SecProbe.io

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 UNIVERSAL SAFETY PRODUCTS, INC.

 11407 Cronhill
Drive, Suite A

 Owings Mills, MD 21117-3586

 September 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Universal Safety Products, Inc.
 Registration Statement on Form S-1/A (File No. 333-290304)

 Ladies and Gentlemen:

 Universal Safety Products,
Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Wednesday, September 24, 2025, or as soon as possible thereafter.

 We request that we be notified
of such effectiveness by a telephone call or e-mail to Kenneth Schlesinger, our outside counsel, at (212) 451-2252 or KSchlesinger@olshanlaw.com.

 Very truly yours,

 UNIVERSAL SAFETY PRODUCTS, INC.

 By:
 /s/ Harvey B. Grossblatt

 Harvey B. Grossblatt

 President and Chief Executive Officer

 cc:
 Kenneth Schlesinger,
 Esq.

 Spencer G. Feldman, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 19, 2025

Harvey Grossblatt
Chief Executive Officer
UNIVERSAL SAFETY PRODUCTS, INC.
11407 Cronhill Drive, Suite A
Owings Mills, MD 21117-3586

 Re: UNIVERSAL SAFETY PRODUCTS, INC.
 Registration Statement on Form S-1
 Filed September 16, 2025
 File No. 333-290304
Dear Harvey Grossblatt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kenneth A. Schlesinger
</TEXT>
</DOCUMENT>

August 6, 2025
Steven Caspi
Manager
JLA Realty Associates, LLC
120 Bloomingdale Road
White Plains, NY 10605
Re:Universal Safety Products, Inc.
Schedule 13D filed July 2, 2025 by Steven Caspi et al.
File No. 005-15872
Dear Steven Caspi:
            We have conducted a limited review of the above-captioned filing and have the
following comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D filed July 2, 2025
General
1.We note that the date of event reported as requiring the filing of the Schedule 13D
was June 5, 2025. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the June 5, 2025 event date, the Schedule 13D submitted on July
2, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed
within the required five business days after the date of the acquisition.

August 6, 2025
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Blake Grady at 202-551-8573 or  Nicholas Panos at
202-551-3266 .
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

March 2, 2011

Mr. James B. Huff , Chief Financial Officer
Universal Security Instruments, Inc. 11407 Cronhill Drive, Suite A Owings Mills, Maryland  21117
 Re: Universal Security Instruments, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2010
Filed June 26, 2010
  File No. 1-31747

 Dear Mr. Huff:
We have completed our review of your fili ngs and do not have any further comments at
this time.

        S i n c e r e l y ,              Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

February 18, 2011

Mr. James B. Huff , Chief Financial Officer
Universal Security Instruments, Inc. 11407 Cronhill Drive, Suite A Owings Mills, Maryland  21117
 Re: Universal Security Instruments, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2010
Filed June 26, 2010 Response Letter Dated January 28, 2011
  File No. 1-31747

 Dear Mr. Huff:
We have reviewed your response letter and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the fiscal year ended March 31, 2010

 Executive Officers of the Registrant, page 10

1. Please expand your response to prior comment 3 to clarify how you determined that
Messrs. Lazarus and Knepper are not executive officers, given that both appear to be named executive officers for purposes of disclosing compensation information pursuant to Item 402 of Regulation S-K.

Form 10-Q for the quarterly period ended December 31, 2010

Mr. James B. Huff
Universal Security Instruments, Inc. February 18, 2011 Page 2

 Results of Operations, page 9

2. We note your response to prior comment 4.  However, it appears that you continue to
attribute changes in your results of operations to various factors but do not quantify the effects of each of the significant items impacting your results of operations.  For example, we note that you did not quantify any disclosure on pages 10 and 11 of the different factors that affected sales.  In future filings, including your Form 10-Qs, revise
to quantify the effects of each of the signi ficant items impacting your results for the
period.  Refer to Item 303(a)(3)(i) of Regulation S-K.

Financial Condition and Liquidity, page 11

3. We note your response to prior comment 5.  However, it appears that you merely
describe items identified on the face of the stat ement of cash flows.   In future filings,
including your future Form 10-Qs, disclose the material changes in the underlying drivers of your working capital changes.  Refer to Item 303(a) of Regulation S-K and Release
33-8350.

