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)  February 15, 2002
                                                  -----------------


                          MEASUREMENT SPECIALTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)


         New Jersey                  001-11906                 22-2378738
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(State or Other Jurisdiction)  (Commission File Number)      (IRS Employer
     of Incorporation                                      Identification No.)


80  Little  Falls Road, Fairfield, New Jersey                     07004
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(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code  (973) 808-1819
                                                   -----------------------------


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          (Former Name or Former Address, if Changed Since Last Report)



ITEM  5.  OTHER  EVENTS

     On  February  15,  2002,  Measurement  Specialities,  Inc. issued the press
release  attached  hereto  as Exhibit 99.1 and incorporated herein by reference.


ITEM  7.  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL INFORMATION AND EXHIBITS

(c)  The  following  exhibit  is  filed  herewith:

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

Exhibit 99.1        Press Release dated February 15, 2002



                                   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:  February 15, 2002                By: /s/ Joseph R. Mallon, Jr.
                                            -----------------------------
                                            Joseph R. Mallon, Jr.
                                            Chairman and Chief Executive Officer