10-Q/A

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.   20549

FORM 10-Q/A

(Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 25, 2006

                                     OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                       SECURITIES EXCHANGE ACT OF 1934

Commission file number  1-367­­­­­­­­­­­­­­­­

                         THE L. S. STARRETT COMPANY

           (Exact name of registrant as specified in its charter)

         MASSACHUSETTS                                        04-1866480

 (State or other jurisdiction of                           (I.R.S. Employer

 incorporation or organization)                          Identification No.)

     121 CRESCENT STREET, ATHOL, MASSACHUSETTS               01331-1915

     (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code       978-249-3551

      Former name, address and fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days.

                             YES   X   NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one):

Large Accelerated Filer     Accelerated Filer  X  Non-Accelerated Filer   .   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     YES    _ NO  X

Common Shares outstanding as of       April 28, 2006:

     Class A Common Shares      5,624,525

     Class B Common Shares      1,043,784

                               Page 1 of 2

Explanatory Note

This Amendment No. 1 to our Quarterly Report on Form 10-Q/A attaches our certifications which we are filing as Exhibits 31.a, 31.b and 32 by Douglas A. Starrett and Randall J. Hylek pursuant to Rule 13a-14 for the quarterly period ended March 25, 2006.  The Form 10-Q was originally filed on May 3, 2006 (the “Original Filing”). These Exhibits were inadvertently omitted from the Original Filing.

This Amendment No. 1 does not affect any other information contained in the Original Filing.

Item 6. Exhibits    

The following exhibits are filed herewith:

31.a Certification of Principal Executive Officer pursuant to

           Rule 13a-14(a) of the Exchange Act.

31.b Certification of Principal Financial Officer pursuant to

           Rule 13a-14(a) of the Exchange Act.

32

Certification of Chief Executive Officer and Chief Financial

Officer pursuant to Rule 13a-14(b) and Section 906 of the

Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of

Section 1350, Chapter 63 of Title 18, United States Code),

filed herewith.

Page 2 of 2

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 of the undersigned thereunto duly authorized.

THE L.S. STARRETT COMPANY (REGISTRANT)

 Date  June 13, 2006

BY _____________________________________

                                 Randall J. Hylek

                                 Chief Financial Officer and Treasurer

EXHIBIT INDEX

31.a Certifciate of Principal Executive Officer pursuant to

     Rule 13a-14(a) of the Exchange Act.

31.b Certification of Principal Financial Officer pursuant to

     Rule 13a-14(a) of the Exchange Act.

32

Certification of Chief Executive Officer and Chief Financial

Officer Pursuant to Rule 13a-14(b) and Section 906 of the

Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of

Section 1350, Chapter 63 of Title 18, United States Code),

filed herewith.

EX-31

                                                             EXHIBIT 31.b

                                 CERTIFICATIONS

I, Randall J. Hylek, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The L.S. Starrett

Company;

2. Based on my knowledge, this report does not contain any untrue statement

of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial

information included in this report, fairly present in all material respects

the financial condition, results of operations and cash flows of the

registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under our supervision, to

ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being

prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and

procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control

over financial reporting that occurred during the registrant's most recent

fiscal quarter (the registrant's fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to

materially affect, the registrant's internal control over financial report;

and

5. The registrant's other certifying officer(s) and I have disclosed, based

on our most recent evaluation of internal control over financial reporting,

to the registrant's auditors and the audit committee of the registrant's

board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are reasonably

likely to adversely affect the registrant's ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal control

over financial reporting.

Date:  May 3, 2006                 /s/  Randall J. Hylek

                                        Randall J. Hylek

                                        Chief Financial Officer

EX-32

                                                                Exhibit  32

                              Certification

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a)

   and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (subsections (a)

and (b) of Section 1350,  Chapter 63 of Title 18,  United States Code), each

of the undersigned officers of The  L.S. Starrett Company,  a Massachusetts

corporation  (the "Company"), does hereby certify, to such officer's

knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 25, 2006 (the

"Form 10-Q") of the Company fully complies with the requirements of Section

13(a) or 15(d) of the Securities Exchange Act of 1934 and information

contained in the Form 10-Q fairly presents, in all material respects, the

financial condition and results of operations of the Company.

Date:  May 3, 2006                      /s/ Douglas A. Starrett

                                      Douglas A. Starrett

                                            Chief Executive Officer

Date:  May 3, 2006                      /s/ Randall J. Hylek

                                            Randall J. Hylek

                                            Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section

1350, Chapter 63 of Title 18, United  States Code) and is not being filed as

part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been

provided to The L.S. Starrett Company and will be retained by The L.S.

Starrett Company and furnished to the Securities and Exchange Commission or

its staff upon request.

EX-31

                                                             EXHIBIT 31.a

                                CERTIFICATIONS

I, Douglas A. Starrett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The L.S. Starrett

Company;

2. Based on my knowledge, this report does not contain any untrue statement

of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial

information included in this report, fairly present in all material respects

the financial condition, results of operations and cash flows of the

registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under our supervision, to

ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being

prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and

procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control

over financial reporting that occurred during the registrant's most recent

fiscal quarter (the registrant's fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to

materially affect, the registrant's internal control over financial report;

and

5. The registrant's other certifying officer(s) and I have disclosed, based

on our most recent evaluation of internal control over financial reporting,

to the registrant's auditors and the audit committee of the registrant's

board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are reasonably

likely to adversely affect the registrant's ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal control

over financial reporting.

Date:  May 3, 2006        /s/  Douglas A. Starrett

                                    Douglas A. Starrett

                                    Chief Executive Officer