SECURITIES AND EXCHANGE COMMISSION

[X]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

OR

[  ]     Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-9463

AMERICAN BUILDING CONTROL, INC.

Registrant’s telephone number, including area code: (210) 477-5400

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.01 PAR VALUE

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

     Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [  ] No [X]

     The aggregate market value of the voting stock held by non-affiliates of the registrant, as of June 30, 2004 was $22,681,751. As of that date 14,633,388 shares of the Registrant’s Common Stock were outstanding.

AMERICAN BUILDING CONTROL, INC.
FORM 10-Q
TABLE OF CONTENTS

Forward Looking Statements

     Certain statements contained or incorporated in this report on Form 10-Q, which are not statements of historical fact, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward looking statements are made in good faith by American Building Control, Inc. (the “Company” or “ABC”) pursuant to the “safe harbor” provisions of the Reform Act. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from any future results, performance or achievements, whether expressed or implied. These risks, uncertainties and factors include the timely development and acceptance of new products and services, the impact of competitive pricing, fluctuations in operating results, the ability to introduce new products and services, technological changes, reliance on intellectual property and other risks. The objectives set forth in this Form 10-Q are subject to change due to global market and economic conditions beyond the control of the Company.

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PART I

ITEM 1. FINANCIAL STATEMENTS

AMERICAN BUILDING CONTROL, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

The accompanying notes are an integral part of the consolidated financial statements.

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AMERICAN BUILDING CONTROL, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

The accompanying notes are an integral part of the consolidated financial statements.

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AMERICAN BUILDING CONTROL, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

The accompanying notes are an integral part of the consolidated financial statements.

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AMERICAN BUILDING CONTROL, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

The accompanying notes are an integral part of the consolidated financial statements.

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American Building Control, Inc.

Notes to Consolidated Financial Statements

Note 1: Basis of Presentation and Nature of Operations

     The accompanying financial statements have been derived from the accounts of American Building Control, Inc. and its subsidiaries (the “Company”). The interim financial statements are prepared on an unaudited basis in accordance with accounting principles for interim reporting and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. For further information, refer to the consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2003 included in the Company’s Annual Report on Form 10-K.

     On July 1, 2004, the Company sold its SecurityandMore and Industrial Vision Source distribution businesses to Mace Security International, Inc. (“Mace”). The SecurityandMore and Industrial Vision Source businesses are presented as discontinued operations.

     On December 20, 2002, the Company sold its closed-circuit television (“CCTV”) business to Honeywell International, Inc. (“Honeywell”) for $36 million, subject to post-closing adjustments, plus the transfer of certain liabilities (“Honeywell Asset Sale”). The CCTV business is presented as discontinued operations.

     In 2003, following the Honeywell Asset Sale, the Company reorganized its business activities in order to focus on designing, marketing, selling and servicing niche security products for use in industrial, governmental and consumer surveillance markets. The Company formed two separate operating segments: Professional Security Group (“PSG”) and Diversified Sales Group (“DSG”). Following the sale of the units comprising substantially all of the DSG segments to Mace, the Company is now able to focus its resources and efforts on the further development of its core business which is primarily comprised of MDI™ Security Systems, Inc. (“MDI”) and ABM™ Data Systems (“ABM”). The Company is now organized into a single segment.

     MDI is a leader in the access control business and is an important participant in many Homeland Security projects. MDI’s new Security Suite™ of products has been launched successfully. In the Company’s opinion, it is the first fully integrated system incorporating access control, video, audio alarm monitoring, and audit functions. MDI also distributes its PointGuard™ access control product primarily to the small to mid market commercial customer through a dealer network. ABM provides alarm management software to central monitoring stations that are owned by either organizations for their own internal use, such as large universities, or commercial operators such as surveillance companies. The Company also sells monitoring and recording devices to operators of public transit vehicles.

     All significant inter-company balances and transactions have been eliminated in consolidation.

     The local currency is considered the functional currency for the Company’s foreign operations. Assets and liabilities are translated into U.S. Dollars at the rate of exchange in effect at the balance sheet date. Revenues and expenses are translated into U.S. Dollars at the average monthly exchange rates prevailing during the year.

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  Stock-Based Compensation

     The Company accounts for stock-based compensation to employees using the intrinsic value method. Compensation costs for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the amount an employee must pay to acquire the stock. No compensation cost related to stock options is reflected in the statements of operations as all options granted under the Company’s option plans had an exercise price equal to the market value of the underlying common stock on the date of grant. For stock options granted under the Company’s 2002 Stock Option Incentive Plan, the vesting period varies by individual grants as determined by the Compensation Committee of the Board of Directors. The following table illustrates the effect on operations and per share data as if the Company had applied the fair value method to employee stock-based compensation (in thousands):

     The fair value of these options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: expected volatility of a range of 85 to 90 percent; risk-free interest rates ranging from 3.2 to 3.9 percent; no dividend yield; and expected lives of one to seven years.

   Warranty Reserves

     Reserves are provided for the estimated warranty costs when revenue is recognized. The costs of warranty obligations are estimated based on warranty policy or applicable contractual warranty, historical experience of known product failure rates and use of materials and service delivery charges incurred in correcting product failures. Specific warranty accruals may be made if unforeseen technical problems arise. If actual experience, relative to these factors, adversely differs from these estimates, additional warranty expense may be required.

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     The table below shows the roll-forward of warranty accrual for the three and six months ended June 30, 2004 and 2003 (in thousands):

  Reclassifications

     Certain amounts have been reclassified in the prior period financial statements to conform to the current period presentation.

Note 2: Receivable from Honeywell International, Inc.

     The CCTV Business sold by the Company in the Honeywell Asset Sale consisted of assets in the United States, Germany, Italy, Poland, South Africa, Australia, Singapore and the United Kingdom. The sale price of $36 million, included a $2.2 million holdback for anticipated royalties for a license agreement as well as a $5.4 million purchase price hold back. The latter was subject to change in the net value of CCTV assets between March 31, 2002 and December 20, 2002 as well as general representations and warranties made by the Company to Honeywell. The $5.4 million purchase price holdback was to be paid to the Company, with accrued interest, over three installments every six months after the close of the sale.

     In April 2003, Honeywell disputed the change in net asset value and, after failing to resolve the differences by August 2003, Honeywell and the Company entered into arbitration. In December 2003, the final resolution rendered by the arbitrator increased the purchase price by approximately $888 thousand. Honeywell made payments for the increase of the purchase price, the first two of the three holdback installments and the accrued interest in December 2003. Under the provisions of the Asset Purchase Agreement between the Company and Honeywell International Inc., a final $1.8 million installment of the purchase price was payable on June 20, 2004.

     In October 2003, Honeywell received notifications that its use of certain assets acquired from the Company may be subject to restrictions. Based on these notifications, Honeywell elected to withhold $1.2 from the $1.8 million final payment until such time as the possible restrictions were resolved. Honeywell paid to the Company $600,000 plus interest in June 2004 and $250,000 plus interest in July 2004. The payment of the remaining $950,000 is subject to resolution of one outstanding issue. The Company and Honeywell are working jointly to resolve the issue and expect to have a resolution in the third quarter.

Note 3: Trade Accounts Receivable

     Supplemental information on net trade accounts receivable (in thousands):

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Note 4: Earnings Per Share

     The Company computes basic earnings (loss) per share based on the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares outstanding, plus the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued.

     For the six months ended June 30, 2004 and 2003, 2,730,515 and 1,074,635 stock options were outstanding, respectively, but were not included in the computation of diluted loss per share because the effect would have been anti-dilutive. For the six months ended June 30, 2004 and 2003, 195,351 shares of preferred stock, which convert to 406,981 shares of common stock, were excluded from the computation of diluted loss per share because the effect was anti-dilutive.

Note 5: Comprehensive Loss

     Supplemental information on comprehensive loss is as follows (in thousands):

Note 6: Severance and Other Accrued Expenses

     Accruals for severance, restructuring and settlement expenses are as follows (in thousands):

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   Royalty Claim

     On April 21, 2003, the Company reached a settlement in the amount of approximately $625,000 related to a patent infringement claim. An initial payment of $156,000, representing 25% of the settlement was paid by the Company during April 2003. The remaining amount, plus interest, is being paid in monthly installments of approximately $21,000 over the ensuing 24 months.

