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, 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
-----------------    ----------------------------   ------------------
February 11, 2000    Common Stock, $.01 par value       906,526

<PAGE>


         UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES



                                 INDEX



Part  I -  FINANCIAL INFORMATION

           Item l.  Financial Statements

           Consolidated balance sheets at December 31, 1999 and
           March 31, 1999

           Consolidated  statements  of  operations  for the nine  months  ended
           December 31, 1999 and 1998 and three  months ended  December 31, 1999
           and 1998

           Consolidated statements of cash flows for the nine months
           ended December 31, 1999 and 1998

           Notes to consolidated financial statements

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

Part II -  OTHER INFORMATION

           Item 6.  Exhibits and Reports





















                                 - 2 -

<PAGE>

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




ASSETS

                                     Dec 31, 1999  March 31, 1999
                                     ------------  --------------

CURRENT ASSETS
  Cash                                 $  112,070      $  193,107
                                       ----------      ----------
  Accounts receivable:
    Trade (less allowance for
      doubtful accounts of $100,000
      at December 31, 1999 and
      March 31, 1999)                   1,545,703         549,149
    Officers and employees                  3,187             321
                                      -----------      ----------

                                        1,548,890         549,470

  Inventories:
    Finished goods - net of reserve     1,749,232       1,749,684
    Raw materials-foreign locations        13,973          49,869

                                        1,763,205       1,799,553

  Prepaid expenses                         53,838         112,419

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

TOTAL CURRENT ASSETS                    3,478,003       3,929,473

INVESTMENT IN JOINT VENTURE             2,415,676       2,240,785

PROPERTY, PLANT AND EQUIPMENT             289,564         225,862

OTHER ASSETS                               12,305           6,000
                                      -----------      ----------

TOTAL ASSETS                          $ 6,195,548      $6,402,120
                                      ===========      ==========


See notes to consolidated financial statements.




                                 - 3 -

<PAGE>

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




LIABILITIES AND SHAREHOLDERS' EQUITY

                                    Dec 31, 1999   March 31, 1999
                                    ------------   --------------

CURRENT LIABILITIES
  Short-term borrowings             $ 1,440,008      $   786,484

  Accounts payable                      582,681          294,618
  Accrued liabilities                   113,448           86,973
  Debt related to assets held
    for sale                               -           1,246,973
                                    ------------     ------------

TOTAL CURRENT LIABILITIES             2,136,137        2,415,048
                                    ------------     ------------



SHAREHOLDERS' EQUITY
  Common stock, $.01 par value
    per share; authorized
    20,000,000 shares; issued
    906,526 and 887,143
    shares at December 31,
    1999 and March 31, 1999               9,065            8,871
  Additional paid-in capital         10,533,367       10,499,446
  Retained earnings (deficit)        (6,483,021)      (6,521,245)
                                    ------------     ------------

TOTAL SHAREHOLDERS' EQUITY            4,059,411        3,987,072
                                    ------------     ------------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                $ 6,195,548      $ 6,402,120
                                    ============     ============


See notes to consolidated financial statements.









                                 - 4 -

<PAGE>


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


                                             For the Nine Months Ended
                                             -------------------------
                                            Dec 31, 1999  Dec 31, 1998
                                            ------------  ------------

Net sales                                    $ 6,271,631   $7,657,038

Cost of goods sold                             4,702,728    6,597,185

Reserve for discontinuance of telephone
   and video product lines                     ( 495,000)  ___________
                                               ----------
                                               1,073,903    1,059,853

Research and development expense                 149,014      114,223

Selling, general and administrative expense    1,726,765    1,505,557

Operating loss                                  (801,876)    (559,927)
                                             ------------  -----------

Other income (expense):
  Interest income                                    216        2,705
  Interest expense                              (125,066)    (181,670)
  Gain of Sale of Building                       804,861
  Other                                         ( 14,803)        (247)
                                             ------------   ----------

                                                 665,208     (179,212)

LOSS BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE                       (136,668)    (739,139)

Equity in earnings of joint venture              174,892      340,844
                                             ------------   ----------

NET INCOME (LOSS)                            $    38,224    $(398,295)
                                             ============   ==========



Per common share amounts:
 Basic and diluted                                   .04         (.46)

Weighted average number of common
  shares outstanding
    Basic and diluted                            900,518      857,341


See notes to consolidated financial statements.





