THE L. S. STARRETT COMPANY                                   EXHIBIT 10c
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


Section 1. The L. S. Starrett Company (the "Company") has adopted the
Plan set forth herein. The Plan is intended to be "a plan which is unfunded
and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly-compensated
employees" within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA. The Plan shall be interpreted and administered to the
extent possible in a manner consistent with the foregoing. The effective
date of the Plan shall be the date the Plan is executed, but the Plan
permits retroactive participation and credits certain service and
compensation prior to that date.

Section 2. Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required in the
context.

"Administrator" means the Company, but the Company has delegated
to the Retirement Committee the responsibility to perform such
administrative functions under the Plan as are hereinafter specified.

"Disability" has the same meaning given such term under the
Retirement Plan.

"Eligible Employee" means the Chief Executive Officer,
President, Vice Presidents and Treasurer of the Company and each other
key management employee of the Company and its subsidiaries. However,
eligibility to participate in the Plan shall at all times be limited
so that the Plan qualifies as a plan satisfying the standard set forth
in the second sentence of Section 1.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time. References to any section or
subsection of ERISA include references to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.

"Participant" means an Eligible Employee who has been selected
by the Board of Directors of the Company to participate in the Plan.
No one shall be deemed to have become a Participant prior to July 1,
1996.

"Plan" means The L. S. Starrett Company Supplemental Executive
Retirement Plan as set forth herein, and all subsequent amendments
hereto.

"Plan Year" means each 12-month period ending on June 30.

"Retirement Plan" means The Retirement Plan for Employees of The
L.S.	Starrett Company as in effect from time to time.

Section 3. An Eligible Employee who has become a Participant in the
Plan shall continue to be a Participant so long as any amount remains
payable to him or her under the Plan. The Board of Directors of the Company
may terminate an employee's participation in the Plan prospectively for any
reason, including, but not limited to, the Administrator's determination
that such termination is necessary in order to maintain the Plan as a "plan
which is unfunded and is maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management or
highly-compensated employees" within the meanings of sections 201(2),
301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. The Administrator may
similarly terminate an employee's participation in the Plan retroactively
for any reason, subject to Section 9.

Section 4. This Plan shall provide each Participant with a pension
benefit, payable out of the general assets of the Company, equal to the
excess of (i) the benefit to which the officer would be entitled under the
Retirement Plan if the terms of the Retirement Plan were applied without
regard to the annual limit on compensation established under Internal
Revenue Code section 401(a)(17) (or any comparable or succeeding provisions
of any legislation which amends, supplements or replaces such section) and
any corresponding limits within the Retirement Plan, over (ii) the officer's
actual benefit under the Retirement Plan. The pension benefit under this
Plan shall be paid in the same form and at the same time or times as the
Participant's benefit under the Retirement Plan. If a Participant in the
Plan ceases to be employed by the Company and its subsidiaries by reason of
a termination for "cause" at any time, or for any other reason (other than
death or Disability) prior to having worked for at least five years for the
Company and its subsidiaries, the Participant shall be entitled to no
benefit under this Plan. "Cause" shall mean (i) the Participant's failure to
perform, or material negligence in the performance of, his or her duties or
responsibilities to the Company or any of its subsidiaries; (ii) fraud,
embezzlement, or other material dishonesty with respect to the Company or
any of its subsidiaries; or (iii) conduct materially harmful to the
business, interests or reputation of the Company or any of its subsidiaries.
Participants ineligible for a benefit from the Retirement Plan by reason of
insufficient service shall be ineligible for a benefit hereunder.

In the event of the Participant's death, his or her beneficiaries (as
designated under the Retirement Plan) or, if none, the Participant's estate,
shall be entitled to receive any payments under this Plan at the same time
and in the same manner as payments under the Retirement Plan.

Section 5. The Administrator shall oversee the administration of the
Plan. However, the Board of Directors of the Company shall have final and
binding discretionary authority to select Eligible Employees to become
Participants in the Plan. The Administrator shall have exclusive and
complete discretionary control and authority to interpret the Plan and to
administer all aspects of the Plan, including, without limitation, the
power: to appoint agents and counsel; to determine the rights and benefits
and all claims, demands and actions arising out of the provisions of the
Plan of any person having or claiming to have any interest under the Plan in
a manner consistent with Section 6; and to decide all other matters under
the Plan. Such interpretation and decision shall be final, conclusive and
binding on all Plan Participants and any person claiming under or through
any Participant, in the absence of clear and convincing evidence that the
Administrator acted arbitrarily and capriciously. Any individual serving as
Administrator, or on a committee acting as Administrator, who is a
Participant in the Plan will not vote or act in any manner relating solely
to himself or herself. When making a determination or calculation, the
Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, or the Company. The Administrator shall be
deemed to be the Plan administrator, except that the responsibility for
complying with any reporting and disclosure requirements of ERISA is hereby
delegated to the Company's Treasurer.

