------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0287 Expires: Estimated average burden hours per response ....... 0.5 ------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [_] Check box if no longer subject of Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ________________________________________________________________________________ 1. Name and Address of Reporting Person* Vassell, William C. -------------------------------------------------------------------------------- (Last) (First) (Middle) c/o Command Security Corporation Lexington Park, Route 55 -------------------------------------------------------------------------------- (Street) Lagrangeville, NY 12540 -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol Command Security Corporation CMMD ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) ________________________________________________________________________________ 4. Statement for Month/Year 1/01 ________________________________________________________________________________ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person to Issuer (Check all applicable) [X] Director [X] 10% Owner [X] Officer (give title(1) below) [_] Other (specify below) Chairman of the Board, CEO and President ________________________________________________________________________________ 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [_] Form filed by more than one Reporting Person ________________________________________________________________________________ ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================

* If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Responses) (Over) FORM 4 (continued) ================================================================================ Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: 1. Mr. Vassell has been Chairman of the Board since 1983. A new employment agreement dated September 12, 2000 has expanded his responsibilities within the corporation, he now also serves as CEO and President of the Company. 2. The Warrant may not be exercised until, and only to the extent of, exercise by Reliance Security Group plc of a Warrant issued to Reliance. 3. One-third of the shares covered by the Warrant shall become exercisable if the Company's earnings before taxes for the year ended March 31, 2002 exceed targeted earnings before taxes for that year as set forth in a confidential letter agreement between the Company and Mr. Vassell dated September 12, 2000. The Warrant becomes exercisable with respect to two-thirds of the shares covered by the Warrants, if the Company's earnings before taxes for the year ended March 31, 2003 exceed targeted earnings before taxes for that year. All of the shares covered by the Warrant become exercisable if the Company's earnings before taxes for the year ended March 31, 2004 exceed targeted earnings before taxes for that year. /s/ William C. Vassell February 9, 2001 --------------------------------------------- ----------------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Page 2

COMMAND SECURITY CORP 4