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###### Securities and Exchange Commission

          - [File No. 1-11906]

                    On September 8, 2005, Measurement Specialties, Inc., a New Jersey corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”),                           ( print page 57907)                        pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 12d2-2(d) thereunder,[2]                                          to withdraw its common stock, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).                

The Issuer stated that it determined it is the best interest of the Issuer to withdraw the Security from Amex and list the Security on the Nasdaq National Market (“Nasdaq”).

The Issuer stated that it has met the requirements of Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration by complying with all the applicable laws in effect in the State of New Jersey, the state in which it is incorporated.

                    The Issuer's application relates solely to the withdrawal of the Security from listing on Amex and from registration under Section 12(b) of the Act,[3]                                          and shall not affect its obligation to be registered under Section 12(g) of the Act.[4] 

Any interested person may, on or before October 21, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​delist.shtml ); or                
    - Send an e-mail to rule-comments@sec.gov.                      Please include the File Number 1-11906 or;                

### Paper Comments

    - Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303.

                    All submissions should refer to File Number 1-11906. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (                    *http://www.sec.gov/​rules/​delist.shtml*). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.                

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5] 

Jonathan G. Katz,

Secretary.

# Footnotes

1.                             15 U.S.C. 78*l*                        (d).                    
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2.                             17 CFR 240.12d2-2(d).                    
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3.                             15 U.S.C. 78*l*                        (b).                    
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4.                             15 U.S.C. 78*l*                        (g).                    
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5.                                 17 CFR 200.30-3(a)(1).                        
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[FR Doc. 05-19805 Filed 10-3-05; 8:45 am]

BILLING CODE 8010-01-P