SCHEDULE 14A
                                 (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.1)

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                      Universal Security Instruments, Inc.
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                (Name of Registrant as Specified in Its Charter)

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                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                             7-A GWYNNS MILL COURT
                          OWINGS MILLS, MARYLAND 21117



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                   TO BE HELD
                                OCTOBER 5, 2004


To the Shareholders of Universal Security Instruments, Inc.:

     The Annual Meeting of Shareholders of Universal Security Instruments, Inc.,
a Maryland  corporation  (the  "Company") will be held at Marriott's Hunt Valley
Inn, 245 Shawan Road, Hunt Valley, Maryland, on Tuesday, October 5, 2004 at 9:00
a.m., local time, for the following purposes:

     1.   To elect  two  directors  to serve for until  the  Annual  Meeting  of
          Shareholders  to be held in 2007 and until their  successors  are duly
          elected and qualify;

     2.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournments or postponements thereof.

     The Board of Directors  has fixed August 6, 2004 as the record date for the
determination  of  shareholders  entitled  to  notice  of,  and to vote at,  the
meeting.


                                       By Order of the Board of Directors


                                       Harvey B. Grossblatt
                                       Secretary

Owings Mills, Maryland
August 30, 2004



                       IMPORTANT - YOUR PROXY IS ENCLOSED

     WHETHER OR NOT YOU EXPECT TO ATTEND THE  MEETING,  PLEASE  COMPLETE,  DATE,
SIGN,  AND MAIL THE  ACCOMPANYING  FORM OF PROXY TO THE  COMPANY AS  PROMPTLY AS
POSSIBLE IN THE  ENCLOSED  ENVELOPE.  NO POSTAGE IS REQUIRED  FOR MAILING IN THE
UNITED STATES.




                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                             7-A GWYNNS MILL COURT
                          OWINGS MILLS, MARYLAND 21117
                                 (410) 363-3000


                                PROXY STATEMENT

     The accompanying  proxy is solicited by the Board of Directors of Universal
Security  Instruments,   Inc.,  a  Maryland  corporation  (the  "Company"),   in
connection  with the  Annual  Meeting  of  Shareholders  to be held on  Tuesday,
October  5, 2004,  or at any  adjournments  or  postponements  thereof,  for the
purposes  set  forth in the  accompanying  notice of the  meeting.  The Board of
Directors  has fixed the close of  business on August 6, 2004 as the record date
(the "Record Date") for the determination of shareholders entitled to notice of,
and to vote at, the  meeting.  On that date,  there were  outstanding  1,580,729
shares of the Company's Common Stock par value $.01 per share (the "Shares").

     Each record holder of Shares on the Record Date is entitled to one vote for
each  Share held on all  matters  to come  before  the  meeting,  including  the
election  of  directors.  Shares  may  be  voted  in  person  or by  proxy.  The
accompanying  proxy may be revoked by the person  giving it at any time prior to
its being voted by filing a written notice of such revocation with the Secretary
of the Company,  by executing a proxy  bearing a later date or by attending  the
meeting and voting in person.


                              BENEFICIAL OWNERSHIP

     The  following  table  reflects the names and addresses of the only persons
known to the  Company  to be the  beneficial  owners of 5% or more of the Shares
outstanding  as of the Record  Date.  For  purposes  of  calculating  beneficial
ownership,  Rule  13d-3  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act") requires  inclusion of Shares that may be acquired within sixty
days of the Record Date.  Unless  otherwise  indicated in the  footnotes to this
table,  beneficial  ownership of shares  represents  sole voting and  investment
power with respect to those Shares.

  Name and Address              Shares Beneficially                    Percent
of Beneficial Owner                    Owned                          of Class
-------------------             -------------------                   --------


Stephen Knepper                     175,121(1)                          10.8%
7-A Gwynns Mill Court
Owings Mills, MD 21117


Ronald S. Lazarus                   156,999(2)                           9.5%
7-A Gwynns Mill Court
Owings Mills, MD 21117

Harvey B. Grossblatt                110,610(3)                           6.6%
7-A Gwynns Mill Court
Owings Mills, MD 21117

Michael Kovens                      339,930                             21.5%
6 Regency Court
Baltimore, MD 21208

----------------------------


(1)  Mr. Knepper passed away suddenly on August 4, 2004.  Includes 46,666 shares
     which Mr.  Knepper had the right to acquire  through the  exercise of stock
     options and 2,893  shares  held by a trust in which Mr.  Knepper has voting
     control.