                                 - 5 -

<PAGE>

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


                                            For the Three Months Ended
                                            --------------------------
                                            Dec 31, 1999  Dec 31, 1998
                                            ------------  ------------

Net sales                                    $2,391,966    $2,019,608

Cost of goods sold                            1,765,455     1,707,575
                                             -----------   -----------

                                                626,511       312,033

Research and development expense                 34,182        47,860

Selling, general and administrative expense     550,418       516,658

Operating Income (loss)                          41,911      (252,485)

Other income (expense):
  Interest income                                    89           176
  Interest expense                              (44,435)      (65,684)
  Other                                         (   681)            3
                                             -----------   -----------

                                                (45,027)      (65,505)

LOSS BEFORE EQUITY IN EARNINGS
OF JOINT VENTURE                                ( 3,116)     (317,990)

Equity in earnings of joint venture              53,585       122,282
                                             -----------   -----------

NET INCOME (LOSS)                            $   50,469    $ (195,708)
                                             ===========   ===========



Per common share amounts:
 Basic and diluted                                  .06          (.21)

Weighted average number of common
  shares outstanding
    Basic and diluted                           906,520       911,351


See notes to consolidated financial statements.







                                 - 6 -



<PAGE>


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                                                     For the Nine Months Ended
                                                     -------------------------
                                                     Dec 31, 1999 Dec 31, 1998
                                                     ------------ ------------
OPERATING ACTIVITIES
  Net income (loss)                                  $    38,224    $(398,295)
  Adjustments to reconcile net
    earnings (loss) to net cash (used in)
    provided by operating activities:
      Depreciation and amortization                       19,693      106,984
      Undistributed earnings of Joint Venture           (174,892)     (40,844)
      Gain on sale of building                          (804,861)

      Changes in operating assets and liabilities:
        (Increase) in accounts receivable               (999,420)     641,136
        Decrease in inventories and prepaid expenses      94,929      349,574
        Increase (decrease) in accounts payable
          and accrued expenses                           314,538     (220,785)
        (Increase) decrease in other assets               (6,305)      14,398
                                                     ------------   ----------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES   (1,518,094)     452,168
                                                     ------------   ----------

INVESTING ACTIVITIES
  Proceeds from sale of building                       2,079,785
  Purchase of property, plant and equipment              (83,395)     (38,574)
                                                     ------------   ----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES    1,996,390      (38,574)
                                                     ------------   ----------

FINANCING ACTIVITIES
  Net borrowings (repayment) of short-term debt          653,524     (424,109)
  Principal payments on long-term debt                                (11,904)
  Payment on legal settlement                                         (56,256)
  Debt related to assets held for sale                (1,246,973)
  Sale of common stock                                                100,000
  Purchase of common stock                                            (53,727)
  Issuance of common stock                                34,116
                                                     ------------   ----------

NET CASH USED IN FINANCING ACTIVITIES                   (559,333)    (445,990)
                                                     ------------   ----------

(DECREASE) INCREASE IN CASH                              (81,037)     (32,396)

Cash at beginning of period                              193,107      133,377
                                                     ------------   ----------

CASH AT END OF PERIOD                                $   112,070    $ 100,981
                                                     ============   ==========

Supplemental information:
  Interest paid                                      $   125,066    $ 181,670
  Income taxes paid                                          -           -

See notes to consolidated financial statements.


                                     - 7 -

<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
December 31, 1999 because it was  immaterial to the  Consolidated  Statements of
Operations.

