MEASUREMENT SPECIALTIES INC
8-K, 1998-06-01
MEASURING & CONTROLLING DEVICES, NEC
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MEASUREMENT SPECIALTIES, INC.                         
80 Little Falls Road, Fairfield, New Jersey 07004
(201) 808-1819                                                             

ITEM 5. OTHER EVENTS.

On May 21, 1998, Measurement Specialties, Inc. (the "Registrant") and AMP 
Incorporated (AMP) announced that they had signed a nonbinding letter of intent 
to acquire the Sensors Division of AMP.  A copy of the press release announcing 
the signing of the letter is attached as Exhibit 99.1


ITEM 7. FINANCIAL STATEEMNTS, PRO FORMA FINANCIAL INFORAMTION AND EXHIBITS.

(a)Financial Statements of Business Acquired.

Financial statements of business acquired are not required as per Rule 3-05(b) 
of Regulation S-X.
  
(b)Pro Forma Financial Information.

Pro forma financial information is not required as per Rule 11-01 (c) of 
Regulation S-X.

(c)Exhibits.

99.1 Press release regarding nonbinding letter of intent between Registrant and 
AMP Incorporated, dated May 21, 1998     



SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.



MEASUREMENT SPECIALTIES, INC.
(Registrant)

                                       Kirk J. Dischino                     
Date:  May 26, 1998                    Chief Financial Officer


KCSA W0RLDWIDE
Public & Investor Relations, Corporate & Marketing Communications

CONTACT:
Joseph Mallon, CEO. Kirk J. Dischino, CFO

Measurement Specialties, Inc.
973-808-1819

Or

Robert Giordano /Joseph A. Mansi

KCSA Worldwide
212-682-6300 ext. 289/205


FOR IMMEDIATE RELEASE
MEASUREMENT SPECIALTIES, INC. AGREES TO ACQUIRE SENSORS DIVISION OF AMP, 
INCORPORATED


FAIRFIELD, NJ, May 21, 1998 -- Measurement Specialties, Inc. (AMEX: MSS) 
announced today that it has signed a nonbinding letter of intent to acquire the 
Sensors Division of AMP Incorporated.

The letter of intent is subject to final due diligence and execution of a 
definitive contract. The transaction is expected to close during the second 
fiscal quarter ending September 1998.

The Sensor Division, with calendar 1997 sales of approximately $8 million, is 
the leader in designing, manufacturing and marketing piezoelectric polymer 
sensors. These sensors are marketed for industrial, consumer and instrumentation
applications. The transaction is expected to be financed with debt raised as an 
extension of the Company's existing banking relationship.

Joseph R. Mallon, Jr., CEO, commenting on the transaction, said, "This is a 
significant step in the expansion of our industrial business unit. The 
acquisition is an excellent fit. The technology complements ours and broadens 
our OEM product offerings. Furthermore we will benefit from efficiencies in 
manufacturing and distribution that will result from the combination.

The transaction furthers the Company's strategy of expanding its industrial 
sales while continuing to grow its core consumer business."

Measurement Specialties, Inc. designs, develops, manufactures and markets low 
cost, sensor-based electronic measurement devices for consumer and industrial 
products.

# # #

The forward-looking statements above involve a number of risks and 
uncertainties. Factors that might cause actual results to differ materially 
include - conditions in the general economy and in the markets served by the 
Company, competitive factors, such as price pressures and the potential 
emergence of rival technologies. interruptions of suppliers' operations 
affecting availability of component materials at reasonable prices,- timely 
development and market acceptance of new products: success in identifying, 
financing and integrating acquisition candidates, - changes in product mix, 
costs and yields, fluctuations in foreign currency exchange rates; uncertainties
related to doing business in Hong Kong and China, and the risk factors listed 
from time to time in the Company's SEC reports. The Company assumes no 
obligation to update the information in this issue.

This release is available on the KCSA Worldwide website at www.kcsa.com


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