(2)  Includes 8,750 shares owned jointly by Mr. Lazarus and his wife, and 65,332
     shares which Mr.  Lazarus  presently  has the right to acquire  through the
     exercise of stock options.

(3)  Includes  92,581  shares which Mr.  Grossblatt  presently  has the right to
     acquire through the exercise of stock options.




                                       3


                             ELECTION OF DIRECTORS


     The Board of Directors currently consists of four directors.  The Company's
directors  are divided  into three  classes and elected for terms of three years
each and until their successors are elected and qualify. The Board has nominated
Cary Luskin and Howard  Silverman,  Ph.D.  for election as directors at the 2004
Annual Meeting to serve for terms of three years each and until their successors
are elected and qualify.  A quorum for the Annual Meeting consists of a majority
of the issued and outstanding  Shares present in person or by proxy and entitled
to vote.  Under Maryland law, unless a  corporation's  charter or bylaws provide
otherwise,  directors  are elected by a plurality of all votes cast at a meeting
at which a quorum is present.  The Company's Bylaws provide that the affirmative
vote of a majority of the Shares issued and  outstanding and entitled to vote is
necessary  for the election of directors.  If no nominee  receives the requisite
vote,  Mr. Luskin and Dr.  Silverman  will continue to serve as directors  until
their  successors  are duly elected and qualify.  Consequently,  withholding  of
votes, abstentions and broker non-votes with respect to Shares otherwise present
at the  Annual  Meeting  in  person or by proxy  will have the  effect of a vote
withheld.


     Unless  contrary  instruction  is given,  the persons  named in the proxies
solicited by the Board of  Directors  will vote each such proxy for the election
of the named nominee.  If the nominee is unable to serve, the shares represented
by all properly  executed  proxies which have not been revoked will be voted for
the election of such  substitute  as the Board of Directors may recommend or the
Board of Directors may reduce the size of the Board to eliminate the vacancy. At
this time, the Board does not anticipate that the nominee will be unavailable to
serve.

     The  following  table sets  forth,  for the  nominees  and each  continuing
director,  his  name,  age as of the  Record  Date,  the year he first  became a
director of the Company,  the  expiration of his current term,  and whether such
individual has been  determined by the Board to be  "independent"  as defined in
Section 121A of the American Stock Exchange  (Amex) Company Guide.  There are no
known  arrangements  or  understandings  between  any  director  or nominee  for
director of the Company and any other person  pursuant to which such director or
nominee has been selected as a director or nominee.



                                                  Director      Current Term
     Name                             Age          Since          to Expire       Independent
     ----                             ---         --------      ------------      -----------

   Board Nominees for Term to Expire in 2007

                                                            
   Cary Luskin                        47           2002              2004             Yes
   Howard Silverman, Ph.D.            62           2002              2004             Yes


   Directors Continuing in Office
   Harvey B. Grossblatt               58           1996              2005              No
   Ronald A. Seff, M.D.               56           2002              2006             Yes



Presented  below is certain  information  concerning  the nominees and directors
continuing in office.  Unless otherwise stated,  all directors and nominees have
held the positions indicated for at least the past five years.

     Cary Luskin has been in the retail  electronic  business since 1978.  Since
1998,  Mr. Luskin has been  President of The Big Screen Store,  Inc., a chain of
large-screen television retail stores.

     Howard  Silverman,  Ph.D.  has been in the mental  health field for over 30
years.  From 1990 to 2001, Dr.  Silverman was Vice President of Magellan  Health
Service, and since 2001 he has served as a consultant in the field.


     Harvey B. Grossblatt has been Chief Financial  Officer of the Company since
1983,  Secretary  and  Treasurer  of the Company  since 1988,  President  of the
Company since 1996, and Chief Operating Officer of the Company since April 2003.

     Ronald A. Seff,  M.D.  has been in the private  practice  of  ophthalmology
since 1977.  From 1977 until 1998,  Dr. Seff  practiced  with,  and was a senior
executive of, a large medical practice with four offices in Maryland.



                                       4


                              CORPORATE GOVERNANCE

     The  Board of  Directors  periodically  reviews  its  corporate  governance
policies and  procedures to ensure that the Company meets the highest  standards
of  ethical  conduct,  reports  results  with  accuracy  and  transparency,  and
maintains full compliance with the laws, rules and regulations  which govern the
Company's operations.

