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


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

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

 (Mark  One)
[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act  of  1934
        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
        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
    incorporation  or organization)                  Identification  No.)

     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.

Measurement  Specialties,  Inc. hereby amends its Annual Report on Form 10-K for
the  fiscal  year ended March 31, 2001 to add the information set forth below as
Part  III  of  the  Form  10-K,  and  to  file  Exhibit  10.22 to the Form 10-K.


<PAGE>
PART  III

ITEM  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

          Our  executive  officers  and  directors and their ages as of July 10,
2001  are  as  follows:

<TABLE>
<CAPTION>
NAME                          AGE  POSITION
<S>                           <C>  <C>
Joseph R. Mallon, Jr. (1)      55  Chairman of the Board and Chief Executive
                                   Officer
Damon Germanton (1)            58  President, Chief Operating Officer, Secretary,
                                   and Director
Mark W. Cappiello              47  Vice President of Sales and Marketing
Kirk J. Dischino               42  Chief Financial Officer, Treasurer, and
                                   Assistant Secretary
Steven P. Petrucelli (1)(2)    48  Chief Technical Officer and Director
John D. Arnold (2)(3)(4)       47  Director
Theodore J. Coburn (2)(3)(4)   47  Director
Dan J. Samuel (2)(3)(4)        76  Director
<FN>
(1)  Member  of  our  Operations  Committee
(2)  Member  of  our  Audit  Committee
(3)  Member  of  our  Compensation  Committee
(4)  Member  of  our  Governance  Committee
</TABLE>

     Joseph  R.  Mallon,  Jr.  has  been  our  Chairman  of  the Board and Chief
Executive  Officer  since  April  1995. From April 1, 1985 to February 1998, Mr.
Mallon  also served as President. Mr. Mallon has thirty-five years experience in
electronic sensor and micro-electromechanical systems (MEMS) technology and is a
named  inventor in forty-one United States patents. From January 1990 to January
1993,  Mr.  Mallon  was  a  Director  and  Executive  Vice  President  of  Lucas
NovaSensor.  In  October 1985, Mr. Mallon co-founded NovaSensor, where he served
as  a  Director  and Co-President until its acquisition by Lucas Industries. Mr.
Mallon serves as a Director of Sepragen Corporation and Sensant Corporation. Mr.
Mallon  received  a  B.S.  in science from Fairleigh Dickinson University and an
M.B.A.  from  California  State-Hayward.

     Damon  Germanton  has  been our President since February 1998 and served as
our  Chief  Operating Officer and Director since 1981. In addition to serving as
our President and Chief Operating Officer, Mr. Germanton is Managing Director of
our  Asian operations. Beginning in 1965, Mr. Germanton worked for sixteen years
for  Kulite  Semiconductor  as  an  engineer  and  operations manager developing
military  and  aerospace  applications  of  micromachined sensor technology. Mr.
Germanton  is  a  named  inventor in twelve United States patents and received a
B.S.  in  engineering  from  Fairleigh  Dickinson  University.

     Mark  W. Cappiello has been our Vice President of Sales and Marketing since
January  1988.  Mr.  Cappiello  has  over  twenty-five  years  of  experience in
international consumer products marketing, over twenty of which have been in the
scale industry. From January 1985 to October 1987, Mr. Cappiello was employed by
Terraillon  S.A.,  a  French  manufacturer and distributor of scales and balance
products.  Mr.  Cappiello  received  a  B.A.  in business from the University of
Connecticut.


                                        2
<PAGE>
     Kirk  J. Dischino has been our Chief Financial Officer since February 1998.
From  July 1984 to January 1998, Mr. Dischino was employed by Materials Research
Corporation,  an  international  manufacturer  of  high technology semiconductor
process  equipment.  Mr.  Dischino  held various positions at Materials Research
Corporation  including  Vice-President  and  Controller.  From July 1980 to June
1984,  Mr. Dischino was a Senior Auditor with Arthur Andersen & Co. Mr. Dischino
received  a  B.S.  in  accounting  and  finance  from Lehigh University and is a
certified  public  accountant  in  Pennsylvania.