You may contact Gary Newberry at (202)  551-3761 or me at (202) 551-3643 if you have
questions regarding comments on the financial statements and related matters.  Please contact Thomas Jones at (202) 551-3602 or Geoffrey Kr uczek at (202) 551-3641 if you have questions
on other comments.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant at (202) 551-3671.          S i n c e r e l y ,                     Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

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    Unassociated Document

[USI LETTERHEAD]

February 23, 2011

Via EDGAR and FEDEX

Mr. Gary Newberry

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, 2010

File No.  001-31747

Dear Mr. Newberry:

I am writing to you in response to your letter of February 18, 2011, regarding the above referenced filing.  Below are the Company’s responses to the follow-up comments raised.

Form 10-K for the fiscal year ended March 31, 2010

Executive Officers of the Registrant, page 10

1.           Messrs.  Lazarus and Knepper are not executive officers of the Company as defined by Rule 3b-7.  Both Messrs. Lazarus and Knepper are included in the Summary Compensation Table set forth in the Company’s Proxy Statement and incorporated by reference into its Annual Report on Form 10-K in accordance with Regulation S-K Item 402(m)(2)(iii).

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010

Results of Operations, page 9

2.           We note your comment and will revise future filings to quantify the effects of each of the significant items impacting our results for the period being discussed.

Financial Condition and Liquidity, page 11

3.           We note your comment and will revise future filings to disclose the material changes in the underlying drivers of our working capital changes.

Gary Newberry

Division of Corporation Finance

Securities and Exchange Commission

February 23, 2011

Page 2

General

The Company hereby acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing, and staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.  The Company further acknowledges that 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.

Should you require any further information or have additional comments, please contact me.

Sincerely,

UNIVERSAL SECURITY INSTRUMENTS, INC.

/s/ James B. Huff

James B. Huff

Chief Financial Officer

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    [USI
LETTERHEAD]

    January
28, 2011

    Via EDGAR
and FEDEX

    Kevin L.
Vaughn

    Accounting
Branch Chief

    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, 2010

              File
      No.  001-31747

    Dear Mr.
Vaughn:

    I am
writing to you in response to your letter of January 11, 2011, regarding the
above referenced filing.  Below are the Company’s responses to the
comments raised.

    Form
10-K for the fiscal year ended March 31, 2010

    Item 1.  Business,
page 3

    1.           We
repeated the disclosure in the paragraph noted because the process of
evaluation, research, and of obtaining certifications and patents on our new
technology was, at the time of filing, continuing.    We had
previously anticipated a portion of this process would be completed prior to our
fiscal year ending March 31, 2010.  However, we do not believe that we
experienced significant or unusual delay considering the products submitted for
certification and the complexity of the process such that additional or modified
disclosure was warranted.     At March 31, 2010 and at
the date of filing of our form10-K we had submitted applications for patents to
the U.S. Patent office and our products were still in the independent
certification process.   The ultimate status of the certification
process, material progress to date, or what remained to be completed at that
time, was information under the control of the independent testing facilities
and the U. S. Patent office, and we were unable to provide additional disclosure
at that time.

    Subsequently,
in December of 2010, we received certification for certain of the products
submitted for certification.   With these certifications for the
North American market we believe we will achieve the delivery date anticipated
in our March 31, 2010 disclosure.    We will update our
disclosure in the December 31, 2010 form 10-Q.   In addition we
anticipate that certain of our patents should be issued in the calendar year
ended December 31, 2011, and we will include disclosure regarding the issuance
of patents in future filings.

      Kevin L.
Vaughn

      Division
of Corporation Finance

      Securities
and Exchange Commission

      January
28, 2011

      Page
2

    The
process of developing additional products to be manufactured with our Hong Kong
Joint Venture is ongoing.   The Hong Kong Joint Venture is our
principal manufacturer and any change in the status of our ability to work
closely with the JV on the development of products would have a detrimental
impact on our continuing operations and we feel the repeated disclosure of this
fact as a risk factor is appropriate.  As development efforts continue
to evolve we will review and modify our disclosure in future filings as
appropriate.

    2.           The
Company currently has no patents or other material items that would be disclosed
pursuant to the optional provisions of paragraph (h) in satisfying the
disclosure requirements of Regulation S-K Item 101.  However,
information on an item we considered to be immaterial called for by Item
101(h)(4)(vii) is set forth in the paragraphs on page 3 which the Staff cited in
this comment and on page 10, under “Item 3.  Legal Proceedings”, in
reporting the settlement of the UTC and Kidde litigation, and in MD&A, under
“Comparison of Results of Operations for the Years Ended March 31, 2010, 2009
and 2008 - Research and Development”, on page 15.  However, we note
your comment and will enhance our disclosure regarding these issues in Section 1
of future filings.

