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    [USI
      LETTERHEAD]

    September
      25, 2008

    Via
      EDGAR
      and FEDEX

    Lynn
      Dicker

    Reviewing
      Accountant

    Mail
      Stop
      6010

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549

              RE:

              Universal
                Security Instruments, Inc. (the “Company”)

              Form
                10-K for the Fiscal Year ended March 31, 2008

              File
                No. 001-31747

    Dear
      Ms.
      Dicker:

    I
      am
      writing to you in response to your letter of September 15, 2008, regarding
      the
      above referenced filing. Below are the Company’s responses to the comments
      raised.

    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

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

    1. We
      note
      your comment and will revise our results of operations discussion in future
      filings to quantify the effects of volume and pricing changes on our revenues
      for each period presented.

    Controls
      and Procedures

    Evaluation
      of Disclosure Controls and Procedures, page 21

    2. We
      specifically confirm to you that our chief executive officer and chief financial
      officer have concluded that our disclosure controls and procedures were
      effective as of March 31, 2008 and June 30, 2008. We note your comment and
      will
      revise future filings to clearly indicate our conclusion on the effectiveness
      of
      our disclosure controls and procedures.

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    September
      25, 2008

    Page
      2

    Management’s
      Annual Report on Internal Control over Financial Reporting, page
      21

    3. We
      have
      excluded the Canadian subsidiary from our assessment of internal control over
      financial reporting. Our reason for doing so is as follows. During the fourth
      quarter of our fiscal year ended March 31, 2008 (on February 11, 2008), the
      Ontario Superior Court of Justice placed the assets, liabilities and dissolution
      activities of the Canadian subsidiary under the control of a Court appointed
      receiver. Accordingly, the Company did not have the authority to exercise
      management control over the assets and liabilities or operations of the Canadian
      subsidiary. Financial information included in our filing was obtained from
      the
      Court appointed receiver and was not subject to the Company’s internal controls
      over financial reporting.

    4. In
      addition to management’s review of internal control over financial reporting we
      engaged certified public accountants, other than our independent auditor, as
      a
      consultant to review our system of internal control over financial reporting.
      This consultant was also engaged to review the system of internal control over
      financial reporting at our Canadian subsidiary; however, this portion of the
      engagement was eliminated when the Canadian subsidiary was placed into
      receivership. Our conclusion, based on our and our consultant’s assessment of
      the internal controls over financial reporting of
      our continuing operations,
      as
      further discussed in 5 below, was that there are mitigating controls in place
      that offset the risk that a material error would not be detected in the
      preparation of our consolidated financial statements. Accordingly, management
      concluded that, except with respect to our Canadian subsidiary, the Company’s
      internal control over financial reporting was effective as of March 31,
      2008.

    5. We
      note
      your comment and respectfully request that further disclosure be included in
      future filings. In connection therewith, we hereby advise the Staff as follows:

              §

              The
                consolidated financial statements and related disclosures in our
                March 31,
                2008 Annual Report on Form 10-K separated the assets, liabilities,
                and
                continuing operations of the Company from the assets, liabilities
                and
                discontinued operations of the Canadian subsidiary. Accordingly,
                we
                endeavored to differentiate our review and conclusions relating to
                the
                internal controls over financial reporting of the continuing operations
                from those of our discontinued operations.

              §

              The
                disclosures regarding certain material weaknesses in internal control
                over
                financial reporting and income tax issues relate to our discontinued
                Canadian subsidiary as previously discussed in 3 and 4 above. The
                operations of the Canadian subsidiary were halted during the fourth
                quarter of our fiscal year ended March 31, 2008 when the assets,
                liabilities, and dissolution activities were placed under the direction
                of
                a Court appointed receiver.

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    September
      25, 2008

    Page
      3

              §

              Inasmuch
                as the dissolution of our Canadian subsidiary is complete and any
                uncertainty regarding the ultimate realization of assets and disposition
                of liabilities, including tax items, has been substantially removed,
                there
                can be no remediation of the material weaknesses related to those
                operations.

              §

              In
                light of the fact that the ultimate realization of assets has been
                determined to be correct as reported in our filing and that the Canadian
                subsidiary is dissolved and will not be consolidated in future filings,
                we
                respectfully request that you reconsider the need to revise our filing
                to
                clarify these issues.

              §

              It
                is our intention to provide a final detailed summary of the dissolution
                of
                the Canadian subsidiary in the quarter in which our auditor concurs
                that
                the dissolution is complete which we expect to be in the quarter
                ended
                September 30, 2008 or December 31,
                2008.

              §

              The
                lack of segregation of duties at the Company’s offices does not rise to
                the level of material weakness, and the Company’s position with respect to
                the lack of segregation of duties is set forth in Item 9A of the
                Annual
                Report.

    6. For
      all
      the reasons stated above, management has concluded that our disclosure controls
      and procedures were effective as of March 31, 2008 and June 30,
      2008.

    Financial
      Statements

    Report
      Of Independent Registered Public Accounting Firm, page
      F-1

    7. The
      opinion included was erroneously the statutory opinion. The audit opinion which
      our auditors intended to be included in our filing was in accordance with
      standards of the Public Company Accounting Oversight Board (US). An amended
      filing will be made which includes the correct opinion of Grant Thornton -
      Hong
      Kong.

    Consolidated
      Balance Sheets, page F-2

    8. We
      note
      your comment and will revise future filings to separately present accounts
      receivable and accounts payable in the balance sheet as required. However,
      we
      believe the presentation of a breakout in the cost of goods sold section on
      the
      statement of operations would be less meaningful to the reader. Accordingly,
      we
      respectfully request that this disclosure be done in an accompanying note to
      the
      financial statements.

