<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

 (Mark  One)
[X]     Annual Report Pursuant to Section 13 Or 15(d) of the Securities Exchange
        Act  Of  1934
        [Fee  Required]  For  the  fiscal  year  ended  March  31,  2001
        ----------------------------------------------------------------
or
[ ]     Transition  Report  Pursuant  to Section 13 Or 15(d) of the Securities
        Exchange  Act  Of  1934
        [No Fee Required] For the transition period from          to
        ------------------------------------------------------------------------
                         Commission file Number 1-11906


                          MEASUREMENT SPECIALTIES, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

          NEW  JERSEY                                    22-2378738
-------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

      80  LITTLE  FALLS  ROAD,  FAIRFIELD,  NEW  JERSEY               07004
------------------------------------------------------------          -----
         (Address  of principal executive offices)                  (Zip Code)

Registrant's  telephone  number,  including  area  code   (973)  808-1819
                                                        ----------------------
Securities registered under Section 12(b) of the Act:

                                                      Name of each exchange
Title  of  each  class                                on  which  registered
COMMON  STOCK,  NO  PAR VALUE                        AMERICAN STOCK EXCHANGE

Securities registered under Section 12(g) of the Act:  None

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 if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [ ]

At  June  29,  2001,  the  average  market  value  of  the  voting stock held by
non-affiliates  was  approximately  $120,518,461

At  June  29,  2001,  8,447,594  shares  of  common  stock  were  outstanding.

Portions  of the registrant's definitive Proxy Statement, which will be filed on
or  before  July  29,  2001  with  the  Securities  and  Exchange  Commission in
connection  with  Registrant's  2001  annual  meeting  of  stockholders,  are
incorporated  by  reference  into  Part  III  of  this  Report.


<PAGE>
<TABLE>
<CAPTION>
                                    MEASUREMENT SPECIALTIES, INC.
                                              FORM 10-K
                                                INDEX
                                           MARCH 31, 2001


<S>                                                                                               <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
  ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
  ITEM 2.   PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
  ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . . . . . . . . . .  14
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. . . . . . . .  16
  ITEM 6.   SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . .  27
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . . . . . . . . . . . . .  29
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
  DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
  ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . . . . . . . . . .  29
  ITEM 11.   EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. . . . . . . . . . .  30
  ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . . . . . . . .  30
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. . . . . . . . . .  30
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>


                                        2
<PAGE>
PART  I
ITEM  1.    BUSINESS

FORWARD  LOOKING  STATEMENTS

     This  report  includes  forward-looking  statements  within the meaning of
Section  27A  of  the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended.  Forward looking statements may
be  identified  by  such  words or phases as "will likely result", "are expected
to",  "will  continue",  "is  anticipated",  "estimated", "projected", "may", or
similar  expressions.  The  forward-looking statements above involve a number of
risks  and  uncertainties.  Factors  that  might  cause actual results to differ
materially  include: conditions in the general economy and in the markets served
by  us; competitive factors, such as price pressures and the potential emergence
of  rival  technologies;  interruptions  of  suppliers'  operations  affecting
availability of component materials at reasonable prices; timely development and
market  acceptance,  and  warranty  performance  of  new  products;  success  in
identifying,  successfully  completing,  financing,  and  integrating  proposed
acquisition  candidates;  changes in product mix, costs and yields, fluctuations
in  foreign  currency exchange rates; uncertainties related to doing business in
Hong  Kong  and  China; and the risk factors listed from time to time in our SEC
reports.  We  are  involved  in an announced active acquisition program.  Unless
specifically  stated,  forward  looking  statements do not include the impact of
other acquisitions, which could affect results in the near term.  Actual results
may  differ  materially.  We  assume  no obligation to update the information in
this  report.

INTRODUCTION

     We  are  a  leading designer and manufacturer of sensors and sensor-based,
consumer  products.  We  produce  a  wide  variety  of sensors that use advanced
technologies  to  measure  precise ranges of physical characteristics, including
pressure,  motion,  force, displacement, angle, flow, and distance.  We have two
businesses,  a  Sensor  business  and  a  Consumer  Products  business.

     Our  Sensor  business  designs,  manufactures,  and  markets  sensors  for
original  equipment  manufacturer  applications. These products include pressure
sensors,  custom  microstructures,  accelerometers,  tilt/angle  sensors,  and
displacement  sensors  for  electronic,  automotive,  military,  and  industrial
applications.  Our  Sensor business customers include leading manufacturers such
as  Alaris  Medical,  Allison  Transmission,  Badger  Meter,  Graco,  and  Texas
Instruments.

     Our  Consumer  Products  business  manufactures  and markets sensor-based,
consumer  products.  These  products  include  bathroom and kitchen scales, tire
pressure gauges, and distance estimators.  These products are typically based on
application  specific  integrated  circuits,  piezoresistive,  and  ultrasonic
technologies.  Our Consumer Products customers include leading retailers such as
Bed  Bath  & Beyond, Linens 'n Things, Sam's Club, and Sears; European resellers
such  as  Korona  and  Laica;  and  Sunbeam,  a  consumer products manufacturer.

     Each  of  our  businesses benefits from the same core technology base. Our
advanced  technologies include piezoresistive applications, application specific
integrated  circuits,  micro-electromechanical  systems  (MEMS),  piezopolymers,
strain  gages,  force  balance  systems,  fluid  capacitive applications, linear
variable  differential  transformers,  and ultrasonics. These technologies allow
our  sensors  to operate precisely and cost effectively. Over the past few years
we  have  built  a  global  operation  with advanced facilities located in North
America,  Europe, and Asia. By functioning globally we have been able to enhance
our  engineering  capabilities  and  increase  our  geographic  proximity to our
customers.


                                        3
<PAGE>
     Our  principal strategy is to utilize our expertise in sensor technologies
to  develop  new  products  and  applications  thereby increasing demand for our
sensors  and  sensor-based, consumer products.  Our high quality design teams in
the  United  States  and  United  Kingdom  support  our  low  cost,  high volume
production  facility  and  engineering  resources in China. By combining our low
cost  manufacturing  expertise  with our core technology, we are able to provide
our global customer base with an advantageous price-value relationship. Over the
past  three  years,  to  enhance our strategy we have acquired sensor businesses
from  TRW,  PerkinElmer,  and  AMP  that  have  given  us  access  to new sensor
technologies  and  customers.

     On  June  7,  2001,  we  entered  into  an  agreement  to  purchase all the
outstanding  shares  of  Terraillon, a European manufacturer of branded consumer
bathroom  and  kitchen  scales.

THE  ELECTRO-MECHANICAL  SENSOR  INDUSTRY

     All of our sensors are devices that convert mechanical information into an
electronic  signal  for display, processing, interpretation, or control. Sensors
are  essential to the accurate measurement, resolution, and display of pressure,
motion,  force,  displacement,  angle,  flow,  and  distance.

MARKETS

     Sensor  manufacturers  are  moving toward smart sensors, which use digital
intelligence to enhance measurement and control signals. The shift toward modern
technologies has enhanced applications in the automotive, medical, military, and
consumer  industries.  Examples  of  sensor  applications  include:

     -    automotive  uses  for  such  diverse  applications  as  braking,
          transmission,  fuel  pressure,  diesel  common rail pressure, security
          sensing,  and  on  board  tire  pressure  monitoring;

     -    medical  applications  including  blood  pressure  measurement,  flow
          monitoring,  ultrasonic  imaging,  and  focused  therapeutic  heating
          applications;

     -    military  applications,  which  continue  to drive sensor development,
          with  new  systems requiring small, high performance sensors for smart
          systems  such  as navigation and weapons control systems and collision
          avoidance  systems;  and

     -    consumer  products  applications  including the measurement of weight,
          distance,  and  movement,  digitizing information for white boards and
          laptops,  and  vibration  and  humidity  sensors for major appliances.

     In  recent  years,  advances  in  microprocessor technology have fueled the
demand  for  sensors.  As  microprocessors become more powerful, yet smaller and
less  expensive,  they  are  incorporated  in  a  greater number of products and
applications.  The  growth  of  sensors parallels the growth in microprocessors,
which  require  sensors  to  deliver  critical  information. A number of factors
affecting  the  growth  in  the  sensor  market  include:


                                        4
<PAGE>
     -    a  strong  increase  in  customer demand for low-cost, highly accurate
          measurement  solutions;

     -    a  proliferation  of  silicon  micromachining  technology  in
          micro-electromechanical  systems  (MEMS)  devices  as  a  low-cost
          alternative  to  traditional  technologies;

     -    merger and acquisition activity among manufacturers and an increase in
          single  source,  high  volume  purchase  orders  relating  to customer
          preference  for  one-stop  shopping;

     -    manufacturers'  increased  use  of  modern  technology  to  customize
          products  with  various  features  to  meet  customer  demands;  and

     -    investment  in research and development spending in order to introduce
          new  products  and  expand  applications  for  existing  products.

TECHNOLOGY

     In  the  rapidly  evolving  markets  for sensors and sensor-based, consumer
products,  there  is  an  increasing  demand  for  technologies  such  as:

     Piezoresistive  Technology.  Piezoresistive  materials, most often silicon,
respond  to  changes  in applied mechanical variables such as stress, strain, or
pressure  by  changing  electrical  conductivity.  Changes  in  electrical
conductivity  can  be  readily detected in circuits by changes in current with a
constant  applied  voltage,  or conversely by changes in voltage with a constant
supplied  current.  Piezoresistive technology is widely used for the measurement
of  pressure  and  acceleration,  and its use in these applications is expanding
significantly.

     Application  Specific  Integrated  Circuits (ASICs). These circuits convert
analog  electrical signals into digital signals for measurement, computation, or
transmission.  Application  specific integrated circuits are well suited for use
in  consumer  products because they can be designed to operate from a relatively
small  power  source  and  are  inexpensive.

     Micro-Electromechanical  Systems  (MEMS).  Micro-electromechanical  systems
and related silicon micromachining technology are used to manufacture components
for  physical  measurement  and  control.  Silicon  micromachining  is  an ideal
technology to use in the construction of miniature systems involving electronic,
sensing,  and  mechanical components because it is inexpensive and has excellent
physical  properties.  Micro-electromechanical  systems  have several advantages
over  their conventionally manufactured counterparts. For example, by leveraging
existing silicon manufacturing technology, micro-electromechanical systems allow
for  the  cost-effective  manufacture of small devices with high reliability and
superior  performance.

     Piezopolymer  Technology. Piezoelectric materials convert mechanical stress
or  strain into proportionate electrical energy, and conversely, these materials
mechanically  expand  or  contract  when  voltages  of  opposite  polarities are
applied. Piezoelectric polymer films are also pyroelectric, converting heat into
electrical  charge.  Piezoelectric  polymer films offer unique sensor design and
performance  because they are flexible, inert, and relatively inexpensive.  This
technology is ideal for applications where the use of rigid sensors would not be
possible  or  cost-effective.


                                        5
<PAGE>
     Strain  Gage  Technology.  A  strain gage consists of metallic foil that is
impregnated  into  an  insulating  material and bonded to a sensing element. The
foil  is  etched  to  produce  a  grid  pattern  that is sensitive to changes in
geometry,  usually  length,  along  the  sensitive  axis  producing  a change in
resistance.  The gage operates through a direct conversion of strain to a change
in  gage  resistance.  This  technology  is  useful  for  the  construction  of
inexpensive,  reliable  pressure  sensors.

     Force  Balance  Technology.  A  force  balanced  accelerator  is  a gravity
referenced  device  that  under  the application of tilt or linear acceleration,
detects  the  resulting  change  in  position of the internal mass by a position
sensor  and  an  error  signal  is produced.  This error signal is passed to the
servo  amplifier  and a current developed that is fed back into the moving coil.
This  current  is  proportional  to  the  applied  tilt  angle or applied linear
acceleration  and  will  balance  the  mass  back to its original position.  The
current  is  proportional to the acceleration or tilt. These devices are used in
military  and  industrial  applications  where  high  accuracy  is  required.

     Fluid  Capacitive Technology.  This technology is also referred to as fluid
filed,  variable  capacitance.  The  output  from  the  sensing  element  is two
variable  capacitance  signals  per  axis.  Rotation  of  the  sensor  about its
sensitive  axis  produces  a  linear  change  in  capacitance.  This  change  in
capacitance is electronically converted into angular data, and provides the user
with  a choice of ratiometric, analog, digital, or serial output signals.  These
signals  can  be easily interfaced to a number of readout and/or data collection
systems.

     Linear  Variable  Differential Transformers. A linear variable differential
transformer  is  an  electromechanical sensor that produces an electrical signal
proportional  to  the  displacement  of a separate movable core. Linear variable
differential  transformers  are  widely  used as measurement and control sensors
wherever  displacements  of  a  few  microinches to several feet can be measured
directly, or where mechanical input, such as force or pressure, can be converted
into  linear displacement.  Linear variable differential transformer sensors are
capable  of  extremely  accurate  and  repeatable  measurements  in  severe
environments.

     Ultrasonic  Technology.  Ultrasonic sensors measure distance by calculating
the  time  it  takes to send and receive an acoustic signal that is inaudible to
the  human  ear.  This  technology  allows  for  the  quick,  easy, and accurate
measurement  of  distances  between  two  points  without  physical  contact.

OUR  RECENTLY  COMPLETED  ACQUISITIONS

     We  expanded  our  distribution  network,  increased  our  manufacturing
capabilities,  introduced new product lines, added to our core technologies, and
extended  our  global  presence  by  completing  a series of major acquisitions.

     In  August  2000,  we acquired the Schaevitz Sensors (formerly known as TRW
Sensors  &  Components)  business  from  TRW  for  approximately  $17.9 million,
including closing and restructuring costs of $1.1 million. The Schaevitz Sensors
business consists of a division in the United States and an operating company in
the  United  Kingdom.  This  business  designs  and  manufactures sensors in the
United  States  and  Europe,  and  sells  a  variety  of tilt, displacement, and
pressure  sensors.  The  acquisition increased our base of core technologies and
expanded  our  production and distribution capabilities in the United States and
the  United  Kingdom.


                                        6
<PAGE>
     In February 2000, we acquired IC Sensors from PerkinElmer for approximately
$12.4  million,  including  closing  and restructuring costs of $0.4 million. IC
Sensors designs, manufactures, and markets micro-electromechanical systems based
silicon  pressure  sensors,  accelerometers,  and  custom microstructures.  This
acquisition expanded our micro-electromechanical systems (MEMS) capabilities and
increased  our manufacturing capacity and design expertise in the United States.

     In  August 1998, we acquired PiezoSensors, formerly the Sensors Division of
AMP,  for  approximately $5.7 million, including closing and restructuring costs
of  $1.7  million. PiezoSensors designs, manufactures, and markets piezoelectric
polymer  sensors  for  industrial,  consumer,  and  medical  applications.  This
acquisition  expanded  our  product  line  to  include  piezopolymer sensors and
increased  our  production  capabilities  in  the  United  States.

PRODUCTS

     Sensors.  We  produce  a  wide  variety  of  sensors  that  use  advanced
technologies  to  measure  precise ranges of physical characteristics, including
pressure,  motion,  force,  displacement, angle, flow, and distance. Our sensors
are  sold  for  original  equipment manufacturer applications.  A summary of our
Sensor  business  product  offerings  is  provided  in  the  following  table:

<TABLE>
<CAPTION>
Product               Technology       Brand Name                Applications
----------------  ------------------  ------------  --------------------------------------
<S>               <C>                 <C>           <C>
Pressure Sensors  Micro-              IC Sensors    Disposable catheter blood pressure,
                  Electromechanical                 altimeter, dive tank pressure, process
                  Systems (MEMS)                    instrumentation, and intravenous drug
                                                    administration monitoring
----------------  ------------------  ------------  --------------------------------------
                  Piezoresistive      Microfused    Fertilizer and paint spraying, diesel
                                                    engine control, hydraulics, and
                                                    automotive powertrain
----------------  ------------------  ------------  --------------------------------------
                  Strain Gage         Schaevitz     Instrumentation grade aerospace and
                                                    weapon control systems, deep-sea
                                                    well-head pressure, ship cargo level,
                                                    and steel mills
----------------  ------------------  ------------  --------------------------------------
Accelerometers    Piezopolymer        PiezoSensors  Transportation, shipment monitoring,
                                                    audio speaker feedback, and consumer
                                                    exercise monitoring
----------------  ------------------  ------------  --------------------------------------
                  Micro-              IC Sensors    Traffic alert and collision avoidance
                  Electromechanical                 systems, railroad, tilt, and
                  Systems (MEMS)                    instrumentation
----------------  ------------------  ------------  --------------------------------------
                  Force Balance       Schaevitz     Aerospace, weapon fire control,
                                                    inertial navigation, angle, and tilt
----------------  ------------------  ------------  --------------------------------------
Rotary            Linear Variable     Schaevitz     Aerospace, machine control systems,
Displacement      Displacement                      knitting machines, industrial process
Sensors           Transducer                        control, and hydraulic actuators
----------------  ------------------  ------------  --------------------------------------
Tilt/Angle        Fluid Capacitive    Schaevitz     Tire balancing, heavy equipment level
Sensors                                             measurement, and consumer electronic
                                                    level measurement
----------------  ------------------  ------------  --------------------------------------
Traffic Sensors   Piezopolymer        PiezoSensors  Traffic survey, speed and red light
                                                    enforcement, toll, and in-motion
                                                    vehicle weight measurement
----------------  ------------------  ------------  --------------------------------------


                                        7
<PAGE>
Custom            Piezopolymer        PiezoSensors  Medical imaging, ultrasound,
Piezofilm                                           consumer electronic, electronic
Sensors                                             stethoscope, and sonar
----------------  ------------------  ------------  --------------------------------------
Custom            Micro-              IC Sensors    Atomic force microscopes, flow
Microstructures   Electromechanical                 measurement, optical switching, and
                  Systems (MEMS)                    inertial navigation
----------------  ------------------  ------------  --------------------------------------
</TABLE>


     Consumer  Products.  We  design,  manufacture,  and  market  sensor-based,
consumer products such as bathroom and kitchen scales, tire pressure gauges, and
distance  estimators. Our consumer products feature sleek, contemporary designs,
high-contrast  liquid  crystal displays, and factory-installed lithium batteries
that  last  for  the  life  of  the  product.  We  sell  to  both  retailers and
manufacturers  of  consumer  products.  A  summary of our sensor-based, consumer
products  is  presented  in  the  following  table:

<TABLE>
<CAPTION>
PRODUCT             TECHNOLOGY           BRAND NAMES*       TYPES OF PRODUCTS   PRICE RANGE
-------------  --------------------  ---------------------  ------------------  ------------
<S>            <C>                   <C>                    <C>                 <C>
Scales         Piezoresistive,       Thinner, Health-o-     Bathroom Scales     $ 5.00-45.00
               Application Specific  meter, Laica, Salter,
               Integrated Circuits   and Korona
                                     ---------------------  ------------------  ------------
                                     Thinner, Laica,        Kitchen Scales      $ 3.00-25.00
                                     Salter, and Korona
                                     ---------------------  ------------------  ------------
                                     Royal                  Postal Scales       $ 8.00-11.00
-------------  --------------------  ---------------------  ------------------  ------------
Tire Pressure  Piezoresistive        Accutire               Digital and         $ 0.50-15.00
Gauges                                                      Mechanical Tire
                                                            Pressure Gauges
-------------  --------------------  ---------------------  ------------------  ------------
Distance       Ultrasonic            Accutape               Interior Distance   $13.00-22.00
Measurement                                                 Estimator
Products
-------------  --------------------  ---------------------  ------------------  ------------
                                     Park-Zone              Distance Estimator  $10.00-25.00
                                                            for Parking
-------------  --------------------  ---------------------  ------------------  ------------
</TABLE>

     *    Health-o-Meter,  Laica, Korona, and Royal are trademarks, trade names,
          or  service  marks  of  our  customers  and  are  not  owned  by  us.

