8-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                 DATE OF REPORT
                        (DATE OF EARLIEST EVENT REPORTED)

                                  May 24, 2004



                                 ASTRO-MED, INC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                         COMMISSION FILE NUMBER 0-13200



        RHODE ISLAND                                05-0318215
        (STATE  OR OTHER JURISDICTION OF            (IRS EMPLOYER IDENTIFICATION
        INCORPORATION OR ORGANIZATION)              NUMBER)


                600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)



                                 (401-828-4000)
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
(c)      Exhibit

Exhibit no.       Exhibit

99.1              Press Release dated May 24, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 24, 2004, Astro-Med,  Inc. (the "Company") issued a press release in
which it disclosed unaudited financial  information related to fiscal 2005 first
quarter  consolidated  earnings.  The release also includes  non-GAAP  financial
information  for pro forma net income and pro forma net income per diluted share
excluding a one-time non-cash tax valuation allowance benefit adjustment for the
three-months  ending  May 1, 2004 and a  reconciliation  of net  income  and net
income per  diluted  share as  reported  under GAAP.  The  Company's  management
believes that the presentation of the pro forma data provides useful information
to  investors  as it  eliminates  an unusual one time  benefit to  earnings  and
facilitates a better  understanding  of the Company's  results of operations.  A
copy of the press release relating to such announcement,  dated May 24, 2004, is
attached  hereto as Exhibit 99.1 and is incorporated  herein by reference.

     This information  shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.




SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned thereunto duly authorized.

DATE: May 24, 2004                           ASTRO-MED, INC.



                                             By:   /s/ Joseph P. O'Connell
                                                ------------------------------
                                                       Joseph P. O'Connell
                                                       Vice President, Treasurer
                                                       and Chief Financial Officer






          Exhibit No.                       Exhibit
          -----------                       -------

          99.1                              Press Release Dated May 24, 2004

EX-99

                                                    Exhibit 99.1 - Press Release
- --------------------------------------------------------------------------------
                                  PRESS RELEASE
- --------------------------------------------------------------------------------

                                 ASTRO-MED, INC.
                            600 East Greenwich Avenue
                        West Warwick, Rhode Island 02893

                    Astro-Med Reports First Quarter Results;
                     Directors Declare Regular Cash Dividend

For Immediate Release

Contact:        Albert W. Ondis
                Joseph P. O'Connell                                May 24, 2004
                Astro-Med, Inc.
                (401) 828-4000


West Warwick,  RI, May 24, 2004 --  Astro-Med,  Inc.  (NASDAQ:ALOT)  reports net
income  of  $1,598,000,  equal  to 27*  cents  per  diluted  share,  on sales of
$14,242,000,  for the First Quarter ended May 1, 2004. During the First Quarter,
the Company realized a one-time non-cash tax benefit of $939,000.  Excluding the
tax benefit,  on a pro forma basis, net income was $659,000,  equal to 11* cents
per diluted share. (See reconciliation of non-GAAP financial information for pro
forma net income and pro forma net income per diluted share.)

During the  corresponding  period of the previous year, the Company reported net
income  of  $506,000,  equal  to 11*  cents  per  diluted  share,  on  sales  of
$13,214,000.

Commenting on the results,  Albert W. Ondis,  Chief Executive  Officer,  stated:
"Sales  from all three of the  Company's  product  groups are  pointing  upward.
QuickLabel(R)Systems  grew 15% from the corresponding period of last year, while
Test    &    Measurement    grew   52%.    During   the   First    Quarter,
Grass-Telefactor(R)resumed the growth pattern that began early in FY 2004.

"Operating  income of  $936,000  in the First  Quarter  was  nearly  double  the
$487,000  earned in the  corresponding  period of last year. New orders continue
strong and with several new products about to be  introduced,  we are optimistic
about the balance of the year.

"Our  balance  sheet  remains  strong  with cash and  marketable  securities  of
$12,000,000, a current ratio of 5:1 and no debt."

On May 24,  2004,  Directors of Astro-Med  declared the regular  quarterly  cash
dividend  of four  cents per share  payable on July 1, 2004 to  shareholders  of
record on June 18, 2004.

The First Quarter  conference call will be held on Monday,  May 24, 2004 at 5:00
PM EDT. It will be broadcast in real time on the Internet through our website at
www.astro-med.com.  We invite you to log on and listen in on May 24th, or access
the broadcast any time for up to 5 days following the event.

Astro-Med,  Inc.  is a  leading  manufacturer  of high tech  specialty  printing
systems,   electronic   medical   instrumentation,   and  test  and  measurement
instruments employed around the world in a wide range of industrial, scientific,
and medical applications.


                                 ASTRO-MED, INC.

                                  First Quarter

                                                     May 1, 2004            May 3, 2003
                                                     -----------            -----------

    Net Sales                                           $14,242,000          $13,214,000
    Net Income                                          $ 1,598,000           $ 506,000
    Basic Net Income Per Share                             $0.30                $0.11
    Diluted Net Income Per Share                           $0.27                $0.11
    Dividends Per Share                                    $0.04                $0.04
    Weighted Average Common Shares
       Outstanding - Basic                               5,245,385*           4,678,072*
    Weighted Average Common Shares
       Outstanding - Diluted                             5,850,848*           4,681,537*

     * Net income per diluted share for all periods has been restated to reflect
     the  impact of the 10% stock  dividend  declared  on April 19,  2004 by the
     Board of Directors for shareholders of record on May 4, 2004. The impact of
     the restated net income per share on the prior year is a follows:

                                                   Net Income Per                     Net Income Per
                                                   Share - Diluted                   Share - Diluted
                                                     As Reported                       As Restated
                                                     -----------                       -----------
    May 3, 2003 - Quarter                               $0.12                             $0.11
    August 2, 2003 - Quarter                            $0.18                             $0.16
    November 3, 2003 - Quarter                          $0.17                             $0.16
    January 31, 2004 - Quarter                          $0.18                             $0.17
                                                        -----                             -----
    Fiscal Year January 31, 2004                        $0.66                             $0.60
                                                        =====                             =====

Reconciliation of Non-GAAP Financial Information
- ------------------------------------------------

     In an effort to  provide  investors  information  regarding  the  Company's
results,  the Company  disclosed  certain Non-GAAP  information which management
believes provides useful information to the investor.

     A reconciliation of net income and net income per diluted share as reported
under GAAP to the pro forma net  income  and pro forma net  income  per  diluted
share excluding the one-time non-cash tax valuation allowance benefit adjustment
for the three-months ending May 1, 2004 is as follows:


                                       GAAP Basis            Adjusted         Pro Forma Basis
                                       ----------            --------         ---------------
    Income Before Taxes                $1,031,000               $               $1,031,000
                                                                -
    Income Tax Benefit (Expense)           567,000            939,000             (372,000)
                                     ----  -------       --   -------      ---    ---------
    Net Income                         $1,598,000            $939,000            $ 659,000
                                        =========            ========            =========

    Net Income Per Share - Diluted        $0.27               $0.16                $0.11
                                          =====               =====                =====




                              Safe Harbor Statement

     This news release contains forward-looking  statements,  and actual results
may vary from those expressed or implied herein. Factors that could affect these
results  include  those  mentioned in  Astro-Med's  FY2004 annual report and its
annual and quarterly filings with the Securities and Exchange Commission.