Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 24, 2008, the Board of Directors of Universal Security Instruments, Inc. (the "Company") elected Ira Bormel to fill the vacancy on the Board resulting from the passing of Howard B. Silverman, Ph.D. on March 6, 2008. Mr. Bormel will serve the balance of Dr. Silverman's term which ends at the 2010 Annual Meeting of Stockholders. Mr. Bormel is an independent director and has been appointed a member and chairman of the Company's Audit Committee and a member of the Company's Compensation Committee. There are no arrangements or understandings between Mr. Bormel and any other person pursuant to which he has been selected as a director.

Mr. Bormel will receive a $10,000 fee for annual service as a director, payable in cash or shares of the Company's common stock (computed at the closing price as reported by the Amex on the date of the payment). In addition, directors are eligible to participate in the Company's Non-Qualified Stock Option Plan.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On July 24, 2008, the Company's Board of Directors amended Article I,
Section 1 of its Bylaws to provide that the Company's annual meeting of the stockholders shall be held on such date in the month of September as may be selected by the Board of Directors. Prior to this amendment, the Bylaws provided that the Company's annual meeting of the stockholders shall be held on such date in the month of October as may be selected by the Board of Directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.
3.1 Bylaws, as amended July 24, 2008