  United Kingdom Lease

     In the Honeywell Asset Sale, Honeywell did not assume the lease for the Company’s Warrington (Manchester) facility in the United Kingdom. During the first quarter of 2004, the Company reached a final settlement with the landlord. The final settlement was for $330,000. The Company has paid $262,000 during the first quarter and the remaining $68,000 was paid in June 2004.

  2003 Severance

     At December 31, 2003, unpaid obligations related to executive and management severance was approximately $0.7 million, including $0.3 million related to the separation of Mr. Bryan Tate, our Former CEO. During the first half of 2004, $550 thousand was paid in cash for 2003 severance, and $52 thousand was credited to income to reflect discounting of the obligations due to accelerated payments. As of June 30, 2004, $68 thousand was accrued for remaining severance related to 2003 separations.

  2004 Severance

     Mr. Tate separated as an employee of the Company on December 31, 2003 and as its Chief Executive Officer and Chairman of the Board in November 2003. Mr. Tate resigned his position on the Company’s Board of Directors effective March 31, 2004. Pursuant to an agreement entered into between Mr. Tate and the Company dated April 15, 2004, all employment-related issues between Mr. Tate and the Company have been concluded. Mr. Tate was paid $300,000 in severance. As a condition to receiving the severance payment, Mr. Tate exercised his right to purchase 155,000 shares of the Company’s common stock and paid $161,200 to the Company in April 2004.

     During the first half of 2004 the Company incurred $101,000 and paid $36,000 in cash for severance expenses related to consolidation activities. At June 30, 2004, the total accrued severance was $133,000 comprised of the remaining $68,000 from 2003 and $65,000 for 2004 as of the end of June 2004.

Note 7: Segment Disclosures and Foreign Operations

     The Company’s underlying accounting records are maintained on a legal entity basis for government and public reporting requirements. Segment disclosures are consistent with internal management reporting, and the segment disclosures for prior years have been reclassified to be consistent with the current year presentation. The Company evaluates performance based on operating profit (loss). The accounting policies of these segments are the same as those described in the summary of significant accounting policies (included in the Company’s 10-K for the year ended December 31, 2003).

     Prior to the sale of the DSG businesses to Mace, the Company had two operating segments: the Professional Security Group (“PSG”) and the Diversified Sales Group (“DSG”). In addition to the PSG and DSG operating segments, the Company maintains corporate functions, including human resources, legal, finance, information technologies, accounting, reporting and executive, located in San Antonio, Texas.

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     Following the sale of the DSG businesses, the Company reorganized into a single reporting segment. The Company is now comprised of MDI, MDI Switzerland and ABM.

     Geographic Information (in thousands):

Note 8: Liquidation of International Entities

     As a result of the sale of the CCTV business to Honeywell, most of the Company’s international entities no longer have any business activities. Excluding the access control business in Switzerland, the Company has begun the process to liquidate most of its international entities. During the liquidation process, certain claims have been made against the Company’s French, Belgian and German entities. Based on an estimation of settlement, the Company recorded an accrual for these claims and related legal fees of approximately $0.6 million in discontinued operations during 2003. At the end of June 2004 an accrual of $0.4 million, included in discontinued operations, remained for the unsettled claims.

Note 9: Marketable Securities

     Marketable securities consist of callable government securities from the Federal Home Loan Bank (“FHLB”), the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FRMC”). The Company accounts for its marketable securities, all of which are designated as available for sale, using SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Securities available for sale are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity. Realized gains and losses on securities available for sale are reported as income in the period of sale. The following table summarizes these securities (dollars in thousands):

     The security above that was callable May 15, 2004 was actually called on July 16, 2004. The security above that was callable on April 16, 2004 has not been called at the time of this filing and continues to earn 5.50% interest since April 16, 2004.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     Financial statements for the three and six months ended June 30, 2004 and 2003 report the Company’s SecurityandMore, IVS and CCTV Businesses as discontinued operations. The following table contains information regarding the percentage of net sales of certain income and expense items for the three and six months ended June 30, 2004 and 2003 and the percentage changes in these income and expense items from year to year:

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

     For the three months ended June 30, 2004, net sales were $3.4 million, a decrease of $780 thousand (19%) over the same period in 2003. The decrease in sales is attributed to the MDI business that delayed product releases to allow additional time for field testing of new technologies.