Meetings and Committees of the Board of Directors


     Board of Directors.  Prior to Mr. Knepper's  passing on August 4, 2004, the
Board of Directors consisted of five members. During the fiscal year ended March
31, 2004, the Board met five times.  No incumbent  director  attended fewer than
75% of the total  number of  meetings of the Board of  Directors  of the Company
held during the year and the total number of meetings held by all  committees on
which the director served during such year. Board members are expected to attend
the Annual Meeting of  Shareholders,  and all incumbent  directors  attended the
2003 Annual Meeting of Shareholders.


     Audit  Committee.  The Audit  Committee  operates  under a written  charter
adopted in July 2003.  The Audit  Committee  is appointed by the Board to assist
the Board in its duty to oversee the Company's  accounting,  financial reporting
and  internal  control  functions  and  the  audit  of the  Company's  financial
statements.  The  Committee's  responsibilities  include,  among others,  direct
responsibility  for hiring,  firing,  overseeing the work of and determining the
compensation for the Company's independent auditors,  who report directly to the
Audit Committee.  The members of the Audit Committee are Mr. Luskin  (Chairman),
Dr. Seff and Dr. Silverman., none of whom is an employee of the Company and each
of  whom  is  independent  under  existing  Amex  and  Securities  and  Exchange
Commission  (SEC)  requirements.  The Board has examined the SEC's definition of
"audit committee financial expert" and determined that Mr. Luskin satisfies this
definition.  Accordingly,  Mr.  Luskin has been  designated  by the Board as the
Company's audit committee  financial expert.  During the fiscal year ended March
31, 2004, the Audit Committee met four times.

     Nominations.  The  Company's  full Board of Directors  acts as a nominating
committee  for the annual  selection of its nominees for election as  directors.
The Board of Directors  held one meeting during the 2004 fiscal year in order to
make  nominations  for  directors.  The  Board of  Directors  believes  that the
interests of the Company's shareholders are served by relegating the nominations
process  to  the  full  Board,  the  majority  of  which  are  independent  from
management.  While the Board of Directors will consider nominees  recommended by
shareholders,  it has not actively solicited  recommendations from the Company's
shareholders for nominees,  nor established any procedures for this purpose.  In
considering  prospective  nominees,  the Board of  Directors  will  consider the
prospect's  relevant  financial  and  business  experience,  the  integrity  and
dedication of the prospect,  his  independence and other factors the Board deems
relevant.  The Board of  Directors  will  apply the same  criteria  to  nominees
recommended by shareholders as those recommended by the full Board.  Nominations
for director may be made by shareholders,  provided such nominations comply with
certain timing and informational requirements set forth in the Company's Bylaws.
See "Other Matters" elsewhere in this Proxy Statement.

     Compensation  Committee.  In the fiscal  year  ended  March 31,  2004,  the
Company  did not  have  any  standing  compensation  committee  of the  Board of
Directors,  or committee performing similar functions.  Effective April 1, 2004,
the Board created a Compensation Committee,  the membership of which consists of
Mr. Luskin (Chairman),  Dr. Seff and Dr. Silverman,  none of whom is an employee
of the  Company  and each of whom is  independent  under  existing  Amex and SEC
requirements.   The  Compensation   Committee  is  charged  with  reviewing  and
determining  the  compensation  of the  Chief  Executive  Officer  and the other
executive officers of the Company.

Director Compensation

     During the Company's  fiscal year ended March 31, 2004, those directors who
were employed by the Company received no additional  compensation for serving as
a director. Directors are eligible to participate in the Company's Non-Qualified
Stock Option Plan.  During the Company's  fiscal year ended March 31, 2004,  the
Company paid to each of Mr. Luskin,  Dr.  Silverman,  and Dr. Seff a $10,000 fee
for annual  service as a director,  payable in cash or Shares  (computed  at the
closing price as reported by the Amex on the date of the payment).

Code of Ethics

     The  Company  has  adopted a Code of  Business  Conduct  and Ethics that is
designed to promote the highest  standards of ethical  conduct by the  Company's
directors, executive officers and employees.