CUSTOMERS

     We  sell  our  sensor  products  throughout the world.  Our Sensor business
designs,  manufactures,  and markets sensors for original equipment manufacturer
applications.  Our  extensive  customer  base  consists  of the manufacturers of
electronic,  automotive,  military, and industrial products.  None of our Sensor
business  customers  accounted for more than 10% of our total net sales. Our key
Sensor  customers  include:

-  Alaris  Medical     -  Allison  Transmission     -  Badger  Meter
-  Graco               -  Honeywell                 -  Hunter  Engineering
-  Lockheed  Martin    -  Pacesetter                -  Texas  Instruments


                                        8
<PAGE>
     Our  Consumer  Products  business  customers  are  primarily  retailers,
resellers,  or  manufacturers  of  consumer  products  in  the United States and
Europe.  Largely  due to growth in our Consumer Products and Sensors businesses,
in  fiscal  year 2001, no Consumer Products customer accounted for more than 10%
of  net sales.  Previously, we had two Consumer Products customers who accounted
for  more  than  10% of net sales, Korona Haushaltswaren GmbH (Korona), a German
distributor  of  diversified  housewares,  and  Sunbeam Corp. (Health and Safety
Division  of  Sunbeam  Corp),  a  United  States manufacturer and distributor of
electric  housewares.

     Korona,  was  acquired  by  an  Asian  manufacturer  of  scales  and  other
electronic  products,  and  a  competitor  of  ours.  Although we expect to have
significant sales to Korona, it is possible a decline in sales could result from
this  acquisition.  Korona  accounted  for  less  than 10.0%, 14.0% and 20.0% of
total net sales for the years ended March 31, 2001, 2000 and 1999, respectively.

     Sunbeam  has  filed  for bankruptcy protection.  Sales to Sunbeam accounted
for  less than 10%, 19.9% and 17.0% of total net sales for the years ended March
31,  2001,  2000  and  1999,  respectively.

     Other  key  Consumer  Products  customers  include:

-  Bed  Bath  &  Beyond     -  BJ's  Wholesale  Club     -  Brookstone
-  Costco                   -  Laica                     -  Linens  'n  Things
-  Sam's  Club              -  Sears                     -  Target

SALES  AND  DISTRIBUTION

     We  sell  our  products  through  a  combination of an experienced in-house
technical  sales  force  of  over  40  employees  and  generally exclusive sales
relationships  with  outside  sales  representatives  throughout  the world. Our
experienced  engineering teams work directly with our global customers to tailor
our  sensors  to  meet  the  specific application requirements of our customers.

     Our  sensor-based,  consumer  products  are sold and marketed under our own
brand  names  as  well as private labels. We have the flexibility of selling our
sensor-based,  consumer  products  directly  to  retailers, to resellers, and to
manufacturers  of  consumer  products.

     We  sell  our  products  primarily  in  North  America  and Western Europe.
International  sales  accounted for 35.1% of net sales for the fiscal year ended
March  31,  2001, and 28.4% of our net sales for the fiscal year ended March 31,
2000.

SUPPLIERS

     We rely on contract manufacturers for a significant portion of our consumer
finished  products.   The  majority  of  our sensor-based, consumer products are
assembled  by  a contract manufacturer located in China.  We utilize alternative
assemblers  located in China to assemble the majority of our other sensor-based,
consumer  products.  We  procure  components  and  finished  products as needed,
through  purchase  orders,  and  do not have long-term contracts with any of our
suppliers.  We  believe  that  the  components we utilize could be obtained from
alternative sources, or that our products could be redesigned to use alternative
suppliers'  components,  if  necessary.


                                        9
<PAGE>
RESEARCH  AND  DEVELOPMENT

     Our  position as a leading designer, developer, and manufacturer of sensors
and  sensor-based,  consumer  products  is  largely the result of our history of
technological  innovation.  Our  research and development efforts are focused on
expanding our core technologies, improving our existing products, developing new
products,  and  designing  custom sensors for specific client applications.  Our
gross  research  and  development  expenses, including customer funded projects,
were  $5.1  million,  or  4.9%  of net sales for the fiscal year ended March 31,
2001,  $3.4  million,  or 5.7% of net sales, for the fiscal year ended March 31,
2000,  and  $2.9  million, or 7.8% of net sales, for the fiscal year ended March
31, 1999.  This decrease in research and development expenses as a percentage of
net sales is attributable to the growth of our Consumer Products business, which
requires  lower  research  and development expenses, and our acquisitions, which
have  historically  had  lower  research  and development expenses than our core
businesses.  Our  strategy  is to increase new product development over time for
those  new  acquisitions.

     To maintain and improve our competitive position, our research, design, and
engineering  teams  work  directly  with  customers to design custom sensors for
specific  applications.  We  receive  substantial funding from customers for new
product  development  including $4.1 million for the fiscal year ended March 31,
2001,  $1.6  million  for the fiscal year ended March 31, 2000, and $1.1 million
for  the  fiscal  year  ended  March 31, 1999.  We believe this funding reflects
customer  confidence  in  our  ability  to  convert  our  core technologies into
innovative  new  products.

COMPETITION

     The  market for sensors includes many diverse products and technologies and
is  highly fragmented and increasingly subject to pricing pressures. Most of our
competitors  are  small  companies  or  divisions  of large corporations such as
Emerson,  Motorola,  Siemens,  and  Honeywell.  The  principal  elements  of
competition  in  the  sensor market are production capabilities, price, quality,
and  the  ability to design unique applications to meet specific customer needs.
The  market  for  sensor-based,  consumer  products is characterized by frequent
introductions  of  competitive  products  and  pricing  pressures.  Some  of our
largest  Consumer  Products  customers are also our competitors, such as Sunbeam
and  Bonso  Electronics  International  (which  recently  acquired Korona).  The
principal  elements of competition in the sensor-based, consumer products market
are  price,  quality,  and the ability to introduce new and innovative products.

     Although  we  believe  that we compete favorably in our Sensor and Consumer
Products  businesses, new product introductions by our competitors could cause a
decline  in  sales  or  loss  of market acceptance for our existing products. If
competitors introduce more technologically advanced products, the demand for our
products  would  likely  be  reduced.

INTELLECTUAL  PROPERTY

     We  rely in part on patents to protect our intellectual property. We own 78
United  States  utility  patents,  10 United States design patents, and numerous
foreign  patents  to  protect  our  rights  in  certain applications of our core
technology.  We have 51 United States patent applications pending.  These patent
applications  may  never  result  in  issued patents. Even if these applications
issue  as  patents,  taken  together  with our existing patents, they may not be
sufficiently  broad  to  protect  our  proprietary  rights,  or  they  may prove
unenforceable.  We  have  not,  however,  obtained  patents  for  all  of  our
innovations,  nor  do  we  plan  to  do  so.


                                       10
<PAGE>
     We  also  rely  on  a combination of copyrights, trademarks, service marks,
trade  secret  laws,  confidentiality  procedures, and licensing arrangements to
establish  and  protect our proprietary rights.  In addition, we seek to protect
our  proprietary  information  by  using confidentiality agreements with certain
employees,  consultants,  advisors, and others.  We cannot be certain that these
agreements  will  adequately  protect our proprietary rights in the event of any
unauthorized  use  or  disclosure, that our employees, consultants, advisors, or
others  will  maintain  the  confidentiality of such proprietary information, or
that  our  competitors  will  not otherwise learn about or independently develop
such  proprietary  information.

     Despite  our  efforts  to  protect  our intellectual property, unauthorized
third  parties may copy aspects of our products, violate our patents, or use our
proprietary  information. In addition, the laws of some foreign countries do not
protect  our  intellectual property to the same extent as the laws of the United
States.  The  loss  of  any material trademark, trade name, trade secret, patent
right,  or  copyright  could  hurt  our  business,  results  of  operations, and
financial  condition.

     We  believe  that  our  products  do  not  infringe  on the rights of third
parties.  However,  we  cannot  be  certain  that  third parties will not assert
infringement claims against us in the future or that any such assertion will not
result  in  costly  litigation  or require us to obtain a license to third party
intellectual property. In addition, we cannot be certain that such licenses will
be  available  on  reasonable  terms  or  at all, which could hurt our business,
results  of  operations,  and  financial  condition.

FOREIGN  OPERATIONS

     We manufacture the substantial majority of our sensor products, and most of
our  sensor  subassemblies  used  in  our  consumer products, in leased premises
located  in  Shenzhen,  China.  Sensors  are  also  manufactured at our domestic
facilities  located  in  Virginia,  California,  Pennsylvania,  and  one foreign
facility  located  in  Slough,  United  Kingdom.  Additionally,  control  of our
primary  subcontractor, certain key management, sales and support activities are
conducted  at  leased  premises  in  Hong  Kong.  Substantially all our consumer
products  are assembled in China, primarily by a single supplier, River Display,
Ltd.  ("RDL"),  although we are utilizing alternative Chinese assemblers.  There
are no agreements which would require us to make minimum payments to RDL, nor is
RDL  obligated to maintain capacity available for our benefit, though we account
for a significant portion of RDL's revenues.  Additionally, most of our products
contain  key  components  that  are  obtained  from a limited number of sources.
These  concentrations in external and foreign sources of supply present risks of
interruption  for  reasons  beyond  our  control,  including political and other
uncertainties  regarding  Hong  Kong  and  China.

     The  Chinese government has continued to pursue economic reforms hospitable
to  foreign  investment  and  free  enterprise,  although,  the continuation and
success  of  these  efforts  is  not assured.  Our operations could be adversely
affected by changes in Chinese laws and regulations, including those relating to
taxation and currency exchange controls, by the imposition of economic austerity
measures  intended to reduce inflation, and by social and political unrest.  The
United States has considered revoking China's most favored nation ("MFN") tariff
status  in connection with controversies over the protection of human rights and
intellectual  property  rights,  among  other  things.  The  loss  of  MFN could
adversely  affect  the  cost  of  goods  imported  into  the  United  States.
Additionally,  if  China  does not join the World Trade Organization ("WTO"), we
may  not  benefit  from  the  lower  tariffs  and  other  privileges  enjoyed by
competitors  located  in  countries  that  are  members  of  the  WTO.


                                       11
<PAGE>
     Sovereignty  over  Hong  Kong  reverted to China on July 1, 1997.  The 1984
Sino-British Joint Declaration, the 1990 Basic Law of Hong Kong, the 1992 United
States-Hong  Kong Policy Act and other agreements provide some indication of the
business  climate  we  believe  will  continue  to exist in Hong Kong after this
change  in  sovereignty.  Hong  Kong  remains  a  Special  Administrative Region
("SAR")  of  China,  with  certain autonomies from the Chinese government.  Hong
Kong is a full member of the WTO.  It has separate customs territory from China,
with  separate  tariff  rates  and export control procedures.  It has a separate
intellectual property registration system.  The Hong Kong dollar is legal tender
in  the  SAR,  freely  convertible  and not subject to foreign currency exchange
controls by China.  The SAR government has sole responsibility for tax policies,
though  the  Chinese government must approve the SAR's budgets.  Notwithstanding
the  provisions  of  these  international agreements, the continued stability of
political,  legal,  economic or other conditions in Hong Kong cannot be assured.
No  treaty  exists  between  Hong  Kong  and the United States providing for the
reciprocal  enforcement  of  foreign  judgments.  Accordingly,  Hong Kong courts
might  not  enforce  judgments  predicated on the federal securities laws of the
United  States, whether arising from actions brought in the United States or, if
permitted,  in  Hong  Kong.

     Most  of  our  revenues are priced in United States dollars.  Our costs and
expenses are priced in United States dollars, Hong Kong dollars, British pounds,
and Chinese renminbi.  Accordingly, the competitiveness of our products relative
to  products  produced  locally may be affected by the performance of the United
States  dollar compared with that of our foreign customers' currencies.  Foreign
sales  were  35.1%,  28.4%,  and 38.2% of revenues for the years ended March 31,
2001,  2000,  and  1999,  respectively.  Additionally, we are exposed to foreign
currency  transaction  and  translation  losses  which might result from adverse
fluctuations  in  the  values  of  the  Hong Kong dollar, British pounds and the
renminbi.

     At  March  31,  2001,  we  had  net  liabilities of $4.4 million subject to
fluctuations  in  the  value of the Hong Kong dollar, net assets of $8.4 million
subject  to  fluctuations  of the British pound, and net assets of $12.6 million
subject to fluctuations in the value of the renminbi.  Fluctuations in the value
of  the  Hong Kong dollar have not been significant since October 17, 1983, when
the Hong Kong government pegged the value of the Hong Kong dollar to that of the
United  States dollar.  However, there can be no assurance that the value of the
Hong  Kong  dollar will continue to be tied to that of the United States dollar.
China adopted a floating currency system on January 1, 1994, unifying the market
and  official  rates  of  foreign  exchange.  China  approved  current  account
convertibility of the renminbi on July 1, 1996, followed by formal acceptance of
the  International  Monetary  Fund's  Articles of Agreement on December 1, 1996.
These  regulations  eliminated  the requirement for prior government approval to
buy  foreign  exchange for ordinary trade transactions, though approval is still
required  to repatriate equity or debt, including interest thereon.  As a result
of  these  actions, the net inflow of capital into China and government steps to
restrict  credit  for  the  purpose  of  controlling inflation, the value of the
renminbi  has  been  fairly  stable, although inflation has persisted.  However,
there  can  be  no  assurance  that  these currencies will remain stable or will
fluctuate to our benefit.  To manage our exposure to these risks, we may, though
to  date  we  have  not,  purchase currency exchange forward contracts, currency
options  or  other  derivative  instruments,  provided  such  instruments can be
obtained  at  suitable  prices.


                                       12
<PAGE>
EMPLOYEES

     As of March 31, 2001, we employed 1,636 persons, including 347 employees in
the  United  States,  93  employees  in  the  United Kingdom, 1,185 employees in
Shenzhen,  China,  and  11  employees  in  Hong  Kong,  China.

     As  of  March  31, 2001, 1,119 employees were engaged in manufacturing, 220
were  engaged  in administration, 70 were engaged in sales and marketing and 227
were  engaged  in  research  and  development.

     Our  employees  are  not  covered  by  collective bargaining agreements. We
consider  our  global  labor  practices  and  employee  relations  to  be  good.

ENVIRONMENTAL  MATTERS

     We  are  subject to comprehensive and changing foreign, federal, state, and
local  environmental  requirements,  including those governing discharges to the
air  and water, the handling and disposal of solid and hazardous wastes, and the
remediation  of  contamination associated with releases of hazardous substances.
We  believe  that  we are in compliance with current environmental requirements.
Nevertheless,  we  use hazardous substances in our operations and as is the case
with manufacturers in general, if a release of hazardous substances occurs on or
from our properties we may be held liable and may be required to pay the cost of
remedying  the  condition.  The  amount  of  any  resulting  liability  could be
material.

BACKLOG

     At  March  31, 2001, our backlog of unfilled orders was approximately $29.0
million.  At  March  31,  2000, our backlog of unfilled orders was approximately
$17.0  million.  We  include  in  backlog  orders  that  have been accepted from
customers  that  have  not  been  filled  or  shipped. All orders are subject to
modification  or  cancellation by the customer with limited charges.  We believe
that  backlog  may not be indicative of actual sales for the current fiscal year
or  any  succeeding  period.


ITEM  2.    PROPERTIES

     We  lease  all  our  properties  under  operating  leases  as  follows:


                                       13
<PAGE>
<TABLE>
<CAPTION>
LOCATION                    PRIMARY USE         BUSINESS   SQ. FT.  LEASE EXPIRATION
--------------------  -----------------------  ----------  -------  -----------------
<S>                   <C>                      <C>         <C>      <C>

Fairfield, NJ USA     Corporate headquarters   Consumer     19,000  June, 2003
                                               and Sensor
Valley Forge, PA USA  Manufacturing, research  Sensor       63,000  January, 2003
                      and development, sales
                      and marketing
Milpitas, CA USA      Manufacturing, research  Sensor       34,000  December, 2005
                      and development, sales
                      and marketing
Shenzhen, China       Principle manufacturing  Consumer    134,000  Between February,
                      facility, research and   and Sensor            2002 and
                      development,                                   September 2004
                      warehousing, and
                      distribution
Hampton, Virginia     Manufacturing, research  Sensor      120,000  July, 2011
                      and development, sales
                      and marketing
Slough, United        Manufacturing, research  Sensor       35,000  June, 2002
Kingdom               and development, sales
                      and marketing
Hong Kong, China      Manufacturing support    Consumer      2,000  February, 2002
                                                           -------
                                                           407,000
</TABLE>


Our  facilities  located in China, the United Kingdom, and Virginia are ISO 9001
certified.  These premises are suitable and adequate for our present operations.

