SCHEDULE 14A
                                 (RULE 14A-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

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Filed by a Party other than the Registrant |_|

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                                                   Commission Only (as permitted
                                                   by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
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                (Name of Registrant as Specified in Its Charter)

                                       N/A
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                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                              7-A GWYNNS MILL COURT
                          OWINGS MILLS, MARYLAND 21117


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                   TO BE HELD
                                 OCTOBER 9, 2006


To the Shareholders of Universal Security Instruments, Inc.:

      The Annual  Meeting of  Shareholders  of Universal  Security  Instruments,
Inc., a Maryland  corporation  (the  "Company")  will be held at the  Pikesville
Hilton, 1726 Reisterstown Road, Baltimore,  Maryland, on October 9, 2006 at 8:30
a.m., local time, for the following purposes:

      1.    To  elect  one  director  to  serve  until  the  Annual  Meeting  of
            Shareholders to be held in 2009 and until their  successors are duly
            elected and qualify;

      2.    To  transact  such other  business as may  properly  come before the
            meeting or any adjournments or postponements thereof.

      The Board of  Directors  has fixed  August 14, 2006 as the record date for
the  determination  of  shareholders  entitled to notice of, and to vote at, the
meeting.


                                        By Order of the Board of Directors

                                        James B. Huff
                                        Secretary

Owings Mills, Maryland
August 28, 2006



                       IMPORTANT - YOUR PROXY IS ENCLOSED

      WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  PLEASE  COMPLETE,  DATE,
SIGN,  AND MAIL THE  ACCOMPANYING  FORM OF PROXY TO THE  COMPANY AS  PROMPTLY AS
POSSIBLE IN THE  ENCLOSED  ENVELOPE.  NO POSTAGE IS REQUIRED  FOR MAILING IN THE
UNITED STATES.




                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                              7-A GWYNNS MILL COURT
                          OWINGS MILLS, MARYLAND 21117
                                 (410) 363-3000


                                 PROXY STATEMENT

      The accompanying proxy is solicited by the Board of Directors of Universal
Security  Instruments,   Inc.,  a  Maryland  corporation  (the  "Company"),   in
connection  with the Annual Meeting of Shareholders to be held on Monday October
9, 2006, or at any adjournments or postponements  thereof,  for the purposes set
forth in the  accompanying  notice of the meeting.  The Board of  Directors  has
fixed the close of business  on August 14, 2006 as the record date (the  "Record
Date") for the determination of shareholders  entitled to notice of, and to vote
at, the meeting.  On that date, there were  outstanding  1,809,301 shares of the
Company's Common Stock par value $.01 per share (the "Shares").

      Each  record  holder of Shares on the Record  Date is entitled to one vote
for each Share held on all matters to come  before the  meeting,  including  the
election  of  directors.  Shares  may  be  voted  in  person  or by  proxy.  The
accompanying  proxy may be revoked by the person  giving it at any time prior to
its being voted by filing a written notice of such revocation with the Secretary
of the Company,  by executing a proxy  bearing a later date or by attending  the
meeting and voting in person.


                              BENEFICIAL OWNERSHIP

      The following  table  reflects the names and addresses of the only persons
known to the  Company  to be the  beneficial  owners of 5% or more of the Shares
outstanding  as of the Record  Date.  For  purposes  of  calculating  beneficial
ownership,  Rule  13d-3  of the  Securities  Exchange  Act of 1934,  as  amended
("Exchange Act") requires  inclusion of Shares that may be acquired within sixty
days of the Record Date.  Unless  otherwise  indicated in the  footnotes to this
table,  beneficial  ownership of shares  represents  sole voting and  investment
power with respect to those Shares.

 NAME AND ADDRESS                SHARES BENEFICIALLY           PERCENT
OF BENEFICIAL OWNER                     OWNED                 OF CLASS
-------------------              -------------------          ---------

Harvey B. Grossblatt                   114,727(1)               6.18%
7-A Gwynns Mill Court
Owings Mills, MD 21117

Michael Kovens                         138,642                  7.66%
6 Regency Court
Baltimore, MD 21208

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

(1)   Includes  47,666  shares which Mr.  Grossblatt  presently has the right to
      acquire through the exercise of stock options.


                                       2


                              ELECTION OF DIRECTORS

      The Board of Directors currently consists of four directors. The Company's
directors  are  divided  into three  classes  and are elected for terms of three
years each and until their  successors  are elected and  qualify.  The Board has
nominated  Ronald A. Seff,  M.D.  for  election  as  director at the 2006 Annual
Meeting to serve for a term of three  years and until his  successor  is elected
and  qualifies.  A quorum for the Annual  Meeting  consists of a majority of the
issued and  outstanding  Shares  present in person or by proxy and  entitled  to
vote.  Under  Maryland law,  unless a  corporation's  charter or bylaws  provide
otherwise,  directors  are elected by a plurality of all votes cast at a meeting
at which a quorum is present.  The Company's Bylaws provide that the affirmative
vote of a majority of the Shares issued and  outstanding and entitled to vote is
necessary  for the election of directors.  If no nominee  receives the requisite
vote,  Dr. Seff will  continue to serve as director  until his successor is duly
elected and  qualifies.  Consequently,  withholding  of votes,  abstentions  and
broker non-votes with respect to Shares otherwise  present at the Annual Meeting
in person or by proxy will have the effect of a vote withheld.

      Unless  contrary  instruction  is given,  the persons named in the proxies
solicited by the Board of  Directors  will vote each such proxy for the election
of the named nominee.  If the nominee is unable to serve, the shares represented
by all properly  executed  proxies which have not been revoked will be voted for
the election of such  substitute  as the Board of Directors may recommend or the
Board of Directors may reduce the size of the Board to eliminate the vacancy. At
this time, the Board does not anticipate that the nominee will be unavailable to
serve.

      The  following  table sets forth,  for the  nominees  and each  continuing
director,  his  name,  age as of the  Record  Date,  the year he first  became a
director of the Company,  the  expiration of his current term,  and whether such
individual has been  determined by the Board to be  "independent"  as defined in
Section 121A of the American Stock Exchange  (Amex) Company Guide.  There are no
known  arrangements  or  understandings  between  any  director  or nominee  for
director of the Company and any other person  pursuant to which such director or
nominee has been selected as a director or nominee.