    Executive Officers of the
Registrant, page 10

    3.           Messrs.  Lazarus
and Knepper are not executive officers of the Company.  Both Messrs.
Lazarus and Knepper are included in the Summary Compensation Table set forth in
the Company’s Proxy Statement and incorporated by reference into its Annual
Report on Form 10-K in accordance with Regulation S-K Item
402(m)(2)(iii).  Mr. Lazarus was inadvertently omitted from the Share
Ownership of Management table.  The Company will include Mr. Lazarus
in all applicable tables in future filings.

    Item
7.  Management’s Discussion and Analysis of Financial Condition, page
13

    Comparison of Results of
Operations, page 15

    4.           We
note your comment and will quantify in future filings the effects of each of the
significant items impacting our results.

    Financial Condition,
Liquidity and Capital Resources, page 16

    5.           We
note your comment and will revise future filings to discuss material changes in
the underlying drivers of our working capital changes.

    6.           We
note your comment and will expand future filings to discuss liquidity on a
short-term and long-term basis as well as describe any other factors which may
materially impact our liquidity.  With regard to the solvency of our
factor please note that the factor was recapitalized and is no longer considered
to present risk to our short or long-term liquidity.

      Kevin L.
Vaughn

      Division
of Corporation Finance

      Securities
and Exchange Commission

      January
28, 2011

      Page
3

    Income Taxes, page
16

    7.           We
note your comment and respectfully request that this discussion be included in
future filings.  We note the disclosure requirements of Regulation
S-K.    The provision for income taxes related to the
earnings of the Joint Venture is recognized at the time dividends are received
and the impact of the dividends received can cause the effective rate to
fluctuate significantly from period to period due to its relative size in
comparison to the results of our domestic
operations.     While we should have provided this
further discussion in the noted section for our operations for the fiscal year
ended March 31, 2010, it was more fully discussed in Note A to the financial
statements on page F-9 and in Note G on pages F-12 and F-13.   We
will endeavor to improve our explanation of this process in the noted sections
of future filings.

    Item
11.  Executive Compensation, page 21

    8.           We
note your comment and will revise future filings as appropriate in accordance
with Regulation S-K Item 402(r)(2)(iii).

    Signatures, page
24

    9.           We
note your comment and will indicate in future filings who is signing in the
capacity of principal executive officer, principal financial officer, and
principal accounting officer or controller.  Please note that the
Company’s chief financial officer is both the principal financial officer and
principal accounting officer.

    Notes to Consolidated
Financial Statements, page F-6

    Note A – Nature of Business
and Summary of Significant Accounting Policies, page F-6

    Foreign Currency, page
F-9

    10.           We
note your comment and will revise future filings to clarify that this policy
applies to translating and recording the earnings from our foreign joint
venture.

    Note C – Investment in the
Hong Kong Joint Venture, page F-10

    11.           We
note your comment and will revise future filings to include additional
disclosure regarding the JV participants in future
disclosures.   While this information is included in the Joint
Venture Agreement incorporated in this filing as noted in Exhibit No. 10.2, in
future filings we will include this information in the body of the
document.

      Kevin L.
Vaughn

      Division
of Corporation Finance

      Securities
and Exchange Commission

      January
28, 2011

      Page
4

    Note G – Income Taxes, page
F-12

    12.           We
do not provide deferred taxes on the unremitted earnings of our joint
venture.    Dividends, derived from earnings of the joint
venture, are taxed when received and accordingly are a component of our tax
provision.  The dividends are the “changes” in the unremitted earnings
of the joint venture referred to in our disclosure.  However, we note
the reference to the unremitted earnings of the Hong Kong Joint Venture in the
context of deferred taxes and will amend our disclosure in future
filings.

    13.           The
item described as “Change in temporary differences” should not have been
included as a line item in the reconciliation.   The
“non-repatriated earnings of the Hong Kong Joint Venture” were inadvertently
included at the gross amount instead of being tax affected.  In
addition, the tax provision was impacted by a “true-up” adjustment to the actual
filed tax return of the previous period that was not
shown.     As the tax provision amount did not change,
we respectfully request that we revise the line items within the reconciliation
in our filing of the March 31, 2011 form 10-K.

    Form
10-Q for the quarterly period ended September 30, 2010

    Results of Operations, page
9

    14.           We
note your comment and will revise future fillings to differentiate our
discussion of items in the research and development category from items in the
selling, general, and administrative category.

    Definitive
Proxy Statement on Schedule 14A filed June 28, 2010

    15.           We
note your comment and will revise future filings to disclose if and how our
Board considers diversity in its nominations for directors.

