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

                           -------------------------


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): May 28, 2004




                      UNIVERSAL SECURITY INSTRUMENTS, INC.

             (Exact name of registrant as specified in its charter)


Maryland                               0-7885                    52-0898545
(State or Other Jurisdiction   (Commission File Number)         (IRS Employer
of Incorporation)                                            Identification No.)


               7-A Gwynns Mill Court, Owings Mills, Maryland 21117
                    (Address of Principal Executive Offices)


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


                                  Inapplicable
          (Former Name or Former Address if Changed Since Last Report)





                    INFORMATION TO BE INCLUDED IN THE REPORT



Item 5.  Other Events and Required FD Disclosure.

     As  previously  reported,   Universal  Security   Instruments,   Inc.  (the
"Company")  was  advised  on  September  3,  2003  that an  action  was filed in
Baltimore  County Circuit Court by Michael Kovens,  a former director and former
chief executive  officer of the Company  ("Kovens")  against the Company and its
directors  seeking,  among other things,  to enjoin the Company from holding its
Annual Meeting of Stockholders on September 8, 2003 and other equitable relief.

     Following  a hearing on the  afternoon  of  September  3,  2003,  the Court
refused to issue a temporary  restraining order as requested by Kovens,  and the
Company's Annual Meeting was held as scheduled.

     On  October  2,  2003,  the  Court  granted  a joint  motion  to  stay  all
proceedings to allow the parties an opportunity to resolve  Kovens'  complaints,
and provided  that the stay may be  terminated  upon the request of any party at
any  time.  Subsequently,  the  Company  met with no less  than  three law firms
retained by Kovens. Apparently, Kovens remained unsatisfied.

     On May 27, 2004, yet another law firm (in fact, to the Company's knowledge,
the fifth to represent Kovens in this matter) filed an amended complaint seeking
declaratory  relief for essentially  the same matters  requested in the original
September 2003 complaint,  and additionally seeking monetary damages. Kovens has
filed  a copy  of his  amended  complaint  as an  exhibit  to his  Schedule  13D
amendment.

     The Company has been advised by its counsel  that the amended  complaint is
wholly without merit, and the Company intends to defend the action aggressively.



                                  SIGNATURES

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

                                            UNIVERSAL SECURITY INSTRUMENTS, INC.
                                            (Registrant)


Date: June 3, 2004                          By:    /s/ Harvey B. Grossblatt
                                               ---------------------------------
                                               Harvey B. Grossblatt
                                               President