year ended March 31, 2002, File No. 0-7885)

10.7   Amendment to Employment Agreement dated as of April 1, 2002
       between the Company and Harvey B. Grossblatt (incorporated by
       reference to Exhibit 10.7 to the Company's Quarterly Report
       on Form 10-Q for the period ended September 30, 2002, File
       No. 0-7885)

99.1   Certification Required Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002*

99.2   February 14, 2003 Letter to Stockholders and Press Release*

(b)    Reports on Form 8-K

       None

*Filed herewith

                                 - 15 -
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: February 14, 2003     Harvey Grossblatt
                             HARVEY GROSSBLATT
                             President, Chief Financial Officer











smb
10-Q.DEC














                             - 16 -
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 Quarterly 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 Quarterly
Report;

     3.  Based on my knowledge, the financial statements, and
other financial information included in this Quarterly 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 Quarterly Report;

     4.  The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the Registrant and we have:

         a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

         b)  evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this Quarterly Report (the
"Evaluation Date"); and

         c)  presented in this Quarterly Report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;








                             - 17 -
     5.  The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or
operation of internal controls which could adversely affect the
Registrant's ability to record, process, summarize and report
financial data and have identified for the Registrant's auditors
any material weaknesses in internal controls; and

         b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have
indicated in this Quarterly Report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

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





















                             - 18 -
CERTIFICATION


     I, Harvey 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 Quarterly 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 Quarterly
Report;

     3.  Based on my knowledge, the financial statements, and
other financial information included in this Quarterly 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 Quarterly Report;

     4.  The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the Registrant and we have:

         a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

         b)  evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this Quarterly Report (the
"Evaluation Date"); and

         c)  presented in this Quarterly Report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;







                             - 19 -
     5.  The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or
operation of internal controls which could adversely affect the
Registrant's ability to record, process, summarize and report
financial data and have identified for the Registrant's auditors
any material weaknesses in internal controls; and

         b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have
indicated in this Quarterly Report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: February 14, 2003             /s/ Harvey Grossblatt
                                    Harvey Grossblatt
                                    Chief Financial Officer




















                             - 20 -
Exhibit 99.1

                    CERTIFICATION PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Universal Security
Instruments, Inc. (the "Company") on Form 10-Q for the period
ending December 31, 2002 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 this Form 10-Q fairly
         presents, in all material respects, the financial
         condition and result of the Company as of, and for,
         the periods reflected therein.


Date: February 14, 2003            /s/ Stephen C. Knepper
                                   Stephen C. Knepper
                                   Chairman,
                                   Chief Executive Officer


                                   /s/ Harvey B. Grossblatt
                                   Harvey B. Grossblatt
                                   President,
                                   Chief Financial Officer
Exhibit 99.2

February 13, 2003


Dear Partners/Shareholders:

It is my pleasure to share with you our results for the third quarter
ended December 31, 2002 - a very strong quarter indeed!

As the numbers indicate, we have continued to deliver on our stated
goal of growing revenues while staying efficient and substantially
building overall profitability. For the quarter, sales rose 43% to
$4,252,447 versus $2,965,386 a year ago. At the same time, earnings
accelerated to $673,365, or $0.61 per basic share, ($.55 per diluted
share), versus last year's $36,433, or $0.04 per basic share and
diluted share.

For the nine-month period, earnings have dramatically increased to
$1,880,434, or $1.77 per basic share, ($1.65 per diluted share), versus
last year's $122,335, or $0.13 per basic share and diluted share, and
a sales increase for the nine months of 54% to $12,094,645 versus
$7,873,998 for the same period a year ago.

Both Universal and our Joint Venture continued to increase worldwide
market share during the period. In addition, our new carbon monoxide
alarm is doing very well in a high-growth product segment, and we
expect to introduce additional models in 2003. We are very excited
about these new products and see them playing a leading role in
advancing our growth strategy into our new year and beyond.

When I was re-elected as your Chairman of the Board in the Fall of
2001, I pledged to you, my partners, that Universal's new management
team would be "intently focused on improving results at every level of
our Company."