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 nine months ended  December
31, 1999 and 1998:
                             1999                1998
                          ----------          ----------
      Net sales           $4,692,110          $5,691,106
      Gross profit         1,218,369           1,432,620
      Net income             346,782             681,689





























                               - 8 -


<PAGE>


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


Nine Months Ended December 31, 1999 Compared to
-----------------------------------------------
Nine Months Ended December 31, 1998
-----------------------------------

Sales - Net sales for the nine months ended  December  31, 1999 were  $6,271,631
compared to $7,657,038 for the comparable  nine months in the prior fiscal year,
a decrease of $1,385,407.  Net sales of security  products  increased by $34,177
and other products decreased by $1,419,584. The decrease in other products sales
resulted primarily from decreased demand for certain other products.

Net Income - The  Company  reported  net income of $38,224  for the nine  months
ended December 31, 1999 compared to a net loss of $398,295 for the corresponding
nine 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
$255,999  from the  comparable  nine 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  approximately  $100,000  of higher  rental and  commission
expenses.

As a percentage of sales, research, selling, general and administrative expenses
were 30% for the nine months ended December 31, 1999 and 21% for the same period
in the prior fiscal year.

Interest Expense and Income - The Company's  interest  expense,  net of interest
income,  was $124,850 for the nine months  ended  December 31, 1999  compared to
$178,965 for the same period in 1998. The decrease in interest  expense resulted
from the sale of the Company's  headquarters facility which relieved the Company
of the related mortgage.  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 its sales
on higher margin core  security  products,  including  Smoke and Fire Alarms and
Carbon Monoxide Alarms. These sales will be to the Company's  traditional retail
accounts and the electrical  distribution trade through its new subsidiary,  USI
ELECTRIC,  INC. These products are  manufactured  by the Company's Joint Venture
ISO 9002 approved factory.

                               - 9 -


<PAGE>


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

Three Months Ended December 31, 1999 Compared to
------------------------------------------------
Three Months Ended December 31, 1998
------------------------------------

Sales - Net sales for the three months ended  December 31, 1999 were  $2,391,966
compared to $2,019,608 for the comparable three months in the prior fiscal year,
an increase of $372,358.  Net sales of security and other products  increased by
$302,854 and $69,504,  respectively.  The  increase in security  sales  resulted
primarily from increased demand for certain of the Company's  security products.
The  increase in other  sales  resulted  from  higher  demand for certain of the
Company's products.

Net Income - The Company  reported  net income of $50,469 for the quarter  ended
December  31,  1999  compared to a net loss of  $195,708  for the  corresponding
quarter of the prior  fiscal  year.  The  increase  resulted  from higher  gross
margins from security sales.

Expenses - Research,  selling,  general and administrative expenses increased by
$20,082  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 24% for the three months ended  December 31, 1999
and 28% for the same period in the last fiscal year.

Interest Expense and Income - The Company's  interest  expense,  net of interest
income,  was $44,346 for the quarter ended December 31, 1999 compared to $65,508
for the  comparable  period in 1998. The decrease in interest  expense  resulted
from the sale of the Company's  headquarters facility which relieved the Company
of the related mortgage.

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  $1,542,000 has been
utilized  in  letter of  credit  commitments  and  short-term  borrowings  as of
December 31, 1999. As of December 31, 1999, the amount  available for borrowings
under the line was approximately $250,000 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 $1,518,094 for the nine months ended December
31,  1999.  This was  primarily  due to an increase in  accounts  receivable  of
$999,420.  For the same period last year,  operating activities provided cash of
$452,168.

Investing  activities  provided  cash of  $1,996,390  for the nine months  ended
December 31, 1999. This resulted  primarily from the proceeds of the sale of the
building.  For the same  period  last year,  investing  activities  used cash of
$38,574.

