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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOSTELNI JEFFREY C
   2. Issuer Name and Ticker or Trading Symbol
Measurement Specialties Inc [MEAS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President-Finance
(Last)
(First)
(Middle)
1000 LUCAS WAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/06/2012
(Street)

HAMPTON, VA 23666		 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)
Code V Amount (A) or (D) Price
Common Stock, no par value 02/06/2012   S   1,000 D $ 34.26 22,450 D  
Common Stock, no par value 02/06/2012   M   5,000 A $ 23.09 27,450 D  
Common Stock, no par value 02/06/2012   M   6,000 A $ 13.53 33,450 D  
Common Stock, no par value 02/06/2012   M   1,667 A $ 26.91 35,117 D  
Common Stock, no par value 02/06/2012   M   2,167 A $ 7.1 37,284 D  
Common Stock, no par value 02/06/2012   M   1,333 A $ 10.1 38,617 D  
Common Stock, no par value 02/06/2012   S   16,167 D $ 33.7929 22,450 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 23.09 02/06/2012   M     5,000   (1)   (2) Common Stock, no par value 5,000 $ 0 0 D  
Option (Right to Buy) $ 13.53 02/06/2012   M     6,000   (3)   (4) Common Stock, no par value 6,000 $ 0 24,000 D  
Option (Right to Buy) $ 26.91 02/06/2012   M     1,667   (5) 12/01/2020 Common Stock, no par value 1,667 $ 0 3,333 D  
Option (Right to Buy) $ 7.1 02/06/2012   M     2,167   (6)   (7) Common Stock, no par value 2,167 $ 0 2,167 D  
Option (Right to Buy) $ 10.1 02/06/2012   M     1,333   (8)   (9) Common Stock, no par value 1,333 $ 0 1,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOSTELNI JEFFREY C
1000 LUCAS WAY
HAMPTON, VA 23666		       Vice President-Finance  

Signatures

 /s/ Jeffrey C. Kostelni   02/07/2012
**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) The option, representing a right to purchase a total of 5,000 shares, became exercisable in five equal annual installments beginning on November 22, 2007, which was the first anniversary of the date on which the option was granted.
(2) The option, representing a right to purchase a total of 5,000 shares, expires in five equal annual installments beginning on November 22, 2012, which is the fifth anniversary of the date on which the option first became exercisable.
(3) The option, representing a right to purchase a total of 30,000 shares, became exercisable in five equal annual installments beginning on July 1, 2011, which was the first anniversary of the date on which the option was granted.
(4) The option, representing a right to purchase a total of 30,000 shares, expires in five equal annual installments beginning on July 1, 2016, which is the fifth anniversary of the date on which the option first became exercisable.
(5) The option, representing a right to purchase a total of 5,000 shares, became exercisable, with respect to 1,667 shares on each of December 1, 2011 and December 1, 2012, and with respect to 1,666 shares on December 1, 2013.
(6) The option, representing a right to purchase a total of 6,501 shares, became exercisable in three equal annual installments beginning on July 1, 2010, which was the first anniversary of the date on which the option first was granted.
(7) The option, representing a right to purchase a total of 6,501 shares, expires in three equal annual installments beginning on July 1, 2015, which is the fifth anniversary of the date on which the option first became exercisable.
(8) The option, representing a right to purchase 4,000 shares, became exercisable with respect to 1,333 shares on each of September 1, 2010 and September 1, 2011 and with respect to 1,334 shares on September 1, 2012.
(9) The option, representing a right to purchase 4,000 shares, expires with respect to 1,333 shares on each of September 1, 2015 and September 1, 2016, and with respect to 1,334 shares on September 1, 2017.

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