    Consolidated
      Statements of Shareholders’ Equity, page F-4

    9. The
      tax
      benefit of $1,029,189 related to the exercise of employee stock options
      exercised during the fiscal year ended March 31, 2007 is calculated as follows.
      Total option proceeds to the Company for all shares exercised during the fiscal
      year ended March 31, 2007 amounted to approximately $585,000. The aggregate
      market value of the exercised shares on the dates the options were exercised
      amounted to approximately $3,851,000. The difference of $3,266,000 ($3,851,000
      -
      $585,000) represents an employment related expense for federal and state income
      tax purposes. The tax benefit of $1,029,189 is the result obtained by
      multiplying the $3,266,000 deduction by our effective tax rate for the
      year.

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    September
      25, 2008

    Page
      4

    Discontinued
      Operations, page F-8

    10. The
      consolidated asset impairment loss included a write down of inventories, trade
      accounts receivable, and other assets to their net realizable valve, in addition
      to the write down of property, plant and equipment and the write down of
      goodwill. Specifically, the impairment loss recorded on the books of the
      Canadian subsidiary included the following:

              Property
                plant and equipment

              $3,800,000

              Goodwill

              2,100,000

              Inventory

              1,700,000

              Accounts
                receivable

              500,000

              Costs
                of disposal

              900,000

              Total

              $9,000,000

    We
      note
      your comment and will describe and disclose the composition of the asset
      impairment loss in our future filings.

    Note
      C- Investment in the Hong Kong Joint Venture, page
      F-11

    11. The
      Company has reviewed the scope exemptions in paragraph 4 of FIN 46(R),
      specifically paragraph 4h, and based on an evaluation of the four criteria
      contained in paragraph 4h, we believe that the appropriate method of accounting
      for its interest in the Hong Kong Joint Venture is the equity method for the
      following reasons.

              §

              The
                Hong Kong Joint Venture is a joint venture, owned 50% by each of
                the
                Company and its venture partner.

              §

              A
                majority of the voting seats on the board of directors of the Hong
                Kong
                Joint Venture are controlled permanently by our venture partner,
                our
                venture partner operates the Hong Kong Joint Venture and serves as
                the
                managing partner, exercising full operating control of the joint
                venture.

              §

              The
                Hong Kong Joint Venture manufacturers, distributes and sells product
                to
                both the Company and to other customers. The Hong Kong Joint Venture
                was
                not designed so that substantially all of its activities either involve
                or
                are conducted on behalf of the Company and its related
                parties.

              §

              While
                the Hong Kong Joint Venture’s sales to the Company increased from 46% of
                the joint venture’s total sales in fiscal 2007 to approximately 69% in
                fiscal 2008, it is anticipated that the joint venture’s sales to other
                customers will increase as a percentage in future periods. A combination
                of the following circumstances caused the current
                increase:

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    September
      25, 2008

    Page
      5

              o

              The
                Hong Kong Joint Ventures sales to all customers slowed during the
                2008
                fiscal year to $30,144,148 from $41,151,055 in the prior year, a
                decrease
                of 26.75%

              o

              As
                the Hong Kong Joint Venture’s sales to others declined, sales to the
                Company increased significantly due to the Company’s sales to a large
                national retailer that represents a new customer to the
                Company.

              §

              The
                Company has not provided more than half of the Hong Kong Joint Venture’s
                equity or other financing.

    12. We
      note
      your comment and will revise future filings to reconcile the carrying value
      of
      the investment in the Hong Kong Joint Venture to the summarized financial
      information presented in our financial statements.

    Note
      E - Credit Facility, page F-12

    13. We
      included the disclosure requirements of FIN 45 paragraph 13 in Note A - Nature
      of Business and Summary of Significant Accounting Policies under the heading
      “Discontinued
      Operations”
and
      elsewhere in our filing and in previous filings. However, we note your comment
      and will include this disclosure in the note covering our “Credit
      Facility”
in
      future filings.

    Note
      H - Shareholder’ Equity, page F-14

    14. We
      note
      your comment and will revise future filings to provide a description of the
      methods used to determine the significant assumptions utilized within the
      Black-Scholes option valuation model.

    Exhibit
      99.1

    The
      Joint Venture Financial Statements - Eyston Company
      Limited

    15. We
      acknowledge the guidance of Rule 3-09(b) of Regulation S-X. The audited
      statements for March 31, 2006 of the Hong Kong joint venture have been included
      in previous filings. We respectfully request that the third historical year
      of
      the Hong Kong Joint Venture be included in future filings of the Company’s Form
      10-K.

    16. The
      opinion included was erroneously the statutory opinion. The audit opinion
      covered both years. An amended filing will be made which includes the correct
      opinion of Grant Thornton - Hong Kong.

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    September
      25, 2008

    Page
      6

    Independent
      Auditors’ report, page JV-1

    17. The
      opinion included was erroneously the statutory opinion. The audit opinion was
      in
      accordance with standards of the Public Company Accounting Oversight Board
      (US).
      An amended filing will be made which includes the correct opinion of Grant
      Thornton - Hong Kong.

    Independent
      Auditors’ Report, page JV-1

    18. We
      acknowledge the comment and will revise future filings to clearly disclose
      in
      the Joint Venture’s financial statements that there are no material reconciling
      items between HKFRS and US GAAP.

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

    19. The
      Hong
      Kong