SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 17, 2004

                          MEASUREMENT SPECIALTIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         NEW  JERSEY                    001-11906               22-2378738
(STATE  OR  OTHER  JURISDICTION     (COMMISSION  FILE         (IRS EMPLOYER
      OF  INCORPORATION)                 NUMBER)            IDENTIFICATION NO.)



              710 RT 46 EAST, SUITE 206, FAIRFIELD NEW JERSEY 07004
              -----------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (973) 808-3020


          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



ITEM 9.  REGULATION FD DISCLOSURE.


On May 17, 2003, the registrant issued the press release attached as Exhibit
99.1.





                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                          MEASUREMENT SPECIALTIES, INC.


Date:  May  21,2004             By: /s/ John  P.  Hopkins
                                       -----------------------------------
                                       John  P.  Hopkins
                                       CFO



                                  EXHIBIT INDEX

     EXHIBIT  NO.     DESCRIPTION
     -----------      -----------

     Exhibit  99.1    Press  Release  of  Measurement  Specialties,  Inc.  dated
                      May  17,  2004.