     Steven  P.  Petrucelli,  Ph.D., has been a Director since June 1992 and our
Chief  Technical Officer since September 2000. Dr. Petrucelli is a consultant in
electronic and medical technology and has been an Assistant Professor at Rutgers
University  in the Biomedical and Electrical Engineering Departments since 1980.
Dr.  Petrucelli received a B.S. in electrical engineering from Lehigh University
and  an  M.S.  and  Ph.D.  in  engineering  from  Rutgers  University.

     John  D. Arnold has been a Director since June 1995. Mr. Arnold has been in
private  law  practice  since  1988, primarily representing technology companies
with relationships with Asian investors and/or manufacturers. Prior to 1988, Mr.
Arnold  was employed with the law firms of Wilson, Sonsini, Goodrich & Rosati in
Palo  Alto,  California  and Foley & Lardner in Milwaukee, Wisconsin. Mr. Arnold
received  a B.A. in business administration from the University of Wisconsin and
a  J.D.  from  Stanford  Law  School.

     Theodore  J. Coburn has been a Director since October 1995. Previously, Mr.
Coburn  was  a partner of Brown, Coburn & Co., an investment banking firm and an
Education  Associate  at  Harvard  University  Graduate School of Education. Mr.
Coburn  currently  serves as a Director of the Nicholas-Applegate Fund, Emerging
Germany Fund, and Video Update. Prior to 1991, Mr. Coburn was a Director and the
Managing  Director  of  the  Global  Equity  Transactions  Group  of  Prudential
Securities.  Mr. Coburn was a Managing Director of Merrill Lynch Capital Markets
from 1983 to 1986.  Mr. Coburn received a B.S. in finance from the University of
Virginia; an M.B.A. from Columbia University; a Master of Education from Harvard
University;  a  Master  of  Divinity from Harvard University; and Certificate of
Advanced  Studies  from  Harvard  University.

     The  Honorable  Dan  J.  Samuel has been a Director since October 1994. Mr.
Samuel has been a business consultant since January 1995. Previously, Mr. Samuel
served  as President and Chief Executive Officer of Scallop Corporation, the New
York  subsidiary  of  the Royal Dutch/Shell Group of Companies. In addition, Mr.
Samuel  serves  as  a  Director  of  Canadian Overseas Packaging Industries. Mr.
Samuel  received  a  B.A.  and  M.A.  in  engineering  from  Oxford  University.

BOARD  COMPOSITION

     Our  Board  currently  consists  of  six  directors.  Our  certificate  of
incorporation provides that the number of directors is to be fixed by the Board,
but  in  no event shall be less than five or more than nine directors. Our Board
is  divided into three groups, whose terms expire at successive annual meetings.
Directors  are  elected  for  staggered  three-year  terms.


                                        3
<PAGE>
COMMITTEES  OF  OUR  BOARD

     Our  Board  maintains  (i)  an  Operations  Committee  that  monitors  our
operations  and makes recommendations to the Board when necessary; (ii) an Audit
Committee  that  requests  and receives information and reports from management,
outside  counsel,  and  our  independent  auditing  firm  in order to review our
auditing,  internal  control,  financial  reporting,  and compliance activities;
(iii) a Compensation Committee that establishes and executes compensation policy
and  programs  for  our  executives;  and  (iv)  a  Governance Committee that is
responsible  for  reviewing and making recommendations regarding the composition
of,  and  procedures  used  by,  the  Board  and  its  committees.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     To  our knowledge, based solely on a review of Forms 3, 4 and 5, amendments
thereto,  and  written  representations  regarding  all  reportable transactions
furnished to the Company, except as noted below, all reports required by Section
16(a)  of  the  Securities  Exchange  Act  of 1934 were filed on a timely basis.
Damon  Germanton  filed  two  late  reports  (eleven  transactions).