    16.           We
note your comment and will revise future filings to disclose whether we have a
lead independent director.  As stated in our Proxy Statement, in
accordance with Regulation S-K Item 407(h), the Board has not elected a Chairman
and, accordingly, the Company’s President is Chief Executive Officer and is also
a member of the Board.  All other members of the Board are
independent.  The Company’s independent directors bring experience,
oversight and expertise from outside the Company, while the Chief Executive
Officer brings company-specific experience and expertise.  The Board
believes that the strong emphasis on Board independence provides effective
independent oversight of management.

    General

    The
Company hereby acknowledges that the Company is responsible for the adequacy and
accuracy of the disclosure in the filing, and staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing.  The Company further
acknowledges that 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.

        Kevin L.
Vaughn

        Division
of Corporation Finance

        Securities
and Exchange Commission

        January
28, 2011

        Page
5

    Should
you require any further information or have additional comments, please contact
me.

    Sincerely,

    UNIVERSAL
SECURITY INSTRUMENTS, INC.

            /s/  James
B. Huff

    James B.
Huff

    Chief
Financial Officer

January 11, 2011

Mr. James B. Huff , Chief Financial Officer
Universal Security Instruments, Inc. 11407 Cronhill Drive, Suite A Owings Mills, Maryland  21117
 Re: Universal Security Instruments, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2010
Filed June 26, 2010
  File No. 1-31747

 Dear Mr. Huff:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the fiscal year ended March 31, 2010

 Item 1.  Business, page 3

1. We note it appears some of your disclosure has been repeated from previous disclosure in
your prior filings. For example, we note:
• The disclosure in the penultimate paragraph on page 3 of your Form 10-K that you
“have been evaluating and researching new smoke and carbon monoxide detection technologies” and such effort has resulted in “new product features, and [we] have applied for patents on certain of these technologies and features” is identical to disclosure in the penultimate paragraph on page 3 of your Form 10-K for the previous fiscal year.

Mr. James B. Huff
Universal Security Instruments, Inc. January 11, 2011 Page 2

• The disclosure in the penultimate paragraph on page 3 of your Form 10-K that you
“plan on completing the certification process and expect to begin shipping the next generation of products to [y]our customers during the year ended March 31, 2011” identical to disclosure in the penultimate paragraph on page 3 of your Form 10-K for the previous fiscal year except that you expected to ship the products during the fiscal year ended March 31, 2010.
• The disclosure in the penultimate paragraph on page 3 of your Form 10-K that you
“have initiated the process of obtaining certif ication of a full product line of [y]our
next generation of residential smoke and carbon monoxide alarms” is identical to disclosure in the penultimate paragraph on page 3 of your Form 10-K for the previous fiscal year.
• The disclosure in the first risk factor on page 6 that you are “currently pursuing the
development of additional products to be manufactured by the Hong Kong Joint Venture” is identical to the disclosure in the first risk factor on page 6 of your Form 10-K for the previous fiscal year.

If your previously disclosed plans and effo rts have changed, please disclose the reason
for the difference.  For example, if you were unable to obtain patents for newly developed technology or unable to develop add itional products, please state so directly.
Likewise, if you continue to undertake the efforts you currently disclose, please provide more specific disclosure regarding the status  of your efforts, your material progress to
date, what remains to be achieved and the reasons for any material delays.
2. Please tell us where you provided the disclosure required by Item 101(h)(4)(vii) of
Regulation S-K.

Executive Officers of the Registrant, page 10

 3. With a view toward amended disclosure, please tell us how your disclosure here and the
disclosure in your definitive proxy statement regarding the share ownership of management complies with Items 401 and 403 of Regulation S-K.  For example, you include Messrs. Lazarus and Knepper in your summary compensation table and include Mr. Knepper in the table reflecting the share ownership of management; however, neither individual is listed here as an executive officer.  Similarly, Mr. Lazarus is listed only in the summary compensation and related tables, but not included in the table reflecting the share ownership of management.
 Item 7.  Management’s Discussion and Analysis of Financial Condition, page 13

 Comparison of Results of Operations, page 15

Mr. James B. Huff
Universal Security Instruments, Inc. January 11, 2011 Page 3

4. We note that you attribute changes in your results of operations to various factors.  In
future filings, please revise to quantify th e effects of each of the significant items
impacting your results for the period.  Refer to Item 303(a)(3)(i) of Regulation S-K.

