SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 2*)


NAME OF ISSUER:  General Devices, Inc.

TITLE OF CLASS OF SECURITIES:   Common Stock

CUSIP NUMBER:  369514104000

NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:

     Paul O. Koether
     Asset Value Management, Inc.
     376 Main Street
     P.O. Box 74
     Bedminster, New Jersey 07921                 (908) 234-1881

DATE OF EVENT WHICH REQUIRES FILING:    FEBRUARY 11, 2005


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following: ________

Check the  following  if a fee is being paid with the  statement:  (A fee is not
required  only if the  reporting  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*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
disclosures provided in a prior cover page.

The  information  required on the remainder of this cover 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).

                         (Continued on following pages)






CUSIP NO.:   369514104000


1.       NAME OF REPORTING PERSON:   Asset Value Fund Limited Partnership

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
         (a)     (b) XX

3.       [SEC USE ONLY]

4.       SOURCE OF FUNDS:  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e):   YES          NO   XX

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:   New Jersey

7.       SOLE VOTING POWER:    1,580,971

8.       SHARED VOTING POWER:      0

9.       SOLE DISPOSITIVE POWER:       1,580,971

10.      SHARED DISPOSITIVE POWER:          0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON:   1,580,971

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES:   YES           NO   XX

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   43.94%

14.      TYPE OF REPORTING PERSON:   PN



Item 1.  SECURITY AND ISSUER.

     This Amendment No. 2 relates to the Schedule 13D filed on February 25, 1999
in connection with the ownership by Asset Value Fund Limited Partnership ("Asset
Value")  of the common  stock,  $.01 par value per share  ("Shares")  of General
Devices, Inc., a Delaware corporation (the "Company" or "General Devices").  The
capitalized terms used in the Amendment,  unless otherwise  defined,  shall have
the same meaning as in the original Schedule 13D.

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Since  the  date of the  last  filing  in a  private  placement  negotiated
directly with General  Devices,  Asset Value has acquired  714,413  Shares at an
aggregate  purchase price of $71,441.30,  Asset Value  purchased the Shares with
their cash reserves.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

     (a) As of  the  close  of  business  on  February  11,  2005,  Asset  Value
beneficially owned an aggregate of 1,580,971 Shares, approximately 43.94%.

     Percentage  ownership is based upon the total Shares  outstanding after the
private placement.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

     Exhibit  C -  Transactions in Shares for the past 60 days







                                    SIGNATURE
                                    ---------


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated: February 16, 2005


                                   ASSET VALUE FUND LIMITED PARTNERSHIP

                                   By:  Asset Value Management, Inc.
                                        General Partner


                                   By: /s/ Paul O. Koether
                                      --------------------------------
                                      Paul O. Koether
                                      Chairman and President



                                   Exhibit C
                  Transactions in Shares for the past 60 days


                                NUMBER OF                       PRICE
    DATE                       SHARES SOLD                    PER SHARE *
  --------                   ---------------                ---------------

   2/11/05                       714,413                        $ .10