                                                       CURRENT TERM
                                           DIRECTOR     TO EXPIRE
             NAME                  AGE      SINCE       ---------    INDEPENDENT
             ----                  ---      -----                    -----------

Board Nominees for Term to Expire in 2009

Ronald A. Seff, M.D.               58       2002          2006             Yes

Directors Continuing in Office
Cary Luskin                        49       2002          2007             Yes
Howard Silverman, Ph.D.            64       2002          2007             Yes
Harvey B. Grossblatt               60       1996          2008              No

Presented  below is certain  information  concerning  the nominees and directors
continuing in office.  Unless otherwise stated,  all directors and nominees have
held the positions indicated for at least the past five years.

      HARVEY B. GROSSBLATT was Chief Financial  Officer of the Company from 1983
until August 2004, Secretary and Treasurer of the Company from 1988 until August
2004,  Chief  Operating  Officer of the Company from April 2003  through  August
2004, and Chief Executive Officer since August 2004.

      RONALD A. SEFF,  M.D.  has been in the private  practice of  ophthalmology
since 1977.  From 1977 until 1998,  Dr. Seff  practiced  with,  and was a senior
executive of, a large medical practice with four offices in Maryland.

      CARY LUSKIN has been in the retail  electronic  business since 1978. Since
1998,  Mr. Luskin has been  President of The Big Screen Store,  Inc., a chain of
large-screen television retail stores.

      HOWARD  SILVERMAN,  PH.D.  has been in the mental health field for over 30
years.  From 1990 to 2001, Dr.  Silverman was Vice President of Magellan  Health
Service, and since 2001 he has served as a consultant in the field.


                                       3


                              CORPORATE GOVERNANCE

      The Board of  Directors  periodically  reviews  its  corporate  governance
policies and  procedures to ensure that the Company meets the highest  standards
of  ethical  conduct,  reports  results  with  accuracy  and  transparency,  and
maintains full compliance with the laws, rules and regulations  which govern the
Company's operations.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

      Board of Directors. During the fiscal year ended March 31, 2006, the Board
met four  times.  No  incumbent  director  attended  fewer than 75% of the total
number of meetings of the Board of Directors of the Company held during the year
and the total number of meetings  held by all  committees  on which the director
served during such year. Board members are expected to attend the Annual Meeting
of Shareholders, and all incumbent directors attended the 2005 Annual Meeting of
Shareholders.

      Audit  Committee.  The Audit Committee is appointed by the Board to assist
the Board in its duty to oversee the Company's  accounting,  financial reporting
and  internal  control  functions  and  the  audit  of the  Company's  financial
statements.  The  Committee's  responsibilities  include,  among others,  direct
responsibility  for hiring,  firing,  overseeing the work of and determining the
compensation for the Company's independent auditors,  who report directly to the
Audit Committee.  The members of the Audit Committee are Mr. Luskin  (Chairman),
Dr. Seff and Dr. Silverman,  none of whom is an employee of the Company and each
of  whom  is  independent  under  existing  Amex  and  Securities  and  Exchange
Commission  (SEC)  requirements.  The Board has examined the SEC's definition of
"audit committee financial expert" and determined that Mr. Luskin satisfies this
definition.  Accordingly,  Mr.  Luskin has been  designated  by the Board as the
Company's audit committee  financial expert.  During the fiscal year ended March
31, 2006,  the Audit  Committee met four times.  The Board has adopted a written
charter for the Audit  Committee,  which is attached to this Proxy  Statement as
Appendix A.

      Nominations.  The independent  members of the Company's Board of Directors
acts as a  nominating  committee  for the annual  selection  of its nominees for
election as  directors,  and the Board held one  meeting  during the 2006 fiscal
year in order to make nominations for directors. The Board of Directors believes
that the interests of the Company's  shareholders  are served by relegating  the
nominations  process to the full Board,  the  majority of which are  independent
from  management.   While  the  Board  will  consider  nominees  recommended  by
shareholders,  it has not actively solicited  recommendations from the Company's
shareholders for nominees,  nor established any procedures for this purpose.  In
considering  prospective  nominees,  the  Board  will  consider  the  prospect's
relevant financial and business experience,  the integrity and dedication of the
prospect, his independence and other factors the Board deems relevant. The Board
of  Directors   will  apply  the  same  criteria  to  nominees   recommended  by
shareholders  as those  recommended by the full Board.  Nominations for director
may be made by  shareholders,  provided  such  nominations  comply with  certain
timing and  informational  requirements set forth in the Company's  Bylaws.  See
"Other Matters" elsewhere in this Proxy Statement.

      Compensation Committee. The Board's Compensation Committee consists of Mr.
Luskin  (Chairman),  Dr. Seff and Dr. Silverman,  none of whom is an employee of
the  Company  and  each of whom  is  independent  under  existing  Amex  and SEC
requirements.   The  Compensation   Committee  is  charged  with  reviewing  and
determining  the  compensation  of the  Chief  Executive  Officer  and the other
executive  officers of the  Company.  The  Compensation  Committee  met one time
during the fiscal year ended March 31, 2006.

DIRECTOR COMPENSATION

      During the Company's fiscal year ended March 31, 2006, Mr. Grossblatt, the
Company's  president  and  chief  executive  officer,   received  no  additional
compensation for serving as a director. Directors are eligible to participate in
the Company's  Non-Qualified Stock Option Plan. During the Company's fiscal year
ended March 31, 2006, the Company paid to each of Mr. Luskin, Dr. Silverman, and
Dr.  Seff a $10,000  fee for annual  service as a  director,  payable in cash or
Shares (computed at the closing price as reported by the Amex on the date of the
payment).  On March  23,  2006,  each  outside  Director  received  an option to
purchase  3,000  Shares at an  exercise  price of $21.45  per  share,  issued in
accordance with the Company's Non-Qualified Stock Option Plan.


                                       4


CODE OF ETHICS

      The  Company  has  adopted a Code of  Business  Conduct and Ethics that is
designed to promote the highest  standards of ethical  conduct by the  Company's
directors, executive officers and employees.

