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)




















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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











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8-K5-9-03qtrly.doc