Financial Condition, Liquidity and Capital Resources, page 16
5. In future filings, please revise to discuss material changes in the underlying drivers of
your working capital changes rather than merely describing items identified on the face of the statement of cash flows. Refer to Item 303(a) of Regulation S-K.
6. In future filings, expand this section to discuss liquidity on a short-term and long-term
basis.  Also, to the extent that the solvency of the factor may materially impact your liquidity and capital resources, as indicated by the first paragraph on page 16, ensure that this section describes that impact.

Income Taxes, page 16

 7. Please expand your discussion of income tax expense to describe the cause of material
changes in this line item and any items that significantly impacted your income tax expense during the period.  In this regard, include discussion of the reasons for any significant changes in your effective tax rate.    Refer to Instruction 4 of Item 303(a) of Regulation S-K.
 Item 11.  Executive Compensation, page 21

8. The disclosure regarding “compensation cost” in note 1 to your summary compensation
table in your definitive proxy statement does not appear to comply with Item 402(r)(2)(iii) of Regulation S-K, as revised by Release No. 33-9089 (Dec. 16, 2009).  Please revise future filings accordingly.

Signatures, page 24

 9. In your future applicable filings, please indicate below the second paragraph of text who
is signing in the capacity of principal executive officer, principal financial officer and principal accounting officer or controller.
    Notes to Consolidated Financial Statements, page F-6

 Note A – Nature of Business and Summary of  Significant Accounting Policies, page F-6

Mr. James B. Huff
Universal Security Instruments, Inc. January 11, 2011 Page 4

Foreign Currency, page F-9
 10. We note that the financial statements of your foreign joint venture are presented in Hong
Kong dollars.  Please expand this footnote in future filings to describe your accounting policy for translating and recording the earnings from your foreign joint venture in addition to that of your subsidiaries.
 Note C – Investment in the Hong Kong Joint Venture, page F-15

 11. Please revise future filings to include all of the disclosures required by paragraph 323-10-
50-3 of the FASB Accounting Standards Codification.
 Note G – Income Taxes, page F-12

 12. You disclose that you provide deferred taxes of  unremitted earnings of your joint venture.
Given this policy, please explain to us why the tax impact of the non-patriated earnings of your joint venture is also included as a reconciling item in your tax provision.
 13. Please tell us the nature of the items described as changes in temporary differences and
why such items are included as a reconciling item in your tax provision.
 Form 10-Q for the quarterly period ended September 30, 2010

 Results of Operations, page 9

14. We note that you have combined line items of your income statement, such as the
disclosure in the first paragraph on page 10 of research and development expenses and selling, general and administrative expenses, when you compare expenses.  In future filings, compare line items in the income statement.  See Item 303(b)(2) of Regulation S-K.

Definitive Proxy Statement on Schedule 14A filed June 28, 2010

 15. In future applicable filings, please disclose whether, and if so how, the nominating
committee or board considers diversity in identifying nominees for director.  If such committee or board has a policy regarding the consideration of diversity, describe how that policy is implemented and how the effectiveness of that policy is assessed.  See Item 407(c)(2)(vi) of Regulation S-K.
16. If your principal executive officer also serves as chairman, please disclose in applicable
future filings whether you have a lead inde pendent director.  See Regulation S-K Item
407(h).  Also tell us and revise future filings to clarify why your current leadership structure is appropriate given your specifi c characteristics or circumstances.  Your

Mr. James B. Huff
Universal Security Instruments, Inc. January 11, 2011 Page 5

current disclosure appears to attribute the reasons for such structure solely to your bylaws.

 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide a written statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response 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.

You may contact Gary Newberry at (202)  551-3761 or me at (202) 551-3643 if you have
questions regarding comments on the financial statements and related matters.  Please contact Thomas Jones at (202) 551-3602 or Geoffrey Kr uczek at (202) 551-3641 if you have questions
on other comments.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant at (202) 551-3671.          S i n c e r e l y ,                     Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

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

Mail Stop 6010

February 24, 2009

Via U.S. Mail

Mr. James B. Huff Chief Financial Officer Universal Security Instruments, Inc.
7-A Gwynns Mill Court
Owings Mills, MD   21117
 Re: Universal Security Instruments, Inc.
  Form 10-K for the fiscal year ended March 31, 2008
Filed July 8, 2008
File No. 1-31747
Dear Mr. Huff:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                   Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

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    November
      12, 2008

    Via
      EDGAR
      and FEDEX

    Lynn
      Dicker

    Reviewing
      Accountant

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    450
      Fifth
      Street, NW

    Washington,
      DC 20549

              RE:

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

              Follow-up
                comment letter to Form 10-K filed July 8, 2008

              File
                No. 001-31747

    Dear
      Ms.
      Dicker,

    I
      am
      writing to you in response to your letter of October 16, 2008, regarding the
      referenced file number. Below are the Company’s responses to the follow-up
      comments raised.