ITEM  11.    EXECUTIVE  COMPENSATION

          Summary Compensation. The following table contains summary information
concerning  the  annual  compensation for the fiscal years ended March 31, 2001,
2000,  and 1999 for our Chief Executive Officer and each other executive officer
whose  salary  and  bonus  exceeded $100,000 for the fiscal year ended March 31,
2001:

<TABLE>
<CAPTION>
                              ANNUAL COMPENSATION       LONG-TERM COMPENSATION
                              -------------------       ----------------------
                                                     NUMBER OF SHARES
                                                        UNDERLYING      ALL OTHER
NAME & PRINCIPAL POSITION     YEAR   SALARY    BONUS   OPTION AWARDS   COMPENSATION
============================
<S>                           <C>   <C>       <C>      <C>            <C>
Joseph R. Mallon, Jr.         2001  $260,000        *         50,000  $   19,832 (1)
Chief Executive Officer and   2000   225,000  125,000              -         16,343
Chairman of the Board         1999   200,000   72,000              -         16,673

Damon Germanton               2001   260,000        *         50,000      18,040 (2)
President, Chief Operating    2000   225,000  125,000              -         16,343
Officer and Secretary         1999   200,000   72,000              -         16,673

Mark W. Cappiello             2001   198,000        *         30,000      15,885 (3)
Vice President of Sales and   2000   171,500   67,481              -         13,000
Marketing                     1999   152,500   41,175              -         13,000

Kirk J. Dischino
Chief Financial Officer,      2001   187,000        *         30,000      15,922 (4)
Treasurer, and Assistant      2000   161,500   60,291              -         13,000
Secretary                     1999   135,000   36,450              -         12,350

Steven P. Petrucelli
Chief Technical Officer (5)   2001   122,262        *         45,000       3,269 (6)
<FN>
---------------


                                        4
<PAGE>
*  We  expect  to  pay  bonuses  to each of the named executive officers for the
fiscal  year  ended March 31, 2001. The respective amounts of these bonuses have
not  been  determined.

(1)  For  the fiscal year ended March 31, 2001, includes automobile allowance of
     $11,000,  payment  of  $3,343  in  lieu  of  long-term  disability  income
     insurance,  and  $5,489  in  matching  contributions  by us pursuant to our
     401(k)  plan.

(2)  For  the fiscal year ended March 31, 2001, includes automobile allowance of
     $11,000,  $3,343  in long-term disability income insurance premiums paid by
     us  for Mr. Germanton's benefit, and $3,697 in matching contributions by us
     pursuant  to  our  401(k)  plan.

(3)  For  the fiscal year ended March 31, 2001, includes automobile allowance of
     $11,000  and  $4,885 in matching contributions by us pursuant to our 401(k)
     plan.

(4)  For  the fiscal year ended March 31, 2001, includes automobile allowance of
     $11,000  and  $4,922 in matching contributions by us pursuant to our 401(k)
     plan.

(5)  Mr.  Petrucelli  became an employee of Measurement Specialties in September
     2000.

(6)  For  fiscal  year  ended  March  31,  2001,  includes  $3,269  in  matching
     contributions  by  us  pursuant  to  our  401(k)  plan.
</TABLE>

     Option  Grants  in  Last  Fiscal  Year. The following table shows grants of
options  to purchase our common stock to our named executive officers during the
fiscal  year  ended  March  31,  2001:

<TABLE>
<CAPTION>
                                       INDIVIDUAL GRANTS               POTENTIAL REALIZABLE VALUE
                                                                           AT ASSUMED ANNUAL
                                                                              APPRECIATION
                                                                          RATES OF STOCK PRICE
                                                                            FOR OPTION TERM
                                    PERCENT OF
                       NUMBER OF       TOTAL
                       SECURITIES     OPTIONS
                       UNDERLYING   GRANTED TO     EXERCISE OR
                        OPTIONS    EMPLOYEES IN    BASE PRICE
                        GRANTED     FISCAL YEAR     ($/SHARE)     EXPIRATION
                                                                     DATE         5%         10%
<S>                    <C>         <C>            <C>            <C>           <C>        <C>
Joseph R. Mallon, Jr.      50,000           8.2%  $       14.19  June 6, 2006  $241,298   $547,423
Damon Germanton            50,000           8.2   $       14.19  June 6, 2006   241,298    547,423
Mark W. Cappiello          30,000           4.9   $       14.19  June 6, 2006   144,779    328,454
Kirk J. Dischino           30,000           4.9   $       14.19  June 6, 2006   144,779    328,454
Steven P. Petrucelli       45,000           7.4   $       14.19  June 6, 2006   217,168    492,680
</TABLE>

     Aggregated  Option  Exercises  and  Fiscal  Year-End  Option  Values.  The
following  table contains information concerning the aggregated option exercises
during the fiscal year ended March 31, 2001 and the value of unexercised options
held  as  of  March  31,  2001  by  the  executive officers named in the summary
compensation  table:


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                               NUMBER OF SHARES UNDERLYING    VALUE OF UNEXERCISED
                                                 UNEXERCISED OPTIONS AT           IN-THE-MONEY
                                                     MARCH 31, 2001                OPTIONS AT
                         SHARES                                                MARCH 31, 2001 (1)
                       ACQUIRED ON    VALUE
                        EXERCISE     REALIZED   EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
<S>                    <C>          <C>         <C>          <C>            <C>           <C>
Joseph R. Mallon, Jr.      116,000  $1,825,820      192,000         50,000  $  3,219,840  $      251,000
Damon Germanton             20,000     415,800       30,000         50,000       491,700         251,000
Mark W. Cappiello                -           -            -         30,000             -         150,600
Kirk J. Dischino                 -           -       60,000         70,000     1,047,600         849,000
Steven P. Petrucelli       134,000     242,875        9,000         57,000       152,610         732,420
<FN>
----------------
(1)     Value of in-the-money options is based on the excess of the closing price of our common stock on
March  31,  2001  ($19.21)  over  the  exercise  price  of  the options, multiplied by the number shares
underlying  the  options.
</TABLE>

1995  STOCK  OPTION  PLAN

     We  adopted the Measurement Specialties, Inc. 1995 Stock Option Plan, which
allows  us  to issue stock options to our employees, directors, and consultants.
We  reserved  1,828,000 shares of common stock for issuance under this plan. The
exercise  price  of  options  under  this  plan  is  determined  by our Board of
Directors, but may not be less than the fair market value of our common stock on
the date of grant. Payment of the exercise price may consist of cash, check, the
delivery  of  shares  of  our  common stock held for a minimum of six months and
having  a  fair  market value equal to the exercise price, or any combination of
such  methods  or other methods as is determined by the Board in accordance with
the  New  Jersey  Business Corporation Act. Our Board of Directors has delegated
authority  to  its  Compensation  Committee  to  take  all  actions and make all
determinations  necessary  or appropriate under the plan, including the grant of
options  consistent  with  the  terms  of  this  plan.

1998  STOCK  OPTION  PLAN

     We  adopted the Measurement Specialties, Inc. 1998 Stock Option Plan, which
allows  us  to  issue  stock  options  and  stock appreciation rights to our key
employees,  consultants,  professionals, and non-employee directors. We reserved
1,500,000  shares  of  common  stock for issuance under this plan.  The exercise
price  of  options  under this plan is determined by our Board of Directors, but
may  not be less than the fair market value of our common stock on date of grant
in  the  case of incentive stock options and 85% of the fair market value of our
common  stock  on the date of grant in the case of non-qualified options. In the
discretion  of the Board of Directors, payment of the exercise price may consist
of  cash,  check,  notes,  delivery  of shares of our common stock having a fair
market value equal to the exercise price, or any combination of such methods, or
other  means of payment permitted under the New Jersey Business Corporation Act.
The  term during which each option is exercisable is determined by the Board and
may  not  be more than ten years from the date of grant.  Our Board of Directors
has  delegated  authority  to its Compensation Committee to take all actions and
make  all  determinations necessary or appropriate under the plan, including the
grant  of  options  consistent  with  the  terms  of  this  plan.


