UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 2, 2005

                          MEASUREMENT SPECIALTIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEW JERSEY              1-11906            22-2378738
    ----------------------------     -------------      ----------
    (STATE OR OTHER JURISDICTION     COMMISSION FILE    (IRS EMPLOYER
          OF INCORPORATION)          NUMBER             IDENTIFICATION NO.)

             10 WASHINGTON AVENUE, FAIRFIELD, NEW JERSEY  07004-3877
             -------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

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

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW):

[ ]  WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17
CFR 230.425)

[ ]  SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR
240.14A-12)

[ ]  PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE
EXCHANGE ACT (17 CFR 240.14D-2(B))

[ ]  PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE
EXCHANGE ACT (17 CFR 240.13E-4(C))



SECTION 8 - OTHER EVENTS

ITEM 8.01  OTHER EVENTS.

On February 1, 2005, Measurement Specialties, Inc. ("MSI") acquired certain
assets of the industrial pressure sensing business of Polaron Components Ltd. in
the United Kingdom, for  1.2 million (approximately $2.25 million).  The assets
were acquired by the Company's China operation, MSI Sensors (China) Ltd.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)   The following exhibits are filed herewith:

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

Exhibit 99.1   Press Release of Measurement Specialties, Inc. dated
               February 2, 2005.



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.
(Registrant)

Date:  February 4, 2005

/S/ John P. Hopkins
-------------------
John P. Hopkins
Chief Financial Officer
(authorized officer and principal financial officer)