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 September 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 October 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
                               September 30, 2004
                                   (UNAUDITED)




ASSETS
------
Current assets:
  Cash                                                   $  15,652
  Prepaid expenses                                             889
  Other assets                                                 500
                                                         ---------
      Total current assets                               $  17,041
                                                         =========


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

Current liabilities:
  Accounts payable and accrued liabilities              $  11,108
                                                        ---------
      Total current liabilities                            11,108
                                                        ---------

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                                  (2,376,898)
                                                        ---------
      Total stockholders' equity                            5,933
                                                        ---------
      Total liabilities and stockholders' equity        $  17,041
                                                        =========












     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>






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





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

Revenues:
  Interest income                                 $       3     $     204

Expenses:
  General and administrative                         21,272        21,409
                                                  ---------     ---------

Net loss                                         ($  21,269)   ($  21,205)
                                                  =========     =========

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 condensed consolidated financial statements.

                                       3
<PAGE>






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





                                                      Nine Months Ended
                                                         September 30,
                                                    ---------------------
                                                      2004         2003
                                                    --------     --------

Revenues:
  Interest income                                  $      82    $     733

Expenses:
  General and administrative                          61,400       55,529
                                                   ---------    ---------

Net loss                                          ($  61,318)  ($  54,796)
                                                   =========    =========

Basic and diluted net loss per share              ($     .03)($       .02)
                                                   =========    =========
Weighted average number of
  shares outstanding                               2,347,922    2,347,922
                                                   =========    =========




























     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>






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




                                                      Nine Months Ended
                                                         September 30,
                                                    ---------------------
                                                      2004         2003
                                                    ---------    --------

Cash flows from operating activities:
  Net loss                                        ($ 61,318)    ($ 54,796)
  Change in prepaid expenses and other assets     (     332)    (     866)
  Collection of receivable from sale of
    investment in unproved oil producing
      activities                                          -       146,560
  Change in accounts payable and
    accrued liabilities                           (   3,426)    (     540)
                                                   --------      --------
Net cash provided by (used in) operating
  activities                                      (  65,076)       90,358


Cash and cash equivalents at beginning of period     80,728        14,032
                                                   --------      --------
Cash and cash equivalents at end of period         $ 15,652      $104,390
                                                   ========      ========


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























     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>






                      GENERAL DEVICES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 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 September 30, 2004
and for the three and nine months ended  September 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
condensed  consolidated  financial statements should be read in conjunction with
the condensed  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 nine months ended September 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.

4.  Related Party Transactions
    -------------------------

     A management fee of $4,000 per month is paid to an affiliate for management
services  performed on behalf of the company.  These services include  corporate
governance, financial management and accounting services.






































                                       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  $21,272  and  $21,409 for the
quarters  ended  September  30,  2004  and  2003,   respectively.   General  and
administrative  expenses for the quarter ended  September 30, 2004  consisted of
management fees of $12,000,  accounting fees of $3,600, stockholders expenses of
$1,946 and all other office  expenses of $3,726.  In the quarter ended September
30, 2003 general and  administrative  expenses  consisted of management  fees of
$12,000,  accounting fees of $6,900,  stockholders  expenses of $1,910,  and all
other office expenses of $599.






                                       8
<PAGE>





     For the nine  months  ended  September  30,  2004  and  2003,  general  and
administrative  expenses  were  $61,400 and $55,529,  respectively.  General and
administrative  expenses for the nine months ended  September 30, 2004 consisted
of management fees of $36,000,  accounting fees of $9,500, stockholders expenses
of $5,134,  legal fees of $1,137 and all other office expenses of $9,629. In the
nine months  ended  September  30,  2003  general  and  administrative  expenses
consisted  of  management   fees  of  $36,000,   accounting   fees  of  $10,900,
stockholders  expenses  of  $5,236,  legal  fees of $902,  and all other  office
expenses of $2,491.

Liquidity and Capital Resources
-------------------------------

     At September 30, 2004 the Company had cash of $15,652.  Working  capital at
September  30, 2004 was $5,933.  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  $65,076  during  the nine  months  ended
September  30,  2004,  principally  due to the net loss.  For the  period  ended
September 30, 2003 cash provided by operations of $90,358 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
September 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: November 12, 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.

November  12, 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.


  November  12, 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
          September 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:  November  12, 2004




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



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