VIA FACSIMILE AND U.S. MAIL

December 28, 2004

Roger U. Wellington, Jr.
Chief Financial Officer
The L.S. Starrett Company.
121 Crescent Street
Athol, Massachuetts 01331-1915

	RE:	Form 10-K for the fiscal year ended June 26, 2004
Form 10-Q for the period September 25, 2004
      File No. 1-367

Dear Mr. Wellington:

      We have reviewed your letter dated December 3, 2004 and have
the following comment.  Where indicated, we think you should
revise
your disclosures in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  Please understand that the purpose of our
review
process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in
your
filing.  We look forward to working with you in these respects.
We
welcome any questions you may have about our comments or on any
other
aspect of our review.  Feel free to call us at the phone numbers
listed below.

FORM 10-K FOR THE YEAR ENDED JUNE 26, 2004

Results of Operations

1. We have reviewed your response to comment 2.  Please disclose
the
reason why your non-GAAP financial measure provides useful
information to investors.  Please disclose how management uses
this
non-GAAP financial measure.

2. We have reviewed your response to comment 3.  Your LIFO
inventory
liquidation and CMM investigation is included in two consecutive
fiscal years.  In addition, you indicate that the company is
already
considering the relocation of other manufacturing capacity.  It
appears that your relocation charge is also recurring in nature
since
you are contemplating additional charges going forward.  Please
explain how your discussion of unusual charges meets the
requirement
of Item 10(e)(1)(ii)(B) of Regulation S-K or revise your MD&A to
remove this non-GAAP financial information.

Contractual Obligations

3. We have read your response to comment 4.  Please revise your
table
of contractual cash obligations to include estimated interest
payments on your debt and planned funding of your pension and
other
postretirement benefit obligations. We understand that these
payments
may be difficult to determine because they are sensitive to market
rate and investment performance assumptions.  However, you should
disclose any assumptions you made to derive the amounts included
in
the table.  Please provide us with an example of what your
disclosure
will look like in the future.

Operating Data

4. We have read your response to comment 15.  You indicate that
you
believe that your reporting units meet the aggregation criteria of
SFAS 131.  However, you do not address whether your reporting
units
have similar economic characteristics.  Please explain to us how
your
reporting units have similar economic characteristics including
similar long-term financial performance.  In addition, please tell
us
in detail how your reporting units are similar in each of the
following areas:
     a) The nature of the products and services
     b) The nature of the production process
     c) The type of class of customer for your products and
services
     d) The methods used to distribute your products or provide
your
services
e) If applicable, the nature of the regulatory environment, for
example,    banking, insurance, or public utilities.
 See paragraph 17 of SFAS 131.


*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.






      If you have any questions regarding these comments, please
direct them to Ernest Greene, Staff Accountant, at (202) 942-8091
or,
in his absence, to the undersigned at (202) 942-1774.

							Sincerely,



							Rufus Decker
      						Accounting Branch Chief

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Mr. Roger Wellington, Jr.
December 28, 2004
Page 1 of 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE