Edgar Filing: GUIDONE FRANK D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GUIDONE FRANK D

2. Issuer Name and Ticker or Trading Symbol
MEASUREMENT SPECIALTIES INC [MSS]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

10 WASHINGTON AVE

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2005

(Street)

FAIRFIELD, NJ 07004-3877

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	03/10/2005		P		300	A	$ 25.24	303,810 ⁽²⁾	I ⁽¹⁾	(I)
Common Stock, no par value	03/10/2005		P		4,700	A	$ 25.25	308,510 ⁽²⁾	I ⁽¹⁾	(I)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GUIDONE FRANK D 10 WASHINGTON AVE FAIRFIELD, NJ 07004-3877	X		Chief Executive Officer

Signatures

Frank D. Guidone		03/10/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	On March 29, 2004 Four Corners Capital Partners, L.P. (FCCP)exercised a 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 previously 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 that 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.
(2)	The aggregate amount of common stock reported in column 5 shows all the shares held by FCCP. Of the 303,510 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.

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