ITEM  3.    LEGAL  PROCEEDINGS

     On  March 10, 2000, we brought suit in the United States District Court for
the  Northern  District  of  Illinois  against  Taylor Precision Products, L.P.,
Kohl's  Corporation,  and  Kohl's  Department Stores, Inc. alleging, among other
things,  patent infringement related to two of our electronic scales.  On May 8,
2000,  we  voluntarily  dismissed  the  complaint against Kohl's Corporation and
Kohl's  Department  Stores.  We  are seeking compensatory damages and injunctive
relief  from  Taylor  Precision  Products,  L.P.  On February 2, 2001, the court
denied  defendant's  motion  for  summary judgment. On February 16, 2001, Taylor
Precision  Products,  L.P.  asserted  a  counterclaim  against  us  seeking  a
declaration from the court that the patents at issue are invalid, unenforceable,
and  are  not infringed upon by Taylor Precision Products, L.P. Taylor Precision
Products,  L.P.  seeks  reasonable  attorneys'  fees,  costs,  and  expenses  in
connection  with  this  litigation.  The litigation is ongoing, and the eventual
outcome  is  uncertain.

     From  time  to  time, we are a party to other legal proceedings. We are not
currently  involved  in  any  proceeding  the  resolution  of which could have a
material  adverse  effect  on our financial conditions or results of operations.

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


                                       14
<PAGE>
     No  matters  were submitted to a vote of security holders during the fiscal
quarter  ended  March  31,  2001.


                                       15
<PAGE>
PART  II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common  stock,  no par value, is traded on the American Stock Exchange
(ticker  symbol  MSS).  At June 29, 2001, our transfer agent reported that there
were  96  record  holders  of  common  shares, excluding beneficial owners whose
shares  are  held  in the names of various dealers and clearing agencies.  We do
not  know  the  number  of  beneficial  holders  of  our  common  shares.

     High  and  low  sales  prices  for  the  last  two  fiscal  years  were:

Fiscal Quarter Ended          High      Low
--------------------          ----      ---
FISCAL  YEAR  2000
  June 30, 1999               6.25     3.50
  September 30, 1999         11.88     5.94
  December 31, 1999          11.31     8.31
  March 31, 2000             14.75    10.03
FISCAL  YEAR  2001
  June 30, 2000              19.19    10.94
  September 30, 2000         24.13    16.50
  December 31, 2000          29.81    15.75
  March 31, 2001             26.19    16.25

     We  have  never  declared  cash dividends on our common equity.  Management
expects  that  any  earnings  that  may be generated from our operations will be
substantially reinvested in the business and, accordingly, dividends will not be
paid  to  common  shareholders  in  the  foreseeable  future.  Additionally, the
payment  of dividends is subject to the consent of the bank with which we have a
revolving  credit  agreement.

     At  present,  there are no material restrictions on the ability of our Hong
Kong  subsidiary  or  English  subsidiary  to transfer funds in the form of cash
dividends,  loans,  advances,  or purchases of materials, products, or services.
The  distribution  and  repatriation  of  dividends  by  our China subsidiary is
restricted  by  Chinese  laws  and  regulations,  including  currency  exchange
controls.

<TABLE>
<CAPTION>
ITEM  6.    SELECTED  FINANCIAL  DATA

(Amounts  in  thousands,  except  per  share  amounts)

YEARS ENDED MARCH 31,                      2001      2000     1999     1998     1997
                                         --------  --------  -------  -------  -------
<S>                                      <C>       <C>       <C>      <C>      <C>
Results of Operations:
     Net Sales                           $103,095   $59,997  $37,596  $29,278  $25,004

     Net Income                             8,961     5,531    1,729      777    1,175


                                       16
<PAGE>
Net cash provided by (used in):
     Operating activities                  (4,825)    8,129    3,474    1,722     (531)
     Investing activities                 (23,553)  (15,999)  (4,993)  (1,036)    (757)
     Financing activities                  27,089     7,041    3,927     (612)     768

Basic earnings per common share(1):          1.10      0.73     0.24     0.11     0.17


Diluted earnings per common share(1):        0.99     0.64      0.23     0.11     0.16


Cash dividends declared per common share     None     None      None     None     None

As of March 31,
     Total assets                          86,337    39,611   18,535   10,217    9,234
     Long term debt, net of                32,736     9,000    3,250       21      778
     current maturities

Notes
<FN>
(1)  Amounts  for the years ended March 31, 1998 and 1997 have been restated to conform
to  SFAS  128
</TABLE>


                                       17
<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS


     The  following  discussion  of  our  results  of  operations  and financial
condition  should  be  read  together  with  the other financial information and
consolidated  financial  statements  and  related  notes included in this Annual
Report  on  Form 10-K.  This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those  anticipated in the forward-looking statements as a result of a variety of
factors.

OVERVIEW

     We  are  a  leading  designer and manufacturer of sensors and sensor-based,
consumer  products.  We  produce  a  wide  variety  of sensors that use advanced
technologies  to  measure  precise ranges of physical characteristics, including
pressure,  motion, force, displacement, angle, flow, and distance.  Our advanced
technologies  include  piezoresistive  applications,  application  specific
integrated  circuits,  micro-electromechanical  systems  (MEMS),  piezopolymers,
strain  gages,  force  balance  systems,  fluid  capacitive applications, linear
variable  differential  transformers,  and ultrasonics. These technologies allow
our sensors to operate precisely and cost effectively. We have two businesses, a
Sensor  business  and  a  Consumer  Products  business.  However,  each  of  our
businesses  benefits  from  the  same core technology base.  Our Sensor business
designs,  manufactures,  and markets sensors for original equipment manufacturer
applications.  These  products include pressure sensors, custom microstructures,
accelerometers,  tilt/angle  sensors,  and  displacement sensors for electronic,
automotive,  medical, military, and industrial applications. Our Sensor business
customers  include  leading  manufacturers  such  as  Alaris  Medical,  Allison
Transmission, Badger Meter, Graco, and Texas Instruments.  Our Consumer Products
business  designs,  manufactures,  and  markets sensor-based, consumer products.
These  products  include  bathroom and kitchen scales, tire pressure gauges, and
distance estimators.  These products are typically based on application specific
integrated  circuits,  piezoresistive, and ultrasonic technologies. Our Consumer
Products  customers  include leading retailers such as Bed Bath & Beyond, Linens
'n  Things,  Sam's Club, and Sears; European resellers such as Korona and Laica;
and  Sunbeam,  a  consumer  products  manufacturer.

     Acquisition  Strategy.  Over  the  last several years we have undertaken an
aggressive  expansion  strategy  that  has  included  the  acquisitions  of
complementary businesses intended to bring to us new technologies, diversify our
product  mix, increase manufacturing capacity, and expand distribution channels.
For  example,  through  our  acquisition  strategy,  we  have  acquired  new
technologies,  such  as  piezoelectric  polymer, micro-electromechanical systems
(MEMS),  and  linear  variable  differential  transformers,  added manufacturing
capacity  in  the  United States and the United Kingdom, and expanded our Sensor
business  distribution  channels.  In  turn,  the percentage of net sales in our
Sensor  business  increased to 47.6% for the year ended March 31, 2001 from 7.8%
for  the  year  ended March 31, 1998. This change in the business segment mix is
primarily  from  the  impact  of  our  acquisition  strategy, as well as organic
growth.  After successfully integrating businesses that we acquire, we expect to
realize  significant  cost  savings  in the acquired business by moving selected
assembly  and  manufacturing  operations to our low cost, high volume production
facility  in  China,  which  has  been  expanded  to  meet  such  demand.
     In  January 2001, we acquired the business of Silicon Valley Sensors for an
initial  payment of $0.25 million cash with additional contingent payments of up
to  $0.25  million.  This business included intellectual property and management
expertise  relating  to  pressure  sensors.


                                       18
<PAGE>
     In  August  2000,  we  acquired the Schaevitz Sensors business from TRW for
approximately  $17.9  million cash, including closing and restructuring costs of
$1.1 million.  The Schaevitz Sensors business, formerly known as TRW Sensors and
Components, consists of a division in the United States and an operating company
in the United Kingdom. Schaevitz Sensors designs and manufactures sensors in the
United  States  and  Europe,  and  sells  a  variety  of tilt, displacement, and
pressure  sensors.  The  excess  of  the  purchase  price  over  the  net assets
acquired,  accounted for principally as goodwill, was approximately $7.0 million
which  is  being  amortized  over  15  years.

     In February 2000, we acquired IC Sensors from PerkinElmer for $12.4 million
in  cash,  including closing and restructuring costs of $0.4 million. IC Sensors
designs,  manufactures,  and  markets  micro-electromechanical  (MEMS)  pressure
sensors,  accelerometers,  and microstructures. The excess of the purchase price
over  the  net  assets  acquired,  accounted  for  principally  as goodwill, was
approximately  $3.2  million,  which  is  being  amortized  over  15  years.

     In  January  2000,  we  acquired the Park-Zone product line from Exeter for
$1.4 million, which included an initial payment of $0.6 million in cash with the
additional  consideration based on future performance. Park-Zone produces a line
of  ultrasonic parking devices. The excess of the purchase price over net assets
acquired, accounted for principally as goodwill, was approximately $1.0 million,
which  is  being  amortized  over  7  years.

     In  August 1998, we acquired PiezoSensors, formerly the Sensors Division of
AMP,  for  approximately $5.7 million, including closing and restructuring costs
of  $1.7  million. PiezoSensors designs, manufactures, and markets piezoelectric
polymer  sensors  for industrial, consumer, and medical applications. The excess
of the purchase price over the net assets acquired, accounted for principally as
goodwill,  was  approximately  $1.7  million,  which  is being amortized over 15
years.

     Each  of  our  acquisitions  has  been accounted for as a purchase, and our
results  of  operations include the financial impact from each acquired business
following  the  closing  date  of the acquisition.  We financed our acquisitions
with  a  combination of cash and debt. Our goodwill as of March 31, 2001, net of
amortization,  is  approximately  $12.6  million.

     From time to time, we engage in discussions regarding certain acquisitions.
On  June  7,  2001,  we  entered  into  an  agreement  to  acquire  Terraillon,
headquartered  in France. The purchase price is approximately $17.0 million.  In
addition,  we  will  assume  up to $4.0 million in debt. Terraillon is a leading
designer  and  manufacturer of branded consumer bathroom and kitchen scales (See
''Subsequent  Events''  for  more  information  regarding  the  Terraillon
acquisition).

     Net  Sales.  Net  sales  of  each  of  our  business segments are generated
primarily  through  sales  representatives  located  throughout  the  world.  We
recognize  sales when we ship our products, at which time title generally passes
to  the  customer.  Our  net  sales  include  adjustments  for estimated product
warranty  and  allowances  for  returns  by  our  customers.

     Historically,  we have experienced price pressures because of the effect of
the  strength  of the United States dollar on foreign sales, the introduction of
competing  products, and general pricing pressures from our customers. We expect
that we may continue to experience these price pressures.  We intend to continue
to expand our product lines with technological advances, innovative designs, and
broader  price  ranges.


                                       19
<PAGE>
     Costs  of  Sales.  Our  cost of sales consists primarily of our payments to
our  suppliers,  compensation,  payroll  taxes  and  employee  benefits  for
manufacturing  personnel,  and  purchasing  and manufacturing overhead costs. We
rely on contract manufacturers to manufacture and assemble a significant portion
of  our  consumer  finished  products.

     Gross  Profit.  Gross  profit  is  affected by many factors including sales
volume,  pricing,  product  mix,  and  cost  factors  including component costs,
materials  costs,  and  manufacturing  and  labor  costs.

     Research  and  Development.  Research  and  development  expenses  consist
primarily  of  compensation, payroll taxes and employee benefits for engineering
and  development  personnel,  consulting  expenses,  and  project materials. The
majority of our research and development relates to our Sensor business, and is,
in part, funded by customers for customer-specific applications. Customer funded
development  is  anticipated  to  continue,  but will likely vary from period to
period.  To  support our growth we expect to continue to invest significantly in
sensor product development and launch new consumer products and line extensions.
Accordingly,  research and development expenses will continue to be significant.

     Selling, General, and Administrative.  Selling, general, and administrative
expenses  consist  of  compensation,  payroll  taxes  and  employee benefits for
selling,  general, and administrative personnel, freight, commissions, sales and
marketing  efforts,  promotional  programs,  amortization  of  goodwill,  and
investment  in  our  infrastructure  in  order  to support our continued growth.

     Interest Expense, Net.  Net interest expense consists primarily of interest
expense  on  our  term  loans  and  line  of  credit.

     Income  Taxes.  The  income  tax  provision is based upon the proportion of
pretax  profit in each jurisdiction in which we operate. The income tax rates in
Hong  Kong  and China are less than the United States. Deferred income taxes are
not provided on our subsidiaries' earnings, which are expected to be reinvested.
Distribution,  in  the  form  of  dividends  or  otherwise,  would  subject  our
subsidiaries'  earnings  to United States income taxes, subject to an adjustment
for  foreign  tax  credits. Determination of the amount of unrecognized deferred
United  States  income  tax  liability  is  not  practicable  because  of  the
complexities  associated  with its hypothetical calculation. Pursuant to current
tax  policies  in  China,  our  Chinese  operations  qualify for a special state
corporate  tax rate of 15%, or 10% provided that they export a minimum of 70% of
production. However, because we have agreed to operate in China for a minimum of
ten  years,  a  full tax holiday (which expired on March 31, 1998) was available
for  two years, and a 50% tax rate reduction to 7.5% was available through March
31,  2001.

RESULTS  OF  OPERATIONS

     The following table sets forth, for the periods indicated, certain items in
our  consolidated statements  of  income  as  a  percentage  of  net  sales:


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                        2001    2000    1999
                                       ------  ------  ------
<S>                                    <C>     <C>     <C>
Net Sales
   Sensors                              47.6%   26.5%   18.9%
   Consumer products                    52.4    73.5    81.1
                                       ------  ------  ------
Total net sales                        100.0   100.0   100.0
Cost of Sales                           57.0    57.5    62.0
                                       ------  ------  ------
   Gross profit                         43.0    42.5    38.0
Operating expenses (income)
Selling, general, and administrative    28.4    26.9    26.2
Research and development                 4.9     5.7     7.8
Customer funded development             (4.0)   (2.7)   (2.9)
Interest expense, net                    2.3     0.5     0.7
                                       ------  ------  ------
   Income before income taxes           11.4    12.1     6.2
                                       ------  ------  ------
Income tax expense                       2.7     2.9     1.6
                                       ------  ------  ------
   Net Income                            8.7     9.2     4.6
                                       ======  ======  ======
</TABLE>


FISCAL  YEAR  ENDED  MARCH 31, 2001 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2000

     Net  Sales.  Net sales increased $43.1 million, or 71.8%, to $103.1 million
for  the fiscal year ended March 31, 2001 from $60.0 million for the fiscal year
ended  March  31,  2000.  We  attribute  the increase primarily to the Schaevitz
Sensors  and IC Sensors acquisitions, as well as higher United States sales from
strong  consumer  spending,  and  expansion  of product offerings. Excluding the
impact of the Schaevitz Sensors and IC Sensors acquisitions, net sales increased
26.0%  for  the  fiscal year ended March 31, 2001 as compared to the fiscal year
ended  March  31,  2000.

     Net  sales  of  our  Sensor business increased $33.2 million, or 209.0%, to
$49.1  million  for  the fiscal year ended March 31, 2001 from $15.9 million for
the  fiscal  year  ended  March  31,  2000.  This  is  primarily a result of the
Schaevitz  Sensors  and  IC  Sensors  acquisitions  and increased sales from our
existing  Sensor  business.

     Net  sales  in  the  Consumer  Products business increased $9.9 million, or
22.4%,  to  $54.0  million  for  the fiscal year ended March 31, 2001 from $44.1
million  for  the  fiscal year ended March 31, 2000.  The increase resulted from
expansion  of  European  sales,  higher United States sales from strong consumer
spending,  and  expansion  of  product  offerings.

     Gross  Profit.  Gross  profit  increased $18.8 million, or 74.0 %, to $44.3
million  for  the  fiscal  year  ended March 31, 2001 from $25.5 million for the
fiscal year ended March 31, 2000. Gross profit percentage increased to 43.0% for
the  fiscal year ended March 31, 2000 from 42.5% for the fiscal year ended March
31,  2000.  The increase in overall gross profit resulted from increased volume,
favorable  product  mix,  and  lower  manufacturing  costs, which were partially
offset  by  price  reductions,  and  higher  manufacturing costs associated with
recently  acquired  Schaevitz Sensors and IC Sensors products.  We have recently
begun  production of some of these products in our lower-cost facility in China.


                                       21
<PAGE>
     Selling,  General, and Administrative. Selling, general, and administrative
expenses increased $13.1 million, or 81.2%, to $29.2 million for the fiscal year
ended  March  31,  2001  from  $16.1 million for the fiscal year ended March 31,
2000. The increase resulted in part from the impact of the Schaevitz Sensors and
IC  Sensors  acquisitions and variable expenses associated with the higher sales
volume.

     Research  and Development. Research and development expenses increased $1.7
million, or 51.3%, to $5.1 million for the fiscal year ended March 31, 2001 from
$3.4  million  for  the  fiscal year ended March 31, 2000. The increase resulted
primarily  from  the impact of acquisitions.  During the fiscal year ended March
31,  2001,  we received $4.1 million of customer funded development, as compared
to  $1.6  million  during  the  fiscal  year  ended  March  31,  2000.

     Interest  Expense,  Net.  Net  interest  expense increased $2.3 million, or
766.6%,  to  $2.6  million during the fiscal year ended March 31, 2001 from $0.3
million  for the fiscal year ended March 31, 2000. This increase is attributable
to  debt incurred in connection with acquisitions and cash flow from operations.

