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):         November 3, 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 November 3, 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 first quarter of fiscal 2006.  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 November 3, 2005

              containing the summary of consolidated financial results for

              the first quarter of fiscal 2006.

                                 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:  November 3, 2005                By: s/ Randall J. Hylek

                                     Name: Randall J. Hylek

                                    Title: Treasurer and

                                           Chief Financial Officer

Page 2 of 2

9710829_1

EX-99

THE L. S. STARRETT COMPANY

Athol, Massachusetts

                  November 3, 2005

To the Stockholders:

Presented below are the comparative operating figures for the Company for the periods ended in September 2005 and 2004, which show a loss of $0.28 a share as compared to the prior period income of $0.25 a share.  

Sales increased 1.5% in the period, but our earnings have been negatively affected in this quarter by both our Evans Rule Division and our operations in Brazil.  The loss associated with the Evans Rule Division is the result of increased costs associated with the move of manufacturing operations to the Dominican Republic, lower pricing, and most importantly, the inability to pass on the significantly higher cost of steel and oil related materials to our customers.  

On a comparative basis, in Brazil we were hurt in this quarter by the dollar devaluation against the Real, an increased mix of export sales and temporary underutilization of capacity caused by the relocation of manufacturing within the factory as we brought our new plant addition on line.

While part of these costs are specific to this first quarter, we expect the costs relating to the move to the Dominican Republic and oil-related materials to remain with us through the next two quarters.

D. A. STARRETT

President and CEO

SUMMARY OF CONSOLIDATED RESULTS
	Thirteen Weeks Ended September
	2005	2004
Net sales…………………………………………………………	47,531,200	46,795,713
Earnings (loss) before income taxes…………………………	(2,667,878)	2,014,454
Income tax provision (benefit)…..…………………….………	(823,550)	350,400
Net earnings (loss)……………………………………………..	(1,844,328)	1,664,054
Basic and diluted earnings (loss) per share…………………	($0.28)	$0.25
Dividends per share…………………………………………….	$0.10	$0.10
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, currency fluctuations and foreign operations.