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

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
     OF 1934
                  For the quarterly period ended June 30, 2004
                                                 -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                        For the transition period from            to
                                                       -----------  -----------
                        Commission File No: 0-3125
                                            ------

                              General Devices, Inc.
                              ---------------------
        (Exact name of small business issuer as specified in its charter)


                    Delaware                                   21-0661726
                    --------                                   ----------
        (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                      Identification No.)

                  376 Main Street, Bedminster, New Jersey 07921
                  ---------------------------------------------
                    (Address of principal executive offices)

                                 (908) 234-1881
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of July 31, 2004, the issuer had
2,347,922 shares of its common stock, par value $.01 per share, outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes  [ ]   No [X]







<PAGE>









PART I   -  FINANCIAL INFORMATION
------      ---------------------

Item 1   -  FINANCIAL STATEMENTS
------      --------------------


                      GENERAL DEVICES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  June 30, 2004
                                   (UNAUDITED)




ASSETS
------
Current assets:
  Cash and cash equivalents                                $   32,035
  Prepaid expenses                                              1,223
  Other assets                                                    500
                                                           ----------
      Total current assets                                 $   33,758
                                                           ==========



LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accounts payable and accrued liabilities                 $    6,555
                                                           ----------
      Total current liabilities                                 6,555
                                                           ----------

Stockholders' equity:
  Common stock $.01 par value 12,000,000
    shares authorized; 2,347,922 outstanding                   23,479
  Capital in excess of par value                            2,359,352
  Accumulated deficit                                     ( 2,355,628)
                                                           ----------
      Total stockholders' equity                               27,203
                                                           ----------
      Total liabilities and stockholders' equity           $   33,758
                                                           ==========

























          See accompanying notes to consolidated financial statements.

                                        2

<PAGE>










                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)





                                                        Three Months Ended
                                                              June 30,
                                                        ------------------
                                                          2004        2003
                                                        --------    --------

Revenues:
  Interest income                                     $      18    $     255

Expenses:
  General and administrative                             21,226       16,031
                                                      ---------    ---------

Net loss                                             ($  21,208)  ($  15,776)
                                                      =========    =========

Basic and diluted net loss per share                 ($     .01)  ($     .01)
                                                      ==========   =========

Weighted average number of
  shares outstanding                                  2,347,922    2,347,922
                                                      =========    =========































          See accompanying notes to consolidated financial statements.

                                       3


<PAGE>










                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)





                                                      Six Months Ended
                                                          June 30,
                                                    ====================
                                                      2004        2003
                                                    ========    ========

Revenues:
  Interest income                                  $      79   $     529

Expenses:
  General and administrative                          40,127      34,121
                                                   ---------   ---------

Net loss                                          ($  40,048) ($  33,592)
                                                   =========   =========

Basic and diluted net loss per share              ($     .02) ($     .01)
                                                   =========   =========

Weighted average number of
  shares outstanding                               2,347,922   2,347,922
                                                   =========   =========




























          See accompanying notes to consolidated financial statements.

                                       4


<PAGE>









                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)




                                                           Six Months Ended
                                                               June 30,
                                                         ====================
                                                           2004        2003
                                                         ========    ========

Cash flows from operating activities:
  Net loss                                             ($ 40,048)  ($ 33,592)
  Change in prepaid expenses and other assets          (     666)  (   1,190)
  Collection of receivable from sale of
    investment in unproved oil producing
      activities                                               -     146,560
  Change in accounts payable and
    accrued liabilities                                (   7,979)  (   7,692)
                                                        --------    --------
Net cash provided by (used in) operating
  activities                                           (  48,693)    104,086
                                                        --------    --------

Cash and cash equivalents at beginning of period          80,728      14,032
                                                        --------    --------
Cash and cash equivalents at end of period              $ 32,035    $118,118
                                                        ========    ========


Supplemental disclosure of cash flows information:
  Cash paid for income taxes                            $    575    $    800
                                                        ========    ========























          See accompanying notes to consolidated financial statements.