     Income  Taxes. The income tax provision increased $1.1 million or 61.0%, to
$2.8  million for the fiscal year ended March 31, 2001 from $1.8 million for the
fiscal year ended March 31, 2000.  For the fiscal year ended March 31, 2001, our
effective  tax  rate  was  24.0%  as compared to 24.1% for the fiscal year ended
March  31, 2000. The foreign tax rates in effect during fiscal years ended March
31,  2001 and 2000 are lower than the United States rates. Deferred income taxes
are not provided on our subsidiaries' undistributed earnings, which approximated
$13.0  million  at  March  31,  2001,  because those earnings are expected to be
permanently  reinvested.

FISCAL  YEAR  ENDED  MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999

     Net  Sales.  Net  sales increased $22.4 million, or 59.6%, to $60.0 million
for  the fiscal year ended March 31, 2000 from $37.6 million for the fiscal year
ended  March  31,  1999.  We  attribute  the  increase in net sales primarily to
consumer  products  sales  to  United  States  direct  and  original  equipment
manufacturer  customers,  new  product  introductions,  and  expanded  European
distribution.  Excluding  the  impact  of  the  PiezoSensors  and  IC  Sensors
acquisitions,  net  sales  increased  50.2% for the year ended March 31, 2000 as
compared  to  the  year  ended  March  31,  1999.

     Net  sales  of  our  Sensor  business increased $8.8 million, or 123.9%, to
$15.9 million for the fiscal year ended March 31, 2000 from $7.1 million for the
fiscal year ended March 31, 1999. We attribute the increase to the February 2000
acquisition  of  IC  Sensors,  which contributed $2.3 million, and growth of the
microfused  product  line.

     Net  sales  in  the  Consumer Products business increased $13.6 million, or
44.6%,  to  $44.1  million  for  the fiscal year ended March 31, 2000 from $30.5
million  for  the  fiscal  year  ended  March 31, 1999.  Bathroom scale sales to
United  States  direct  and  original equipment manufacturer customers increased
41.8%,  as  compared with the fiscal year ended March 31, 1999.  The increase is
attributable  to  the  expansion  of products offered as well as strong consumer
spending.  Other  consumer  product sales increased by 50.1% for the fiscal year
ended  March  31, 2000. For the fiscal year ended March 31, 2000, European sales
were  higher due to increased distribution and improved sales volumes to Korona,
a  German  reseller  of  diversified  housewares.


                                       22
<PAGE>
     Gross  Profit.  Gross  profit  increased  $11.2 million, or 78.2%, to $25.5
million  for  the  fiscal  year  ended March 31, 2000 from $14.3 million for the
fiscal year ended March 31, 1999. Gross profit percentage increased to 42.5% for
the  fiscal year ended March 31, 2000 from 38.0% for the fiscal year ended March
31,  1999. This increase is the result primarily of increased volume, changes in
product  mix  toward  higher  margin  Sensor  products,  and  manufacturing cost
reductions.

     Selling, General, and Administrative.  Selling, general, and administrative
expenses  increased $6.3 million, or 63.8%, to $16.1 million for the fiscal year
ended March 31, 2000 from $9.8 million for the fiscal year ended March 31, 1999.
Selling,  general, and administrative expenses increased due to the PiezoSensors
acquisition,  increased  United  States  sales  that  carry  higher  freight and
commission costs, expansion of the sales and marketing group, and investments in
infrastructure  (both  personnel  and information technology related) to support
the continued growth. The fiscal year ended March 31, 2000 selling, general, and
administrative  expense  includes  the  impact  of  the  IC Sensors acquisition.

     Research  and Development. Research and development expenses increased $0.4
million, or 13.8%, to $3.4 million for the fiscal year ended March 31, 2000 from
$2.9  million  for  the fiscal year ended March 31, 1999. During the fiscal year
ended  March  31, 2000, we received $1.6 million of customer funded development,
as  compared  to  $1.1 million during the fiscal year ended March 31, 1999.  The
increase  in  customer  funded development for both the fiscal years ended March
31,  2000  and 1999 more than offset the additional expenses associated with the
IC  Sensors  and  PiezoSensors  acquisitions  and automotive related development
projects.

     Interest  Expense,  Net.  Net  interest  expense remained substantially the
same  during  the  fiscal  years  ended  March  31,  2000  and  1999.

     Income  Taxes.  The income tax provision increased $1.2 million, or 195.3%,
to  $1.8  million for the fiscal year ended March 31, 2000 from $0.6 million for
the fiscal year ended March 31, 1999.  For the fiscal year ended March 31, 2000,
our  effective tax rate was 24.1% as compared to 25.6% for the fiscal year ended
March  31, 1999. The foreign tax rates in effect during fiscal years ended March
31,  2000 and 1999 are lower than the United States rates. Deferred income taxes
are not provided on our subsidiaries' undistributed earnings, which approximated
$6.6  million  at  March  31,  2000,  because  those earnings are expected to be
permanently  reinvested.

FISCAL  YEAR  ENDED  MARCH 31, 1999 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1998

     Net Sales. Net sales increased $8.3 million, or 28.3%, to $37.6 million for
the  fiscal  year  ended  March  31, 1999 from $29.3 million for the fiscal year
ended  March  31,  1998. We primarily attribute the increase in net sales to the
PiezoSensors acquisition and expansion of consumer product offerings.  Excluding
the  PiezoSensors  acquisition,  net  sales  increased 11.6% for the fiscal year
ended  March  31,  1999  as  compared  to  the fiscal year ended March 31, 1998.

     Net  sales  of our Sensor business increased $4.8 million or 208.7% to $7.1
million,  for  the  fiscal  year  ended March 31, 1999 from $2.3 million for the
fiscal  year ended March 31, 1998.  We primarily attribute the increase in sales
to  the  acquisition  of  PiezoSensors  in  August  1998.


                                       23
<PAGE>
     Net  sales  in  the  Consumer  Products business increased $3.5 million, or
13.0%,  for  the  fiscal  year  ended March 31, 1999 to $30.5 million from $27.0
million  for the fiscal year ended March 31, 1998.  The increase is attributable
to  expansion  of  product offerings as well as strong consumer spending.  Other
than bathroom scales, consumer product sales for the fiscal year ended March 31,
1999  increased  23.3%  due  in  part  to  strong  promotions in food scales and
large-scale  distribution  of low priced postal scales. European sales were flat
due  to the impact of changes in the buying pattern of Korona, a German reseller
of  diversified  housewares,  and  increased competition in the European market.
However,  these effects were partially offset by our expansion in other parts of
Europe.

     Gross  Profit.  Gross  profit  increased  $4.7  million, or 49.0%, to $14.3
million  for  the  fiscal  year  ended  March 31, 1999 from $9.6 million for the
fiscal year ended March 31, 1998. The gross profit percentage increased to 38.0%
for  the  fiscal  year ended March 31, 1999 from 32.8% for the fiscal year ended
March  31,  1998.  These  changes  in  1999 were effected primarily by increased
volume,  changes  in  product mix toward higher margin Sensor business products,
and  manufacturing  cost  reductions.

     Selling,  General, and Administrative. Selling, general, and administrative
expenses  increased  $3.1 million, or 46.3%, for the fiscal year ended March 31,
1999 to $9.8 million from $6.7 million for the fiscal year ended March 31, 1998.
The  increase  is  due  to the PiezoSensors acquisition, increased United States
sales  that  carry  higher  freight  and commissions, expansion of the sales and
marketing  group,  and  investments  in  infrastructure  in order to support the
continued  growth.

     Research  and Development. Research and development expenses increased $0.9
million, or 45.0%, to $2.9 million for the fiscal year ended March 31, 1999 from
$2.0  million  for  the fiscal year ended March 31, 1998. During the fiscal year
ended  March  31, 1999, we received $1.1 million of customer funded development,
as  compared  to  $15,000  during  the  fiscal  year  ended March 31, 1998.  The
increase  in  expenses  excluding  customer  funding  is  primarily  due  to the
PiezoSensors  acquisition,  partially  offset  by  additional  design work being
performed  in  our  lower cost China facility.  The increase in customer funding
for  1999  more  than  offset  the  additional  expenses  associated  with  the
PiezoSensors  acquisition  and  automotive  related  development  projects.

     Interest  Expense,  Net. Net interest expense increased to $0.3 million for
the  fiscal  year  ended  March  31, 1999 from $80,000 for the fiscal year ended
March  31,  1998  due  to  interest  costs on increased borrowing on our line of
credit.

     Income  Taxes.  The  income  tax  provision  increased $0.5 million to $0.6
million  for  the  fiscal  year  ended  March 31, 1999 from $0.1 million for the
fiscal  year ended March 31, 1998. For the fiscal year ended March 31, 1999, our
effective  tax  rate  was  25.6%,  which  is  lower  than  the federal and state
statutory rates of approximately 40% due primarily to lower tax rates on foreign
earnings.  For  the fiscal year ended March 31, 1998, our effective tax rate was
11.6%, primarily as a result of lower tax rates on foreign earnings as well as a
$0.1  million  reduction  in  the  valuation  reserve related to the alternative
minimum tax credit carryforward. The effective tax rate increased for the fiscal
year  ended  March  31,  1999  as  a  result  of  higher  domestic  earnings.


                                       24
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  net working capital was approximately $23.6 million at March 31, 2001,
compared  to  approximately  $6.0  million  at  March  31, 2000. Our net working
capital  was  higher  primarily due to increases in our inventory resulting from
acquisitions,  higher  sales, increases to support moving selected manufacturing
to China, and lower than forecast sales of our Park-Zone product line.  At March
31,  2001,  our  current  ratio  was 1.9 compared to 1.4 at March 31, 2000. Cash
decreased  to  $0.6 million at March 31, 2001, compared to $1.9 million at March
31,  2000.  Operating  activities  for  the  year ended March 31, 2001 used $4.8
million  of  cash,  primarily  to  finance  increased  accounts  receivable  and
inventory.  Investing  activities  for  the year ended March 31, 2001 used $23.6
million  to  fund  capital  expenditures  and the Schaevitz Sensors acquisition.
Financing  activities  for the year ended March 31, 2001 provided $27.1 million,
primarily  due  to  increased  borrowings.

     Capital  expenditures  for the year ended March 31, 2001 were $5.7 million,
consisting  mainly  of  computer  equipment  and  related  software,  production
equipment, and tooling. At March 31, 2001, there were no significant commitments
for  capital  expenditures.  We  continue  to  finance  our  capital expenditure
requirements  with  internally  generated  cash  flow  and  our revolving credit
facility.

     At  March 31, 2001, there was an outstanding balance of approximately $14.7
million  under  our  line  of  credit. Our line of credit provides for a maximum
amount  available  of  $17.0  million,  of  which $10.0 million is available for
general  corporate  purposes  and  $7.0  million  is  available only for working
capital  purposes.  Up to $3.5 million of the credit facility may be denominated
in  British  pounds.  As of March 31, 2001, the entire amount of this portion of
the  facility  was  utilized.  Borrowings  are  limited  to  the sum of eligible
accounts  receivable and inventories and are collateralized by a senior security
interest  in  substantially all our assets. The line of credit expires August 7,
2002.  Borrowings  bear  interest at a maximum of the lesser of the bank's prime
rate plus 1.0% or the LIBOR rate plus 2.75%. Should we achieve certain financial
ratios, the lowest rate becomes the lesser of the bank's prime rate plus 0.5% or
a  LIBOR  rate  plus  2.25%.  The  line  of  credit requires annual payment of a
commitment  fee  equal  to  0.375%  of  the  unutilized  available  balance.
Additionally, we are required to maintain minimum profitability ratios, to limit
capital  expenditures and advances to subsidiaries, and we must seek the consent
of  the  bank  for  the  payment  of  dividends  and to complete acquisitions or
divestitures.

     In  connection  with  the  acquisition  of Schaevitz Sensors, we repaid the
outstanding  balance  of  a  previous term loan and entered into a $25.0 million
term  loan.  As of March 31, 2001, there was $22.0 million outstanding under the
term loan.  The term loan bears interest at the LIBOR rate plus 3.25%.  The term
loan requires quarterly repayments of principal and interest of $4.0 million per
annum  through  2006 and $2.0 million in 2007. Additional principal payments are
required  if  our  cash  flow  exceeds  certain  levels.  The  term  loan  is
collateralized by a senior security interest in substantially all of our assets.
Additionally, we are required to maintain minimum profitability ratios, to limit
our  capital  expenditures  and  advances  to subsidiaries, and we must seek the
consent of our bank for the payment of dividends and to complete acquisitions or
divestitures.  Further  expansion  of  our  financing  requirements is likely to
require  additional  resources. We believe that suitable resources for expansion
of  our  financing  requirements  will  be available, though no assurance can be
given.

     We  have  not  declared  cash  dividends  on  our common equity. Management
expects  that  earnings that may be generated from our near-term operations will
be  substantially  reinvested  and,  accordingly,  dividends will not be paid to


                                       25
<PAGE>
common shareholders in the short term. Additionally, the payment of dividends is
subject  to  the  consent  of  the  bank  with  which we have a revolving credit
agreement.

     At  present,  there are no material restrictions on the ability of our Hong
Kong  subsidiary  or  English  subsidiary to transfer funds to us in the form of
cash  dividends,  loans,  advances,  or  purchases  of  materials,  products, or
services. Distribution and repatriation of dividends by our China subsidiary are
restricted  by  Chinese  laws  and  regulations,  including  currency  exchange
controls.

     We  believe  that  cash and cash equivalents, net proceeds from our pending
public  offering of common stock, and anticipated cash flow from operations will
be  sufficient to fund our working capital and capital expenditures requirements
for  at  least  the  next  twelve  months.  Thereafter,  if  cash generated from
operations  is  insufficient  to satisfy liquidity needs, we might need to raise
additional  funds through a public or private financing, strategic relationship,
or  other arrangements. We cannot assure you that additional funding, if needed,
will  be  available  to  us  or  will  be available on terms that we believe are
attractive. If we fail to raise capital when needed, it could harm our business.
If  we  raise  additional  funds  through the issuance of equity securities, the
percentage  ownership  of  our  shareholders  would  be  reduced.

     We  believe  that  inflation has not had a material effect on our business.
We  compete  on  the basis of product design, features, and value.  Accordingly,
our  revenues  generally  have  kept  pace  with inflation, notwithstanding that
inflation  in  the  countries  where  our  subsidiaries  are  located  has  been
consistently  higher  than inflation in the United States.  We have ongoing cost
reduction  programs,  resulting  in  improved competitiveness and gross margins.
Increases  in  labor  costs  have  not  had a significant impact on our business
because  most  of  our  employees are in China, where prevailing labor costs are
low.  Additionally,  we  believe  that  while  we  have  not  experienced  any
significant increases in materials costs such increases are likely to affect the
entire electronics industry and, accordingly, may not have a significant adverse
effect  on  our  competitive  position.

SUBSEQUENT  EVENTS

     On  March  29,  2001, we filed a registration statement with the Securities
and Exchange Commission to issue 1,750,000 shares of common stock.  We intend to
utilize  a  portion  of  the  proceeds  of  the  offering  to  fund the proposed
acquisition  discussed  below.

     On  June 7, 2001, we signed an agreement to purchase all of the outstanding
shares  of  Terraillon Holdings Limited, "Terraillon" a European manufacturer of
branded  consumer  bathroom  and  kitchen  scales.  We will pay a total of $17.0
million  to  acquire Terraillon. The purchase price will be paid as follows: (i)
$4.96  million  in  cash  and  (ii)  390,494  in  shares of our common stock. In
addition,  we  will  pay the majority stockholder of Terraillon $5.24 million to
forgive  an equal amount of indebtedness owed to it by Terraillon. Additionally,
the  Company  will  assume  up to $4.0 million of Terraillon debt. The number of
shares  of our common stock to be issued at the closing was calculated using 95%
of  the  average  closing price of our common stock for the thirty trading dates
prior  to and including April 30, 2001, for an agreed value of $6.8 million. The
closing  of  this acquisition is subject to the fulfillment of customary closing
conditions including: (i) receipt of regulatory approval from the Irish Minister
for  Enterprise,  Trade  and  Employment,  (ii)  receipt of approval by our bank
lenders,  and (iii) our obtaining adequate financing. We intend to use a portion
of  the  proceeds of the public offering of common stock described above to fund
the  cash  payments  described  above. We cannot give you any assurance that the


                                       26
<PAGE>
contingencies  related  to  our acquisition of Terraillon will be satisfied in a
timely  manner, or at all.  Any party may terminate the acquisition agreement if
the  closing  has  not occurred on or before the close of business in Ireland on
July  5,  2001.

NEW  ACCOUNTING  STANDARDS

     In  June 1998, the Financial Accounting Standards Board (the "FASB") issued
SFAS  No.  133,  "Accounting  for Derivative Instruments and Hedging Activities"
(''SFAS  133'').  SFAS  133,  as  amended  by  SFAS No. 137 and SFAS No. 138, is
effective  for  fiscal years beginning after June 15, 2000. SFAS 133 establishes
accounting and reporting standards requiring that every derivative instrument be
recorded  in  the  balance sheet as either an asset or liability measured at its
fair  value.  SFAS  133  requires  that  changes in a derivative's fair value be
recognized  currently  in earnings unless specific hedge accounting criteria are
met.  Special  accounting  for qualifying hedges allows a derivative's gains and
losses  to  offset  related  results on the hedged item in the income statement.

     We adopted SFAS 133 as of April 1, 2001. Accounting for interest rate swaps
held  by  us  will  be affected by implementation of this standard. The earnings
impact  of  the  transition  adjustments  related to the initial adoption of the
standard  will  not  be  material.

     In  December  1999,  the  staff  of  the Securities and Exchange Commission
issued  Staff  Accounting  Bulletin  101,  ''Revenue  Recognition,''  to provide
guidance  on  the  recognition,  presentation,  and  disclosure  of  revenue  in
financial  statements.  Our  policies on revenue recognition are consistent with
this  bulletin.