                                       5


Communications with the Board

     Any shareholder desiring to contact the Board, or any specific director(s),
may send written  communications to: Board of Directors (Attention:  (Name(s) of
director(s),  as  applicable)),  c/o the  Company's  Secretary,  7-A Gwynns Mill
Court, Owings Mills,  Maryland 21117. Any proper  communication so received will
be processed by the Secretary.  If it is unclear from the communication received
whether it was  intended  or  appropriate  for the  Board,  the  Secretary  will
(subject  to  any  applicable  regulatory  requirements)  use  his  judgment  to
determine  whether  such  communication  should be  conveyed to the Board or, as
appropriate, to the member(s) of the Board named in the communication.


              INFORMATION REGARDING SHARE OWNERSHIP OF MANAGEMENT

     The following table sets forth  information  with respect to the beneficial
ownership of the Shares as of the Record Date by (i) each  executive  officer of
the Company named in the Summary  Compensation  Table included elsewhere in this
Proxy  Statement,  (ii) each current director and each nominee for election as a
director  and (iii) all  directors  and  executive  officers of the Company as a
group.  For  purposes of  calculating  beneficial  ownership,  Rule 13d-3 of the
Exchange Act requires inclusion of Shares that may be acquired within sixty days
of the Record Date.  Unless otherwise  indicated in the footnotes to this table,
beneficial  ownership of shares represents sole voting and investment power with
respect to those Shares.




     Name of Beneficial Owner                Shares Beneficially Owned   Percent of  Class
     -----------------------------------     -------------------------   -----------------
                                                                      
     Stephen C. Knepper (1)                           175,121                  10.8%
     Harvey B. Grossblatt (2)                         110,610                   6.6%
     Cary Luskin (3)                                   44,312                   2.8%
     Ronald A. Seff, M.D. (3)                          59,352                   3.7%
     Howard Silverman, Ph.D. (4)                       11,555                   0.7%
     All directors and executive officers
     as a group (5 persons) (5)                       400,950                  23.1%
     --------------------



     (1)  See footnote 1 under "Beneficial Ownership".

     (2)  See footnote 3 under "Beneficial Ownership".

     (3)  Includes  3,333 shares  which each of Mr.  Luskin and Dr. Seff has the
          right to acquire  through the exercise of stock options.

     (4)  Includes 6,666 shares which Dr.  Silverman  presently has the right to
          acquire through the exercise of stock options.

     (5)  See footnote 1-3 under "Beneficial Ownership".

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Exchange Act requires that the Company's directors and
executive  officers  and each  person  who owns more  than 10% of the  Company's
Shares,  file  with  the SEC an  initial  report  of  beneficial  ownership  and
subsequent  reports of changes in  beneficial  ownership  of the Shares.  To the
Company's knowledge,  based solely upon the review of the copies of such reports
furnished to us, all of these reporting  persons complied with the Section 16(a)
filing  requirements  applicable to them with respect to transactions during the
fiscal year ended March 31, 2004.


                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table reflects,  with respect to the Chief Executive  Officer
and each  executive  officer of the Company whose annual  compensation  exceeded
$100,000 in the fiscal year ended March 31, 2004, the aggregate  amounts paid to
or  accrued  for  such  officers  as  compensation  for  their  services  in all
capacities during the fiscal years ended March 31, 2004, 2003 and 2002:

                                       6



                                             Annual Compensation                Long-Term Compensation
                                             -------------------                ----------------------

        Name and                                                  Other Annual                        All Other
   Principal Position        Year         Salary       Bonus      Compensation        Options       Compensation
   ------------------        ----         ------       -----      ------------        -------       ------------

                                                                                 
Stephen C. Knepper(1)        2004        $ 99,937     $ 84,000          0                0            $16,406(3)
Chairman and Chief           2003        $ 97,832     $110,219     $22,271(2)          35,000         $15,024(3)
Executive Officer            2002        $ 87,676     $ 13,081     $17,503(2)          42,500         $12,762(3)

Harvey B. Grossblatt         2004        $180,752     $ 84,000          0                0            $17,592(4)
President and Chief          2003        $123,928     $120,219          0              20,000         $15,655(4)
Financial Officer            2002        $128,849     $ 13,081          0              47,750         $15,261(4)
----------------------------------



(1)  Mr. Knepper served as Chairman and Chief Executive Officer from October 23,
     2001 until his passing on August 4, 2004.