Financing  activities used cash of $559,333,  primarily due to the repayments of
long  term  debt of  $1,246,973.  For  the  same  period  last  year,  financing
activities used cash of $445,990.

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 nine months and
three  months  ended  December  31,  1999  were   $4,692,110   and   $1,729,720,
respectively,  compared to  $5,420,912  and  $1,247,285,  respectively,  for the
comparable  nine 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 nine  months and three  months  ended  December  31, 1999 was
$346,782  and  $104,168,   respectively,   compared  to  $681,689  and  $244,564
respectively, in the comparable nine months and three months last year.

Selling,  general and administrative expenses were $1,016,884 (22% of sales) and
$347,546  (20% of sales),  respectively,  for the nine  months and three  months
ended  December 31, 1999 and were  $958,095  (17% of sales) and $326,262 (19% of
sales) for the comparable periods last year.

Interest  income net of interest  expense was  $106,074 and $33,938 for the nine
months and three months ended December 31, 1999 compared to $101,199 and $40,127
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 nine months ended December 31, 1999, working capital
increased  by  $904,454  from  $2,069,790  on March 31,  1999 to  $2,974,244  on
December 31, 1999.





                               - 11 -

<PAGE>

Year 2000  Compliance  - The Company  undertook in 1999 to address 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 was designed to
ensure the compliance of all of the Company's applications, operating system and
hardware  platforms,  and to address the  compliance  by its key  customers  and
vendors.  The Company hired a consultant to review its computer  operations  and
spent approximately $50,000 on the Y2K project.

As a result of the project,  the Company was able to conclude  that its computer
operations were Y2K compliant.  The Company  communicated with its key customers
and vendors to determine their Y2K readiness.  Based on such  communications and
on the Company's  experience to date, it appears that the computer operations of
all of the  Company's  computer  systems are working as usual and to date no Y2K
problems have been encountered. Although the Company does not now anticipate any
material Y2K problems arising,  and the Company cannot give assurances that such
problems  will not arise in the future,  and if they  occur,  that they will not
have a material effect on the Company's operations.




















                               - 12 -

<PAGE>


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
PART II


Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           On  November  11,  1999,  the  Company  held its  Annual  Meeting  of
Shareholders. The only matters submitted to the shareholders for a vote were (i)
the election of directors and (ii) the amendment to the Company's  Non-Qualified
Stock  Option  Plan  ("Stock  Option  Plan") to  increase  the  number of shares
available for the grant of options under
the Plan.

           The nominees  submitted  for  election as  directors  were Stephen C.
Knepper, Michael Kovens, Harvey Grossblatt,  Ronald Frank and Gary Goldberg, all
of then current directors of the Company.  At least 833,329 shares were voted in
favor of each  nominee,  and no more  than 920  shares  were  voted to  withhold
approval of any director. As a result, all of the nominees were elected to serve
as directors  until the next annual meeting of  shareholders  of the Company and
until their successors are duly elected and qualified.

           Prior to the amendment to the Stock Option Plan,  options to purchase
a total of 232,231  shares of the  Company's  Common  Stock were  available  for
grant,  of which  218,125  were  outstanding,  leaving a balance of only  14,106
available for future grant.  Shareholders  were asked to approve an amendment to
the Stock  Option  Plan to increase  the total  number of shares  available  for
grants of options by 250,000. At least 583,821 shares were voted in favor of the
amendment,  and 12,168 shares were voted against the amendment. As a result, the
amendment to the Stock Option Plan was approved.



Item 5.    Other Information


           On  December  1, 1999,  Ronald  Frank  resigned  as  director  of the
Company.



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.






                               - 13 -

<PAGE>


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 11, 2000            Harvey Grossblatt
                                     -------------------------------------------
                                     HARVEY GROSSBLATT
                                     President, Chief Financial Officer
















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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:  February 11, 2000
                                     -------------------------------------------
                                     HARVEY GROSSBLATT
                                     President, Chief Financial Officer
















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10-Q.DEC














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