    Item
      9A. Controls and Procedures

    Evaluation
      of Disclosure Controls and Procedures, page 21

    1. As
      further clarification to our response to prior comment number three we advise
      the Commission as follows. Our assessment of internal controls over financial
      reporting as it relates to the Canadian subsidiary involved two components.
      The
      first component of the assessment was related directly to the operations located
      in Canada and the systems and procedures associated with accounting systems
      and
      financial statement preparation at that location. The second component of the
      assessment related to the systems and procedures used by the Company (Universal
      Security Instruments, Inc.) to prepare the consolidated financial statements
      filed with the Commission.

    As
      previously indicated in our September 25 response (paragraph 4), we were unable
      to initiate and complete the component of the assessment related to the systems
      and procedures in Canada because prior to the initiation of that assessment
      the
      Canadian subsidiary was placed by the Canadian Courts into receivership for
      the
      benefit of creditors. The Court appointed receiver had physical possession
      of
      all assets, and books and records of the Canadian subsidiary and the Company
      (Universal Security Instruments, Inc.) had no rights typically associated with
      ownership. All employees of the Canadian subsidiary were terminated and two
      warehouse personnel and one accounting department employee were retained as
      temporary personnel hired by the receiver to assist in the liquidation of the
      assets. As such, our assessment was complete to the extent of information
      available under the Canadian receivership proceedings.

    The
      second component of the assessment related to the systems and procedures used
      by
      the Company to prepare the consolidated financial statements was completed
      and
      management concluded and clearly indicated in Form 10-K that “….management has
      become aware of certain material weaknesses in the internal controls over
      financial reporting of Icon’s discontinued operations…”.

      Lynn
        Dicker

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      November
        12, 2008

      Page
        2

    In
      view
      of these facts and the unique and temporary nature of the situation, we did
      not
      believe that this is what was contemplated by Item II.B.2 of SEC Release No.
      33-8810, and that it was appropriate to disclose our Canadian operations as
      an
      exception to our assessment of our internal controls over financial
      reporting.

    Please
      be
      assured that while our disclosures were based on our good faith understanding
      of
      the Commission’s requirements, we will use the Staff’s comments to guide any
      future disclosures regarding similar issues.

    2. Management
      received a copy of the regular filings prepared by the receiver and submitted
      to
      the Court. In addition to a level of confidence that the court appointed
      receiver would report accurate information for the benefit of creditors and
      all
      other stakeholders in the Canadian receivership proceedings, management was
      able
      to perform alternative analysis on this data in order to develop a basis upon
      which to rely upon the financial information received. For example, management
      had financial information from the Canadian subsidiary prior to the date it
      was
      placed into receivership. This “beginning data” when adjusted for the summary
      transactional activity related to disposition of assets reported by the receiver
      should have and did correspond to the ending balances of asset classes reported
      by the receiver to the Court. Further, the amounts reported as assets had been
      written down to appraised net realizable value and that value was guaranteed
      by
      the auctioneer/appraiser. The pre-receivership liabilities of the Canadian
      subsidiary did not change during the course of the receivership and those
      amounts when adjusted for post-receivership activities reported by the receiver
      should have and did correspond to the ending balances of liability classes
      reported by the receiver to the Court. The necessity to include information
      from
      the receiver is contemplated by our disclosure in Item 9A when we state in
      paragraph four thereof that “Management anticipates that these material
      weaknesses will be corrected and appropriate adjustments, if any, will be made
      as the liquidation of Icon’s assets continues.”

    3. Prior
      to
      the Canadian subsidiary being placed into receivership, the Company received
      operating financial data monthly, and as needed on an ad hoc basis from the
      controller and president of Icon. The accounting systems, procedures, and
      controls were appropriate to the subsidiary’s size and level of activity. After
      the subsidiary was placed into receivership, the Company’s oversight was limited
      to review of the communications and reporting of the Court appointed receiver.
      The Court appointed receiver was under no obligation to provide information
      to
      the Company. None of the pre-receivership management remained after the date
      of
      the receivership.

    Lynn
      Dicker

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    November
      12, 2008

    Page
      3

    4. Management
      noted material weaknesses associated with reporting the

    financial
      operations of the Canadian subsidiary as previously discussed. Management also
      noted that there may be material weaknesses associated with the identification
      and measurement of uncertain tax positions and the preparation of its
      consolidated income tax provision.