(2)  Includes an automobile allowance of $12,000 for the fiscal year ended March
     31, 2003 reimbursement of medical expenses in the amount of $11,292 for the
     fiscal year ended March 31, 2002.
(3)  Represents:  payment of term life insurance premiums in the amount of $726,
     $1,624 and $1,012 for the fiscal years ended March 31, 2004, 2003 and 2002,
     respectively;  and Company  contributions on behalf of the named officer to
     the  Company's  401(k)  Plan in the amount of $14,295  and  $12,650 for the
     fiscal years ended March 31, 2004 and 2003, respectively.
(4)  Represents:  payment  of term  life  insurance  premiums  in the  amount of
     $1,153,  $2,255 and $2,761for  the fiscal years ended March 31, 2004,  2003
     and 2002,  respectively;  and Company  contributions on behalf of the named
     officer to the  Company's  401(k) Plan in the amount of $14,295 and $12,650
     for the fiscal years ended March 31, 2004 and 2003, respectively.

Option Grants in Last Fiscal Year

     No stock options were granted during the Company's  fiscal year ended March
31, 2004 to the executive officers named in the Summary Compensation Table.

Aggregated  Option  Exercises  in Last  Fiscal  Year and Fiscal  Year End Option
Values

     The following table sets forth, for each of the executive officers named in
the Summary  Compensation  Table,  information  with  respect to the exercise of
stock options during the Company's fiscal year ended March 31, 2004 and holdings
of unexercised options at the end of the fiscal year:



                             Shares
                            Acquired                     Number of Unexercised      Value of Unexercised
                               in          Value            Options/SARs          in-the-Money Options/SARs
             Name           Exercise      Realized        at Fiscal Year End      at Fiscal Year End ($)(1)
             ----           --------      --------       ---------------------    -------------------------
                                                      Exercisable Unexercisable  Exercisable   Unexercisable
                                                      ----------- -------------  -----------   -------------
                                                                         
Stephen C. Knepper(1)          --            --         46,666          --        $ 451,927          --
Harvey B. Grossblatt           --            --         95,581        4,417       $1,186,888      $56,626
---------------------------


(1)  Based on the excess of (i) the aggregate market value (closing price on the
     American Stock  Exchange) of the  underlying  shares on March 31, 2004 over
     (ii) the aggregate exercise price of the options.

Executive Employment Agreements

     Harvey  Grossblatt  entered into an employment  agreement  with the Company
effective April 1, 2002. The employment  agreement  provides that Mr. Grossblatt
is employed for a term ending June 30, 2005 at an initial base annual  salary of
$122,500,  subject to  automatic  annual  cost of living  increases  and further
subject to increases in the Board's discretion.  Additionally, Mr. Grossblatt is
entitled to bonus  compensation for each fiscal year of the Company in which the
Company earned pre-tax net income of at least $100,000, in an amount equal to 5%
of pre-tax net income up to $1,000,000, 4% of pre-tax net income over $1,000,000
up to $2,000,000, 3% of pre-tax net income over $2,000,000 up to $3,000,000, and
1% of pre-tax net income over $3,000,000.

     Effective April 1, 2003, Mr. Grossblatt's  Employment Agreement was amended
to:  (i) extend the term until July 31,  2008;  (ii)  increase  the annual  base
salary to $180,000 subject to automatic annual cost of living increases up to 4%
and further subject to increases in the Board's  discretion;  and (iii) revising
the annual bonus  compensation  to provide that the bonus is paid on pre-tax net
income  in excess of an  amount  equal to 8% of  shareholders'  equity as of the
start of the fiscal year, as follows: 3% of all (after the 8% threshold) pre-tax


                                       7


net income up to $1 million,  4% of pre-tax net income from $1-$2 million, 5% of
pre-tax  net income  from $2-$3  million,  6% of pre-tax  net income  from $3-$4
million, 7% of pre-tax net income over $4 million.

     Under the Employment  Agreement,  Mr. Grossblatt has been granted an option
to purchase  20,000  shares of common  stock at an  exercise  price of $4.50 per
share  pursuant to the Company's  Non-Qualified  Stock Option Plan,  and is also
entitled  to  life,   health  and   disability   insurance   benefits,   medical
reimbursement,   automobile   allowance,   and  Company  paid   retirement  plan
contributions.

     If the  employment  agreement is  terminated  by the Company other than for
cause or Mr.  Grossblatt's  death or disability,  Mr.  Grossblatt is entitled to
receive a lump sum payment equal to Mr. Grossblatt's base salary for the balance
of the  employment  agreement's  term plus the amount of Mr.  Grossblatt's  last
bonus and an  additional  lump sum  payment  payable on the date the term of the
employment agreement would have expired equal to two times Mr. Grossblatt's base
salary for the last 12 months plus the amount of Mr. Grossblatt's last bonus. In
addition,  Mr.  Grossblatt would be entitled to receive the health insurance and
medical reimbursement benefits for the balance of the term and a period of three
years thereafter.

