SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

                       UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: July 29, 2004
                      (Date of Earliest Event Reported)

                         COMMAND SECURITY CORPORATION
            (Exact name of Registrant as Specified in its Charter)

                                   New York
                           (State of Incorporation)

                                   0-18684
                           (Commission File Number)

                                  14-1626307
                      (IRS Employer Identification No.)

                Lexington Park, Lagrangeville, New York 12540
                   (Address of Principal Executive Offices)

                                (845) 454-3703
                       (Registrant's Telephone Number)







Item 1-4          Not applicable.

Item 5            Other Items

As reported by Command in its 10-K filed July 14, 2004, on June 25, 2004 GCM
Security Partners, LLC (GCM) submitted all of its Series A Preferred Stock
for conversion into 1,232,535 shares of the Company's Common Stock. Command's
Board determined, based on the advice of independent outside counsel, that
the better view was that the conversion of the Preferred Stock into common
should be construed as a violation of Section 912 of the New York Business
Corporation Law ("NY BCL 912"). Accordingly, Command's Board unanimously
determined not to issue the common upon the conversion of the Preferred.

On or about July 15, 2004, GCM made a motion before the United States
District Court Judge Colleen McMahon asking the court to clarify, enforce or
supplement the Court's prior order of June 18, 2004 (reported in Command's
8-K filed July 2, 2004) and direct the Company to issue the common stock upon
conversion of the Preferred. On July 29, 2004 the court issued an opinion
finding that Command's own anti-takeover language contained in Article Ninth
of its Certificate of Incorporation constituted an express election by
Command not to be governed by NY BCL 912.

The Court's decision further found that the proposed conversion did not
violate Article Ninth and granted GCM's motion to enforce the June 18, 2004
decision prohibiting Command and its Board from taking any action to prevent
the conversion of the preferred shares. Accordingly, on August 3, 2004
Command's transfer agent issued 1,232,535 shares of common stock to GCM at
Command's direction. Pursuant to the terms of the preferred shares, the
issuance of the 1,232,535 shares of common stock will be deemed to have been
effected on June 25, 2004, the date the preferred shares were presented
for conversion.

Items 6 - 9.      Not applicable.




                                  SIGNATURES

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



Date:  August 4, 2004                    COMMAND SECURITY CORPORATION



                                         By: /s/ Gordon Robinett
                                             Gordon Robinett
                                             Chief Financial Officer