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

                                  FORM 10-K/A

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended March 31, 2004 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .

                         Commission file number: 0-7885

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
             (Exact name of registrant as specified in its charter)

           MARYLAND                                         52-0898545
---------------------------------------            -----------------------------
     (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                      Identification No.)

7-A Gwynns Mill Court Owings Mills, Maryland                  21117
--------------------------------------------       -----------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code        (410) 363-3000

           Securities registered pursuant to Section 12(b) of the Act:

Title of Class                         Name of Each Exchange on Which Registered
--------------                         -----------------------------------------
Common Stock, $0.01 par value                  American Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive  proxy or information  statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act. Yes     No X
                                              ---    ---

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of June 18, 2004 was $18,938,509.

The  number  of  shares  of common  stock  outstanding  as of June 18,  2004 was
1,576,895.

                       DOCUMENTS INCORPORATED BY REFERENCE

To the extent specified,  Part III of this Form 10-K incorporates information by
reference to the  Registrant's  definitive  proxy  statement for its 2004 Annual
Meeting of Shareholders (to be filed).




The Registrant  hereby amends its Annual Report on Form 10-K for the fiscal year
ended March 31, 2004,  which was filed with the  Commission on July 14, 2004, to
include Exhibit 14.

                                    PART IV
                                    -------

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--------  ---------------------------------------------------------------

(a) 3.  Exhibits required to be filed by Item 601 of Regulation S-K.

Exhibit No.
-----------
14       Code of Ethics*
31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1     Section 1350 Certifications*
*Filed herewith



                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Amendment  to be signed on its behalf by the
undersigned, thereto duly authorized.

Date:  July 22, 2003                        UNIVERSAL SECURITY INSTRUMENTS, INC.


                                            By:    /s/ Harvey B. Grossblatt
                                               ---------------------------------
                                               Harvey B. Grossblatt, President




                                       2


                                                                     EXHIBIT 14
                                                                     ----------


                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                      CODE OF BUSINESS CONDUCT AND ETHICS

     The Board of directors of UNIVERSAL  SECURITY  INSTRUMENTS,  INC. (with its
subsidiaries,  the  "Company")  has adopted  this Code of  Business  Conduct and
Ethics ("Code") to:

     o    Promote  honest and ethical  conduct,  including  fair dealing and the
          ethical handling of conflicts of interest;

     o    Promote full, fair, accurate, timely and understandable disclosure;

     o    Promote  compliance with applicable  laws and  governmental  rules and
          regulations;

     o    Ensure the protection of the Company's  legitimate business interests,
          including   corporate    opportunities,    assets   and   confidential
          information; and

     o    Deter wrongdoing.

     All  directors,  officers  and  employees of the Company are expected to be
familiar  with the Code and to adhere to those  principles  and  procedures  set
forth in the Code that apply to them.  This Code is meant to address the general
ethical   requirements  of  business  conducted  by  the  Company,  but  is  not
all-inclusive.  Particular  areas of conduct,  such as harassment,  confidential
employee complaints, and other conduct which affects the workplace are addressed
separately in other Company policies included in the Company's Employee Manual.

     For  purposes  of this  Code,  the "Code of Ethics  Contact  Person" is the
President and Chief Operating Officer.

     From time to time, the Company may waive some  provisions of this Code. Any
waiver of the Code for  executive  officers or  directors  of the Company may be
made only by the Board of Directors  and must be promptly  disclosed as required
by SEC or American Stock Exchange  rules.  Any waiver for other employees may be
made only by the President and Chief Operating Officer.

I.   HONEST AND CANDID CONDUCT

     Each director,  officer and employee owes a duty to the Company to act with
integrity.  Integrity  requires,  among other  things,  being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.

     Each director, officer and employee must:

     o    Act with  integrity,  including  being  honest and candid  while still
          maintaining  the  confidentiality  of  information  where  required or
          consistent with the Company's policies.

     o    Observe  both the form and spirit of laws and  governmental  rules and
          regulations, accounting standards and Company policies.

     o    Adhere to a high standard of business ethics.

II.  CONFLICTS OF INTEREST

     A "conflict  of  interest"  occurs when an  individual's  private  interest
interferes or appears to interfere with the interests of the Company. A conflict
of interest can arise when a director,  officer or employee takes actions or has
interests  that  may  make it  difficult  to  perform  his or her  Company  work
objectively and effectively.  For example, a conflict of interest would arise if
a director,  officer or  employee,  or a member of his or her  family,  receives
improper  personal  benefits as a result of his or her  position in the Company.