     If Mr. Grossblatt's  employment is terminated  following or in anticipation
of a "change of  control" of the  Company,  Mr.  Grossblatt  will be entitled to
receive a lump sum payment equal to Mr. Grossblatt's base salary for the balance
of the  employment  agreement's  term and the  amount of Mr.  Grossblatt's  last
bonus, plus an amount equal to three times Mr.  Grossblatt's base salary for the
last 12 months and the amount of Mr.  Grossblatt's  last bonus,  limited to 2.99
times Mr.  Grossblatt's  average  annual taxable  compensation  from the Company
which is included in his gross income for the five taxable  years of the Company
ending before the date on which the change of control occurs.

     If  the  employment  agreement  is  terminated  by the  Company  due to Mr.
Grossblatt's death or disability,  Mr. Grossblatt (or his estate) is entitled to
the  continuation of the payment of his base salary for the balance of the term,
reduced,  in the event of death, by any individual  life insurance  benefits the
premiums for which are paid for by the Company,  and in the event of disability,
by any group or individual disability income insurance benefits the premiums for
which are paid for by the Company.  In addition,  Mr. Grossblatt (or his estate)
is entitled to the health insurance and medical  reimbursement  benefits for the
longer of the balance of the term or three years  following the date of death or
disability.

     The employment  agreement generally prohibits Mr. Grossblatt from competing
with the Company during the term and during any  subsequent  period during which
he receives compensation from the Company.

Equity Compensation Plan Information

     The  following  table  provides  information,  as of March 31,  2004,  with
respect to all compensation  arrangements  maintained by the Company under which
Shares may be issued:


----------------------------------------------------------------------------------------------------------------------

Plan Category                        Number of securities     Weighted-average exercise      Number of securities
                                       to be issued upon        price of outstanding        remaining available for
                                          exercise of           options, warrants and        future issuance under
                                     outstanding options,              rights              equity compensation plans
                                      warrants and rights                                    (excluding securities
                                                                                           reflected in column (a))
----------------------------------------------------------------------------------------------------------------------
                                              (a)                        (b)                          (c)
----------------------------------------------------------------------------------------------------------------------

Equity compensation plans
                                                                                           
approved by security holders                280,112                     $2.64                       122,232
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders                      0                         0                             0
----------------------------------------------------------------------------------------------------------------------
              Total                         280,112                     $2.64                       122,232
----------------------------------------------------------------------------------------------------------------------



                          REPORT OF THE AUDIT COMMITTEE

     The Audit  Committee has reviewed and discussed with  management the annual
audited financial statements of the Company and its subsidiaries.

     The Audit  Committee has discussed with Grant Thornton LLP, the independent
auditors for the Company for the fiscal year ended March 31,  2004,  the matters
required to be discussed by  Statement  on Auditing  Standards  61. The Board of


                                       8


Directors  has  received  the  written  disclosures  and  the  letter  from  the
independent auditors required by Independent  Standards Board Standard No. 1 and
has  discussed  with  the  independent   auditors  the   independent   auditors'
independence.

     Based on the  foregoing  review  and  discussions,  the Board of  Directors
approved the  inclusion of the audited  financial  statements  in the  Company's
Annual  Report on Form 10-K for the fiscal  year ended March 31, 2004 for filing
with the Securities and Exchange Commission.

                                            THE AUDIT COMMITTEE
                                            Cary Luskin
                                            Howard Silverman, Ph.D.
                                            Ronald A. Seff, M.D.


                         INDEPENDENT PUBLIC ACCOUNTANTS

     The Audit  Committee  has  selected  the firm of Grant  Thornton LLP as the
Company's  independent  public  accountants  for the current fiscal year.  Grant
Thornton LLP has served as the Company's  independent  public  accountants since
1999.  Representatives  of Grant  Thornton LLP are expected to be present at the
meeting,  and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions.