     In  March  2000,  the Financial Accounting Standards Board issued Financial
Interpretation  No. 44 (FIN 44), ''Accounting for Certain Transactions Involving
Stock  Compensations  - and Interpretation of APB No. 25.'' FIN 44 clarifies the
application  of  APB  25  for certain issues including: (a) the definition of an
employee  for  purposes of applying APB No. 25, (b) the criteria for determining
whether  a  plan  qualifies as a noncompensatory plan, (c) the definition of the
date  of granting employee stock options, and (d) the accounting consequences of
various  modifications to the terms of a previously fixed stock option or award.
FIN  44  became effective July 1, 2000, except for the provisions that relate to
modifications  that directly or indirectly reduce the exercise price of an award
and  the  definition  of  an employee, which became effective after December 15,
1998.  We  adopted  in  the accompanying financial statements the provisions for
the  definition  of  the  grant  date  for  options  whose  grant was subject to
shareholder  approval.  The  adoption  of  FIN  44 had no material impact on the
accompanying  financial  statements.


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK


QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     We  are  exposed  to  a certain level of foreign currency exchange risk and
interest  rate  risk.


                                       27
<PAGE>
FOREIGN  CURRENCY  RISK

     The  majority  of  our  net  sales are priced in United States dollars. Our
costs  and  expenses  are  priced  in  United States dollars, Hong Kong dollars,
Chinese  renminbi,  and British pounds.  Accordingly, the competitiveness of our
products  relative to products produced domestically (in foreign markets) may be
affected  by  the  performance of the United States dollar compared with that of
its  foreign  customers' currencies. Additionally, we are exposed to the risk of
foreign  currency  transaction  and  translation  losses which might result from
adverse  fluctuations  in  the  values  of  the  Hong  Kong  dollar, the Chinese
renminbi,  and  the British pound.  These factors will similarly apply following
our  planned  acquisition  of Terraillon, which derives a significant portion of
its  net  sales  in  French francs. At March 31, 2001, we had net liabilities of
$4.4  million  subject to fluctuations in the value of the Hong Kong dollar, and
net  assets  of $8.4 million subject to fluctuations in the value of the British
pound,  and  net assets of $12.6 million subject to fluctuations in the value of
the  Chinese  renminbi.

     Fluctuations in the value of the Hong Kong dollar have not been significant
since October 17, 1983, when the Hong Kong government tied the value of the Hong
Kong  dollar  to  that  of  the  United  States dollar. However, there can be no
assurance  that  the  value  of the Hong Kong dollar will continue to be tied to
that  of  the United States dollar.  China adopted a floating currency system on
January  1,  1994,  unifying  the market and official rates of foreign exchange.
China approved current account convertibility of the Chinese renminbi on July 1,
1996,  followed  by  formal  acceptance  of  the  International  Monetary Fund's
Articles  of  Agreement  on  December 1, 1996.  These regulations eliminated the
requirement  for  prior government approval to buy foreign exchange for ordinary
trade  transactions,  though  approval is still required to repatriate equity or
debt,  including  interest  thereon.  There  can  be  no  assurance  that  these
currencies  will  remain  stable  or  will  fluctuate  to  our  benefit.

     To  manage  our  exposure to foreign currency and translation risks, we may
purchase  currency  exchange  forward  contracts,  currency  options,  or  other
derivative  instruments,  provided  such instruments may be obtained at suitable
prices.  However,  to  date  we  have  not  done  so.

INTEREST  RATE  RISK

     We have entered into a $25.0 million term loan, which bears interest at the
LIBOR  rate  plus  3.25%  (8.13%  as of March 31, 2001). Such term loan requires
quarterly  repayments  of  $1.0  million  on  an  annual  basis,  through  2006.

     As  a  hedge  of  our  interest rate risk associated with the term loan, we
entered a rate swap transaction with our lender through June 1, 2004. Additional
payments  required pursuant to the swap transaction were $0.2 million for fiscal
year  ended  March 31, 2001. The swap transaction has an initial notional amount
of  $14.0  million with an effective fixed rate of 10.23%. As of March 31, 2001,
$22.0  million  was  outstanding  under  this  term  loan.

     Our  bank  line  of credit provides for a maximum amount available of $17.0
million  until  the  agreement's  expiration  on August 7, 2002. Borrowings bear
interest  at  a  maximum of the lesser of the bank's prime rate plus 1.0% or the
LIBOR  rate  plus  2.75% (7.33% as of March 31, 2001). Should we achieve certain
financial  ratios,  the  lowest rate becomes the lesser of the bank's prime rate
plus 0.5% or the LIBOR rate plus 2.25%. At the March 31, 2001, $14.7 million was
outstanding under the bank line of credit. We have not entered into any interest
rate  risk  management  agreements  related  to  such  bank  line  of  credit.


                                       28
<PAGE>
     The  table  below  provides  information  about  our  derivative  financial
instruments  and  other  financial  instruments that are sensitive to changes in
interest  rates,  including  interest  rate  swaps  and long-term debt. For debt
obligations,  the  table  presents principal cash flows and the related weighted
average  interest  rates  (experienced  during the year ended March 31, 2001) by
maturity date.  For interest rate swaps, the table presents notional amounts and
weighted  average  interest  rates  by  expected (contractual) maturity dates at
March  31,  2001.

<TABLE>
<CAPTION>
                                                March 31,
                           ----------------------------------------------------
                                          Expected Maturity Date
                            2002     2003     2004     2005     2006     2007
                           -------  -------  -------  -------  -------  -------
<S>                        <C>      <C>      <C>      <C>      <C>      <C>
Long-term debt:            $4,000   $4,000   $4,000   $4,000   $4,000   $2,000
    Variable Rate            8.47%    7.24%    7.72%    8.05%    8.36%    8.56%
    Average interest rate    9.00%    7.60%    7.56%    7.94%    8.27%    8.53%
Interest Rate Swaps:
Notional principal amount  $7,000   $5,000   $3,000   $    0
    Variable Rate           10.23%   10.23%   10.23%   10.23%
    Average Interest Rate    9.00%    7.60%    7.56%    7.94%
</TABLE>

ITEM  8.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  financial  statements and supplementary data, together with the report
thereon  by  our  Independent  Certified Public Accountants, are listed below in
Item  14.  Exhibits,  Financial  Statement  schedules  and  Reports on Form 8-K.

ITEM  9.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     We engaged Arthur Andersen LLP as its new independent accountants effective
September  18,  2000.  During  the  two  most  recent  fiscal  years and through
September  18,  2000,  we have not consulted with Arthur Andersen LLP concerning
the our financial statements, including the application of accounting principles
to  a  specific transaction (proposed or completed) or the type of audit opinion
that might be rendered on our financial statements or any matter that was wither
the subject of a "disagreement" or "reportable event" (as such terms are defined
in  Item  304  of  Regulation  S-K)  with  the previous independent accountants.

PART  III

ITEM  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The information required by this item is incorporated by reference from the
information  under  the  caption  "Management" contained in our definitive Proxy
Statement which will be filed on or before July 29, 2001 with the Securities and
Exchange  Commission  in  connection  with  Registrant's  2001 annual meeting of
stockholders.


                                       29
<PAGE>
ITEM  11.    EXECUTIVE  COMPENSATION

     The information required by this item is incorporated by reference from the
information  under  the  caption  "Executive  Compensation"  contained  in  our
definitive  Proxy  Statement which will be filed on or before July 29, 2001 with
the  Securities  and  Exchange  Commission  in connection with Registrant's 2001
annual  meeting  of  stockholders.

ITEM  12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from the
information  under  the caption "Security Ownership of Certain Beneficial Owners
and  Management" contained in our definitive Proxy Statement which will be filed
on  or  before  July  29,  2001  with  the Securities and Exchange Commission in
connection  with  Registrant's  2001  annual  meeting  of  stockholders.

ITEM  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The information required by this item is incorporated by reference from the
information  under  the caption "Certain Relationships and Related Transactions"
contained  in  our  definitive  Proxy Statement which will be filed on or before
August  17,  2001 with the Securities and Exchange Commission in connection with
Registrant's  2001  annual  meeting  of  stockholders.

PART  IV

ITEM  14.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES, AND REPORTS ON FORM 8-K

     The  following  financial  statements and schedules are filed at the end of
this  report,  beginning  on  page  F-l.

     Other  schedules  are  omitted  because  they  are  not required or are not
applicable  or  the  required information is shown in the consolidated financial
statements  or  notes  thereto.

                                                                    Pages
                                                                    -----
Report  of Independent Certified Public Accountants                  F-1 to F-2

Consolidated  Statements  of  Income  for  the  Years  Ended
     March  31,  2001,  2000,  and 1999                              F-3

Consolidated  Balance  Sheets  as  of  March  31,  2001  and  2000
                                                                     F-4 to F-5

Consolidated Statements of Shareholders' Equity for the Years Ended
     March  31,  2001,  2000  and  1999                              F-6

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
     March  31,  2001,  2000  and  1999                              F-7

Notes to Consolidated Financial Statements                           F-8 to F-24

Schedule II - Valuation and Qualifying Accounts, for the Years Ended
     March  31,  2001,  2000  and  1999                             S-1


                                       30
<PAGE>
<TABLE>
<CAPTION>
Exhibits


Exhibit Number                                  Description
--------------                                  -----------
<S>             <C>

3.1  #          Second  Restated  Certificate  of Incorporation of Measurement
                Specialties,  Inc.
3.2             Bylaws of Measurement Specialties, Inc.
4.1 ##          Specimen Certificate for shares of common stock of Measurement Specialties, Inc.
10.1 #          Supply and Distribution Agreement dated September 26, 1997 between Korona
                GmbH & Co. KG and Measurement Specialties, Inc.
10.2 ###        Product Line Acquisition Agreement dated January 5, 2000 between Exeter
                Technologies, Inc., Dr. Michael Yaron and Measurement Specialties, Inc.
10.3 *          Stock Purchase Agreement dated February 11, 2000 between PerkinElmer, Inc. and
                Measurement Specialties, Inc.
10.4 **         Purchase Agreement dated August 4, 2000 between TRW Sensors & Components,
                Inc. and Measurement Specialties, Inc.
10.5 ***        Asset Purchase Agreement dated August 14, 1998 between AMP Incorporated, The
                Whitaker Corporation and Measurement Specialties, Inc.
10.6 ##         Measurement Specialties, Inc. 1995 Stock Option Plan
10.7 +          Measurement Specialties, Inc. 1998 Stock Option Plan
10.8 ##         Lease dated December 30, 1999 between Hollywood Place Company Limited and
                Measurement Limited for property in Kowloon, Hong Kong
10.9 ##         Lease dated September 14, 1977 between Schaevitz E.M. Limited and Slough
                Trading Estate Limited for property in Slough, England
10.10 ##        Deed of Variation dated July 14, 1992 of Lease between Slough Trading Estate
                Limited and Lucas Schaevitz Limited
10.11 ##        Assignment dated August 4, 2000 of Lease from Lucas Schaevitz Limited to
                Measurement Specialties (England) Limited
10.12 ##        Licence to Assign dated August 4, 2000 between Slough Trading Estate Limited,
                Lucas Schaevitz Limited, Measurement Specialties (England) Limited and
                Measurement Specialties, Inc. for property in Slough, England
10.13 ##        Lease dated May 5, 1994 between Transcube Associates and Measurement
                Specialties, Inc. for property in Fairfield, New Jersey
10.14 ##        First Amendment dated February 24, 1997 to Lease between Transcube Associates
                and Measurement Specialties, Inc.
10.15 ##        Second Amendment dated July 10, 2000 to Lease between Transcube Associates and
                Measurement Specialties, Inc.
10.16 ##        First Amendment dated February 1, 2001 to Lease between Kelsey-Hayes Company
                and Measurement Specialties, Inc.
10.17           Lease Agreement and all amendments for property in Valley Forge, Pennsylvania
10.18           Lease Agreement and all amendments for property in Milpitas, California
10.19           Lease Agreements for property in Shenzhen, China
10.20           Lease dated August 4, 2000 between Kelsey-Hayes Company and Measurement
                Specialties, Inc. for property in Hampton, Virginia
10.21           Letter of Intent dated March 23, 2001 between Terraillon Holdings Limited and
                Measurement Specialties, Inc.
10.22           Amended and Restated Revolving Credit, Term Loan and Security Agreement dated
                as of February 28, 2001 among Measurement Specialties, Inc., Measurement UK
                Limited, Summit Bank, The Chase Manhattan Bank and First Union as agent and all
                amendments.
10.23           Agreement for the Purchase of the Share Capital of Terraillon Holdings Limited,


                                       31
<PAGE>
                dated 7 June 2001, among Hibernia Development Capital Partners I ilp, Hibernia
                Development Capital Partners II ilp, Fergal Mulchrone and Chris Duggan and
                Andrew Gleeson and Measurement Specialties, Inc.
21.1 ##         Subsidiaries

_______________________
<FN>
#     Previously filed with the Securities and Exchange Commission as an Exhibit
to  the Quarterly Report on Form 10-Q filed on February 3, 1998 and incorporated
herein  by  reference.

##    Previously  filed  with  the  Securities  and  Exchange  Commission  as an
Exhibit  to  the  Registration  Statement  on  Form  S-1  on  March 29, 2001 and
incorporated  herein  by  reference.

###   Previously  filed  with  the  Securities  and  Exchange Commission  as  an
Exhibit  to  the  Quarterly  Report  on  Form  10-Q  on  February  14,  2000 and
incorporated  herein  by  reference.

*     Previously filed with the Securities and Exchange Commission as an Exhibit
to  the  Current  Report  on  Form  8-K  filed  on  March  1,  2000.

**    Previously  filed  with  the  Securities  and  Exchange  Commission as  an
Exhibit  to  the  Current  Report  of  Form  8-K  on  August  22,  2000.

***   Previously  filed  with  the  Securities  and  Exchange Commission  as  an
Exhibit  to  the  Current  Report  on  Form  8-K/A  filed  on  August  27, 1998.

+     Previously filed with the Securities and Exchange Commission as an Exhibit
to  the  Proxy  Statement for the Annual Meeting of Shareholders filed on August
18,  1998.
</TABLE>

Reports  on  Form  8-K

During  the  three  months ended March 31, 2001, we did not file reports on Form
8-K.

The  SEC  maintains a site on the world wide web, at <http://www.sec.gov>, which
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  which  file electronically with the SEC, pursuant to its
Electronic  Data  Gathering  and  Retrieval  ("EDGAR")  program.  EDGAR  filings
generally  are made available within 24 hours of filing.  Our electronic filings
may  be  found  at  <http://www.sec.gov/cgi-bin/srch-edgar?0000778734>.


                                       32
<PAGE>
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 its
behalf  by  the  undersigned,  thereunto  duly  authorized.

MEASUREMENT  SPECIALTIES,  INC.


By:     /s/  Joseph  R.  Mallon, Jr.                              July    , 2001
        Joseph  R.  Mallon,  Jr.
        Chief  Executive  Officer  and  Chairman
        of  the  Board  of  Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.

/s/  Joseph  R.  Mallon,  Jr.                                   July   ,  2001
Joseph R. Mallon, Jr., principal executive officer


/s/  Kirk  J.  Dischino                                         July   ,  2001
Kirk J. Dischino, principal financial and accounting officer

A  majority  of  the  Board  of  Directors:

     /s/  Joseph  R.  Mallon,  Jr.                              July   ,  2001
     Joseph  R.  Mallon,  Jr.,  Chairman

     /s/  John  D.  Arnold                                      July   ,  2001
     John  D.  Arnold,  Director

     /s/  Theodore  J.  Coburn                                  July   ,  2001
     Theodore  J.  Coburn,  Director

     /s/  Damon  Germanton                                      July   ,  2001
     Damon  Germanton,  Director

     /s/  Steven  P.  Petrucelli                                July   ,  2001
     Steven  P.  Petrucelli,  Director

     /s/  Dan  J.  Samuel                                       July   ,  2001
     The  Hon.  Dan  J.  Samuel,  Director


                                       33
<PAGE>
REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS

To  the  Board  of  Directors  and  Shareholders  of
     Measurement  Specialties,  Inc:

We  have  audited  the  accompanying  consolidated  balance sheet of Measurement
Specialties,  Inc.  (a  New Jersey corporation) and subsidiaries as of March 31,
2001,  and  the  related consolidated statements of income, shareholders' equity
and  cash  flows  for  the  year  then ended. These financial statements and the
schedule  referred  to below are the responsibility of the Company's management.
Our  responsibility  is  to express an opinion on these financial statements and
schedule  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our  opinion, the financial statements referred to above, appearing on pages
F-3  to  F-24  of  this Form 10-K, present fairly, in all material respects, the
financial position of Measurement Specialties, Inc. and subsidiaries as of March
31,  2001, and the results of their operations and their cash flows for the year
then  ended,  in conformity with accounting principles generally accepted in the
United  States.

Our  audit was made for the purpose of forming an opinion on the basic financial
statements  taken  as  a whole.  The schedule appearing on page S-1 of this Form
10-K  is  presented  for  purposes of complying with the Securities and Exchange
Commission's  rules  and  is  not  part of the basic financial statements.  This
schedule,  for the year ended March 31, 2001, has been subjected to the auditing
procedures  applied  in  our audit of the basic financial statements and, in our
opinion,  fairly states, in all material respects the financial data required to
be  set  forth  therein in relation to the basic financial statements taken as a
whole.

ARTHUR  ANDERSEN  LLP

Roseland,  New  Jersey
June  4,  2001


                                      F-1
<PAGE>
REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS

To  the  Board  of  Directors  and  Shareholders  of
  Measurement  Specialties,  Inc:

We  have  audited  the  accompanying  consolidated  balance sheet of Measurement
Specialties,  Inc.  and  subsidiaries  as  of  March  31,  2000, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the two years in the period ended March 31, 2000.  These financial statements
are  the  responsibility  of  the Company's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
Measurement  Specialties,  Inc.  and  subsidiaries as of March 31, 2000, and the
consolidated  results  of their operations and their consolidated cash flows for
each  of  the  two  years in the period ended March 31, 2000, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

We have also audited the schedule appearing on page S-1 for the two years in the
period  ended  March 31, 2000. In our opinion, this schedule presents fairly, in
all  material  respects,  the  information  required  to  be  set forth therein.