    As
      of
      September 22, 2008, the receivership and the affairs of the
      Canadian

    subsidiary
      have been completed and the subsidiary has been closed. The cash resulting
      from
      the complete liquidation of the Canadian subsidiary has been distributed or
      is
      being held by the receiver awaiting final distribution in accordance with the
      Court order relating thereto. Accordingly, there can be no remediation of any
      material weakness directly associated with the Canadian subsidiary. With the
      dissolution of the Canadian subsidiary, the internal control issues that arose
      from the complex accounting and tax issues associated with the discontinued
      operations of a foreign subsidiary will not be relevant in future periods,
      and
      the noted material weakness issues are, in effect, mitigated.

    Regarding
      the material weakness related to income tax issues, this item is based on an
      assessment of procedures in place to review our tax provision and the
      measurement of uncertain tax positions. Prior to filing our financial
      statements, our tax provision and measurement of uncertain tax positions is
      reviewed by accountants other than our independent registered public
      accountants. At March 31, 2008, it became apparent that this additional level
      of
      review did not function as intended and certain errors in our income tax
      provision were not corrected prior to submission of our tax provision to our
      registered public accountants for audit. Management believes that the outside
      review of our tax provision now serves its purpose and that this weakness was
      addressed prior to completion of our June 30, 2008 financial statements.

    5. The
      uncertain tax position noted relates to the initial capitalization of the
      Canadian subsidiary. The initial capitalization of the Canadian subsidiary
      consisted of debt and equity. Upon the dissolution of the Canadian subsidiary,
      the Company will recognize a U.S. tax loss related to the uncollectible debt
      from the Canadian subsidiary. The portion of this loss deductible for U.S.
      income tax purposes is subject to interpretation of Internal Revenue Service
      code sections regarding the composition of debt and equity of subsidiaries
      and
      capital versus ordinary income issues. As such this is a U.S. tax issue with
      respect to our Canadian subsidiary and not a Canadian tax issue. However, for
      financial reporting purposes the income tax impact of this item is included
      in
      the “Income tax benefit - discontinued operations” line of the Statement of
      Operations. If the facts and circumstances of this tax item are decided in
      the
      Company’s favor in the future, the financial statement impact will be a
      reduction in income tax expense of a future period.

      Lynn
        Dicker

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      November
        12, 2008

      Page
        4

    6. As
      discussed in paragraph 4 above, management’s disclosure of material weaknesses
      over income tax items is based upon our internal review procedures and controls
      over financial reporting up to the preparation and presentation of preliminary
      financial statements for review by outside professional accountants other than
      our independent registered public accountants. An item is considered a weakness
      in internal controls over financial reporting if that item would represent
      an
      error that would not be prevented by our internal systems and procedures.
      However, in the case of the noted income tax issues and processes, the material
      weakness was related to the complexities of reporting the impact of the
      operations of our Canadian subsidiary. Management does not believe that
      weaknesses in its domestic tax provision rise to the level of a material
      weakness. Accordingly, and as previously discussed, management believes it
      was
      appropriate to differentiate its opinion as to the effectiveness of internal
      controls over financial reporting between its discontinued Canadian operations
      and its continuing operations. We further believe the further review by
      independent professional accountants other than our independent registered
      public accountants would prevent a material error from ultimately being included
      in future financial statements filed with the Commission. Accordingly, and
      based
      on our prior discussion regarding the exclusion of the Canadian subsidiaries
      operations, we concluded that our disclosure controls and procedures beyond
      those that are internal to our organization (external independent professional
      reviews) are sufficient to prevent a material misstatement to our published
      financial information.

    Consolidated
      Statements of Operations, page F-2

    7. We
      note
      your comment and will revise future filings to separately present the cost
      of
      goods sold from the Hong Kong Joint Venture on the face of the statement of
      operations in future filings.

    The
      Joint Venture Financial Statements

      8. We
      note
      your comment and will revise our filing accordingly.

    General

    9.
       In
      connection with our response to your comments management acknowledges its
      understanding that all other statements made to comply with your comments in
      future filings include providing such changes in this amendment, as
      applicable.

    Sincerely,

    UNIVERSAL
      SECURITY INSTRUMENTS, INC.