     The following is a  description  of the fees billed to the Company by Grant
Thornton  LLP (the  "Auditor")  during the fiscal years ended March 31, 2004 and
2003:

Audit Fees

     Audit fees  include  fees paid by the Company to the Auditor in  connection
with the annual audit of the Company's  consolidated  financial statements,  and
review of the Company's  interim financial  statements.  Audit fees also include
fees for services performed by the Auditor that are closely related to the audit
and in many cases could only be provided by the Auditor.  Such services  include
consents  related to Securities  and Exchange  Commission  and other  regulatory
filings.  The  aggregate  fees  billed to the  Company by the  Auditor for audit
services  rendered  to the  Company  for the years ended March 31, 2004 and 2003
totaled $78,000 and $69,500, respectively.

Audit Related Fees

     Audit related services include due diligence services related to accounting
consultations,  internal control reviews and employee benefit plan audits. There
were no audit related services provided in either year.

Tax Fees

     Tax fees include corporate tax compliance,  counsel and advisory  services.
The  aggregate  fees  billed to the  Company by the  Auditor for the tax related
services  rendered  to the  Company  for the years ended March 31, 2004 and 2003
totaled $5,500 and $5,500, respectively.

All Other Fees

     For the year ended March 31, 2004,  the Auditor  billed the Company  $6,395
for  research  in  connection  with a proposed  initial  public  offering by the
Company's 50%-owned Hong Kong Joint Venture.

Approval of Independent Auditor Services and Fees

     The  Company's  Audit  Committee  reviews all fees charged by the Company's
independent  auditors,  and actively monitors the relationship between audit and
non-audit services provided.  The Audit Committee must pre-approve all audit and
non-audit  services  provided by the  Company's  independent  auditors  and fees
charged.


                                 OTHER MATTERS

     The  Board of  Directors  is not  aware of any  other  matter  which may be
presented for action at the 2004 Annual Meeting of Shareholders,  but should any
other  matter  requiring  a vote of the  shareholders  arise at the 2004  Annual


                                       9


Meeting,  it is intended that the proxies will be voted with respect  thereto in
accordance  with the best judgment of the person or persons  voting the proxies,
discretionary authority to do so being included in the proxy.

     The cost of soliciting  proxies will be borne by the Company.  Arrangements
will be made with brokerage firms and other custodians, nominees and fiduciaries
to forward solicitation materials to the beneficial owners of the Shares held of
record by such persons, and the Company will reimburse them for their reasonable
out-of-pocket expenses. Officers and directors may also solicit proxies.

     The nominees for directors who receive a majority of the votes  entitled to
be cast for the election of directors at the Annual Meeting will be elected.  In
respect of any other matter,  the affirmative  vote of the holders of a majority
of the Shares entitled to vote on the issue, in person or by proxy, is necessary
to approve the matter.

     As a matter of policy, the Company will accord confidentiality to the votes
of  individual  shareholders,  whether  submitted by proxy or ballot,  except in
limited circumstances,  including any contested election, or as may be necessary
to meet  legal  requirements.  Votes  cast by proxy or in person  at the  Annual
Meeting  will be tabulated  by the Company and will  determine  whether or not a
quorum is  present.  Abstentions  will be treated as shares that are present and
entitled to vote for  purposes of  determining  the  presence of a quorum but as
unvoted for purposes of determining the approval of any matter  submitted to the
shareholders  for a vote.  If a broker  indicates  on the proxy that it does not
have  discretionary  authority  as to  certain  shares  to vote on a  particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.

     Any  shareholder  desiring to present a proposal at the 2005 Annual Meeting
of  Shareholders  and  wishing  to have  that  proposal  included  in the  proxy
statement  for that meeting must submit the same in writing to the  Secretary of
the Company at 7-A Gwynns Mill Court,  Owings Mills,  Maryland 21117, in time to
be received  by May 3, 2005.  In  addition,  if a  shareholder  desires to bring
business  (including  director  nominations)  before the 2005 Annual  Meeting of
Shareholders  that  is not  the  subject  of a  proposal  timely  submitted  for
inclusion in the Company's Proxy Statement,  written notice of such business, as
currently  prescribed in the Company's Bylaws, must be received by the Company's
Secretary between April 3, 2005 and May 3, 2005. For additional requirements,  a
shareholder  should  refer to  Article  I,  Section 8 of the  Company's  Bylaws,
"Advance  Notice of  Stockholder  Nominees for  Director  and Other  Stockholder
Proposals," a copy of which may be obtained from the Company's Secretary or from
the  Company's  SEC  filings.  If the  Company  does not receive  timely  notice
pursuant to the  Bylaws,  the  nomination  or  proposal  will be  excluded  from
consideration at the meeting.

