Measurement
Specialties, Inc.
1000
Lucas Way
Hampton,
VA 23666
(757)
766-1500
June
4,
2008
Via
EDGAR
Securities
and Exchange Commission
100
F.
Street, NE
Washington,
D.C. 20549
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Re:
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Measurement
Specialties, Inc.
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Withdrawal
of Registration Statement on Form S-3 filed June 29, 2004
File
No. 333-116967
To
Whom
It May Concern:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), Measurement Specialties, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission (the “Commission”) consent to the withdrawal
of the Company’s registration statement on Form S-3 (File No. 333-116967) filed
on June 29, 2004, together with all exhibits thereto (the “Registration
Statement”).
The
Registration Statement related to a proposed offering of common stock, no par
value per share, of the Company. The Registration Statement is now out of
date and the Company has elected not to pursue the registration of the
securities included in the Registration Statement at this time.
Accordingly, the Company requests that the Commission consent to the withdrawal
of the Registration Statement, on the grounds that such withdrawal is consistent
with the public interest and the protection of investors as contemplated by
Rule
477(a) of the Act. The
Company advises the Commission that the Registration Statement was never
declared “effective” and that no securities have been sold in connection with
the Registration Statement.
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Respectfully
submitted,
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/s/
Mark Thomson
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Mark
Thomson
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Chief
Financial Officer
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Mr.
Alan
Morris
Securities
and Exchange Commission
Division
of Corporation Finance