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) JULY 16, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.


On  July 16, 2004, Measurement Specialties, Inc. (the "Registrant") acquired the
assets  of Encoder Devices LLC (the "Encoder") for $4.4 million ($4 million cash
at  close  plus  a  deferred  payment  of  $0.4  million).

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

     (a)   Not Applicable
     (b)   Not Applicable
     (c)   The following  exhibits  are  filed  herewith:


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

     Exhibit 99.1   Asset Purchase Agreement dated as of July 16, 2004 between
                    Measurement Specialties, Inc., and Encoder Devices, LLC.

     Exhibit 99.2   Press Release of Measurement Specialties, Inc. dated
                    July 19, 2004.



                                   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:  July 16, 2004                   By:  /s/  John P. Hopkins
                                            -----------------------------------
                                              John P. Hopkins
                                              Chief Financial Officer