SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                         Commission File Number: 0-7885

                          NOTIFICATION OF LATE FILING

      (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
                                 [ ] Form N-SAR

                        For Period Ended:       March 31, 2004
                                         ----------------------------

[  ] Transition Report on Form 10-K       [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F       [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

                        For the Transition Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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                                     PART I
                            REGISTRATION INFORMATION

Full Name of Registrant:         Universal Security Instruments, Inc.
                        --------------------------------------------------------

Former Name if Applicable:    N/A
                          ------------------------------------------------------
Address of Principal Executive Office (Street and Number): 7-A Gwynns Mill Court
                                                           ---------------------

City, State and Zip Code:        Owings Mills, Maryland 21117
                         -------------------------------------------------------


                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense and the  registrant  seeks  relief  pursuant  to Rule  12b-25  (b),  the
following should be completed. (Check box if appropriate)

     [X]  (a) The reasons  described  in  reasonable  detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

     [X]  (b) The subject annual report,  semi-annual report,  transition report
          on Form 10-K,  Form  20-F,  Form 11-K,  Form N-SAR or Form  N-CSR,  or
          portion thereof will be filed on or before the fifteenth  calendar day
          following the prescribed due date; or the subject  quarterly report or
          transition report on Form 10Q, or portion thereof, will be filed on or
          before the fifth calendar day following the prescribed due date; and

     [ ]  (c) The  accountant's  statement  or  other  exhibit  required by Rule
          12-b-25 (c) has been attached if applicable.





                                    PART III
                                   NARRATIVE

     State below in reasonable detail the reasons why the form 10-K, 20-F, 11-K,
10-Q, N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be
filed within the prescribed time period.

     The Registrant  owns a 50% interest in a Hong Kong Joint Venture  operating
in the Peoples Republic of China ("Joint Venture").  Pursuant to Regulation S-X,
the registrant is required to include certain  financial  information  about the
Joint Venture in the Registrant's Annual Report on Form 10-K. The Registrant has
previously  announced  that the Joint  Venture is exploring a possible Hong Kong
initial public offering to be listed on the Hong Kong Stock  Exchange.  While no
assurances  can be given  that the Joint  Venture  will make an  initial  public
offering in Hong Kong, the Joint  Venture's  efforts in this regard have delayed
the completion of the preparation of the Joint Venture's financial statements.


                                     PART IV
                                OTHER INFORMATION

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification.

             Harvey B. Grossblatt      (410)            363-3000
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                  (Name)            (Area Code)   (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of Investment  Company Act of
1940  during  the  proceeding  12 months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). [X] Yes [ ] No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings  statements to be included in the subject report or portion thereof?
[  ]Yes [X] No

     If so: attach an explanation of the anticipated change both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:  June 29, 2004                        By:      /s/ Harvey B. Grossblatt
                                               ---------------------------------
                                               Harvey B. Grossblatt
                                               President