                                       5

<PAGE>






                      GENERAL DEVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

1.   Basis of Presentation
     =====================

     The accompanying  unaudited condensed  consolidated financial statements of
General Devices, Inc. and Subsidiary (the "Company") as of June 30, 2004 and for
the three and six  months  ended June 30,  2004 and 2003  reflect  all  material
adjustments  consisting  of only  normal  recurring  adjustments  which,  in the
opinion of management,  are necessary for a fair presentation of results for the
interim periods.  Certain  information and footnote  disclosures  required under
accounting  principles  generally  accepted in the United States of America have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission,  although the Company  believes  that the
disclosures are adequate to make the information presented not misleading. These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003, as filed with
the Securities and Exchange Commission.

     The  preparation of  consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported  amount of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.

     The results of operations  for the three and six months ended June 30, 2004
and 2003 are not  necessarily  indicative  of the results to be expected for the
entire year or for any other period.

2.   Investment in Oil Producing Activities
     ======================================

     In  June  2002  the  Company   committed  to  and   subsequently   invested
approximately  $159,000 in the  drilling of an oil well in Eastern  Montana.  In
December  2002 the  Company  sold  its  interest  in the oil  well for  $146,560
recording  a loss of  approximately  $6,500 on the  sale.  In  January  2003 the
proceeds from the sale were collected.




                                       6

<PAGE>





3.   Net Loss Per Share
     ==================

     The Company  reports loss per share under the  requirements of Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share".  Basic loss per
share includes the weighted average number of common shares  outstanding  during
the year.  Diluted loss per share includes the weighted average number of shares
outstanding and dilutive potential common shares,  such as warrants and options.
Since there are no dilutive potential common shares,  basic and diluted loss per
share are the same.








































                                       7
<PAGE>






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

Results of Operations
=====================

     The  Company  had  been  engaged  in the  business  of  providing  contract
technical  services.  Effective  April 14,  1990,  the Company  sold most of its
technical  services  business,  and  certain  assets to TAD  Technical  Services
Corporation  ("TAD").  On June 1, 1990,  the Company sold its 100% owned British
subsidiary,  GDI Euroforce Ltd., to TAD. The Company continued to operate in the
technical services business from its King of Prussia, Pennsylvania location on a
much smaller scale.  Since 1993,  the Company has been  inactive.  A Petition of
Reorganization  under  Chapter 11 of the  Federal  Bankruptcy  Code was filed on
August 23, 1996.  The court  confirmed the Company's  Chapter 11  reorganization
plan on December 22, 1997,  and issued a final decree on September  15, 1998. In
February 1999 three  investors  purchased a controlling  interest in the Company
with the objective of  maximizing  shareholder  value.  The Company is currently
seeking the acquisition of an operating business. The Company is not currently a
party to any  understandings or agreements  regarding an acquisition,  merger or
similar  business  combination or transaction.  The Company was  incorporated in
1953 under the laws of the State of New Jersey.  In September  2000, the Company
was reorganized  under the laws of the State of Delaware.  Its executive offices
were located in King of Prussia,  Pennsylvania  until  September  2000 when such
offices were relocated to Bedminster, New Jersey.

     In  June  2002  the  Company   committed  to  and   subsequently   invested
approximately  $159,000 in the  drilling of an oil well in Eastern  Montana.  In
December  2002 the  Company  sold  its  interest  in the oil  well for  $146,560
recording  a loss of  approximately  $6,500 on the  sale.  In  January  2003 the
proceeds from the sale were collected.

     General  and  administrative  expenses  were  $21,226  and  $16,031 for the
quarters ended June 30, 2004 and 2003, respectively.  General and administrative
expenses for the quarter  ended June 30, 2004  consisted of  management  fees of
$12,000,  accounting  fees of $3,900,  stockholders  expenses  of $1,520 and all
other office expenses of $3,806.  In the quarter ended June 30, 2003 general and
administrative expenses consisted of management fees of $12,000, accounting fees
of $2,000,  stockholders  expenses of $1,524,  and all other office  expenses of
$507.






                                       8

<PAGE>





     For the six months ended June 30, 2004 and 2003, general and administrative
expenses  were $40,127 and  $34,121,  respectively.  General and  administrative
expenses for the six months ended June 30, 2004 consisted of management  fees of
$24,000,  accounting fees of $5,900, stockholders expenses of $3,188, legal fees
of $1,137 and all other office expenses of $5,902.  In the six months ended June
30, 2003 general and  administrative  expenses  consisted of management  fees of
$24,000,  accounting fees of $4,000, stockholders expenses of $3,326, legal fees
of 1,132, and all other office expenses of $1,663.

