SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
September 15, 2008
 Mr. James B. Huff Chief Financial Officer Universal Security Instruments, Inc. 7-A Gwynns Mill Court Owings Mills, Maryland 21117
 Re: Universal Security Instruments, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2008
Filed July 8, 2008 File No. 001-31747

Dear Mr. Huff:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Wh ere indicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, we
may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Mr. James B. Huff
Universal Security Instruments, Inc.
September 15, 2008 Page 2  Form 10-K for the fiscal year ended March 30, 2008

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
15

Comparison of Results of Operations for the years ended March 31, 2008, 2007 and 2006, page
16

1. We note that you discuss your results of opera tions and cite reasons for changes in your
results of operations.  However, the analysis of these changes is general and vague.  In future filings please revise to quantify the effects of volume and pricing changes on your revenues for each period presented.  Refer to  Item 303(a)(3)(iii) of Regulation S-K.

Item 9A. Controls and Procedures, page 21

Evaluation of Disclosure Cont rols and Procedures, page 21
 2. We note your statement that your chief executiv e officer and your chie f financial officer
“have evaluated this system of disclosu re controls and procedures . . . and believe
 that the
system is effective.”  It does not appear  that your certifying o fficers have reached a
conclusion  that your disclosure controls and proce dures are effective.  Please confirm to
us that your chief executive officer  and your chief financial officer concluded  your
disclosure controls and procedures were e ffective as of each of March 31, 2008 and June
30, 2008.  Revise future filings, including a ny amendments to this filing, to clearly
disclose your officers’ conclusions regardi ng disclosure controls and procedures.
 Management’s Annual Report on Internal C ontrol over Financial Reporting, page 21

 3. We note management has concluded that the company’s internal controls over financial
reporting are effective “except with respect to [your] Canadian subsidiary.”  Tell us
whether management excluded the Canadian su bsidiary from its assessment of internal
controls over financial reporti ng and, if so, discuss its reas ons for doing so.  Otherwise,
please amend the filing to provi de a clear and unqualified co nclusion on the effectiveness
of internal control over financial reporting.
 4. In light of the material weaknesses you disclo se in this section, tell us why you believe
that your internal controls over financial reporting are effective and how your conclusion
complies with Item 308T(a)(3) of Regulation S-K which indicates that management is not permitted to conclude that the registrant’s internal controls over financial reporting are
effective if there are one or more material weaknesses in internal controls over financial
reporting.  Otherwise, amend the filing to revise management’s conclusion on the
effectiveness of internal c ontrols over financial reporting (i.e., that they were not
effective).

Mr. James B. Huff
Universal Security Instruments, Inc.
September 15, 2008 Page 3  5. We further note your disclosures regarding ce rtain material weakne sses relating to your
Icon subsidiary and also material weaknesse s related to uncertai n tax positions and the
preparation of consolidated income tax provi sions as well as your di sclosures regarding a
lack of segregation of duties.  Please address the following:

• Revise to disclose in detail each
 of the material weaknesses that you have identified.
For example, your current disclosure refere nces “material weaknesses in the internal
controls over financial reporting of Icon’s discontinued operations.”

• Clearly disclose whether each of the item s identified in your current management’s
report represents a material  weakness.  For example, your current disclosure
regarding the income tax material weaknesse s states that “there may be material
weaknesses.”  Also, it is not cl ear if you have concluded th at the lack of segregation
of duties represents a material weakness.
• Revise to disclose your current remediation plans for each of the identified material weaknesses.  Future filings should also in clude an update to any ongoing remediation
actions.
 6. In light of the material weaknesses disclose d in connection with your internal control
over financial reporting, includ ing those relating to tax posi tions and the preparation of
consolidated income tax provisi ons, please explain to us how  management concluded that
your disclosure controls and procedures were  effective as of March 31, 2008 and June 30,
2008.

Financial Statements, page F-1

Report Of Independent Registered Public Accounting Firm, page F-1
 7. We note that the investment in the Hong Kong joint venture repr esents 33% of your
consolidated total asse ts and that your equity in earni ngs of the Hong Kong joint venture
represented 70%, 63% and 46% of your income from continuing operations for the years ended March 31, 2008, 2007 and 2006, respectiv ely.  Although, we note that your
auditor’s report does not refer to  the work of other auditors, we note that the audit report
for the Hong Kong joint venture included in Exhibit 99.1 does not refer to the standards
of the Public Company Accounting Oversigh t Board (US).  Given that the Hong Kong
joint venture appears to be material to the c onsolidated financial st atements of Universal
Security Instruments, please have your audi tor explain to us the procedures it undertook
in order to audit the financial information rela ting to the joint venture in accordance with
the standards of the Public Company Accounting Oversight Board (US).

Mr. James B. Huff
Universal Security Instruments, Inc.
September 15, 2008 Page 4  Consolidated Balance Sheets, page F-2

 8. Please revise future filings to separately present accounts receivable, accounts payable,
and cost of goods sold purchased from th e Hong Kong Joint Venture on the face of the
balance sheet and statement of operations in  accordance with Rules 4-08(k), 5-02 and 5-
03 of Regulation S-X.
 Consolidated Statements of Shareholders’ Equity, page F-4

 9. We note that you have recorded a tax bene fit of approximately $1 million from the
exercise of stock options at the fiscal year ended March 31, 2007.  We further note from
the table disclosed in Note H that there were options exercised for 218,468 shares of
common stock at a weighted average price of $2.61 during that period.  Based on this information, please tell us how the tax benefit amount was determined.
 Note A – Nature of Business and Summary of  Significant Accounting Policies, page F-6

 Discontinued Operations, page F-8

 10. For the fiscal year ended March 31, 2008, we not e that loss before income taxes includes
an asset impairment loss of $9 million.  Other than the property and equipment
impairment of $3.75 million indicated on page  F-9 and the goodwill impairment loss of
$1.9 million indicated on page F-10, please tell  us and disclose in future filings the
composition of the remaining balance and describe how it was determined.