    James
      B.
      Huff

    Chief
      Financial Officer

              cc:

              Mr.
                Harvey B. Grossbatt, CEO

              Craig
                Miller, CPA

              Grant
                Thornton

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 6010

October 16, 2008

Via Facsimile and U.S. Mail

Mr. James B. Huff Chief Financial Officer Universal Security Instruments, Inc. 7-A Gwynns Mill Court Owings Mills, MD   21117
 Re: Universal Security Instruments, Inc.
  Form 10-K for the fiscal year ended March 31, 2008
Filed July 8, 2008
File No. 1-31747
Dear Mr. Huff:

We have reviewed your response letter dated September 25, 2008 and have the following
additional comments.  Where 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 revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we may ask  you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we may or may not 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 overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on 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. October 16, 2008 Page 2
Form 10-K for the fiscal year ended March 31, 2008
 Item 9. Controls and Procedures, page 21

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

 1. We note your response to prior comment three in which you state that you “have excluded the Canadian subsidiary from [y]our assessment of internal control over financial reporting” due to the subsidiaries placement into receivership.  Please tell us why you believe it is appropriate to exclude the Canadian subsidiary from your assessment considering that you continue to consolidate the assets and liabilities of the Canadian subsidiary and present them on a line-by-line basis in the notes to your financial statements.  Additionally, tell us how your assessment is in accordance with Item II.B.2 of SEC Release No. 33-8810: Commission Guidance Regarding Management's Report on Internal Control over Financial Reporting under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 which states that “management should clearly disclose its assessment of the effec tiveness of ICFR and, therefore, should not
qualify its assessment by stating that the company’s ICFR is effective subject to certain qualifications or exceptions.”
 2. As a related matter, we note in your response to prior comment three that “financial information included in [y]our filing was obtained from the Court appointed receiver and was not subject to the Company’s internal controls over financial reporting.”  In light of these facts, please tell us how you relied upon the financial information of the Canadian subsidiary.
 3. Additionally, please explain to us how the oversight of the operations and your controls and procedures of your Canadian subsidiary have changed before and after the placement into receivership.  Include in your response a discussion of whether or not any management that was in place prior to receivership remains in place post-receivership.
 4. We note your response to prior comments 4, 5 and 6.  We further note your intention to provide a final detailed summary of dissolution of your Canadian subsidiary when completed either during the quarter ended September 30, 2008 or December 31, 2008.  Although your assessment of internal controls over financial reporting pertains to your continuing operations (i.e., excluding Icon, your Canadian subsidiary), the explanation
provided on their effectiveness is insufficient.  Please describe in detail what the “mitigating controls” are and how they specifically address each of the material weaknesses cited.  In this regard, clarify whether or not there are material weaknesses related to your continuing operations and identify what they are, including whether or not there is a material weakness in the preparation of the consolidated income tax provision.  As previously requested, revise to disclose in detail each of the material weaknesses that have been identified for both Icon’s discontinued operations and your continuing operations, if applicable, and disclose your current remediation plans.

Mr. James B. Huff
Universal Security Instruments, Inc. October 16, 2008 Page 3
5. Not withstanding the above, please clarify how the uncertain tax positions and income tax issues of the Canadian subsidiary relate to your continuing operations.  Include in your discussion why you believe the Canadian tax issues only impacted the discontinued operations and why there was not a related impact on the consolidated operations.
 6. Also, please explain to us how management concluded that your disclosure controls and procedures were effective as of March 31, 2008 and June 30, 2008 in light of the material weaknesses relating to tax positions and the preparation of consolidated income tax provisions.
 Financial Statements, page F-1

 Consolidated Statements of Operations, page F-2

 7. We note your response to prior comment eight.   However, please separately present cost of goods sold purchased from the Hong Kong Joint Venture on the face of the statement
of operations in future filings to comply with Rule 4-08(k) of Regulation S-X.  Otherwise, explain in sufficient quantifiable detail why you believe the presentation of a breakout of the cost of goods sold line item would be less meaningful to the reader (and/or an investor).
 Exhibit 99.1

 The Joint Venture financial statements – Eyston Company Limited

 8. We refer to prior comment 15 and our verbal conversation on October 16, 2008, please include the March 31, 2006 audited financial statements of the Hong Kong joint venture in your amended filing.

General

9. In reference to your responses to provide an amended filing, please confirm your understanding that all other statements made to comply with our comments in future filings include providing such changes in this amendment, as applicable.

*    *    *    *

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 with your response that keys your response to our comments and provides any requested information.  Detailed cover

Mr. James B. Huff
Universal Security Instruments, Inc. October 16, 2008 Page 4
letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your response to our comment.
You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do not hesitate to contact Kevin L. Vaughn, Accounting Branch Chief, at (202) 551-3643.

        S i n c e r e l y ,                    Lynn Dicker              Reviewing Accountant

CORRESP
1
filename1.htm

    [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

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