COMMUNICATIONS WITH THE BOARD

Any shareholder desiring to contact the Board, or any specific director(s),  may
send  written  communications  to: Board of  Directors  (Attention:  (Name(s) of
director(s),  as  applicable)),  c/o the  Company's  Secretary,  7-A Gwynns Mill
Court, Owings Mills,  Maryland 21117. Any proper  communication so received will
be processed by the Secretary.  If it is unclear from the communication received
whether it was  intended  or  appropriate  for the  Board,  the  Secretary  will
(subject  to  any  applicable  regulatory  requirements)  use  his  judgment  to
determine  whether  such  communication  should be  conveyed to the Board or, as
appropriate, to the member(s) of the Board named in the communication.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Board's  Compensation  Committee  consists of Mr. Luskin, Dr. Seff and
Dr.  Silverman,  none of whom is an officer  or  employee  of the  Company or an
officer or employee  of any company for which any officer of the Company  serves
as a member of the compensation committee or board member.


      INFORMATION REGARDING SHARE OWNERSHIP OF MANAGEMENT

      The following table sets forth  information with respect to the beneficial
ownership of the Shares as of the Record Date by (i) each  executive  officer of
the Company named in the Summary  Compensation  Table included elsewhere in this
Proxy  Statement,  (ii) each current director and each nominee for election as a
director  and (iii) all  directors  and  executive  officers of the Company as a
group.  For  purposes of  calculating  beneficial  ownership,  Rule 13d-3 of the
Exchange Act requires inclusion of Shares that may be acquired within sixty days
of the Record Date.  Unless otherwise  indicated in the footnotes to this table,
beneficial  ownership of shares represents sole voting and investment power with
respect to those Shares.




NAME OF BENEFICIAL OWNER                 SHARES BENEFICIALLY OWNED    PERCENT OF CLASS
------------------------------------     -------------------------    -----------------
                                                                       
Harvey B. Grossblatt (1)                          114,727                     6.18%
Cary Luskin (2)                                    55,717                     3.06%
Ronald A. Seff, M.D. (3)                           59,352                     3.27%
Howard Silverman, Ph.D. (4)                        18,055                     0.99%
James B. Huff (5)                                   7,250                     0.40%
All directors and executive officers
as a group (5 persons) (6)                        255,101                    13.45%


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

(1)   Includes 47,666 shares Mr. Grossblatt has the right to acquire through the
      exercise of stock options.
(2)   Includes  13,333  shares Mr.  Luskin has the right to acquire  through the
      exercise of stock options.
(3)   Includes  3,000  shares  Dr.  Seff has the right to  acquire  through  the
      exercise of stock options.
(4)   Includes 16,666 shares Dr.  Silverman has the right to acquire through the
      exercise of stock  options.
(5)   Includes  7,250  shares  Mr.  Huff has the right to  acquire  through  the
      exercise of stock options.
(6)   See footnote 1-5 above.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Section 16(a) of the Exchange Act requires  that the  Company's  directors
and  executive  officers and each person who owns more than 10% of the Company's
Shares,  file  with  the SEC an  initial  report  of  beneficial  ownership  and
subsequent  reports of changes in  beneficial  ownership  of the Shares.  To the
Company's knowledge,  based solely upon the review of the copies of such reports
furnished to us, all of these reporting  persons complied with the Section 16(a)
filing  requirements  applicable to them with respect to transactions during the
fiscal year ended March 31, 2006.


                                       5


                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table reflects,  with respect to the Chief Executive Officer
and each  executive  officer of the Company whose annual  compensation  exceeded
$100,000 in the fiscal year ended March 31, 2006, the aggregate  amounts paid to
or  accrued  for  such  officers  as  compensation  for  their  services  in all
capacities during the fiscal years ended March 31, 2006, 2005 and 2004:



                                                ANNUAL COMPENSATION             LONG-TERM COMPENSATION
                                                -------------------             ----------------------
         NAME AND                                               OTHER ANNUAL                                ALL OTHER
    PRINCIPAL POSITION       YEAR      SALARY       BONUS       COMPENSATION              OPTIONS          COMPENSATION
    ------------------       ----      ------       -----       ------------              -------          ------------
                                                                                         
                             2006     $ 266,430    $ 163,530         -0-                  5,000            $  25,990(1)
Harvey B. Grossblatt         2005     $ 186,886    $  98,196         -0-                 10,000            $  18,109(1)
President and Chief          2004     $ 180,752    $  84,000         -0-                    -0-            $  17,592(1)
Executive Officer

James B. Huff                2006     $ 125,000    $   4,000         -0-                  3,000            $   1,239(2)
Chief Financial Officer,     2005     $  69,168          -0-         -0-                  8,000            $     518(2)
Secretary, Treasurer


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

(1)   Represents  payment  of term  life  insurance  premiums  in the  amount of
      $7,490,  $1,404 and $1,153 for the fiscal years ended March 31, 2006, 2005
      and 2004,  respectively;  and Company contributions on behalf of the named
      officer to the Company's  401(k) Plan in the amount of $18,500 and $16,705
      for the fiscal years ended March 31, 2006 and 2005, respectively.

(2)   Represents payment of term life insurance premiums in the amount of $1,239
      and $518 for the fiscal years ended March 31 2006 and 2005, respectively.


OPTION GRANTS IN LAST FISCAL YEAR



                                                                                     POTENTIAL REALIZABLE VALUE AT ASSUMED
                                                                                          ANNUAL RATES OF STOCK PRICE
                                 INDIVIDUAL GRANTS                                     APPRECIATION FOR OPTION TERM (1)
                                 -----------------                                   -------------------------------------
                                          % OF TOTAL       EXERCISE
                            NO. OF     OPTIONS GRANTED      OR BASE
                           OPTIONS       TO EMPLOYEES        PRICE      EPIRATION
          NAME             GRANTED      IN FISCAL YEAR     ($/SHARE)       DATE              5%                 10%
          ----             -------                ----     ---------       ----              --                 ---

                                                                                          
Harvey B. Grossblatt        5,000           27.03%         $ 21.45       03/23/11         $ 31,850             $ 68,300
James B. Huff               3,000           16.22%         $ 21.45       03/23/11         $ 19,110             $ 40,980



AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL  YEAR AND FISCAL  YEAR END OPTION
VALUES