                                       1


Any material  transaction or relationship  that could  reasonably be expected to
give rise to a conflict of interest  should be discussed with the Code of Ethics
Contact Person.

     Service to the Company  should never be  subordinated  to personal gain and
advantage. Conflicts of interest should, wherever possible be avoided.

     In particular,  clear conflict of interest situations  involving directors,
executive officers and other employees who occupy  supervisory  positions or who
have discretionary authority in dealing with any third party specified below may
include the following:

     o    Any significant ownership interest in any supplier or customer;

     o    Any consulting or employment relationship with any customer,  supplier
          or competitor;

     o    Any outside  business  activity  that  detracts  from an  individual's
          ability  to  devote  appropriate  time  and  attention  to  his or her
          responsibilities with the Company;

     o    The receipt of non-nominal gifts or excessive  entertainment  from any
          company  with which the Company has  current or  prospective  business
          dealings;

     o    Being  in  the  position  of  supervising,  reviewing  or  having  any
          influence  on the job  evaluation,  pay or  benefit  of any  immediate
          family member; and

     o    Selling  anything to the Company or buying  anything from the Company,
          except  on the same  terms and  conditions  as  comparable  directors,
          officers or employees are permitted to so purchase or sell.

     Such  situations,  if  material,  must always be approved in advance by the
Code of Ethics Contact Person.

     Anything that would present a conflict for a director,  officer or employee
would  likely also present a conflict if it is related to a member of his or her
family.

III. DISCLOSURE

     Each  director,  officer or employee  involved in the Company's  disclosure
process,  including the Chief Executive  Officer and the Chief Financial Officer
(the "Senior  Financial  Officers"),  is required to be familiar with and comply
with the Company's  disclosure controls and procedures and internal control over
financial   reporting,   to  the  extent   relevant   to  his  or  her  area  of
responsibility,  so that the Company's  public reports and documents  filed with
the SEC comply in all material respects with the applicable  federal  securities
laws and SEC rules.  In addition,  each such person having direct or supervisory
authority   regarding   these  SEC  filings  or  the   Company's   other  public
communications concerning its general business, results, financial condition and
prospects  should,  to  the  extent  appropriate  within  his  or  her  area  of
responsibility, consult with other Company officers and employees and take other
appropriate  steps  regarding  these  disclosures  with the goal of making full,
fair, accurate, timely and understandable disclosure.

     Each  director,  officer  or  employee  who is  involved  in the  Company's
disclosure process, including without limitation, the Senior Financial Officers,
must:

     o    Familiarize  himself  or  herself  with  the  disclosure  requirements
          applicable  to the  Company  as well  as the  business  and  financial
          operations of the Company.

     o    Not knowingly  misrepresent,  or cause others to  misrepresent,  facts
          about the Company to others,  whether  within or outside the  Company,
          including  to  the  Company's   independent   auditors,   governmental
          regulators and self-regulatory organizations.

     o    Properly  review  and  critically  analyze  proposed   disclosure  for
          accuracy and completeness (or, where  appropriate,  delegate this task
          to others).



                                       2


IV.  COMPLIANCE

     It is the Company's  policy to comply with all applicable  laws,  rules and
regulations.  It is the personal  responsibility  of each employee,  officer and
director  to adhere to the  standards  and  restrictions  imposed by those laws,
rules and regulations.

     It is  against  Company  policy  and in many  circumstances  illegal  for a
director, officer or employee to profit from undisclosed information relating to
the Company or any other  company.  Any  director,  officer or employee  may not
purchase or sell any of the Company's securities while in possession of material
nonpublic  information relating to the Company.  Also, any director,  officer or
employee  may not  purchase or sell  securities  of any other  company  while in
possession of any material nonpublic information relating to that company.

     Any  director,  officer or employee who is uncertain  about the legal rules
involving a purchase  or sale of any Company  securities  or any  securities  in
companies  that he or she is familiar  with by virtue of his or her work for the
Company, should consult with the Company's Chief Operating Officer before making
any such purchase or sale.

V.   REPORTING AND ACCOUNTABILITY

     The Audit  Committee of the Company's Board of Directors is responsible for
applying this Code to specific situations presented to it for review and has the
authority to interpret  this Code in any  particular  situation.  Any  director,
officer or employee who becomes aware of any existing or potential  violation of
this Code is  required  to notify the Code of Ethics  Contact  Person  promptly.
Failure to do so is itself a violation of this Code.