Section 6. If any person believes he or she is being denied any rights
or benefits under the Plan, such person may file a claim in writing with the
Administrator. If any such claim is wholly or partially denied, the
Administrator will notify such person of its decision in writing. Such
notification will contain specific reasons for the denial, specific
reference to pertinent Plan provisions, a description of any additional
material or information necessary for such person to perfect such claim and
an explanation of why such material or information is necessary, and
information as to the steps to be taken if the person wishes to submit a
request for review. Such notification will be given within 90 days after the
claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period). If such notification is not given within
such period, the claim will be considered denied as of the last day of such
period; and such person may request a review of his or her claim. Within 60
days after the date on which a person receives a written notice of a denied
claim (or, if applicable, within 60 days after the date on which such denial
is considered to have occurred), such person (or his or her duly authorized
representative) may file a written request with the Administrator for a
review of his or her denied claim and of pertinent documents and may submit
written issues and comments to the Administrator. The Administrator will
notify such person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such person and will
contain specific reasons for the decision, as well as specific references to
pertinent Plan provisions. The decision on review will be made within 60
days after the request for review is received by the Administrator (or
within 120 days, if special circumstances require an extension of time for
processing the request, such as an election by the Administrator to hold a
hearing, and if written notice of such extension and circumstances is given
to such person within the initial 60-day period). If the decision on review
is not made within such period, the claim will be considered denied.

Section 7. The Company agrees to indemnify and to defend to the
fullest extent permitted by law any director, officer or employee of the
Company or any affiliated entity who serves as the Administrator or as a
member of a committee appointed to serve as Administrator, or who assists
the Administrator in carrying out its duties as part of his or her
employment (including any such individual who formerly served in any such
capacity) against all liability, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any claims approved by the
Company) occasioned by any act or omission to act in connection with the
Plan, if such act or omission is in good faith.

Section 8. This Plan is strictly a voluntary undertaking on the part
of the Company and shall not be deemed to constitute a contract between the
Company and any employee or a consideration for, or an inducement or a
condition of employment for, the performances of services by any employee.
Participation in this Plan shall not give any person the right to be
retained in the employ of the Company or any of its affiliates nor any right
or interest in the Plan other than is herein provided. The Company reserves
the right to dismiss any Participant without any liability for any claim
against the Company, except to the extent provided herein.

Section 9. The Company reserves absolutely the right to amend or
terminate this Plan at any time by an instrument in writing which has been
executed on its behalf by an officer thereof provided, however, that no such
amendment or termination shall adversely affect the rights of any
Participant with respect to the actuarial equivalent of the amount of any
benefits payable to him or her as of the date of such amendment or
termination. Subject to the foregoing, the Plan may be amended as to active
as well as retired or terminated Participants.

Section 10. All payment of benefits under the Plan shall be made from
the general assets of the Company. The Company shall not be required to set
aside or segregate any assets of any kind to meet its obligations hereunder.
Each Participant and beneficiary will be an unsecured general creditor of
the Company with respect to all benefits payable under the Plan. Nothing in
this Plan will be construed to give any individual rights to any specific
assets of the Company or other person or entity.

Section 11. The rights and obligations of the Company shall inure to
the benefit of and shall be binding upon its successors and assigns.

Section 12. None of the benefits, payments, proceeds or claims of any
Participant or beneficiary shall be subject to any claim of any creditor of
the Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any creditor,
nor shall any Participant or beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign the payment or proceeds
which he or she may expect to receive, continently or otherwise, under this
Plan. To the extent required by law, the foregoing shall not apply to the
payment of benefits under the Plan pursuant to the terms of a qualified
domestic relations order within the meaning of Code section 414(p), all as
determined by the Administrator in its discretion.

Section 13. All distributions from the Plan shall be subject to, and
reduced by, applicable tax withholding. To the extent benefits payable under
the Plan are determined by the Company to be subject to FICA, Medicare or
FUTA tax prior to distribution, the Company in its discretion may withhold
the required taxes from other amounts payable to the Eligible Employee or
may require the Eligible Employee to pay the required taxes by separate
check. To the extent a Participant fails to pay or provide for such taxes as
required, the Administrator may suspend the Participant's participation in
the Plan or reduce the benefits payable hereunder.

Section 14. If any provision of this Plan shall be held invalid or
unenforceable, the invalidity or unenforceability shall not affect any other
provision hereof, and this Plan shall be construed and enforced as if such
provision had not been excluded.

Section 15. It is intended that this Plan will comply with all
applicable laws and government regulations, and the Company shall not be
obligated to perform an obligation hereunder in any case where, in the
opinion of the Company's counsel, such performance would result in the
violation of any law or regulation.

Section 16. This Plan shall be construed, administered and governed in
all respects under and by the laws of The Commonwealth of Massachusetts to
the extent not preempted by ERISA. This Plan shall for all purposes be
deemed to have become subject to Part 1 of Subtitle B of Title I of ERISA on
the date of execution set forth below.

IN WITNESS WHEREOF, The L. S. Starrett Company has caused this Plan to
be executed by its duly authorized officer this 15th day of June, 1998.

THE L. S. STARRETT COMPANY


By: S/D.R.Starrett