      The following table sets forth,  for each of the executive  officers named
in the Summary  Compensation Table,  information with respect to the exercise of
stock options during the Company's fiscal year ended March 31, 2006 and holdings
of unexercised options at the end of the fiscal year:



                                    SHARES                      NUMBER OF UNEXERCISED             VALUE OF UNEXERCISED
                                 ACQUIRED ON     VALUE               OPTIONS/SARS              IN-THE-MONEY OPTIONS/SARS
        NAME                       EXERCISE    REALIZED           AT FISCAL YEAR END             AT FISCAL YEAR END($)(1)
        ----                       --------    --------       ---------------------------     ----------------------------
                                                              Exercisable   Unexercisable     Exercisable    Unexercisable
                                                              -----------   -------------     -----------    -------------
                                                                                                     
Harvey B. Grossblatt                17,666       259,690         87,666           -0-          $ 1,507,778            -0-
James B. Huff                          -0-           -0-          7,250         3,750          $    78,740       $ 43,350


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

(1)   Based on the excess of (i) the aggregate  market value  (closing  price on
      the American Stock  Exchange) of the  underlying  shares on March 31, 2006
      over (ii) the aggregate exercise price of the options.


                                       6


EXECUTIVE EMPLOYMENT AGREEMENTS

      Harvey  Grossblatt  entered into an employment  agreement with the Company
originally  effective  April 1,  2002.  As  amended,  the  employment  agreement
currently  provides  that Mr.  Grossblatt is employed for a term ending July 31,
2008 at an annual base salary of $180,000  subject to  automatic  annual cost of
living  increases  up to 4% and  further  subject to  increases  in the  Board's
discretion.  Additionally,  Mr. Grossblatt is entitled to bonus compensation for
each fiscal year of the Company in which the Company  earned  pre-tax net income
in excess of an amount  equal to 8% of  shareholders'  equity as of the start of
the fiscal  year,  as follows:  3% of all (after the 8%  threshold)  pre-tax net
income up to $1  million,  4% of pre-tax net income  from $1-$2  million,  5% of
pre-tax  net income  from $2-$3  million,  6% of pre-tax  net income  from $3-$4
million,  7% of pre-tax  net income  over $4  million.  Mr.  Grossblatt  is also
entitled  to  life,   health  and   disability   insurance   benefits,   medical
reimbursement,   automobile   allowance,   and  Company  paid   retirement  plan
contributions.

      Effective July 18, 2005, Mr. Grossblatt's Employment Agreement was amended
to reflect his new duties as Chief  Executive  Officer  following Mr.  Knepper's
passing on August 4, 2004. The amended agreement provides that Mr.  Grossblatt's
base annual salary  beginning July 18, 2005 is $300,000,  increasing to $325,000
on August 1, 2006, and to $350,000 on August 1, 2007. The amended  agreement did
not change the calculation of Mr.  Grossblatt's bonus compensation or materially
change the terms of Mr. Grossblatt's benefits.

      If the Employment Agreement is not renewed by the Company or is terminated
by Mr.  Grossblatt  for good reason,  Mr.  Grossblatt is entitled to receive his
compensation  through any balance of the employment term plus a lump sum payment
equal to his last 12 months base  salary and bonus,  health  benefits  for three
years,  and an  additional  lump sum payment  payable on each of the first three
anniversaries  of the  termination  equal to the 401(k)  plan  contribution  the
Company would have made on behalf of the Company had he remained employed by the
Company.

      If Mr. Grossblatt's  employment is terminated following or in anticipation
of a "change of  control" of the  Company,  Mr.  Grossblatt  will be entitled to
receive a lump sum  payment  equal to his base  salary  for the  balance  of the
Employment  Agreement's term and the amount of Mr.  Grossblatt's  last bonus. In
addition, Mr. Grossblatt is entitled to receive health benefits for three years,
and an additional lump sum payment payable on the anniversary of the termination
equal to the 401(k) plan  contribution  the Company would have made on behalf of
the Company had he remained employed by the Company. Furthermore, Mr. Grossblatt
will  receive  an amount  equal to three  times his base  salary for the last 12
months and the amount of his last bonus,  limited to 2.99 times Mr. Grossblatt's
average  annual taxable  compensation  from the Company which is included in his
gross income for the five taxable years of the Company ending before the date on
which the change of control occurs.

      If the  Employment  Agreement  is  terminated  by the  Company  due to Mr.
Grossblatt's  death, Mr.  Grossblatt's  estate is entitled to receive a lump sum
payment  equal  to his  base  salary  for  the  greater  of the  balance  of the
Employment  Agreement's  term  or  one  year,  reduced  by any  individual  life
insurance benefits the premiums for which are paid for by the Company,  plus the
amount  of his last  bonus and the  amount of the  Company's  last  401(k)  plan
contribution made on behalf of Mr.  Grossblatt.  In addition,  Mr.  Grossblatt's
estate is entitled to the health  insurance and medical  reimbursement  benefits
for the longer of the balance of the term or three years  following  the date of
death, or the cash equivalent thereof.

      If the  Employment  Agreement  is  terminated  by the  Company  due to Mr.
Grossblatt's  disability,  Mr. Grossblatt is entitled to the continuation of the
payment of his base salary for the balance of the term,  reduced by any group or
individual  disability income insurance benefits the premiums for which are paid
for  by  the  Company  and  Social  Security  disability  benefits  paid  to Mr.
Grossblatt.  In addition, Mr. Grossblatt is entitled to the health insurance and
medical  reimbursement   benefits  and  a  payment  equal  to  the  401(k)  plan
contribution  the  Company  would  have  made on behalf  of the  Company  had he
remained  employed by the Company,  for the longer of the balance of the term or
three years following the date of disability, or the cash equivalent thereof.

      The Employment Agreement generally prohibits Mr. Grossblatt from competing
with the Company during the term and during any  subsequent  period during which
he receives compensation from the Company.


