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 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 May 6, 2004
              containing the summary of consolidated financial results for
              the third quarter of fiscal 2004.



Item 12.  Results of Operations and Financial Condition.

On May 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 third 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:  May 7, 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

                                                                 May 6, 2004

To the Stockholders:

Presented below are the comparative operating figures for the Company
for the periods ended in March 2004 and 2003.

Results for the third quarter below show an improved trend in both
sales and earnings that we began to see in the previous quarter.  Both our
domestic and international operations contributed to this improvement.

Compared to the third quarter of last fiscal year, sales are up
approximately 8% and we recorded a profit of $.07 per share compared to a
loss of $.19 last year.  While this is good news, and the best quarter since
June 2001, it is tempered by the fact that about one-half of the sales gain
was exchange related due to the weakening of the U.S. dollar.  Our earnings
were  helped  from LIFO inventory benefits as a result of our ability to
reduce inventories, tax benefits, and also lower costs associated with the
government investigation.

During the quarter, our domestic business bounced back modestly, and
while I remain optimistic, I am concerned that we may have  the steam taken
out of this improvement as a result of rapidly escalating steel prices due to
surcharges, and gasoline prices, which are increasing our product and
transportation costs.

The economy has taken a backseat recently to the conflict in Iraq, but
our political leadership cannot lose sight of the fact that we need to keep
the economy on a steady upward track and should be the focal point of our
Administration.  We cannot win the war on terror without a strong economy and
manufacturing base to support our efforts.


									D. A. Starrett
									President and CEO


                        SUMMARY OF CONSOLIDATED RESULTS

                                  13 Weeks Ended          39 Weeks Ended
                               03/27/04   03/29/03     03/27/04    03/29/03

Net sales                     44,945,272 41,525,189  131,039,945 131,688,288

Earnings (loss) before income
  taxes and cumulative effect
  of change in accounting        179,864 (2,255,348)  (4,878,703) (8,090,408)
Income tax benefit              (264,100)  (988,000)  (2,395,000) (3,647,000)
Earnings (loss) before
  cumulative effect of
  change in accounting           443,964 (1,267,348)  (2,483,703) (4,443,408)
Cumulative effect of change in
  accounting principle                                            (6,085,583)
Net earnings (loss)              443,964 (1,267,348)  (2,483,703)(10,528,991)




Basic and diluted earnings (loss)
  per share before cumulative
  effect of change in
  accounting principle               .07       (.19)        (.37)       (.67)
Cumulative effect of change in
  accounting principle for goodwill                                     (.93)
Basic and diluted earnings (loss)
  Per share                          .07       (.19)        (.37)      (1.60)


Dividends per share                  .10        .20          .30         .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 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.