SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
COMMAND SECURITY CORPORATION
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(Name of Issuer)
Common Stock, $.0001 par value per share
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(Title of Class of Securities)
20050L100
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(CUSIP Number)
December 21, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP Number 20050L100
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1) Names of Reporting Persons, S.S. or I.R.S. Identification
Numbers Of Above Persons:
William C. Vassell
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) . . . . . . . .. . . . . . . . . . [ ]
(b) . . . . . . . . . .. . . . . . . . [ ]
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3) SEC Use Only . . . . . . . . . . . .
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4) Citizenship or Place of Organization . . . U.S.A.
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Number of |(5) Sole Voting Power 1,095,950*
Shares |_____________________________________
Beneficially |(6) Shared Voting Power 5,000**
Owned by |_____________________________________
Each |(7) Sole Dispositive 1,095,950*
Reporting |_____________________________________
Person |(8) Shared Dispositive Power 5,000**
With: |_____________________________________
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9) Aggregate Amount Beneficially Owned by Each Reporting
Person .. . . . . . . . . . . . . . . 1,100,950
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10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions). . . [ ]
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11) Percent of Class Represented by
Amount of Row (9) .. . . . . . . . . 16.2%
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12) Type of Reporting Person
(See Instructions) . .. . . . . . . . IN
* This amount includes 125,000 shares underlying currently exercisable
warrants and reflects the December 15, 1998 expiration of warrants to
purchase 225,000 shares.
** Owned jointly with spouse of person filing.
<PAGE>
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Command Security Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
Route 55, Lexington Park
Lagrangeville, New York 12540
Item 2(a). Name of Person Filing:
William C. Vassell
Item 2(b). Address or Principal Business Office or, if None, Residence:
Route 55, Lexington Park
Lagrangeville, New York 12540
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
20050L100
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
Or 240.13d-2(b) or (c), check whether the filing person is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
1,100,950
(b) Percent of Class:
16.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,095,950 (This amount includes 125,000 shares
underlying currently exercisable warrants and
reflects the December 15, 1998 expiration of
warrants to purchase 225,000 shares.)
(ii) shared power to vote or to direct the vote:
14,000 (Owned jointly with spouse of person
filing.)
(iii) sole power to dispose or to direct the disposition
of:
1,086,950 (This amount includes 125,000 shares
underlying currently exercisable warrants and
reflects the December 15, 1998 expiration of
warrants to purchase 225,000 shares.)
(iv) shared power to dispose or to direct the disposition
of:
14,000 (Owned jointly with spouse of person filing.)
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
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Date William C. Vassell
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. '1001).