Liquidity and Capital Resources
===============================

     At June 30, 2004 the Company had cash and cash equivalents  (U.S.  Treasury
Bills with  original  maturities  of ninety  days or less) of  $32,035.  Working
capital at June 30, 2004 was $27,203.  Additional financing will be required for
the  Company's  current  business  activities  and for the costs of  seeking  an
acquisition  of an operating  business.  The  Company's  Board of Directors  has
authorized  the issuance of additional  shares of the Company's  common stock to
provide the required liquidity. The number of shares and price per share will be
determined at the time of issuance. The Company has been informed by its largest
shareholder,  Asset  Value  Fund  Limited  Partnership,  that it would  purchase
sufficient shares to provide the required funding.

     Net cash used in  operations  was $48,693  during the six months ended June
30, 2004,  principally  due to the net loss.  For the period ended June 30, 2003
cash provided by operations of $104,086 was principally due to the collection of
the  receivable  from the  sale of the  Company's  investment  in  unproved  oil
producing activities offset by the net loss from operations.

Item 3  -  CONTROLS AND PROCEDURES
======     =======================

     As of the end of the period  covered by this  report,  the Company  carried
out,  under  the  supervision  and  with  the  participation  of  the  Company's
management,  including its Chief Executive Officer and Chief Financial  Officer,
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the  Securities  Exchange  Act of 1934).  Based upon and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls over  financial  reporting (as defined in Rule  13a-15(f) and
15d-15(f)  under the  Securities  Exchange Act of 1934) during the quarter ended
June 30,  2004  that  have  materially  affected  or are  reasonably  likely  to
materially  affect the  Company's  internal  controls over  financial  reporting
evaluation.







                                       9
<PAGE>





PART II  -  OTHER INFORMATION
=======     =================

Item 6  -  EXHIBITS AND REPORTS ON FORM 8-K
------     --------------------------------

(a)        Exhibits
           ========

           31.1   Certification pursuant to Section 302 of the Sarbanes-
                  Oxley Act of 2002

           31.2   Certification pursuant to Section 302 of the Sarbanes-
                  Oxley Act of 2002

           32     Certification pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002

(b)       Reports on Form 8-K
          ===================

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































                                       10

<PAGE>




                                   SIGNATURES



     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           GENERAL DEVICES, INC.



Dated: August ___, 2004                    By: /s/ John W. Galuchie, Jr.
                                               -------------------------
                                               John W. Galuchie, Jr.
                                               Chairman









































                                       11
<PAGE>






                                                                   EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, John W. Galuchie, Jr., certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of General  Devices,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

August __ , 2004                                       /s/ John W. Galuchie, Jr.
                                                       -------------------------
                                                       John W. Galuchie, Jr.
                                                       Chief Executive Officer



<PAGE>





                                                                    EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Sue Ann Merrill, certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of General  Devices.
     Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record,  process,  summarize and report financial information;  and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

 August __, 2004
                                                       /s/  Sue Ann Merrill
                                                       =========================
                                                       Sue Ann Merrill
                                                       (Principal Accounting and
                                                        Financial Officer)

<PAGE>


                                                                      Exhibit 32

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection Act of 2002 (18 U.S.C. 1350, as adopted),  John W. Galuchie, Jr., the
Chairman of General  Devices,  Inc., (the "Company"),  and Sue Ann Merrill,  the
Chief  Financial  Officer,  Treasurer  and  Secretary of the Company each hereby
certifies  that,  to the best of their  knowledge:

          1.   The  Company's  Quarterly  Report on Form  10-QSB  for the period
               ended June 30, 2004, to which this  Certification  is attached as
               Exhibit  32 (the  "Periodic  Report"),  fully  complies  with the
               requirements  of Section 13(a) or Section 15(d) of the Securities
               Exchange Act of 1934, as amended;

          and

          2.   The information contained in the Periodic Report fairly presents,
               in all material respects,  the financial condition and results of
               operations of the Company.



 Dated:  June 30, 2004


/s/ John W. Galuchie, Jr.
=========================
John W. Galuchie, Jr.
Chairman



/s/ Sue Ann Merrill
=========================
Sue Ann Merrill
Chief Financial Officer,
Treasurer and Secretary