While we are pleased with our path so far, our focus is squarely on the
future and the many opportunities we see on the horizon. I can assure
you - from Asia to Owings Mills - the Universal Security Instruments'
team is intently focused on growing our global businesses. We look
forward to reporting our fourth quarter and year-end results for the
period ended March 31, 2003.

As always, should you have any questions, please don't hesitate to
contact me.

Respectfully,


Stephen C. Knepper
Chairman
____________________________________________________________________



Statements contained in this document 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.



  7-A GWYNNS MILL COURT   OWINGS MILLS, MARYLAND 21117-3586   U.S.A.
        TELEPHONE DIRECT DIAL: (410) 363-3000, EXTENSION 235
     FAX: (410) 363-2218   E-MAIL: stevek@universalsecurity.com
          Visit Us on the Web!  www.universalsecurity.com
<PAGE>
Exhibit 99.2

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


    Universal Security Instruments Announces Significantly Higher
                     Third-Quarter Sales & Earnings

     Sales Grow 43%; Earnings Per Share Rise to $0.61 Vs. $0.04

OWINGS MILLS, MD, February 13, 2003: Universal Security Instruments,
Inc. (OTC-BB:  USEC) today announced continued top and bottom-line
growth during its third quarter, posting significantly higher sales and
earnings for the period ended December 31, 2002.  The Company cited
strong market share increases, successful introduction of new products
and continued growth at its Hong Kong joint venture.

The Owings Mills, MD-based designer and marketer of safety and security
equipment reported net earnings rose to $673,365, or $0.61 per basic
share ($0.55 per diluted share), and net sales rose 43% to $4,252,447,
compared with net earnings of $36,433, or $0.04 per basic and diluted
share, and net sales of $2,965,386 for last year's third quarter.

For the nine months ended December 31, 2002, net sales rose 54% to
$12,094,645, versus $7,873,998 for the same period last year. The
Company reported net earnings rose to $1,880,434, or $1.77 per basic
share ($1.65 per diluted share), compared to net earnings of $122,335,
or $0.13 per basic and diluted share, for the same period last year.

"We are very pleased with our results for the third quarter - one of
the best quarterly performances for Universal in our 33-year history.
During the past nine months we have continued to grow the top line
while staying efficient and building overall profitability," said Steve
Knepper, chairman of the board and chief executive officer of Universal
Security Instruments, Inc.

"Our success can be attributed to a number of factors, including
Universal's steadily increasing profile and positive reputation in the
marketplace, the introduction of new products, and a strong continued
contribution from our 50%-owned Hong Kong joint venture. The
competitive landscape for our smoke alarms and new carbon monoxide
alarms continues to favor our unique combination of value, reliability
and customer-focused support," Knepper added.


UNIVERSAL SECURITY INSTRUMENTS, INC., 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.


                            -- more --


      7-A GWYNNS MILL COURT * OWINGS MILLS, MARYLAND 21117, USA
                  * DIRECT DIAL: (410) 363-3000
        Visit us on the Web! www.universalsecurity.com

Universal/Page 2

UNIVERSAL SECURITY INSTRUMENTS, INC.
ANNOUNCES RESULTS FOR THE
THIRD QUARTER ENDED DECEMBER 31:


                                                  UNAUDITED
                                             2002           2001


Sales                                     $4,252,447     $2,965,386

Net income*                                  673,365         36,433

Income per share:
     Basic                                       .61            .04
     Diluted                                     .55            .04

Weighted average number of
 common shares outstanding:
     Basic                                 1,110,149        930,305
     Diluted                               1,226,243        949,963

             RESULTS FOR THE NINE MONTHS ENDED DECEMBER 31:


                                                  UNAUDITED
                                             2002              2001


Sales                                    $12,094,645     $7,873,998

Net income*                                1,880,434        122,335

Income per share:
     Basic                                      1.77            .13
     Diluted                                    1.65            .13

Weighted average number of
 common shares outstanding:
     Basic                                 1,059,708        918,282
     Diluted                               1,139,544        927,439

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

OTC:USEC

             _________________________________________________

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.