SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Thompson Mitchell L

(Last)

(First)

(Middle)

1000 LUCAS WAY

(Street)

HAMPTON

23666

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2008

3. Issuer Name and Ticker or Trading Symbol
Measurement Specialties Inc [ meas ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Technology

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	1,979	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	04/14/2004	04/14/2009	Common Stock, no par value	560	$3.81	D
Option (right to buy)	11/07/2005⁽¹⁾	11/07/2010⁽¹⁾	Common Stock, no par value	420	$1.64	D
Option (right to buy)	11/22/2007⁽²⁾	11/22/2012⁽²⁾	Common Stock, no par value	5,000	$23.09	D
Option (right to buy)	12/03/2008⁽³⁾	12/03/2013⁽³⁾	Common Stock, no par value	2,001	$23.9	D
Option (right to buy)	05/01/2009⁽⁴⁾	05/01/2014⁽⁴⁾	Common Stock, no par value	10,000	$17.08	D

Explanation of Responses:

1. 240 shares exercisable on 11/7/05 and 180 shares exercisable on 11/7/06; 240 shares expire on 11/7/10 and 180 shares expire on 11/7/11.

2. 1,000 shares exercisable on 11/22/07, 11/22/08, 11/22/09, 11/22/10 and 11/22/11; 1,000 shares expire on 11/22/12, 11/22/13, 11/22/14, 11/22/15 and 11/22/16.

3. 667 shares exercisable on 12/3/08, 12/3/09 and 12/3/10; 667 shares expire on 12/3/13, 12/3/14 and 12/3/15.

4. 3,333 shares exercisable on 5/1/09 and 5/1/10 and 3,334 exercisable on 5/1/11; 3,333 shares expire on 5/1/14 and 5/1/15 and 3,334 expire on 5/1/16.

	Mitch Thompson	07/01/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.