                                       7



EQUITY COMPENSATION PLAN INFORMATION

      The  following  table  provides  information,  as of March 31, 2006,  with
respect to all compensation  arrangements  maintained by the Company under which
Shares may be issued:




----------------------------------- ------------------------- ---------------------- ----------------------------------------
Plan Category                       Number of securities to     Weighted-average         Number of securities remaining
                                    be issued upon exercise     exercise price of      available for future issuance under
                                    of outstanding options,   outstanding options,    equity compensation plans (excluding
                                      warrants and rights      warrants and rights     securities reflected in column (a)
----------------------------------- ------------------------- ---------------------- ----------------------------------------
                                                                                             
                                               (a)                     (b)                             (c)
----------------------------------- ------------------------- ---------------------- ----------------------------------------
Equity compensation plans
approved by security holders                 242,496                  $ 7.31                           1,175
----------------------------------- ------------------------- ---------------------- ----------------------------------------
Equity compensation plans not
approved by security holders                     -0-                     -0-                             -0-
----------------------------------- ------------------------- ---------------------- ----------------------------------------
              Total                          242,496                  $ 7.31                           1,175
----------------------------------- ------------------------- ---------------------- ----------------------------------------



                      REPORT OF THE COMPENSATION COMMITTEE

      For the  fiscal  year  ended  March  31,  2006,  the  compensation  of the
Company's chief executive  officer was determined by the Compensation  Committee
and confirmed by the Board of Directors.

      COMPENSATION  PHILOSOPHY.  The  philosophy of the Committee and Board with
respect to executive  compensation is to ensure that the interests of management
and  employees  are  identical to the  interests of the  Company's  owners - the
shareholders.  To that end, the Committee has  implemented  and will continue to
implement a compensation  strategy that includes base salary and cash bonus,  as
well as stock options which will reward management for adding shareholder value.
Base salary has been  established  at levels which are  necessary to attract and
retain a high  caliber  management,  and cash  bonuses  are  designed to provide
short-term rewards for current accomplishments. Stock options provide management
with a long-term investment in the Company, the value of which is dependent upon
their success in maximizing shareholder values.

      This  approach  to  employee  remuneration  carries  through to salary and
incentive compensation for the Company's non-management  personnel, as well. The
Company's  Non-Qualified  Stock Option Plan is designed to reward the  Company's
valuable  employees for their individual  contributions to the  profitability of
the Company and provide them with a long-term interest in the Company's success.

      The  total  compensation  for  Mr.  Grossblatt,  as  President  and  Chief
Executive  Officer of the Company,  during the fiscal year ended March 31, 2006,
was  based  on his  employment  agreement  and the  overall  performance  of the
Company. As chief executive officer of the Company,  Mr. Grossblatt played a key
role in the  Company's  financial  performance  over the past five  years and is
responsible for the overall condition of the Company.

      It is the  intention of the  Committee  and Board to review the  Company's
executive  compensation  structure to insure that the Company has the  continued
ability to attract and retain the high caliber  executive  talent.  To that end,
the Committee and Board will take into account salaries of senior  management of
companies of similar size within the security products industry.

      BASE SALARY.  Base salary for senior  management  for fiscal year 2006 was
based upon  employment  agreements  or salaries  paid to such  personnel  in the
preceding year.

      SALARY  INCREASES AND INCENTIVE  BONUSES.  Salary  increases and incentive
bonuses  for  senior  management  were  dependent  on  the  Company's  financial
performance.


                                       8



      STOCK OPTION PLAN. To promote the best  long-term  benefits to the Company
and its shareholders, the Company has a Non-Qualified Stock Option Plan ("Plan")
under which  directors,  officers and employees  may be granted  awards of stock
options.  The  purpose  of  the  Plan  is  to  provide  equity-based   incentive
compensation  based on the  long-term  appreciation  in  value of the  Company's
Shares and to promote  the  interests  of the Company  and its  shareholders  by
encouraging  greater management  ownership of the Company's Shares. Some options
granted  or to be granted  under the Plan vest over a period of  several  years,
thereby providing a long-term incentive and encouraging a long-term relationship
between the employee  and the Company.  Awards under the Plan have been and will
be made to employees who have demonstrated  significant  management potential or
who  have  the  capacity  for  contributing  in a  substantial  measure  to  the
successful  performance of the Company.  As of March 31, 2006,  there remained a
maximum of 1,175  Shares  available  be issued  under the Plan,  and  options to
purchase 242,496 Shares are outstanding.

                                                COMPENSATION COMMITTEE
                                                Cary Luskin
                                                Howard Silverman, Ph.D.
                                                Ronald A. Seff, M.D.


                                PERFORMANCE GRAPH

      The following graph compares the cumulative  total  shareholder  return on
the  Company's  Shares for the period March 31, 2001 through March 31, 2006 with
the  cumulative  total  return for the same period for the NASDAQ  Stock  Market
(U.S.  & Foreign)  Index and the Dow Jones  Wilshire  Smallcap  Index.  Dividend
reinvestment has been assumed.

                               [GRAPHIC OMITTED]



------------------------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
                                 3/31/2001     3/31/2002     3/31/2003     3/31/2004     3/31/2005      3/31/2006
------------------------------------------------------------------------------------------------------------------
                                                                                      
UNIVERSAL SECURITY
INSTRUMENTS, INC.                $  100.00     $  296.00     $  680.80    $ 1,368.00    $ 1,634.13      $ 2,325.33
------------------------------------------------------------------------------------------------------------------
NASDAQ (U.S. AND FOREIGN)        $  100.00     $   94.60     $   61.02     $   86.14     $   86.27       $  111.94
------------------------------------------------------------------------------------------------------------------
DOW JONES WILSHIRE SMALLCAP      $  100.00     $  117.11     $   88.27     $  146.04     $  157.65       $  198.51
------------------------------------------------------------------------------------------------------------------


Source:  Research Data Group, Inc


                                       9


                          REPORT OF THE AUDIT COMMITTEE

      The Audit  Committee has reviewed and discussed with management the annual
audited financial statements of the Company and its subsidiaries.

      The Audit Committee has discussed with Grant Thornton LLP, the independent
auditors for the Company for the fiscal year ended March 31,  2006,  the matters
required to be discussed by  Statement  on Auditing  Standards  61. The Board of
Directors  has  received  the  written  disclosures  and  the  letter  from  the
independent auditors required by Independent  Standards Board Standard No. 1 and
has  discussed  with  the  independent   auditors  the   independent   auditors'
independence.

