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):   February 6, 2004



                          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 February 6, 2004
              containing the summary of consolidated financial results for
              the second quarter of fiscal 2004.



Item 12.  Results of Operations and Financial Condition.

On February 6, 2004, 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 second quarter of fiscal 2004.  A copy of the Shareholder Letter is
attached hereto as
Exhibit 99.1.







                                   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:  February 6, 2004                      By: s/ ROGER U. WELLINGTON, JR.
                                             Name: Roger U. Wellington, Jr.
                                             Title: Vice President, Treasurer
                                                  and Chief Financial Officer


















                                  Page 2 of 2

EX-99

EXHIBIT 99.1

                          THE L. S. STARRETT COMPANY
                             Athol, Massachusetts

                                                            February 6, 2004

To the Stockholders:

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

Sales increased 1% as compared to the second quarter of last year and
reached the highest quarterly level that we have achieved in the last six
quarters.  We recorded a loss of $.28 per share in the quarter compared to a
$.09 loss last year.  All of the loss is attributable to the write-down ($3.2
million) of CMM inventory taken in this quarter.  Since the government
investigation started, we have experienced a significant decline in CMM sales
and it was our determination that we would not realize book value for the
existing inventory. This inventory write-down has a non-cash impact on the
Company.

Without this charge to inventory, we would have made a $.04 per share
profit in the quarter.  This improved performance reflects cost reductions
and a modest increase in factory hours, but was also helped by some LIFO
inventory reduction benefits and the fact that last year's performance was
hurt by exchange losses.  We continue to maintain a strong balance sheet and
our cash position improved during the quarter.

While these results are encouraging, they are nothing to shout about.
A return to a healthy level of profitability will require structural changes
in the business, which are ongoing.  For example, we recently closed one
warehouse operation and will close 50,000 sq. ft. of manufacturing space in
Pennsylvania before the end of the fiscal year and consolidate this with our
Evans Rule operations.

Our international businesses have performed better than our domestic
operations and we continue to expand the development of our Chinese
operations and other low-cost opportunities for manufacturing and outsourcing
throughout the world.

									D. A. Starrett
									President and CEO


                        SUMMARY OF CONSOLIDATED RESULTS

                                  13 Weeks Ended          26 Weeks Ended
                               12/27/03   12/28/02     12/27/03    12/28/02

Net sales                     45,420,132 44,827,725   86,094,673  90,163,099

Loss before income taxes and
  cumulative effect of change
  in accounting principle     (3,108,498)(1,339,028)  (5,058,567) (5,835,060)
Income tax benefit            (1,276,000)  (698,300)  (2,130,900) (2,659,000)
Loss before cumulative effect
  of change in accounting
  principle for goodwill      (1,832,298)  (640,728)  (2,927,667) (3,176,060)
Cumulative effect of change in
  accounting principle                                            (6,085,583)
Net Loss                      (1,832,298)  (640,728)  (2,927,667) (9,261,643)




Basic and diluted loss per
  share before cumulative
  effect of change in
  accounting principle              (.28)      (.09)        (.44)       (.48)
Cumulative effect of change in
  accounting principle for goodwill                                     (.93)
Basic and diluted loss per share    (.28)      (.09)        (.44)      (1.41)


Dividends per share                  .10        .20          .20         .40


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 risks and
uncertainties that could cause actual results to differ materially, including
statements concerning future financial performance, economic and political
conditions, write-downs and reserves, reorganization plans, currency
fluctuations and foreign operations.