     Gross profit margins increased from 35.4% during the three months ended June 30, 2003 to 46.1%, or a 30.2% increase. The margin increase is attributed to cost reductions in manufacturing and sourcing related to the transition to new hardware designs. Additionally, higher margin service revenues increased within the MDI business during 2004.

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     Selling, general and administrative expenses (“SG&A”) were $3.9 million for the three months ended June 30, 2004, a decrease of $0.6 million (13%) over the same period in 2003. The decrease was related primarily to cost reductions related to the consolidation and restructuring of the Company. During the second quarter of 2004, the Company closed the 45,000 square foot MDI mixed-use facility in Rancho Cucamonga, California and the MDI engineering group moved to a 6,000 square feet office in Ontario, California. The former 160,000 square feet headquarters facility in Lewisville, Texas has relocated to a 32,000 square foot facility in San Antonio, Texas. The Company has also consolidated its Austin, Texas-based ABM Data Systems business and its Fairfax, VA operations into the San Antonio facility. During June 2004, the Company recorded $101,000 for severance and $75,000 for lease settlements related to the consolidation efforts.

     Depreciation and amortization expenses were $0.3 million for the three months ended June 30, 2004, a decrease of $0.3 million (47%) over the same period in 2003. This decrease resulted primarily from less building depreciation and the write-off of Company’s SAP system in 2003.

     Other income and expenses during the three months ended June 30, 2004 were $0.1 million of income, compared to a net $0.0 million of income and expenses during the same period in 2003. The improvement resulted primarily from $0.3 million of interest and loan amortization costs incurred due to the Company’s sale/leaseback disposition of its Lewisville Headquarters facility during the second quarter of 2003 that was not present in 2004.

     Net income from discontinued operations in the second quarter of 2004 was $0.2 million compared to losses in the second quarter of 2003 of $0.8 million. The losses in 2003 were primarily due to costs incurred while liquidating the Company’s international legal entities following the Honeywell asset sale. The net income in the second quarter of 2004 is largely attributed to $155,000 of deferred income recognized related to the Honeywell Supply Agreement.

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

     For the six months ended June 30, 2004, net sales were $7.1 million, a decrease of $2.4 million (26%) over the same period in 2003. Sales in Switzerland decreased $1.5 million (83%), to $0.3 million during the first half of 2004 compared to $1.8 million during the same period in 2003. The decrease is primarily related to a $1.1 million sale of video products to a French casino in 2002 that was delivered in the first quarter of 2003. Video product sales in the United States accounted for a additional decrease of $0.7 million compared to the first half of 2003.

     Gross profit margins increased from 37.5% during the six months ended June 30, 2003 to 43.6%, or a 13.7% increase. The margin increase is related to fewer video product sales as the segment now focuses on the higher margin SAFEnet access control products.

     Selling, general and administrative expenses (“SG&A”) were $8.0 million for the six months ended June 30, 2004, a decrease of $0.6 million (7%) over the same period in 2003. The decrease was related primarily to cost reductions related to the consolidation and restructuring of the Company. During the first half of 2004, the Company incurred net $349,000 in severance expenses. Depreciation and amortization expenses were $0.6 million for the six months ended June 30, 2004, a decrease of $0.4 million (40%) over the same period in 2003. This decrease resulted primarily from less building depreciation and the write-off of Company’s SAP system in 2003.

     Other income and expenses during the six months ended June 30, 2004 were $0.1 million of income, compared to a net ($0.2) million of income and expenses during the same period in 2003. The improvement resulted primarily from $0.5 million of interest and loan amortization costs incurred due to the Company’s sale/leaseback disposition of its Lewisville Headquarters facility during the first half of 2003 that was not present in 2004.

     Net income from discontinued operations in the first half of 2004 was $0.2 million compared to losses in the first half of 2003 of $0.8 million. The losses in 2003 were primarily due to costs incurred while liquidating the Company’s international legal entities following the Honeywell asset sale. The net income in the second quarter of 2004 is largely attributed to $220,000 of deferred income recognized related to the Honeywell Supply Agreement.