Note C – Investment in the H ong Kong Joint Venture, page F-11

 11. We note that you account for your 50% interest  in the Hong Kong Joint Venture using the
equity method of accounting.  Please provide us with your detailed analysis of why the Hong Kong Joint Venture is not a consolidat ed subsidiary, including how you meet the
scope exceptions outlined in paragraph 4 of FIN 46(R).  Include in  your discussion the
impact of your purchases of approximately  68.9% of the Hong Kong Joint Venture’s total
sales during fiscal 2008 as disclosed on pa ge 4 on your accounting for the joint venture
 12. In future filings, please reconcile the invest ment in the Hong Kong Joint Venture to the
summarized financial information presented in  your consolidated financial statements.

Note E – Credit Facility, page F-12

13. We note that you and your wholly-owned subsidiary, UCI Electric, Inc., guaranteed the
Credit Agreement obligations of Icon.  Please tell us why the disclosure requirements of
FIN 45 were not provided.

Mr. James B. Huff
Universal Security Instruments, Inc.
September 15, 2008 Page 5  Note H – Shareholders’ Equity, page F-14

 14. Please revise your future filings to provide  a description of the methods you used to
determine the significant assumptions utilized  within the Black-Scholes option valuation
model.  Refer to the guidance in A2 40-A241 of SFAS 123(R) and SAB Topic 14.
 Exhibit 99.1

The Joint Venture financial statem ents – Eyston Company Limited

15. We note that you have presented financial statements of your Hong Kong joint venture
for the years ended March 31, 2008 and March 31, 2007.  Separately, we note the consolidated financial statemen ts of Universal Security Instruments, Inc. presents the
results of operations for the years ended March 31, 2008, 2007 and 2006.  Please note the guidance in Rule 3-09(b) of Regulation S-X which st ates that “the separate financial
statements required by this rule shall be…for the same periods as the audited consolidated financial statements.”  Please tell us how your presentation of the joint
venture financial statements complies with this guidance.
 16. We note that the audit report for the Hong K ong joint venture financial statements opines
only on the year ended March 31, 2008.  Howe ver, we note that the Hong Kong joint
venture was significant to Universal Security Instruments for each of the years presented
in the consolidated financial statements.  Pl ease tell us why you belie ve your presentation
complies with the guidance in Rule 3-09(b) of Regulation S- X, which states that these
separate financial statements are required to be audited for those fiscal years in which either the first or third condition set forth in Rule 1-02(w) is met.
 Independent auditors’ report, page JV-1

 17. We note that the financial statements of  Eyston Company Limited were audited in
accordance with Hong Kong Standards on Auditi ng issued by the Hong Kong Institute of
Certified Public Accountants.  Please revise to include fina ncial statements and an audit
report that comply with Article 2-02 of  Regulation S-X and Release 34-49708 which
indicate that any audited fina ncial statements that you file with the Commission must be
audited in accordance with US generally a ccepted auditing standards (US GAAS), or in
compliance with the standards of the P ublic Company Accounting Oversight Board
(United States), as appropriate.
 Note 1. General Information, page JV-8

 18. We note that the joint venture’s financial st atements have been prepared in accordance
with Hong Kong Financial Reporting Standa rds (“HKFRSs”).  Additionally, we note
your disclosures in Note C to Universal Secur ity Instruments’ financial statements that
“there are no material Hong Kong – US GAAP differences in the Hong Kong Joint

Mr. James B. Huff
Universal Security Instruments, Inc.
September 15, 2008 Page 6
Venture’s accounting policies.”  Please revise future filings to clearly disclose in the joint venture financial statements that there are no material r econciling items between HKFRS
and US GAAP or provide the reconciliation of HKFRS to U.S. GAAP.  Refer to Item 17(c)(v) of Form 20-F.

Note 3. Summary of Significant Ac counting Policies, page JV-10

3.6. Financial Assets, page JV-13
 19. We note your disclosures under loans and receivables on page JV-14, available-for-sale financial assets on page JV-14, and impairm ent of assets on page JV-15 that under
HKFRS impairment losses are reversed under specific circ umstances.  Please tell us
whether the joint venture has recorded any such reversals under HKFRS and, if so, why
the reversal of any such losses is not a reconciling item to U.S. GAAP based on the
guidance in SFAS 115 and SFAS 144.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
 ‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. James B. Huff
Universal Security Instruments, Inc. September 15, 2008 Page 7
 You may contact David Burton, Staff Accountant, at (202) 551-3626 or me at (202) 551-
3616 if you have questions regarding comments on th e financial statements and related matters.
In this regard, do not hesitate to contact me or Kevin L. Va ughn, Accounting Branch Chief, at
(202) 551-3643 with any questions.

       S i n c e r e l y ,

                  Lynn Dicker         Reviewing Accountant