     The persons designated by the Company to vote proxies given by shareholders
in connection  with the Company's 2005 Annual Meeting of  Shareholders  will not
exercise  any  discretionary  voting  authority  granted in such  proxies on any
matter not disclosed in the Company's 2005 proxy statement with respect to which
the  Company  has  received  written  notice no later than July 16,  2005 that a
shareholder (i) intends to present such matter at the 2005 Annual  Meeting,  and
(ii) intends to and does  distribute a proxy statement and proxy card to holders
of  such  percentage  of  the  Shares  required  to  approve  the  matter.  If a
shareholder  fails to provide  evidence that the necessary steps have been taken
to complete a proxy  solicitation  on such matter,  the Company may exercise its
discretionary  voting  authority if it discloses in its 2005 proxy statement the
nature of the proposal and how it intends to exercise its  discretionary  voting
authority.


                                       10


     Shareholders  who do not plan to attend  the  Annual  Meeting  are urged to
complete,  date, sign and return the enclosed proxy in the enclosed envelope, to
which no postage need be affixed if mailed in the United States. Prompt response
is helpful and your cooperation will be appreciated.

                                       By Order of the Board of Directors,


                                       HARVEY B. GROSSBLATT
                                       Secretary

Owings Mills, Maryland
August 30, 2004



     THE COMPANY WILL FURNISH,  WITHOUT  CHARGE,  A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED MARCH 31, 2004, TO EACH  SHAREHOLDER WHO FORWARDS A
WRITTEN  REQUEST TO THE SECRETARY,  UNIVERSAL  SECURITY  INSTRUMENTS,  INC., 7-A
GWYNNS MILL COURT, OWINGS MILLS, MARYLAND 21117.

     To the  extent  the rules and  regulations  adopted  by the SEC state  that
certain  information  included in this Proxy Statement is not deemed "soliciting
material" or "filed" with the SEC or subject to Regulation  14A  promulgated  by
the  SEC  or to  the  liabilities  of  Section  18 of  the  Exchange  Act,  such
information  shall  not be  deemed  incorporated  by  reference  by any  general
statement  incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or under the Exchange Act.


                                       11


                                      PROXY

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                             7-A Gwynns Mill Court
                          Owings Mills, Maryland 21117


     This Proxy is  Solicited  on Behalf of the Board of  Directors of Universal
Security Instruments,  Inc. The undersigned hereby appoints Harvey B. Grossblatt
and  Ronald  A.  Seff,  and each of them,  as  proxies,  each  with the power of
substitution,  to vote as designated  below all of the shares the undersigned is
entitled to vote at the Annual Meeting of  Shareholders to be held at Marriott's
Hunt Valley Inn, 245 Shawan Road, Hunt Valley,  Maryland,  on October 5, 2004 at
9:00 a.m., prevailing local time, and any adjournments or postponements thereof,
and  otherwise  to represent  the  undersigned  at the meeting,  with all powers
possessed by the undersigned if personally present at the meeting.



1.   ELECTION OF  DIRECTORS:  FOR all  nominees  listed  below              []
     (except as set forth to the contrary below)

     WITHHOLD AUTHORITY to vote for all nominees listed below               []

     Cary Luskin
     Howard Silverman, Ph.D.

The terms of the elected  Directors  expire at the 2007 annual  meeting and when
their successors are elected and qualify.

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name on the space provided below.)

-------------------------------------------------------------


2.   In their  discretion,  the  proxies are  authorized  to vote upon any other
     business which properly  comes before the meeting and any  adjournments  or
     postponements thereof.






                          [REVERSE SIDE OF PROXY CARD]

This proxy, when properly executed,  will be voted in the manner directed hereby
by the  undersigned  shareholders.  If no direction is made,  this proxy will be
voted in favor of all  nominees  and in the  discretion  of the proxies upon any
other business which properly comes before the meeting.

Please sign  exactly as your name  appears on your proxy  card.  When shares are
held by joint  tenants,  both should sign.  When signing as attorney,  executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation,  please  sign in full  corporate  name by the  President  or  other
authorized  officer.  If a partnership,  please sign in  partnership  name by an
authorized person.

                                              PLEASE MARK, SIGN, DATE AND MAIL
                                              THE CARD IN THE ENCLOSED ENVELOPE.


DATED: __________________________, 2004
Signature______________________________


DATED: __________________________, 2004
Signature______________________________