     Any questions  relating to how this Code should be  interpreted  or applied
should be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation  violates this Code should discuss
the  situation  with the Code of  Ethics  Contact  Person  to  prevent  possible
misunderstandings and embarrassment at a later date.

     Each director, officer or employee must:

     o    Notify the Code of Ethics Contact  Person  promptly of any existing or
          potential violation of this Code.

     o    Not  retaliate  against any other  director,  officer or employee  for
          reports of potential violations that are made in good faith.

     The Audit  Committee  shall take all action they  consider  appropriate  to
investigate  any violations  reported to them. If a violation has occurred,  the
Company  will  take  such   disciplinary  or  preventive   action  as  it  deems
appropriate,  after  consultation  with the  Audit  Committee,  in the case of a
director or executive  officer,  or after  consultation with the Chief Operating
Officer, in the case of any other employee.

VI.  CORPORATE OPPORTUNITIES

     Directors,  officers and employees owe a duty to the Company to advance the
Company's business  interests when the opportunity to do so arises.  Directors',
officers  and  employees  are  prohibited  from taking (or  directing to a third
party) a business  opportunity  that is discovered  through the use of corporate
property,  information or position,  unless the Company has already been offered
the  opportunity and turned it down.  More  generally,  directors,  officers and
employees are prohibited from using corporate property,  information or position
for personal gain and from competing with the Company.

     Sometimes  the line between  personal and Company  benefits is difficult to
draw,  and  sometimes  there are both  personal and Company  benefits in certain
activities.  Directors, officers and employees who intend to make use of Company
property  or  services  in a manner not solely  for the  benefit of the  Company
should consult beforehand with the Code of Ethics Contact Person.



                                       3


VII. CONFIDENTIALITY

     In carrying out the Company's business,  directors,  officers and employees
often learn  confidential  or  proprietary  information  about the Company,  its
customers, suppliers or joint venture parties. Directors, officers and employees
must  maintain  the  confidentiality  of all  information  so entrusted to them,
except when  disclosure  is  authorized  or legally  mandated.  Confidential  or
proprietary  information of the Company,  and of other  companies,  includes any
non-public  information  that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.

VIII. FAIR DEALING

     We have a history of succeeding through honest business competition.  We do
not seek competitive advantages through illegal or unethical business practices.
Each  director,  officer and  employee  should  endeavor to deal fairly with the
Company's service providers, suppliers,  competitors and employees. No director,
officer or employee should take unfair advantage of anyone through manipulation,
concealment,  abuse of  privileged  information,  misrepresentation  of material
facts, or any unfair dealing practice.

IX.  PROTECTION AND PROPER USE OF COMPANY ASSETS

     All directors,  officers and employees  should protect the Company's assets
and ensure  their  efficient  use.  All Company  assets  should be used only for
legitimate business purposes.



                                       4


                                                                    EXHIBIT 31.1
                                                                    ------------

                                  CERTIFICATION


     I, Stephen C. Knepper, certify that:

     1. I have reviewed  this Annual  Report on Form 10-K of Universal  Security
Instruments, 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)) 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)  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

     (c)  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 function):

     (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.


Date: July 22, 2004                                /s/ Stephen C. Knepper
                                            ------------------------------------
                                            Stephen C. Knepper
                                            Chief Executive Officer






                                                                    EXHIBIT 31.2
                                                                    ------------

                                  CERTIFICATION


     I, Harvey B. Grossblatt, certify that:

     1. I have reviewed  this Annual  Report on Form 10-K of Universal  Security
Instruments, 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)) 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)  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

     (c)  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 function):

     (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.


Date: July 22, 2004                              /s/ Harvey B. Grossblatt
                                            ------------------------------------
                                            Harvey B. Grossblatt
                                            Chief Financial Officer





                                                                    EXHIBIT 32.1
                                                                    ------------



                           SECTION 1350 CERTIFICATIONS


     In  connection  with the Annual Report of Universal  Security  Instruments,
Inc.  (the  "Company")  on Form 10-K for the fiscal year ended March 31, 2004 as
filed  with  the   Securities   and  Exchange   Commission  and  to  which  this
Certification  is an exhibit (the  "Report"),  the  undersigned  hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company for the periods reflected therein.



Date: July 22, 2004                              /s/ Stephen C. Knepper
                                            ------------------------------------
                                            Stephen C. Knepper
                                            Chief Executive Officer


                                                /s/ Harvey B. Grossblatt
                                            ------------------------------------
                                            Harvey B. Grossblatt
                                            Chief Financial Officer