      Based on the  foregoing  review and  discussions,  the Board of  Directors
approved the  inclusion of the audited  financial  statements  in the  Company's
Annual  Report on Form 10-K for the fiscal  year ended March 31, 2006 for filing
with the Securities and Exchange Commission.

                                                THE AUDIT COMMITTEE
                                                Cary Luskin
                                                Howard Silverman, Ph.D.
                                                Ronald A. Seff, M.D.


                         INDEPENDENT PUBLIC ACCOUNTANTS

      The Audit  Committee  has selected  the firm of Grant  Thornton LLP as the
Company's  independent  public  accountants  for the current fiscal year.  Grant
Thornton LLP has served as the Company's  independent  public  accountants since
1999.  Representatives  of Grant  Thornton LLP are expected to be present at the
meeting,  and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions.

      The following is a description  of the fees billed to the Company by Grant
Thornton  LLP (the  "Auditor")  during the fiscal years ended March 31, 2006 and
2005:

AUDIT FEES

      Audit fees include  fees paid by the Company to the Auditor in  connection
with the annual audit of the Company's  consolidated  financial statements,  and
review of the Company's  interim financial  statements.  Audit fees also include
fees for services performed by the Auditor that are closely related to the audit
and in many cases could only be provided by the Auditor.  Such services  include
consents  related to Securities  and Exchange  Commission  and other  regulatory
filings.  The aggregate fees for audit services  rendered to the Company for the
years ended March 31, 2006 and 2005 totaled $125,000 and $114,000, respectively.

AUDIT RELATED FEES

      Audit  related  services   include  due  diligence   services  related  to
accounting  consultations,  internal  control reviews and employee  benefit plan
audits. There were no audit related services provided in either year.

TAX FEES

      Tax fees include corporate tax compliance,  counsel and advisory services.
The  aggregate  fees  billed to the  Company by the  Auditor for the tax related
services  rendered  to the  Company  for the years ended March 31, 2006 and 2005
totaled $0 and $6,000, respectively.

APPROVAL OF INDEPENDENT AUDITOR SERVICES AND FEES

      The Company's  Audit  Committee  reviews all fees charged by the Company's
independent  auditors,  and actively monitors the relationship between audit and
non-audit services provided.  The Audit Committee must pre-approve all audit and
non-audit  services  provided by the  Company's  independent  auditors  and fees
charged.


                                       10


                                  OTHER MATTERS

      The  Board of  Directors  is not aware of any  other  matter  which may be
presented for action at the 2006 Annual Meeting of Shareholders,  but should any
other  matter  requiring  a vote of the  shareholders  arise at the 2006  Annual
Meeting,  it is intended that the proxies will be voted with respect  thereto in
accordance  with the best judgment of the person or persons  voting the proxies,
discretionary authority to do so being included in the proxy.

      The cost of soliciting proxies will be borne by the Company.  Arrangements
will be made with brokerage firms and other custodians, nominees and fiduciaries
to forward solicitation materials to the beneficial owners of the Shares held of
record by such persons, and the Company will reimburse them for their reasonable
out-of-pocket expenses. Officers and directors may also solicit proxies.

      The nominee for director who receives a majority of the votes  entitled to
be cast for the election of directors at the Annual Meeting will be elected.  In
respect of any other matter,  the affirmative  vote of the holders of a majority
of the Shares entitled to vote on the issue, in person or by proxy, is necessary
to approve the matter.

      As a matter of policy,  the  Company  will accord  confidentiality  to the
votes of individual  shareholders,  whether submitted by proxy or ballot, except
in  limited  circumstances,  including  any  contested  election,  or as  may be
necessary  to meet legal  requirements.  Votes cast by proxy or in person at the
Annual  Meeting will be tabulated by the Company and will  determine  whether or
not a quorum is present.  Abstentions will be treated as shares that are present
and entitled to vote for purposes of determining the presence of a quorum but as
unvoted for purposes of determining the approval of any matter  submitted to the
shareholders  for a vote.  If a broker  indicates  on the proxy that it does not
have  discretionary  authority  as to  certain  shares  to vote on a  particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.

      Any shareholder  desiring to present a proposal at the 2007 Annual Meeting
of  Shareholders  and  wishing  to have  that  proposal  included  in the  proxy
statement  for that meeting must submit the same in writing to the  Secretary of
the Company at 7-A Gwynns Mill Court,  Owings Mills,  Maryland 21117, in time to
be received  by May 1, 2007.  In  addition,  if a  shareholder  desires to bring
business  (including  director  nominations)  before the 2007 Annual  Meeting of
Shareholders  that  is not  the  subject  of a  proposal  timely  submitted  for
inclusion in the Company's Proxy Statement,  written notice of such business, as
currently  prescribed in the Company's Bylaws, must be received by the Company's
Secretary between April 1, 2007 and May 1, 2007. For additional requirements,  a
shareholder  should  refer to  Article  I,  Section 8 of the  Company's  Bylaws,
"Advance  Notice of  Stockholder  Nominees for  Director  and Other  Stockholder
Proposals," a copy of which may be obtained from the Company's Secretary or from
the  Company's  SEC  filings.  If the  Company  does not receive  timely  notice
pursuant to the  Bylaws,  the  nomination  or  proposal  will be  excluded  from
consideration at the meeting.

      The  persons   designated   by  the  Company  to  vote  proxies  given  by
shareholders   in  connection   with  the  Company's   2007  Annual  Meeting  of
Shareholders  will not exercise any  discretionary  voting authority  granted in
such proxies on any matter not disclosed in the Company's  2007 proxy  statement
with respect to which the Company has received written notice no later than July
20,  2007 that a  shareholder  (i)  intends to present  such  matter at the 2007
Annual  Meeting,  and (ii) intends to and does  distribute a proxy statement and
proxy card to holders of such  percentage of the Shares  required to approve the
matter. If a shareholder fails to provide evidence that the necessary steps have
been taken to  complete a proxy  solicitation  on such  matter,  the Company may
exercise its  discretionary  voting  authority if it discloses in its 2007 proxy
statement  the  nature  of the  proposal  and how it  intends  to  exercise  its
discretionary voting authority.