GRANT  THORNTON  LLP

Edison,  New  Jersey
May  25,  2000


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                 MEASUREMENT SPECIALTIES, INC.
                               CONSOLIDATED STATEMENTS OF INCOME


                                                                 FOR THE YEAR ENDED MARCH 31,
                                                                 -----------------------------
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)                          2001       2000      1999
---------------------------------------------------------------  ---------  --------  --------
<S>                                                              <C>        <C>       <C>
Net sales                                                        $103,095   $59,997   $37,596
Cost of goods sold                                                 58,782    34,524    23,304
                                                                 ---------  --------  --------
  Gross profit                                                     44,313    25,473    14,292
                                                                 ---------  --------  --------

Operating expenses (income):
  Selling, general and administrative                              29,232    16,132     9,846
  Research and development                                          5,082     3,360     2,927
  Customer funded development                                      (4,132)   (1,611)   (1,105)
                                                                 ---------  --------  --------
    Total operating expenses                                       30,182    17,881    11,668
                                                                 ---------  --------  --------

  Operating income                                                 14,131     7,592     2,624

  Interest expense, net of interest income of $20, $99 and $25
    in 2001, 2000, and 1999, respectively                           2,634       287       251
  Other (income) expense                                             (293)       17        49
                                                                 ---------  --------  --------

Income before income taxes                                         11,790     7,288     2,324
Income tax expense                                                  2,829     1,757       595
                                                                 ---------  --------  --------
Net income                                                       $  8,961   $ 5,531   $ 1,729
                                                                 =========  ========  ========
Earnings per common share
  Basic                                                          $   1.10   $  0.73   $  0.24
                                                                 =========  ========  ========
  Diluted                                                        $   0.99   $  0.64   $  0.23
                                                                 =========  ========  ========

Weighted average number of common and common equivalent
shares outstanding:
  Basic                                                             8,144     7,612     7,202
                                                                 =========  ========  ========
  Diluted                                                           9,045     8,696     7,476
                                                                 =========  ========  ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            MEASUREMENT SPECIALTIES, INC.
                             CONSOLIDATED BALANCE SHEETS


                                                               MARCH 31,    MARCH 31,
($ IN THOUSANDS EXCEPT SHARE AMOUNTS)                             2001        2000
-------------------------------------------------------------  ----------  ----------
<S>                                                            <C>         <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                    $      593  $    1,882
  Accounts receivable, trade, net of allowance for doubtful
    accounts of $833 in 2001 and $318 in 2000                      14,935       8,181
  Inventories                                                      31,868       9,136
  Deferred income taxes                                             2,180       1,084
  Prepaid expenses and other current assets                         1,137         647
                                                               ----------  ----------
    Total current assets                                           50,713      20,930
                                                               ----------  ----------

PROPERTY AND EQUIPMENT, NET                                        17,069       9,755
                                                               ----------  ----------

OTHER ASSETS:
 Goodwill, net of accumulated amortization of
 $973 in 2001 and $265 in 2000                                     12,606       5,553
 Other intangible assets, net of accumulated amortization of
 $178 in 2001 and $36 in 2000                                       1,089         741
 Deferred income taxes                                              2,055       2,153
 Other assets                                                       2,805         479
                                                               ----------  ----------
                                                                   18,555       8,926
                                                               ----------  ----------
Total Assets                                                   $   86,337  $   39,611
                                                               ==========  ==========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                  MEASUREMENT SPECIALTIES, INC.
                                   CONSOLIDATED BALANCE SHEETS


                                                                         MARCH 31,    MARCH 31,
($ IN THOUSANDS EXCEPT SHARE AMOUNTS)                                      2001         2000
----------------------------------------------------------------------  -----------  -----------
<S>                                                                     <C>          <C>
LIABILITIES  AND  SHAREHOLDERS'  EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                                     $    4,000   $    1,000
  Accounts payable                                                          13,713        6,827
  Income taxes payable                                                       2,103          621
  Accrued compensation                                                       2,579        1,654
  Accrued acquisition costs                                                    604        1,205
  Accrued expenses and other current liabilities                             4,118        3,600
                                                                        -----------  -----------
    Total current liabilities                                               27,117       14,907
                                                                        -----------  -----------
OTHER LIABILITIES:
  Long-term debt, net of current portion                                    32,736        9,000
  Other liabilities                                                          1,003          897
                                                                        -----------  -----------
                                                                            33,739        9,897
                                                                        -----------  -----------
    Total liabilities                                                       60,856       24,804
                                                                        -----------  -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
  Serial preferred stock; 221,756 shares authorized; none outstanding
  Common stock, no par value; 20,000,000 shares authorized;
   8,333,340 and 7,979,840 shares issued and outstanding in 2001
   and 2000, respectively                                                    5,502        5,502
  Additional paid-in capital                                                 3,769        2,042
  Retained earnings                                                         16,225        7,264
  Accumulated other comprehensive loss                                         (15)          (1)
                                                                        -----------  -----------
           Total shareholders' equity                                       25,481       14,807
                                                                        -----------  -----------
Total Liabilities and Shareholder's Equity                              $   86,337   $   39,611
                                                                        ===========  ===========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                                  MEASUREMENT SPECIALTIES, INC.
                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                          For the years ended March 31, 2001, 2000 and 1999
                                          -------------------------------------------------


                                                                                         Accumulated
                                                                 Additional                 Other
                                                        Common    paid-in    Retained    Comprehensive             Comprehensive
($IN THOUSANDS EXCEPT SHARE AMOUNTS)                     stock    capital    Earnings        Loss        Total        Income
------------------------------------------------------  -------  ----------  ---------  --------------  --------  --------------
<S>                                                     <C>      <C>         <C>        <C>             <C>       <C>
Balance, March 31, 1998                                 $ 5,502  $       75  $       4  $          (1)  $ 5,580

 Comprehensive income, March 31, 1999:

  Net income                                                  -           -      1,729              -     1,729           1,729
                                                                                                                  --------------
 Comprehensive income                                                                                             $       1,729
                                                                                                                  ==============
163,000 common shares issued upon exercise of options         -         233          -              -       233
                                                        -------  ----------  ---------  --------------  --------
Balance, March 31, 1999                                   5,502         308      1,733             (1)    7,542

 Comprehensive income, March 31, 2000:

  Net income                                                  -           -      5,531              -     5,531           5,531
                                                                                                                  --------------
 Comprehensive income                                                                                             $       5,531
                                                                                                                  ==============
Tax benefit on exercise of options                            -         610          -              -       610
652,266 common shares issued upon exercise of options         -       1,124          -              -     1,124
                                                        -------  ----------  ---------  --------------  --------
Balance, March 31, 2000                                   5,502       2,042      7,264             (1)   14,807

 Comprehensive income, March 31, 2001:

  Net income                                                  -           -      8,961              -     8,961           8,961

  Currency translation adjustment                             -           -          -            (14)      (14)            (14)
                                                                                                                  --------------
 Comprehensive income                                                                                             $       8,947
                                                                                                                  ==============
Tax benefit on exercise of options                            -         924          -              -       924
353,500 common shares issued upon exercise of options         -         803          -              -       803
                                                        -------  ----------  ---------  --------------  --------
BALANCE, MARCH 31, 2001                                 $ 5,502  $    3,769  $  16,225  $         (15)  $25,481
======================================================  =======  ==========  =========  ==============  ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                      MEASUREMENT SPECIALTIES, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                           For the year ended March 31,
                                                                          ------------------------------
($ IN THOUSANDS)                                                            2001       2000       1999
------------------------------------------------------------------------  ---------  ---------  --------
<S>                                                                       <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $  8,961   $  5,531   $ 1,729
  Adjustments to reconcile net income to net cash (used in) provided by
      operating activities:
      Depreciation and amortization                                          2,803      2,083     1,118
      Provision for doubtful accounts                                          617         (8)      199
      Provision for warranty                                                   380        (80)      403
      Deferred income taxes                                                   (998)         8       (56)
      Tax benefit on exercise of stock options                                 924        610         -
      Net changes in operating assets and liabilities, excluding the
      effect of acquisitions:
        Accounts receivable, trade                                          (3,179)    (1,020)   (1,193)
        Inventories                                                        (18,828)    (3,417)      275
        Prepaid expenses and other current assets                             (455)      (324)        9
        Other assets                                                          (841)      (151)       73
        Accounts payable, trade                                              3,757      2,760       831
        Accrued expenses and other liabilities                               2,034      2,137        86
                                                                          ---------  ---------  --------
    Net cash (used in) provided by operating activities                     (4,825)     8,129     3,474
                                                                          ---------  ---------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                       (5,653)    (2,510)     (898)
  Purchases of intangible assets                                               (40)    (1,121)     (110)
  Acquisition of businesses, net of cash acquired                          (17,860)   (12,368)   (3,985)
                                                                          ---------  ---------  --------
    Net cash used in investing activities                                  (23,553)   (15,999)   (4,993)
                                                                          ---------  ---------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings (repayments) under bank line of credit agreement, net          14,736          -       (21)
  Proceeds from long term debt                                              25,000     10,000     4,000
  Repayments of long term debt                                             (13,000)    (3,800)     (200)
  Payment of deferred financing costs                                         (450)      (283)      (85)
  Proceeds from exercise of options and warrants                               803      1,124       233
                                                                          ---------  ---------  --------
    Net cash provided by financing activities                               27,089      7,041     3,927
                                                                          ---------  ---------  --------

Net change in cash and cash equivalents                                     (1,289)      (829)    2,408
Cash and cash equivalents, beginning of year                                 1,882      2,711       303
                                                                          ---------  ---------  --------

Cash and cash equivalents, end of year                                    $    593   $  1,882   $ 2,711
                                                                          =========  =========  ========


SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR:
Interest                                                                  $  2,409   $    368   $   249
Income taxes                                                                   817        681       102
</TABLE>

        The accompanying notes are an integral part of these statements.


                                      F-7
<PAGE>
Notes  to  Consolidated  Financial  Statements
MARCH  31,  2001

($  IN  THOUSANDS  EXCEPT  SHARE  AND  PER  SHARE  AMOUNTS)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND DESCRIPTION OF BUSINESS:

Description  of  business:

Measurement  Specialties,  Inc.,  a  New  Jersey  Corporation,  ("MSI"  or  "the
Company")  is  a  designer and manufacturer of sensors and sensor-based consumer
products.  The  Company  produces  a  wide  variety of sensors that use advanced
technologies  to  measure  precise ranges of physical characteristics, including
pressure,  motion,  force,  displacement, angle, flow and distance.  The Company
has  a  Sensor  segment  and  a  Consumer  Products segment.  The Sensor segment
designs  and  manufacturers sensors for leading original equipment manufacturers
for  electronic, automotive, medical, military and industrial applications.  The
sensor  products  include  pressure  sensors,  custom  microstructures  and
accelerometers.  The  Consumer Products segment designs and manufacturers sensor
based  consumer products which are sold to leading retailers and distributors in
both  the  United States and Europe.  The consumer products include bathroom and
kitchen  scales,  tire  pressure  gauges,  and  distance  estimators.

Principles  of  consolidation:

The consolidated financial statements include the accounts of MSI and its wholly
owned  subsidiaries (the "Subsidiaries"); Measurement Limited, organized in Hong
Kong  ("ML"), Jingliang Electronics (Shenzhen) Co. Ltd. ("JL"), organized in the
People's  Republic  of  China  ("China"),  IC  Sensors  Inc.  ("IC Sensors") and
Measurement  Specialties,  UK  Limited,  organized  in  the  United Kingdom, all
collectively  referred  to as the "Company." As discussed in Note 2, on February
14,  2000,  the  Company acquired the stock of IC Sensors from Perkin Elmer Inc.
and  on  August 4, 2000, acquired certain assets and assumed certain liabilities
of  the  Schaevitz  Sensors  business  based  in Virginia and the United Kingdom
(collectively  "Schaevitz")  from  TRW  Components,  Inc.  (TRW).  Results  of
operations  of acquired subsidiaries are included in the consolidated results of
operations from their date of acquisition. All significant intercompany balances
and  transactions  have  been  eliminated.

Use  of  estimates:

The  preparation  of  the  consolidated  financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  requires
management  to  make estimates and assumptions which affect the reported amounts
of  assets  and  liabilities  and  the  disclosure  of  contingent  assets  and
liabilities  at  the  date of the financial statements and revenues and expenses
during  the reporting period.  Actual results could differ from those estimates.

Cash  equivalents:

The  Company  considers highly liquid investments with maturities of up to three
months,  when  purchased,  to  be  cash  equivalents.


                                      F-8
<PAGE>
Inventories:

Inventories  are  stated  at  the  lower  of cost or market. The FIFO (first-in,
first-out)  method  is utilized to determine cost for the Company's inventories.

Property  and  equipment:

Property  and  equipment  are  stated  at  cost  less  accumulated depreciation.
Depreciation  is  computed by the straight-line method over the estimated useful
lives  of  the  assets, generally three to ten years. Leasehold improvements are
amortized  over  the shorter of the lease terms or the estimated useful lives of
the  assets.  Normal  maintenance  and  repairs  of  property  and equipment are
expensed  as  incurred.  Renewals, betterments and major repairs that materially
extend  the  useful  life  of  property  and  equipment  are  capitalized.

Income  taxes:

The  Company  accounts  for  income  taxes  under the provisions of Statement of
Financial  Accounting  Standards  ("SFAS")  No. 109, Accounting for Income Taxes
("SFAS  109").  SFAS  109  requires  recognition  of  deferred  tax  assets  and
liabilities  for  the  expected future tax consequences of events that have been
included in financial statements or tax returns. Under this method, deferred tax
assets  and  liabilities  are  determined  based  on the differences between the
financial  reporting  and  tax  bases  of  existing assets and liabilities using
enacted  tax  rates in effect for the year in which the differences are expected
to  reverse.

Tax benefits from early disposition of the stock by employees of incentive stock
options  and  from  exercise  of  non-qualified  stock  options  are credited to
additional  paid-in  capital.

Foreign  currency  translation  and  transactions:

The  functional  currency  of the Company's foreign operations is the applicable
local currency.  The foreign subsidiaries' assets and liabilities are translated
into  United  States dollars using exchange rates in effect at the balance sheet
date  and  their  operations  are  translated  using  the average exchange rates
prevailing  during the year.  The resulting translation adjustments are recorded
as  a  component  of  other  comprehensive  income  (loss).  Foreign  currency
transaction  gains  and  losses  are  included  in  operations.

Intangible  assets:

Intangible assets, consisting of patents and covenants not to compete, are being
amortized on a straight-line basis over their estimated useful life which ranges
from three to ten years.  Goodwill, which represents the excess of cost over the
net  identifiable  assets  of  acquired  businesses  is  being  amortized  on  a
straight-line  basis  over  its estimated useful life which ranges from seven to
fifteen  years.  The  Company  continually  evaluates  whether  events  and
circumstances  indicate  that  the remaining estimated useful life of intangible
assets  may  warrant  revisions  or that the remaining balance of intangibles or
other  long-lived  assets  may  not be recoverable. To make this evaluation, the
Company will estimate the future undiscounted cash flows expected to result from
the  use  of  the asset and its eventual disposition.  Future cash flows are the
future  cash  inflows  expected to be generated by an asset less the future cash
outflows  expected  to  be necessary to obtain those inflows.  If the sum of the
expected  future  cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, the Company would recognize an impairment
loss.  Management  does  not  believe  any  such  events  have  occurred.


                                      F-9
<PAGE>
Revenue  recognition:

Revenue  is  recorded  when  products are shipped, at which time title generally
passes  to  the customer. Certain consumer products may be sold with a provision
allowing  the  customer  to return a portion of products not sold to third party
customers.  Upon  shipment,  the Company provides for allowances for returns and
warranties  based  upon  historical  and  estimated  return  rates.

The  Company  utilizes manufacturing representatives as sales agents for certain
of  the Company's products.  Such representatives do not receive orders directly
from  customers,  take  title  to or physical possession of products, or invoice
customers. Accordingly, revenue is recognized upon shipment to the customer.

Certain  consumer  products  are  sold  under  "private label" arrangements with
various  distributors.  Such  products  are  manufactured  to  the distributor's
specifications.  The  Company  is not responsible for the ultimate sale to third
party  customers  and  therefore  records  revenue  upon  shipment.

Research  and  development:

Research and development expenditures are expensed as incurred. Customer funding
is  recognized  as  a reduction in research and development expense when earned.

Warranty  reserve:

Consumer  products generally are marketed under warranties to end users of up to
ten  years.  The  Company provides for estimated product warranty obligations at
the  time  of  sale,  based  on  its historical warranty claims experience. This
estimate  is  susceptible  to changes in the near term based on introductions of
new  products,  product  quality  improvements and changes in end user behavior.

Comprehensive  income  (loss):

Comprehensive  income  (loss)  consists  of  net  income or loss for the current
period and foreign currency translation adjustments. Comprehensive income (loss)
does  not  differ  materially  from  net  income  of  the  Company.

Stock  based  compensation:

As  permitted  by SFAS No. 123, "Accounting for Stock Based Compensation" ("SFAS
123"), the Company has elected to continue to follow Accounting Principles Board
Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees"  and  related
interpretations  ("APB 25") in accounting for its employee stock options.  Under
APB  25, when the exercise price of the employee stock options equals the market
price  of  the underlying stock on the date of grant, no compensation expense is
recorded.  The  Company  has  presented  the  additional  pro  forma disclosures
required  by  SFAS  123,  in  Note  11.


                                      F-10
<PAGE>
Interest  rate  swaps:

The  Company  uses  interest  rate  swaps  to manage interest rate risk.  It has
entered  into  interest  rate  swap  agreements which are intended as a hedge of
interest  rate  risk  against  specifically  identified variable rate debt.  The
differentials  to  be  received  or  paid  are  recognized  over the life of the
contract  as  an  adjustment  to  interest  expense.  See  Note  5  for  further
discussion.

New  accounting  pronouncements:

In  June 1998, the Financial Accounting Standards Board (the "FASB") issued SFAS
No.  133,  "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133").  SFAS  133, as amended by SFAS No. 137 and SFAS No. 138, is effective for
fiscal  years beginning after June 15, 2000. SFAS 133 establishes accounting and
reporting  standards  requiring  that every derivative instrument be recorded in
the  balance  sheet  as either an asset or liability measured at its fair value.
SFAS  133  requires  that  changes  in  a  derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows  a  derivative's gains and losses to
offset  related  results  on  the  hedged  item  in  the  income  statement.