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Financial Condition, Liquidity and Capital Resources

     In the first six months of 2004, the Company’s cash and cash equivalents, including its marketable securities held for sale, decreased from $7.8 million at December 31, 2003 to $3.8 million at June 30, 2004. The largest components of the net cash used in operations of $4.5 million were $5.2 million net loss offset $0.7 million of depreciation.

     The callable securities held by the Company have coupon rates ranging from 5.5 to 6.6 percent and mature from August 2014 to April 2018 (see note 9 to the Company’s Consolidated Financial Statements for additional detail). The government may choose to call any security at a date later than the listed call date. However, the Company believes that based on current interest rate projections given to the Company by our investment advisor, the government will choose to call these securities on or near the pertinent call date.

     During the next twelve months, the Company’s primary source of liquidity will be its cash and cash equivalents. Although cash requirements will fluctuate depending on the timing and extent of many factors, the Company believes that it should have enough liquidity to satisfy its liquidity requirements for at least the next 12 months. In July 2004, the Company generated cash by divesting its non-core DSG business units to Mace for $5.6 million before approximately $0.4 million in expenses, and collecting $250 thousand of the final purchase price holdback payment from Honeywell. As a result of the sale of the DSG segments to Mace, the Company anticipates an approximate gain of $1 million during the third quarter.

Contractual Obligations and Commitments

     The following table summarizes the Company’s contractual obligations and commitments with definitive payment terms that will require cash outlays in the future. These amounts are as of June 30, 2004 (in thousands):

     On April 16, 2004, the Company announced that it will consolidate its MDI™ Security Systems (MDI) and ABM™ Data Systems (ABM) operations in San Antonio, Texas. This transition has begun and, when completed early in the third quarter, the facility will house all executive, sales, marketing, technical support, assembly, integration and sustaining research and development activities.

     Subsequent to the end of the second quarter, Mr. Mills resigned from all positions as an officer of the Company and its affiliates, and from his employment with the Company effective as of July 9, 2004. The Company anticipates approximately $100,000 expense during the third quarter of 2004 towards the possible severance costs described in Mr. Mills employment agreement with the Company. Additionally, Mr. Mills may be entitled to a portion of the 2004 management incentive plan if earned at the end of the year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange

     Since the access control office in Switzerland is the Company’s only significant foreign-based operation, accounting for approximately 5% of the total consolidated sales during the first half of 2004, the Company does not expect currency fluctuation to have a material adverse effect on its future consolidated financial position or results of operation.

Interest Rates

     An interest rate swap agreement with Bank One remained in effect through February 15, 2004. This agreement expired and terminated in February, and the company paid $52,000 for final settlement of the obligation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Company’s annual meeting of shareholders (the “Meeting”), held on June 21, 2004, the shareholders took the following action:

(1)

The election of four(4)persons as directors of the Company, to hold office until their successors were elected and qualified.

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     Election of Directors

     (2) The ratification of the Company’s appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2004. Results from the Shareholders meeting were 8,968,427 votes were cast for; 12,963 votes were cast against; and 2,212 votes abstained from voting on the proposal to appoint Grant Thornton.

ITEM 5. CONTROLS AND PROCEDURES

     The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) within 90 days before the filing of this quarterly report. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that (i) the Company’s disclosure controls and procedures were effective as of the end of the reported period to ensure that information that is required to be disclosed by the Company in the reports if files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) no change in internal control over financial reporting occurred during the quarter ended June 30, 2004, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

     The Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted with certainty, management does not believe that any of these existing legal matters will have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)		Exhibits. The following is a list of the Exhibits filed with this Form 10-Q.
31.1 - Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
31.2 - Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1 - Joint Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code. (*)
b)		Reports on Form 8-K. The following reports on Form 8-K were filed during the three months ended June 30, 2003

1.		On June 22, 2004, a report was filed which furnished a press release relating to the results of American Building Control’s Annual Meeting of Shareholders
2.		On June 23, 2004, a report was filed which furnished a press release announcing that the Company has entered into an agreement to sell the assets of its two distribution and retail based operating units to Mace Security Products, Inc.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

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