      Shareholders  who do not plan to attend  the Annual  Meeting  are urged to
complete,  date, sign and return the enclosed proxy in the enclosed envelope, to
which no postage need be affixed if mailed in the United States. Prompt response
is helpful and your cooperation will be appreciated.

                                        By Order of the Board of Directors,

                                        JAMES B. HUFF
                                        Secretary


Owings Mills, Maryland
August 28, 2006

                                       11


      THE COMPANY WILL FURNISH,  WITHOUT CHARGE,  A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED MARCH 31, 2006, TO EACH  SHAREHOLDER WHO FORWARDS A
WRITTEN  REQUEST TO THE SECRETARY,  UNIVERSAL  SECURITY  INSTRUMENTS,  INC., 7-A
GWYNNS MILL COURT, OWINGS MILLS, MARYLAND 21117.

      TO THE  EXTENT  THE RULES AND  REGULATIONS  ADOPTED  BY THE SEC STATE THAT
CERTAIN  INFORMATION  INCLUDED IN THIS PROXY STATEMENT IS NOT DEEMED "SOLICITING
MATERIAL" OR "FILED" WITH THE SEC OR SUBJECT TO REGULATION  14A  PROMULGATED  BY
THE  SEC  OR TO  THE  LIABILITIES  OF  SECTION  18 OF  THE  EXCHANGE  ACT,  SUCH
INFORMATION  SHALL  NOT BE  DEEMED  INCORPORATED  BY  REFERENCE  BY ANY  GENERAL
STATEMENT  INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE EXCHANGE ACT.


                                       12


                                                                      APPENDIX A

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                             AUDIT COMMITTEE CHARTER


                                     PURPOSE

      The   role of the Audit Committee (the "COMMITTEE") is to oversee:

      o     Management  in  the  performance  of  its   responsibility  for  the
            integrity of the Company's accounting and financial  reporting,  and
            its systems of internal controls;

      o     The  performance  and  qualifications  of  the  independent  auditor
            (including the independent auditor's independence);

      o     The performance of the Company's internal audit function; and

      o     The Company's compliance with legal and regulatory requirements.

      Consistent  with this oversight  function,  the Committee  shall authorize
investigations into any matters within the Committee's  responsibilities and, in
doing so,  the  Committee  shall  have full  access  to the  Company's  records,
employees, and independent auditor (with or without the presence of management).

      The Committee  shall have the authority,  to the extent it deems necessary
or  appropriate,  to retain legal,  accounting or other  advisors for advice and
assistance.  The Company shall pay the costs of retaining any advisors  selected
by the Committee.

      The Committee  shall meet at least four times each year or more frequently
as  circumstances   dictate.   The  Committee  shall  meet  with  the  Company's
independent auditor at least quarterly,  and shall meet with the Company's Chief
Financial  Officer ("CFO") at least annually or more frequently as circumstances
dictate.

      The  Committee  shall  review and reassess the adequacy of this Charter at
least annually.  Any proposed  changes shall be submitted to the Company's Board
of Directors  (the  "BOARD") for its  approval.  The  Committee  shall  annually
evaluate the processes, activities and effectiveness of the Committee, including
the composition, expertise, and availability of the Committee members.


                       STRUCTURE AND MEMBER QUALIFICATIONS

      The members of the Committee shall be annually appointed by the Board, and
may be replaced by the Board according to the Company's Bylaws.

      The Committee  shall have at least three members and shall consist  solely
of  "independent"  Directors,  consistent  with  the  listing  standards  of the
American Stock Exchange and applicable legal requirements.

      The membership of the Committee shall have the following qualifications:

      o     Each member of the  Committee  shall be able to read and  understand
            fundamental  financial  statements,  including a  company's  balance
            sheet, income statement, and cash flow statement or will become able
            to do so  within  a  reasonable  period  of  time  after  his or her
            appointment to the Committee.

      o     At least one  member  of the  Committee  must  have past  employment
            experience  in  finance  or   accounting,   requisite   professional
            certification in accounting,  or any other comparable  experience or
            background   which   results   in   the    individual's    financial
            sophistication,  including  being or having  been a chief  executive
            officer,  chief  financial  officer  or other  senior  officer  with
            financial oversight responsibilities.

      o     If the Board  determines,  at least one member  shall  qualify as an
            "audit committee  financial expert" as defined by the Securities and
            Exchange Commission ("SEC").


                                      A-1


      The Board will assess and  determine the  qualifications  of the Committee
members set forth in this Charter.

      The Board  shall  select  the  Audit  Committee  Chair.  If a Chair is not
designated  or  present,  a Chair may be  designated  by a majority  vote of the
Committee members present.


                           RESPONSIBILITIES AND DUTIES

      The Committee  recognizes that the Company's management is responsible for
the  completeness  and  accuracy  of  the  Company's  financial  statements  and
disclosures and for maintaining effective internal controls.  The Committee also
recognizes  that  the  independent  auditor  is  responsible  for  auditing  the
Company's  financial  statements.  Accordingly,  management and the  independent
auditor have more knowledge and more detailed information about the Company than
do Committee members and the Committee's primary responsibility is oversight. In
carrying out its oversight  responsibilities,  the Committee will be relying, in
part, on the expertise of management and the independent auditor.

      The Committee  shall be  responsible  for the  appointment,  compensation,
removal,  and oversight of the work of the independent  auditor. The independent
auditors shall report  directly to the Committee and the Committee shall oversee
the resolution of disagreements  between management and the independent auditors
in the event that they arise.

      To fulfill this  oversight  responsibility,  the Committee  should receive
reports from management and the independent auditor, as appropriate,  to fulfill
the following  duties and  responsibilities  (which,  to the extent permitted by
applicable  regulation,  may  be  delegated  to  one  or  more  members  of  the
Committee):

Risk Assessment

      o     Assess the Company's risk management process and the adequacy of the
            overall control  environment,  including  controls in selected areas
            representing financial reporting, disclosure and compliance.

      o     Assess any fraud, whether or not material,  that involves management
            or other  employees  who have a  significant  role in the  Company's
            internal controls.

      o     Assess the annual scope and plans of the independent auditors.