The  Company  adopted SFAS 133 as of April 1, 2001. Accounting for interest rate
swaps  held  by the Company will be affected by implementation of this standard.
The  earnings  impact  of  the  transition  adjustments  related  to the initial
adoption  of  the  standard  will  not  be  material.

Shipping  and  handling  costs:

In  September  2000,  the  Financial  Accounting Standards Board issued Emerging
Issues Task Force ("EITF") 00-10, "Accounting for Shipping and Handling Fees and
Costs," which provides for shipping and handling costs to be recorded in cost of
sales.  The  Company adopted EITF 00-10 in the current year and has reclassified
prior  year  financial  statements  to  conform  to  this  presentation.

Reclassifications:

Certain  reclassifications have been made to the prior year financial statements
in  order  to  conform  to  the  current  year  presentation.

2.  ACQUISITIONS:

On  August  4,  2000,  the  Company  acquired  Schaevitz.  Schaevitz designs and
manufacturers  a  variety  of  tilt,  displacement  and pressure transducers and
transmitters  in  the  United  States  and  Europe which are sold worldwide. The
acquisition  was  accounted for as a purchase, and accordingly, the consolidated
financial  statements  include  the  operations  of  Schaevitz  from the date of
acquisition.  The purchase price of assets purchased and liabilities assumed was
based  on  management's  preliminary  estimate  of  fair  values  at the date of
acquisition.  Therefore, the purchase price allocation may be revised based on a
change  in  these  estimates.  The  aggregate  cash  paid was $17,860 (including
payment  to  TRW  of  $16,775  and  closing  costs of $1,085). The excess of the


                                      F-11
<PAGE>
purchase  price over the net assets acquired (principally goodwill) of $6,998 is
being  amortized  over  15  years. The transaction was financed with a term loan
issued  by  a  syndicate  of lending institutions led by the Company's principal
bank.  Net  assets  acquired were $10,862 consisting of the fair value of assets
acquired  of $13,991 less liabilities assumed of $3,129.  In connection with the
acquisition of Schaevitz, the Company recorded a liability of approximately $400
for  severance and related costs.  As of March 31, 2001 these costs have not yet
been paid.  The Company expects that the termination of employees related to the
Schaevitz  acquisition  will  be substantially complete within one year from the
acquisition  date.

The  following  unaudited  pro  forma consolidated results of operations for the
years  ended  March 31 assume the Schaevitz acquisition had occurred as of April
1,  1999,  giving effect to purchase accounting adjustments.  The pro forma data
is  for  informational  purposes only and may not necessarily reflect the actual
results  of  operations had Schaevitz been operated as part of the Company since
April 1, 1999. Adjustments to interest expense, goodwill amortization and income
taxes  related to the Schaevitz acquisition are reflected in the pro forma data.

                               Year Ended March 31,
                           --------------------------
                                2001         2000
                           ------------  ------------
                                  (unaudited)
Net sales                  $    112,053  $     83,801
Net income                        8,243         4,855
Earnings per
 common share
    BASIC                  $       1.01  $       0.64
                           ============  ============
    DILUTED                $       0.91  $       0.56
                           ============  ============

On February 14, 2000, the Company acquired IC Sensors, Inc from PerkinElmer Inc.
IC  Sensors  designs,  manufactures  and  markets micromachined silicon pressure
sensors,  accelerometers  and microstructures. The acquisition was accounted for
as  a  purchase,  and accordingly, the consolidated financial statements include
the  operations  of  IC Sensors from the date of acquisition. The aggregate cash
paid  was $12,368 (including payment to PerkinElmer of $12,000 and closing costs
of  $368).  The  excess  of  the  purchase  price  over  the net assets acquired
(principally  goodwill)  of  $3,177  is  being  amortized  over  15  years.  The
transaction  was  financed  with  a  term loan issued by the Company's principal
bank.  Net  assets  acquired  were $9,191 consisting of the fair value of assets
acquired  of $10,451 less liabilities assumed of $1,260.  In connection with the
acquisition  of  IC  Sensors  Inc.,  the  Company  recorded  a  liability  of
approximately  $350  for severance and related costs. As of March 31, 2001 these
costs  have  been  paid.

The  following  unaudited  pro  forma consolidated results of operations for the
year  ended March 31, 2000 assumes the IC Sensors acquisition had occurred as of
April  1, 1999, giving effect to purchase accounting adjustments.  The pro forma
data  is  for  informational  purposes  only and may not necessarily reflect the
actual results of operations had IC Sensors been operated as part of the Company
since  April 1, 1999. Adjustments to interest expense, goodwill amortization and
income  taxes  related  to IC Sensors acquisition are reflected in the pro forma
data.


                                      F-12
<PAGE>
                               Year Ended
                             March 31, 2000
                           -----------------
                              (unaudited)
Net sales                  $          70,727
Net income                             1,320
Earnings per
  common share
    BASIC                  $            0.17
                           =================
    DILUTED                $            0.15
                           =================

On January 5, 2000 the Company acquired, for cash, certain assets comprising the
ultrasonic garage parking system business of Exeter Technologies, Inc.  Pursuant
to the acquisition agreement, the Company made an initial payment of $625 and is
required  to  pay  additional  consideration  based  upon  future  sales.   The
additional  consideration  is equal to 15% of net sales in year one, 10% in year
two  and  5%  in  year  three.  No payments are to be made after year three. The
acquisition  was  accounted  for  under  the purchase method of accounting.  Net
assets  acquired  were $469, consisting of the fair value of the assets acquired
of  $625  and  liabilities  assumed of $156. Goodwill of $956 is being amortized
over  7  years.

3.  INVENTORIES:

Inventories  are  summarized  as  follows:

                     March 31,
                 ---------------
                  2001     2000
                 -------  ------
Raw materials    $ 9,431  $2,895
Work in process    3,266   2,033
Finished goods    19,171   4,208
                 -------  ------
                 $31,868  $9,136
                 =======  ======

4.  PROPERTY  AND  EQUIPMENT:

Property  and  equipment  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                                  March 31,
                                    -----------------------------------
                                      2001       2000     Useful Life
                                    ---------  --------  --------------
<S>                                 <C>        <C>       <C>
Production machinery and equipment  $ 19,582   $10,684        5-7 years
Tooling costs                          2,022       994        5-7 years
Furniture and equipment                3,694     2,288       3-10 years
                                                         Remaining term
Leasehold Improvements                 3,148     2,561    of the lease
Construction in Progress               1,152         -                -
                                    ---------  --------
   Total                              29,598    16,527
Less: accumulated depreciation
  and amortization                   (12,529)   (6,772)
                                    ---------  --------
                                    $ 17,069   $ 9,755
                                    =========  ========
</TABLE>

Depreciation  expense was $1,953, $1,744, and $973 for the years ended March 31,
2001,  2000,  and  1999,  respectively.


                                      F-13
<PAGE>
5.  LONG-TERM  DEBT:

Long-term  debt  is  summarized  as  follows:

                                          March 31,
                                      ----------------
                                       2001     2000
                                      -------  -------
Borrowings under bank line of credit  $14,736  $     -
Term loan                              22,000   10,000
                                      -------  -------
   Total long-term debt                36,736   10,000
Less: current portion                   4,000    1,000
                                      -------  -------
                                      $32,736  $ 9,000
                                      =======  =======

In  August  2000, the Company renegotiated its bank line of credit (the terms of
which  were modified in February 2001).  The new agreement increased the maximum
amount  available  from  $10,000  to $17,000 until the agreement's expiration in
August  2002.  The  Company  may  also  borrow  up  to  3,500 in British Pounds.
Borrowings are limited to the sum of eligible Accounts Receivable and Inventory,
as  defined,  and  are  collateralized  by  a  senior  security  interest  in
substantially  all  the Company's assets.  Borrowings bear interest at a maximum
of  the lesser of the bank's prime rate plus 1.00% or LIBOR plus 2.75% (7.33% as
of  March  31,  2001).  Should the Company achieve certain financial ratios, the
lowest  rate  becomes  the lesser of the bank's prime rate plus 0.50% or a LIBOR
rate plus 2.25%. The agreement requires annual payment of a commitment fee equal
to  0.375%  of  the  unutilized  available  balance.

In  connection  with  the  acquisition of Schaevitz, the Company repaid the then
outstanding balance of a previous term loan and entered into a $25,000 term loan
agreement  with  the Company's principal bank. The term loan bears interest at a
LIBOR  rate  plus  3.25%  (8.13%  and  6.29%  as  of  March  31,  2001 and 2000,
respectively).  The  term  loan  requires quarterly principal payments of $1,000
through  2007.  The term loan is collateralized by a senior security interest in
substantially  all  of  the  Company's assets. Additional principal payments are
required from a portion of the net proceeds of any issuance of additional equity
securities.

Under  the terms of both facilities, the Company is required to maintain minimum
levels of certain profitability ratios, limits capital expenditures and advances
to  subsidiaries  and  requires the bank's consent for the payment of dividends,
acquisitions  or  divestitures.  The  Company  was  in  compliance  with  these
requirements  as  of  March  31,  2001.

The  aggregate maturities of long-term debt as of March 31, 2001 are as follows:


                                      F-14
<PAGE>
                            Principal
              Fiscal Year  Repayments
              -----------  -----------
              2002         $     4,000
              2003              18,736
              2004               4,000
              2005               4,000
              2006               4,000
              2007               2,000
                           -----------
              Total        $    36,736
                           ===========

As  a hedge of its interest rate risk associated with the term loan, the Company
entered into two Interest Rate Swap Agreements (the "Swaps").  The Swaps have an
initial  notional amount of $14,000 and mature June 2004.  The Swaps require the
Company to pay a fixed rate of 6.98% (an effective rate of 10.23%) and receive a
floating  rate  of 6.75% (an effective weighted average floating rate of 10.0%).
The  notional  reduction  of  the  Swaps  are  as  follows:

                              Notional
                             Reduction
              Fiscal Year  (in millions)
              -----------  --------------
              2002         $          7.0
              2003                    2.0
              2004                    2.0
              2005                    3.6

The  Company  believes  that the carrying amount of its outstanding indebtedness
approximates  fair  value because the interest rates on such indebtedness are at
floating  short-term rates.  Based on the fair value of the outstanding interest
rate  swap  agreements at March 31, 2001, the Company would have incurred a loss
of  approximately  $249,  representing  the  amount that would be payable by the
Company  if  the  interest  rate  swaps  were  terminated  at  such  date.

6.  SHAREHOLDERS'  EQUITY:

The  Company is authorized to issue 21,200,000 shares of capital stock, of which
221,756  shares  have  been  designated as serial preferred stock and 20,000,000
shares  have been designated as common stock. Each share of common stock has one
vote. The Board of Directors (the "Board") has not designated 978,244 authorized
shares.

JL  is  subject  to  certain Chinese government  regulations, including currency
exchange  controls, which limit cash dividends and loans to ML and MSI. At March
31,  2001  and  2000, JL's restricted net assets approximated $6,281 and $3,983,
respectively.

7.  BENEFIT  PLANS:

Defined  Contribution  Plan:

MSI  has  a  qualified  defined  contribution  plan  under section 401(k) of the
Internal  Revenue  Code.  Substantially  all  its  employees  are  eligible  to
participate  after completing three months of service. Participants may elect to
contribute  a  portion of their compensation to the plan. MSI matches a portion


                                      F-15
<PAGE>
of  participants'  contributions  and,  at the discretion of the Board, may make
profit  sharing  contributions.  For  the  years ended March 31, 2001, 2000, and
1999,  matching  participants  contributions  were  $463,  $164,  and  $78,
respectively.  No profit sharing contributions were made for 2001, 2000 or 1999.

Defined  Benefit  Plans:

MSI  provides  a  contributory  defined  benefit  retirement  plan  for  certain
Schaevitz  United  Kingdom  employees.

The  following  tables  set  forth  reconciliations  of the beginning and ending
balances of the benefit obligation, fair value of plan assets, funded status and
amounts  recognized in the Consolidated Balance Sheets  included in other assets
related  to  the  defined  benefit  plans.

<TABLE>
<CAPTION>
CHANGE IN BENEFIT OBLIGATION:                        MARCH 31, 2001
                                                    ----------------
<S>                                                 <C>
   Benefit obligation at beginning of year          $             -
   Service cost                                                 142
   Interest cost                                                115
   Plan participants' contributions                              37
   Acquisition                                                3,458
   Actuarial (gain)/loss                                       (890)
                                                    ----------------
   Benefit obligation at end of year                $         2,862

CHANGE IN PLAN ASSETS:
   Fair value of plan assets at beginning of year   $             -
   Actual return on plan assets                                 (74)
   Acquisition                                                5,774
   Plan participants' contributions                              37
                                                    ----------------
   Fair value of plan assets at end of year         $         5,737
                                                    ----------------

RECONCILIATION OF FUNDED STATUS:
   Funded status                                    $         2,678
   Unrecognized net actuarial loss/(gain)                      (548)
                                                    ----------------
    Net amount recognized                           $         2,130
                                                    ================
</TABLE>

In  determining  the  projected benefit obligation, the weighted-average assumed
discount  rate was 6.00%.  The expected long-term rate of return on assets, used
in  determining net periodic pension cost was 7.50% and the rate of compensation
increase  used  to  measure  the  projected  benefit  obligation  was  4.00%.

The  net  periodic  pension  cost  included  the  following  components:

                                   YEAR ENDED
                                 MARCH 31, 2001
                                ----------------
Service cost                    $           142
Interest cost                               115
Expected return on plan assets             (267)
                                ----------------
Net periodic pension cost       $           (10)
                                ================


                                      F-16
<PAGE>
8.  MAJOR  CUSTOMERS:

A  United  States manufacturer and distributor of electric house-wares accounted
for  20  percent and 17 percent of net sales for 2000, and 1999, respectively. A
German  distributor  of  diversified  housewares accounted for 14 percent and 20
percent  of  net  sales  for 2000 and 1999, respectively, and 9 percent of total
accounts  receivable  at  March  31,  2000.  Both customers are in the Company's
Consumer  Products  segment.

9.  INCOME  TAXES:

Income  before  income  taxes  consists  of  the  following:

                         2001     2000    1999
                        =======  ======  ======
              Domestic  $ 5,403  $2,384  $1,117
              Foreign     6,387   4,904   1,207
                        -------  ------  ------
                        $11,790  $7,288  $2,324
                        =======  ======  ======

The  income  tax  provision  (benefit)  consists  of  the  following:

                 2001     2000     1999
                =======  =======  ======
Current:
   Federal      $2,610   $  939   $ 416
   Foreign         820      670     214
   State           397      140      21
                -------  -------  ------
Total current    3,827    1,749     651
                -------  -------  ------
Deferred:
   Federal        (812)      55     (30)
   Foreign         (65)     (47)    (34)
   State          (121)       -       8
                -------  -------  ------
Total deferred    (998)       8     (56)
                -------  -------  ------
                $2,829   $1,757   $ 595
                =======  =======  ======

Differences  between the federal statutory income tax rate and the effective tax
rates  are  as  follows:

                          2001    2000    1999
                         ======  ======  ======
Statutory tax rate        34.0%  34.0 %  34.0 %
Effect of foreign taxes  (12.0)  (14.3)  (10.0)
State taxes and other      2.0     4.4     1.5
                         ------  ------  ------
                          24.0%  24.1 %   25.5%
                         ======  ======  ======

The Company's share of cumulative undistributed earnings of foreign subsidiaries
were  approximately $13,022 and $6,635 at March 31, 2001 and 2000, respectively.
No  provision  has  been  made  for  U.S.  or  additional  foreign  taxes on the
undistributed  earnings  of  foreign  subsidiaries  because  such  earnings  are
expected  to  be reinvested indefinitely in the subsidiaries' operations.  It is
not  practical to estimate the amount of additional tax that might be payable on
these  foreign  earnings  in  the event of distribution or sale.  However, under
existing law, foreign tax credits would be available to substantially reduce, or
in  some  cases,  eliminate  U.S  taxes  payable.


                                      F-17
<PAGE>
Pursuant  to  current  Chinese  tax  policies,  JL qualifies for a special state
corporate tax rate of 15 percent. Additionally, because JL has agreed to operate
in  China  for a minimum of ten years, a tax holiday (which expired on March 31,
1998)  was  available  for two years, and a 50 percent tax rate reduction to 7.5
percent  (which  expired  on  March  31, 2001) was available for the three years
thereafter.  After  the expiration of the tax holiday, JL is expected to qualify
for  a reduction of the tax rate to 10 percent, provided it exports a minimum of
70  percent  of  its  production. Furthermore, if JL's profits are reinvested in
qualified  activities  in  China  for  a  minimum of five years, it may obtain a
rebate  of 40 percent of the taxes paid on the reinvested profits. Although JL's
undistributed  earn-ings  are expected to be permanently reinvested, the Company
does  not  intend  to  recognize the potential rebate until it is real-ized. The
Hong  Kong  corporate tax rate, at which ML's earnings are taxed, is 16 percent.

The  significant  components  of  the  net  deferred  tax  assets consist of the
following:

<TABLE>
<CAPTION>
                                                   Year ended March 31,
                                                      2001     2000
                                                     -------  -------
<S>                                                  <C>      <C>
Current deferred tax assets:
Accrued expenses                                     $  539   $  343
Inventory                                               682      588
Accounts receivable allowance                           785      129
Other                                                   174       24
                                                     -------  -------
Total                                                $2,180   $1,084
                                                     -------  -------

Long term deferred tax assets (liabilities):
Basis difference in acquired property and equipment  $2,648   $2,676
Valuation allowance                                    (500)    (500)
Other                                                   (93)     (23)
                                                     -------  -------
Total                                                $2,055   $2,153
                                                     -------  -------
</TABLE>

The deferred tax assets resulting from the basis difference in acquired property
and  equipment  is net of a valuation allowance of approximately $500,000, which
if  realized,  will  further  reduce  goodwill  relating  to  the  IC  Sensors
acquisition.

