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 5, 2005



                          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)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)[_]   Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






                                  Page 1 of 2


Item 2.02  Results of Operations and Financial Condition.

On May 5, 2005, The L.S. Starrett Company (the "Company") issued a Quarterly
Shareholder Earnings Letter ("Shareholder Letter") which contained a summary of
the Company's consolidated financial results for its third quarter of fiscal
2005.  A copy of the Shareholder Letter is being furnished as Exhibit 99.1 to
this Report on Form 8-K.


Item 9.01  Financial Statements and Exhibits

     (c) Exhibits

        99.1  Quarterly Shareholder Earnings Letter dated May 5, 2005
              containing the summary of consolidated financial results for
              the third quarter of fiscal 2005.


                                 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 6, 2005                  By: s/ ROGER U. WELLINGTON, JR.
                                    Name:  Roger U. Wellington, Jr.
                                    Title: Vice President, Treasurer and
                                           Chief Financial Officer




















                                                                     Page 2 of 2





9710829_1	-2-
9710829_1

EX-99

EXHIBIT 99.1

                          THE L. S. STARRETT COMPANY
                             Athol, Massachusetts

                                                                 May 5, 2005

To the Stockholders:

      Presented below are the comparative operating figures for the Company
for the periods ended in March 2005 and 2004.

      The results for the third quarter show an increase in sales, but a drop
in net earnings.  Net earnings of the quarters were comparable excluding the
$.05 a share benefit from LIFO inventory liquidations last year.  Earnings
for the current quarter were negatively impacted by the additional expenses
incurred with the start up of operations at the Company's new Dominican
Republic facility and increased costs of raw material, energy, and Sarbanes-
Oxley compliance.

      This quarter our sales increase is all attributable to our
international operations, with domestic sales being flat on a quarter-to-
quarter basis reflecting the ebb and flow we see in the domestic economy.  I
expect that this sales trend and additional Dominican Republic start-up
expenses will continue through the balance of this fiscal year.


                                             D. A. Starrett
                                             President and CEO


                        SUMMARY OF CONSOLIDATED RESULTS

                               13 Weeks Ended March    39 Weeks Ended March
                                 2005       2004         2005        2004

Net sales                     50,028,174 44,945,272  146,077,974 131,039,945

Earnings (loss) before income
  taxes                           50,939    179 864    3,697,904  (4,878,703)
Income tax provision (benefit)   (98,600)  (264,100)     572,700  (2,395,000)

Net earnings (loss)              149,539    443,964    3,125,204  (2,483,703)

Basic and diluted earnings (loss)
  per share                          .02        .07          .47        (.37)


Dividends per share                  .10        .10          .30         .30


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. Factors that may affect future results
include the possible risks and uncertainties that have been noted in reports
filed by the Company with the Securities and Exchange Commission, including
the Company's Annual Report on Form 10-K.