Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thompson Mitchell L
 2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2008		 3. Issuer Name and Ticker or Trading Symbol
Measurement Specialties Inc [meas]
(Last)
(First)
(Middle)
1000 LUCAS WAY		 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 Original Filed(Month/Day/Year)
(Street)

HAMPTON, VA 23666		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Mitchell L
1000 LUCAS WAY
HAMPTON, VA 23666		       Vice President, Technology  

Signatures

Mitch Thompson 07/01/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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