10.  PER  SHARE  INFORMATION:

Basic  per  share  information  is computed based on the weighted average common
shares  outstanding  during  each  period.  Diluted  per  share  information
additionally considers the shares that may be issued upon exercise or conversion
of  stock  options,  less  the  shares  that  may  be repurchased with the funds
received  from  their  exercise.

On  September  18,  2000, the Company declared a two-for-one split of its common
stock.  Shareholders  of  record  as of the close of business on October 3, 2000
were  issued a certificate representing one additional share for each share held
on the record date, payable on October 20, 2000 (the issue date).  Prior periods
have  been  restated  to  reflect  the  split.


                                      F-18
<PAGE>
The  following  is  a reconciliation of the numerators and denominators of basic
and  diluted  EPS  computations:

<TABLE>
<CAPTION>
                                  Income        Shares      Per share
                               (Numerator)   (Denominator)    Amount
                               ------------  -------------  ----------
<S>                            <C>           <C>            <C>
March 31, 2001
Basic per share information    $      8,961          8,144  $     1.10
Effect of dilutive securities                          901
                               ------------  -------------  ----------
Diluted per share information  $      8,961          9,045  $     0.99
                               ------------  -------------  ----------

March 31, 2000
Basic per share information    $      5,531          7,612  $     0.73
Effect of dilutive securities                        1,084
                               ------------  -------------  ----------
Diluted per share information  $      5,531          8,696  $     0.64
                               ------------  -------------  ----------

March 31, 1999
Basic per share information    $      1,729          7,202  $     0.24
Effect of dilutive securities                          274
                               ------------  -------------  ----------
Diluted per share information  $      1,729          7,476  $     0.23
                               ------------  -------------  ----------
</TABLE>

11.  STOCK  OPTION  PLANS:

Options  to  purchase  up  to 1,828,000 common shares may be granted under MSI's
1995  Stock  Option  Plan  and  its predecessor plan (together the "1995 Plan"),
until  its  expiration  on  September  8, 2005.  Shares issuable under 1995 Plan
grants  which  expire  or  otherwise  terminate  without being  exercised become
available  for  later issuance.  All shares eligible for grant were issued prior
to  March  31,  1999.

Options  to  purchase  up to 1,500,000 shares may be granted under the Company's
1998  Stock  Option  Plan, (the "1998 Plan") until its expiration on October 19,
2008.  Shares  issuable  under  1998  Plan  grants  which  expire  or  otherwise
terminate  without  being  exercised  become  available  for later issuance. The
aggregate  numbers of shares available for grants of options under the 1998 Plan
were  639,008  and  1,290,550  as  of  March  31,  2001  and  March  31,  2000,
respectively.  A total of 818,692 and 199,450 were outstanding at March 31, 2001
and  March  31,  2000,  respectively.

Options under all Plans generally vest over service periods of up to five years,
and expire no later-than ten years from the date of grant. Options may, but need
not,  qualify  as  "incentive  stock  options" under section 422 of the Internal
Revenue  Code.  Tax  benefits  are  recognized  upon  nonqualified exercises and
disqualifying dispositions of shares acquired by qualified exercises. There were
no  changes  in the exercise prices of outstanding options, through cancellation
and  reissuance  or  otherwise,  for  2001,  2000,  or  1999.

A  summary  of  the status of stock options as of March 31, 2001, 2000, and 1999
and  changes  during  the  years  ended  on  those  dates  is  presented  below:


                                      F-19
<PAGE>
<TABLE>
<CAPTION>
                            Number of shares
                        ------------------------ Weighted average
                       Outstanding   Exercisable  exercise price
                       ------------  -----------  --------------
<S>                    <C>           <C>          <C>
March 31, 1998           1,697,200     1,054,200            1.99
    Granted at market      314,000                          1.42
    Forfeited             (170,000)                         2.55
    Exercised             (163,000)                         1.42
                       ------------  -----------
March 31, 1999           1,678,200       988,532            1.88

    Granted at market      130,450                          6.28
    Forfeited              (52,000)                         2.23
    Exercised             (652,266)                         1.75
                       ------------  -----------
March 31, 2000           1,104,384       601,400            2.46

    Granted at market      633,542                         15.14
    Forfeited              (13,800)                         8.81
    Exercised             (353,500)                         2.28
                       ------------  -----------
MARCH 31, 2001           1,370,626       473,924            2.71
                       ============  ===========
</TABLE>

Summarized  information  about  stock  options  outstanding  at  March  31, 2001
follows:

<TABLE>
<CAPTION>
      Number of                                 Weighted average
   underlying shares                              Exercise price        Weighted average
========================     Exercise       ==========================     remaining
Outstanding  Exercisable    Price range     Outstanding   Exercisable   contractual life
===========  ===========  ================  ============  ============  =============
<S>          <C>          <C>               <C>           <C>           <C>
354,934          290,934  $ 1.75  -  $2.44  $       2.17  $       2.24  3.59 years
214,392           96,390    2.50  -  12.63          7.15          5.29        5.04
468,800                -   14.19  -  14.19         14.19             -        7.18
83,500                 -   17.50  -  20.69         20.05             -        7.74
10,000                 -   21.63  -  21.63         21.63             -        7.76
12,000                 -   24.88  -  24.88         24.88             -        7.57
227,000           86,600   1.38  -    1.38          1.38          1.38        5.48
===========  ===========                    ------------  ------------  -------------
1,370,626        473,924                    $       8.36  $       2.71  $     5.67
===========  ===========                    ------------  ------------  -------------
</TABLE>

The  Company  accounts  for  transactions  in  which  employees  receive  equity
instruments of the employer using the intrinsic value based method in accordance
with  Accounting  Principles  Board  Opinion  ("APB")  25.  Accordingly,  no
compensation  cost has been recognized for employee stock option grants. Had the
Company  adopted the fair value based method for employee stock options at grant
dates,  the  Company's  pro forma net income for 2001, 2000, and 1999 would have
been  reduced  to  $7,951  ($0.98  per basic share and $0.88 per diluted share),
$5,257  ($0.69  per  basic share and $0.60 per diluted share), and $1,562 ($0.22
per  basic  share  and  $0.21  per  diluted  share),  respectively.  Based  on
calculations  using the Black-Scholes option-pricing model, the weighted average
fair  value  of  options  granted in 2001, 2000, and 1999 for which the exercise
prices  equaled  the  fair  market value of such shares at the date of grant was
$7.93,  $3.68  and  $0.96 per share, respectively. The fair value of each option
grant  is  estimated on the date of grant using the Black-Scholes option-pricing
model  (single  grant  assumption  with  straight-line  amortization)  with  the
following  weighted-average  assumptions:

                                       2001   2000   1999
                                       =====  =====  =====
              Expected volatility       53 %    63%    81%
              Risk free interest rate  5.8 %   5.9%   4.7%
              Dividend yield               -     -      -
              Expected life in years       5     5      5


                                      F-20
<PAGE>
12.  COMMITMENTS  AND  CONTINGENCIES:

The Company leases certain property and equipment under noncancellable operating
leases expiring on various dates through July 2011. Rent expense, including real
estate  taxes,  insurance and maintenance expenses associated with net operating
leases  approximated  $1,864  for  2001,  $1,050 for 2000, and $831 for 1999. At
March  31,  2001,  total  minimum rentals under operating leases with initial or
remaining  noncancellable  lease  terms  of  more  than  one  year  were:

                      Year ending March 31,
                      ---------------------
                       2002        $2,243
                       2003         1,573
                       2004           962
                       2005           928
                       2006           617
                       Thereafter   3,407

The  Company is involved in various legal proceedings that are incidental to the
normal  course  of  business.  The  Company  does  not  expect  that  any of the
proceedings  will  have  a  material  adverse  effect on the Company's financial
position  or  results  of  operations.

13.  SEGMENT  INFORMATION:

The  Company's  reportable segments are strategic business units that operate in
different  industries  and  are  managed  separately.  Segment  data  have  been
presented  on  a  basis  consistent  with  how  business activities are reported
internally  to  management.  For additional information, including a description
of  the  products  and  services  included  in  each  segment,  see  Note  1.

The  accounting  policies  of  the  segments are substantially the same as those
described  in  the  summary  of  significant  accounting  policies.

The  Company  has  no  material  intersegment  sales.

At  March  31, 2001 the foreign Subsidiaries' total assets aggregated $29,033 of
which $11,540 was in the United Kingdom, $12,763 were in Hong Kong and $4,730 in
China.  At  March  31,  2000,  the foreign Subsidiaries' total assets aggregated
$10,650  of which $5,185 were in Hong Kong and $5,465 were in China. The Company
is  potentially  subject  to  the  risks  of  foreign  currency  transaction and
translation  losses  which  might  result from fluctuations in the values of the
Hong  Kong  dollar  and  the  Chinese  renminbi.  At March 31, 2001, the foreign
Subsidiaries  had  net liabilities of $4,449 subject to fluctuation in the value
of  the  Hong  Kong  dollar,  net assets of $8,388 subject to fluctuation in the
value  of the British Pound, and net assets of $12,620 subject to fluctuation in
the  value of the Chinese renminbi. The foreign Subsidiaries' operations reflect
intercompany transfers of costs and expenses, including interest on intercompany
trade  receivables,  at  amounts  established  by  the  Company.

The  following  is  information  related  to  industry  segments:


                                      F-21
<PAGE>
<TABLE>
<CAPTION>
                                  2001       2000      1999
                                =========  ========  ========
<S>                             <C>        <C>       <C>
Net Sales:
  Consumer Products             $ 54,036   $44,123   $30,526
  Sensors                         49,059    15,874     7,070
                                ---------  --------  --------
     Total                      $103,095   $59,997   $37,596
                                ---------  --------  --------

Operating Income:
  Consumer Products             $ 10,505   $ 9,302   $ 5,862
  Sensors                          9,900     3,275       437
                                ---------  --------  --------

     Total segment operating
      Income                      20,405    12,577     6,299
  Unallocated expenses            (6,274)   (4,985)   (3,675)
                                ---------  --------  --------
     Total operating income       14,131     7,592     2,624
                                ---------  --------  --------
  Interest expense, net of
  interest income                 (2,634)     (287)     (251)
  Other (expense) income             293       (17)      (49)
                                ---------  --------  --------
     Income before taxes        $ 11,790   $ 7,288   $ 2,324
                                ---------  --------  --------

Depreciation and Amortization:
  Consumer Products             $    821   $ 1,079   $   719
  Sensors                          1,982     1,004       399
                                ---------  --------  --------
     Total                      $  2,803   $ 2,083   $ 1,118
                                ---------  --------  --------

Segment Assets:
  Consumer Products             $ 18,965   $12,505   $ 9,033
  Sensors                         62,247    23,672     6,191
  Unallocated                      5,125     3,434     3,311
                                ---------  --------  --------
     Total                      $ 86,337   $39,611   $18,535
                                ---------  --------  --------

Capital expenditures:
  Consumer Products             $  1,455   $   841   $   777
  Sensors                          4,198     1,669       121
                                ---------  --------  --------
     Total                      $  5,653   $ 2,510   $   898
                                ---------  --------  --------
</TABLE>

Unallocated amounts include general corporate expenses and assets, which consist
mainly  of  cash  and  other  assets not attributable to any reportable segment.

The  following  represents  information  about the Company's foreign operations:

<TABLE>
<CAPTION>
                   2001     2000     1999
                 ========  =======  =======
<S>              <C>       <C>      <C>
Net Sales:
  Germany        $ 11,046  $ 9,835  $ 9,056
  Other Europe     15,673    5,857    3,585
  Other             9,155    1,351    1,705
  United States    67,221   42,954   23,250
                 --------  -------  -------
     Total       $103,095  $59,997  $37,596
                 --------  -------  -------
</TABLE>


                                      F-22
<PAGE>
Total  Assets  are  as  follows:

<TABLE>
<CAPTION>
                   2001     2000     1999
                  =======  =======  =======
<S>               <C>      <C>      <C>
  Hong Kong       $ 1,449  $   707  $   543
  China             6,686    1,936      862
  United Kingdom    5,706        -        -
  United States    72,496   36,968   17,130
                  -------  -------  -------
     Total        $86,337  $39,611  $18,535
                  -------  -------  -------
</TABLE>

14.  CONCENTRATIONS:

Financial  instruments  which  potentially  subject  the  Company to significant
concentrations  of  credit  risk  principally  are  cash  investments  and trade
accounts  receivable.

The Company generally maintains its cash and cash equivalents at major financial
institutions  in  the  United  States, United Kingdom, Hong Kong and China. Cash
held  in  foreign  institutions  amounted to $487 and $887 at March 31, 2001 and
2000,  respectively.  The  Company  periodically  evaluates  the relative credit
standing  of  financial institutions considered in its cash investment strategy.

Accounts  receivable  are  concentrated  in  the  United  States  and  European
distributors  and  retailers  of  consumer  products.  To limit credit risk, the
Company  evaluates  the  financial  condition  and  trade  payment experience of
customers  to  whom  credit  is extended. The Company generally does not require
customers  to  furnish  collateral,  though  certain  foreign  customers furnish
letters  of  credit.

The  Company  manufactures  the substantial majority of its sensor products, and
most  of  its  sensor  subassemblies  used  in  its consumer products, in leased
premises  located  in  Shenzhen,  China.  Sensors  are  also manufactured at the
Company's  United  States  facilities  located  in  Virgina,  California,  and
Pennsylvania  and its Slough, United Kingdom facility. Additionally, certain key
management,  sales  and  support  activities are conducted at leased premises in
Hong Kong. Substantially all of the Company's consumer products are assembled in
China, primarily by a single supplier, River Display, Ltd. ("RDL"), although the
Company  is  utilizing  alternative  Chinese assemblers. There are no agreements
which  would  require  the  Company  to make minimum payments to RDL, nor is RDL
obligated  to  maintain capacity available for the Company's benefit, though the
Company accounts for a significant portion of RDL's revenues. Additionally, most
of  the  Company's  products  contain  key  components which are obtained from a
limited  number of sources. These concentrations in external and foreign sources
of  supply  present  risks  of  interruption  for  reasons  beyond the Company's
control,  including,  with  respect  to  China,  political,  economic  and legal
uncertainties.


                                      F-23
<PAGE>
15.  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED):

<TABLE>
<CAPTION>
                 FIRST QUARTER   SECOND QUARTER   THIRD QUARTER    FOURTH QUARTER
                 ENDED JUNE 30   ENDED SEPT. 30   ENDED DEC. 31   ENDED MARCH  31
                 ==============  ===============  ==============  ================
<S>              <C>             <C>              <C>             <C>
YEAR ENDED
MARCH 31, 2001
   Net sales     $       16,302  $        28,237  $       34,330  $         24,226
   Gross profit           7,087           11,467          12,945            12,814
   Net Income             1,196            2,816           3,148             1,805
   EPS basic               0.15             0.35            0.38              0.22
   EPS diluted             0.14             0.32            0.35              0.20

YEAR ENDED
MARCH 31, 2000
  Net sales      $       12,021  $        15,445  $       15,960  $         16,571
  Gross profit            5,246            6,392           6,566             7,269
  Net Income              1,008            1,720           1,868               935
  EPS basic                0.14             0.23            0.25              0.12
  EPS  diluted             0.12             0.20            0.22              0.11
</TABLE>


Earnings  per  share  are  computed  independently  for  each  of  the  quarters
presented, on the basis described in Note 1.  The sum of the quarters may not be
equal  to  the  full  year  earnings  per  share  amounts.

16.  SUBSEQUENT  EVENTS:

On  March  29,  2001,  the  Company  filed  a  registration  statement  with the
Securities  and  Exchange  Commission to issue 1,750,000 shares of common stock.
The Company intends to utilize a portion of the proceeds of the offering to fund
the  proposed  acquisition  discussed  below.

On  June  7,  2001,  the  Company  signed  an  agreement  to purchase all of the
outstanding  shares  of  Terraillon  Holdings  Limited,  "Terraillon" a European
manufacturer  of  branded  consumer  bathroom  and  kitchen  scales. The Company
expects  to  consummate  this  acquisition shortly after the closing date of the
offering.  The  Company  will  pay  a  total of approximately $17,000 to acquire
Terraillon.  The  purchase price will be paid as follows: (i) $4,960 in cash and
(ii)  390,494  in  shares  of  our  common  stock.  In addition, we will pay the
majority  stockholder  of Terraillon $5.24 million to forgive an equal amount of
indebtedness  owed to it by Terraillon. Additionally, the Company will assume up
to  $4,000  of  Terraillon  debt.


                                      F-24
<PAGE>
<TABLE>
<CAPTION>
MEASUREMENT  SPECIALTIES,  INC.
SCHEDULE  II  -  VALUATION  AND  QUALIFYING  ACCOUNTS
March  31,  2001

---------------------------------  ----------  ------------------------  ------------  ----------
Col. A                             Col. B      Col. C                    Col. D        Col.  E
---------------------------------  ----------  ------------------------  ------------  ----------
Description                        Balance at  Additions                 Deductions    Balance at
                                   Beginning   ------------------------  Describe      End
                                   Of Period                                           of Period
                                               (1)         (2)
                                               Charged to  Charged  to
                                               Costs and   Other
                                               Expenses    Accounts
                                                           Describe
---------------------------------  ----------  ----------  ------------  ------------  ----------
<S>                                <C>         <C>         <C>           <C>           <C>
Year ended March 31, 2001
Deducted from asset accounts:
  Allowance for doubtful accounts  $      318  $     617   $          -  $  (102) (a)  $      833
  Sales Return Reserve                     80        443              -     (186) (b)         337

Year ended March 31, 2000
Deducted from asset accounts:
  Allowance for doubtful accounts  $      326  $      (8)  $          -  $     -       $      318
  Sales Return Reserve                     63         17              -        -               80

Year ended March 31, 1999:
Deducted from asset accounts:
  Allowance for doubtful accounts  $      363  $     199   $          -  $  (236) (a)  $      326
  Sales Return Reserve                     14         49              -        -               63
</TABLE>


(a)  Bad  debts  written-off,  net  of  recoveries
(b)  Actual  returns  received


                                       S-1
<PAGE>
</TEXT>
</DOCUMENT>