Financial Reporting and Disclosure

      o     Review and discuss with management and the  independent  auditor the
            annual   audited  and  quarterly   financial   statements,   related
            footnotes,  disclosures  made  in the  Management's  Discussion  and
            Analysis of Financial Condition and Results of Operations section of
            the Company's  quarterly and annual SEC filings,  the opinion of the
            independent   auditor   with   respect  to  the  audited   financial
            statements,  and the results of the independent  auditor's quarterly
            review of the financial statements.

      o     Review and discuss with management and the  independent  auditor any
            significant events,  transactions,  changes in accounting estimates,
            changes in important  accounting  principles and their  application,
            and  any  major  issues  as to the  adequacy  of  internal  controls
            affecting the quality of the Company's financial reporting.

      o     Review,  in conjunction  with its review of the quarterly and annual
            reports, the process for the Chief Executive Officer ("CEO") and CFO
            certifications  with  respect to the  financial  statements  and the
            Company's disclosure and internal controls.

      o     Evaluate all significant  deficiencies in the design or operation of
            internal controls which could adversely affect the Company's ability
            to record, process, summarize, and report financial data.

      o     Review and discuss with  management  any proposed  public release of
            earnings  information,  as well as financial information provided to
            analysts and rating agencies.


                                      A-2


Independent Auditor Oversight Responsibilities

      o     Based upon a report from the independent  auditor at least annually,
            review (a) the auditor's internal  quality-control  procedures,  (b)
            any  material  issues  raised  by the  most  recent  quality-control
            review,  or peer review,  of the firm,  or by any recent  inquiry or
            investigation by governmental or professional authorities respecting
            one or more  independent  audits carried out by the firm and (c) any
            steps taken to address any such issues.

      o     Ensure that the independent  auditor submits, on a periodic basis, a
            formal written statement  delineating all relationships  between the
            independent auditor and the Company, as required by the Independence
            Standards  Board,  Standard  No. 1; discuss the  statement  with the
            independent auditor and evaluate the relationships and services that
            may  affect  the  auditor's   objectivity  and  independence;   take
            appropriate action to satisfy itself of the auditor's independence.

      o     Review matters related to the conduct of the annual audit, which are
            required to be communicated by AICPA Statement of Auditing Standards
            61 and other generally accepted auditing standards.

      o     Conduct the annual  discussion with the  independent  auditor on the
            quality and acceptability of the Company's accounting principles and
            all alternative treatments of financial information within generally
            accepted  accounting   principles  that  have  been  discussed  with
            management,  the  potential  impact  of the use of such  alternative
            disclosures  and  treatments,  and the  treatment  preferred  by the
            independent auditor.

      o     Review the independent auditor's management letter.

      o     Review  with  the   independent   auditor  any  audit   problems  or
            difficulties and management's response.

      o     Approve in advance all audit and  non-audit  services to be provided
            by,  and all fees to be paid to, the  independent  auditor or devise
            policies delegating pre-approval authority to one or more members of
            the Committee.

Ethical, Legal and Regulatory Compliance Matters

      o     Assess the Company's processes regarding  compliance with applicable
            laws,  regulations  and any code of business  ethics  adopted by the
            Board,  including those matters that could have a significant impact
            on the financial statements,  compliance with policies, reports from
            regulators  and the  provisions of any such code of business  ethics
            applicable to the CEO and the Company's senior financial officers as
            defined by the SEC rules.

      o     Assess the  Committee's  procedures for (a) the receipt,  retention,
            and  treatment  of  complaints  received  by the  Company  regarding
            accounting,  internal accounting  controls or auditing matters,  and
            (b) the confidential,  anonymous submission by employees of concerns
            regarding questionable accounting or auditing matters.

      o     Review reports and disclosures of significant  conflicts of interest
            and related-party transactions.


                                     REPORTS

      The Committee  shall report to the Board with respect to its activities as
promptly as practicable  following each meeting of the Committee.  The Committee
shall report to  shareholders  in the Company's  proxy  statement for its annual
meeting,  whether the Committee has  satisfied its  responsibilities  under this
Charter.


                                      A-3



                                      PROXY

                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                              7-A Gwynns Mill Court
                          Owings Mills, Maryland 21117

      THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF DIRECTORS OF UNIVERSAL
SECURITY INSTRUMENTS,  INC. The undersigned hereby appoints Harvey B. Grossblatt
and Ronald A. Seff M.D.,  and each of them,  as proxies,  each with the power of
substitution,  to vote as designated  below all of the shares the undersigned is
entitled  to  vote  at the  Annual  Meeting  of  Shareholders  to be held at the
Pikesville Hilton, 1726 Reisterstown Road,  Baltimore,  Maryland,  on October 9,
2006 at 8:30 a.m.,  prevailing local time, and any adjournments or postponements
thereof,  and otherwise to represent the  undersigned  at the meeting,  with all
powers possessed by the undersigned if personally present at the meeting.



1.    ELECTION OF  DIRECTORS:  FOR all  nominees  listed below |_|
              (except as set forth to the contrary below)

      WITHHOLD AUTHORITY to vote for all nominees listed below |_|

      Ronald A. Seff, M.D.

The terms of the elected  Directors  expire at the 2009 annual  meeting and when
their successors are elected and qualify.

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name on the space provided below.)

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


2.    In their  discretion,  the proxies are  authorized  to vote upon any other
      business which properly comes before the meeting and any  adjournments  or
      postponements thereof.




                          [REVERSE SIDE OF PROXY CARD]

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE  UNDERSIGNED  SHAREHOLDERS.  IF NO DIRECTION IS MADE,  THIS PROXY WILL BE
VOTED IN FAVOR OF ALL  NOMINEES  AND IN THE  DISCRETION  OF THE PROXIES UPON ANY
OTHER BUSINESS WHICH PROPERLY COMES BEFORE THE MEETING.

Please sign  exactly as your name  appears on your proxy  card.  When shares are
held by joint  tenants,  both should sign.  When signing as attorney,  executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation,  please  sign in full  corporate  name by the  President  or  other
authorized  officer.  If a partnership,  please sign in  partnership  name by an
authorized person.

                                              PLEASE MARK, SIGN, DATE AND MAIL
                                              THE CARD IN THE ENCLOSED ENVELOPE.


DATED: __________________________, 2006
Signature______________________________

DATED: __________________________, 2006
Signature______________________________