8-K

                      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 8, 2003



                          THE L.S. STARRETT COMPANY
             (Exact name of registrant as specified in its charter)


          Massachusetts                 1-367              04-1866480
  (State or Other Jurisdiction       (Commission         (IRS Employer
        of Incorporation)            File Number)      Identification No.)



                  121 CRESCENT STREET, ATHOL, MASSACHUSETTS  01331
                (Address of principal executive offices)  (Zip Code)



Registrant's telephone number:   978-249-3551




          (Former name or former address, if changed since last report)




















                                  Page 1 of 2
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits
       99.1     Quarterly Shareholder Earnings Letter dated May 8, 2003
                containing the summary of consolidated financial results for
                the third quarter of fiscal 2003.



Item 12.  Results of Operations and Financial Condition.

On May 8, 2003, the L.S. Starrett Company (the "Company") issued a Quarterly
Shareholder Earnings Letter (the "Shareholder Letter") which contained a
summary of the Company's consolidated financial results for its third quarter
of fiscal 2003.  A copy of the Shareholder Letter is attached hereto as
Exhibit 99.1.




                                 EXHIBIT INDEX

Exhibit No.                              Description

  99.1              Quarterly Shareholder Earnings Letter dated May 8, 2003
                    containing the summary of consolidated financial results
                    for the third quarter of fiscal 2003.




                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             THE L.S. STARRETT COMPANY


Date:  May 9, 2003                           By: s/ ROGER U. WELLINGTON, JR.
                                             Name: Roger U. Wellington, Jr.
                                             Title: Vice President, Treasurer
                                                  and Chief Financial Officer











                                  Page 2 of 2
8-K5-9-03qtrly.doc

EX-99

EXHIBIT 99.1

                          THE L. S. STARRETT COMPANY
                             Athol, Massachusetts

                                                                  May 8, 2003

To the Stockholders:

Presented below are the comparative operating figures for the Company
for the periods ended in March 2003 and 2002.

Third quarter sales are down 9% as compared to the corresponding
quarter of last year and in the quarter we recorded a loss of $.19 per share.
A charge of $600,000 ($.06 per share after tax) for anticipated legal
expenses in regard to the government's investigation of the Company's
Coordinate Measuring Machine Division was taken during the March quarter.

Domestic sales contributed to most all of the decline in sales and is
the result of continued depressed U.S. manufacturing activity, which reflects
a lack of confidence in the economy and some marginal effect from the Iraq
War.  On a positive note, our international sales have increased modestly, as
we continue our efforts to expand globally.  Operations for the quarter
generated approximately $5,000,000 of cash, as our efforts to reduce
inventory remain successful.

As the Iraq War begins to wind down, the number one priority has to
turn to the economy.  The combination of unclear economic policy, budget
uncertainties, and fiscal crisis at state and local levels have the country
wallowing in recession.  It is imperative that Congress take quick and
decisive action on the tax cut and pass the budget in order to restore
confidence and get the economy headed in the right direction.


									D. A. Starrett
									President and CEO

                        SUMMARY OF CONSOLIDATED RESULTS

                                  13 Weeks Ended          39 Weeks Ended
                               03/29/03   03/30/02     03/29/03    03/30/02

Net sales                     41,525,189 45,418,802  131,688,288 136,858,849

Loss before income taxes and
  cumulative effect of change
  in accounting principle     (2,255,348)(1,128,162)  (8,090,408) (2,200,138)
Income tax benefit              (988,000)  (666,600)  (3,647,000) (1,389,400)
Loss before cumulative effect
  of change in accounting
  principle                   (1,267,348)  (461,562)  (4,443,408)   (810,738)
Cumulative effect of change in
  accounting principle                                (6,085,583)
Net Loss                      (1,267,348)  (461,562) (10,528,991)   (810,738)




Basic and diluted loss per
  share before cumulative
  effect of change in
  accounting principle              (.19)      (.07)        (.67)       (.12)
Cumulative effect of change in
  accounting principle                                      (.93)
Basic and diluted loss per share    (.19)      (.07)       (1.60)       (.12)


Dividends per share                  .20        .20          .60         .60


The above figures are in part estimates and are subject to audit and year-end
adjustments. Except for historical information contained herein, the matters
discussed may involve forward-looking statements subject to riskd and
uncertainties that could cause actual results to differ materially, including
statements concerning future financial performance, economic and political
conditions, currency fluctuations and foreign operations.