                                        6
<PAGE>
401(K)  PLAN

     All  our  full  time  employees  over  the  age of eighteen are eligible to
participate  in  our  401(k)  Plan  after three months of employment. Subject to
certain  limitations imposed by federal tax laws, employees may contribute up to
15%  of  their salary (including bonuses and/or commissions) per year.  We match
100%  of  the  first  3%  of  employee  contributions  and 50% of the next 3% of
employee  contributions.  We  provided  aggregate  matching  contributions
approximating  $463,000  for  all  employees  in the fiscal year ended March 31,
2001.  Employees  may  direct  the  investment of their contributions in several
different  investment  funds.

COMPENSATION  OF  DIRECTORS

     Directors who are also our employees do not receive additional compensation
for  serving  as  our  directors.  For  the  fiscal  year  ended March 31, 2000,
non-employee  directors  received  a  $5,000  annual  retainer paid in two equal
semi-annual  installments,  $1,250  for  attendance  at each regularly scheduled
Board  meeting,  and  $500  for  attending  and $600 for chairing each committee
meeting.  For  the  fiscal  year  ended  March  31, 2001, non-employee directors
received  an  annual retainer of $35,000 payable in equal quarterly installments
and  no  separate  compensation  related  to  Board  or  committee  meetings.

     For  the  fiscal  year ended March 31, 2001, each non-employee director was
granted  an option to purchase 10,000 shares of our common stock at market value
for  the  first  year  of  service and an option to purchase 5,000 shares of our
common  stock at market value for each succeeding year of service.  Non-employee
directors  do  not  receive  retirement  or  other  fringe  benefits.

     Certain  directors  who  render  consulting or other services to us receive
additional  compensation.  Dr.  Petrucelli  was  paid $49,762 in the fiscal year
ended  March 31, 2001 for his services as a consultant. Additionally, we donated
$20,571  in the fiscal year ended March 31, 2001 to the gifts and grants program
of  the  Biomedical  Engineering  Department  at Rutgers University's College of
Engineering,  where  Dr. Petrucelli is a professor. Additional compensation paid
to  Mr.  Arnold,  who serves on the Board's Compensation Committee, is described
below  under  ''Compensation  Committee  Interlocks and Insider Participation.''

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     None of the members of our Compensation Committee is an officer or employee
of Measurement Specialties. None of our executive officers serves as a member of
the Board or compensation committee of any entity that has one or more executive
officers  serving  on  our  Board  or Compensation Committee. The members of our
Compensation  Committee  for  the  fiscal year ended March 31, 2001 were John D.
Arnold,  Theodore  J.  Coburn,  and  Dan  J.  Samuel.  Mr. Arnold provided legal
services  to  us  and received approximately $15,000 in legal fees during fiscal
year  2001.

ITEM  12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

          The  following  table  shows  information  regarding  the  beneficial
ownership  of  our  common  shares  as  of  July  10,  2001  for:

     -    each  of  our  directors;
     -    each  executive  officer  named  in  the  summary  compensation table;


                                        7
<PAGE>
     -    all  directors  and  executive  officers  as  a  group;  and
     -    each  person known to us to be the beneficial owner of more than 5% of
          our  outstanding  shares  of  common  stock.

     The  percentage  of beneficial ownership is based on 8,447,594 of shares of
common  stock  outstanding  as of July 10, 2001.  To our knowledge and except as
otherwise  indicated,  all  persons listed below have sole voting and investment
power  with  respect  to  their  shares  of  common  stock, except to the extent
authority  is  shared  by  spouses  under  applicable  law.  Each  director  and
executive  officer  listed  below  maintains  a  mailing address c/o Measurement
Specialties,  Inc.,  80  Little  Falls  Road,  Fairfield,  NJ  07004.

<TABLE>
<CAPTION>
                                     BENEFICIAL OWNER
                                   BENEFICIAL OWNERSHIP
                                    PRIOR TO OFFERING
                                    -----------------

                                    NUMBER OF            OPTIONS EXERCISABLE
                                     SHARES    PERCENT    WITHIN 60 DAYS(1)
BENEFICIAL OWNER
----------------
DIRECTORS AND EXECUTIVE OFFICERS:
<S>                                 <C>        <C>       <C>
Joseph R. Mallon, Jr
                                      565,840      6.5%               202,000
Damon Germanton(2)
                                      492,184      5.8                 40,000
Steven P. Petrucelli
                                      155,000      1.8                  9,000
Mark W. Cappiello
                                      141,200      1.7                  6,000
Kirk J. Dischino
                                       71,000        *                  6,000
Dan J. Samuel
                                       56,600        *                 35,000
John D. Arnold
                                       30,000        *                 10,000
Theodore J. Coburn                     27,200        *                 10,000
All directors and officers as
  a group
                                    1,540,024     17.6%               318,000
FIVE PERCENT STOCKHOLDERS:

Wellington Management                 535,000      6.3%                     -
Company, LLP(3)
75 State Street
Boston, MA 02109
<FN>


----------------
*  less  than  1%
(1)     Options exercisable within 60 days by the listed persons are included in
the  number  of  shares  beneficially
owned  by  the  listed  persons  and  the  percentage  ownership  calculations.
(2)     Includes  105,314  shares  held  for  Mr.  Germanton's  children.
(3)     Includes  141,000  shares  for  which  investment  discretion and voting
authority  is shared with Wellington Trust Company, NA; 140,000 shares for which
investment  discretion  is  shared  with Wellington International Management Pte
Ltd.  and  for  which Wellington Management Company has no voting authority; and
62,000  shares  for  which  Wellington  Management  has  no  voting  authority.
Information  as  to  Wellington  Management  Company  is to our knowledge, based
solely upon the Form 13F filed on May 15, 2001 by Wellington Management Company.
</TABLE>


                                        8
<PAGE>
ITEM  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     John D. Arnold, one of our directors, has provided legal services to us and
received  approximately $15,000 in legal fees during the fiscal year ended March
31,  2001.

     We  sublet  a residence used by employees in China from Damon Germanton, an
officer  and  director, under a month-to-month arrangement. Rent expense for the
fiscal  year  ended  March  31,  2001  was  approximately  $6,000.

     Steven  P.  Petrucelli,  one  of our directors, was paid $49,762 during the
fiscal year ended March 31, 2001 for his services as a consultant. Additionally,
we  donated  $20,571  in  the  fiscal year ended March 31, 2001 to the gifts and
grants  program of the Biomedical Engineering Department at Rutgers University's
College  of  Engineering,  where  Dr.  Petrucelli  is  a  professor.

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 25, 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  25,  2001
Joseph  R.  Mallon,  Jr.,  principal  executive  officer


/s/  Kirk  J.  Dischino                                         July  25,  2001
Kirk J. Dischino, principal financial and accounting officer

A  majority  of  the  Board  of  Directors:

     /s/  Joseph  R.  Mallon,  Jr.                              July  25,  2001
     Joseph  R.  Mallon,  Jr.,  Chairman

     /s/  John  D.  Arnold                                      July  25,  2001
     John  D.  Arnold,  Director

     /s/  Theodore  J.  Coburn                                  July  25,  2001
     Theodore  J.  Coburn,  Director


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     /s/  Damon  Germanton                                      July  25,  2001
     Damon  Germanton,  Director

     /s/  Steven  P.  Petrucelli                                July  25,  2001
     Steven  P.  Petrucelli,  Director

     /s/  Dan  J.  Samuel                                       July  25,  2001
     The  Hon.  Dan  J.  Samuel,  Director



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</DOCUMENT>
