X0201 4 2004-03-29 0 0000778734 MEASUREMENT SPECIALTIES INC MSS 0001253077 GUIDONE FRANK D 710 ROUTE 46 EAST FAIRFIELD NJ 07004 1 1 0 0 Chief Executive Officer Common Stock, no par value 2004-03-29 4 M 0 600000 3.16 A 652725 I (I) Common Stock, no par value 2004-03-29 4 F 0 99215 19.11 D 553510 I (I) Stock Purchase Warrant (right to buy) 3.16 2004-03-29 4 M 0 600000 0 D 2004-01-22 2013-04-30 Common Stock 600000 0 I (I) Four Corners Capital Partners, L.P. (FCCP) has exercised the warrant to purchase an aggregate of 600,000 shares of common stock and elected to pay the exercise price of the warrant by having the Company withhold a number of shares having a fair market value equal to the exercise price. Based on the closing price of $19.11 on 3/29/2004, FCCP received 500,785 shares of common stock from this transaction. Mr. Guidone is a limited partner of FCCP and a member of the general partner of FCCP. Mr. Guidone disclaims beneficial ownership of the shares held by FCCP except to the extent of his pecuniary interest therein. The aggregate amount of common stock reported in column 5 shows all the shares held by FCCP. Of the 52,725 shares held by FCCP prior to this transaction, FCCP received 40,725 shares through a distribution by Corporate Revitalization Partners, LLC (CRP) to its partners, including FCCP. CRP held 153,415 shares prior to the distribution. Mr. Guidone is a managing director of CRP and a member of the limited partner of CRP. Mr. Guidone disclaims beneficial ownership of the shares held by FCCP and CRP except to the extent of his pecuniary interest therein. 210,000 shares vested on 9/18/2003, 180,000 shares vested on 10/24/2003, 120,000 shares vested on 11/28/2003, and 90,000 shares vested on 1/22/2004. Frank D. Guidone 2004-03-31