S-8

As filed with the Securities and Exchange Commission on November 12, 2002.

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

THE L.S. STARRETT COMPANY

(Exact name of registrant as specified in its charter)

Massachusetts	04-1866480
(State or Other Jurisdiction Of Incorporation or Organization)	(I.R.S. Employer Identification No.)

121 Crescent Street

Athol, Massachusetts 01331

(Address of Principal Executive Offices, including Zip Code)

2002 EMPLOYEES’ STOCK PURCHASE PLAN

(Full title of the Plans)

Roger U. Wellington, Jr. The L.S. Starrett Company 121 Crescent Street Athol, Massachusetts 01331 (978) 249-3551 Steven A. Wilcox Esq. Ropes & Gray One International Place Boston, Massachusetts 02110 (617) 951-7000

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (2)(5)	Proposed Maximum Offering Price Per Share (1)(2)(3)	Proposed Maximum Aggregate Offering Price (2)(3)(4)	Amount of Registration Fee
Class A Common Stock, $1.00 par Value	800,000 shs.	$11.75	$9,400,000	$864.80
Class B Common Stock, $1.00 par Value	800,000 shs.	—	—	—

(1) Pursuant to Rule 457(c), the proposed maximum offering price per share is an estimate based on 85% of the average of the high and low prices of The L.S. Starrett Company Class A Common Stock reported on the New York Stock Exchange, Inc. on November 11, 2002.

(2) No more than 800,000 shares of Class A Common Stock and Class B Common Stock in the aggregate may be issued.

(3) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of The L.S. Starrett Company Class A Common Stock reported on the New York Stock Exchange, Inc. on November 11, 2002.

(4) Calculated on the basis of 800,000 shares of Class A Common Stock because no market exists for the shares of Class B Common Stock, which shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis.

(5) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also includes an indeterminable number of additional shares of Common Stock that may become issuable pursuant to antidilution adjustment provisions of the Company’s 2002 Employees’ Stock Purchase Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information required by Item 1 of this Form S-8 and the statement of availability of Registrant information, and other information required by Item 2 of this Form will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended (the “Act” or “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The L.S. Starrett Company (the “Company” or the “Registrant”) shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy of any or all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The L.S. Starrett Company (the “Registrant” or the “Company”) hereby incorporates the following documents herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended June 29, 2002 filed with the Commission on August 16, 2002.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Company document referred to in (a) above.

(c) The description of the Company’s Class A and Class B Common Stock, $1.00 par value (the “Common Stock”), contained in the Company’s Registration Statements and subsequent reports filed under the Exchange Act.

(d) Current Report on Form 8-K filed with the Commission on September 6, 2002.

(e) Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 as filed with the Commission pursuant to Section 13 under the Exchange Act on November 12, 2002.

All documents subsequently filed by the Registrant or the Plan pursuant to Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Steven A. Wilcox, a partner in Ropes & Gray, is Clerk of the Company.

Item 6.    Indemnification of Directors and Officers.

Massachusetts Law Regarding Indemnification

Section 67 of Chapter 156B of the Massachusetts General Laws permits, in part, indemnification by Massachusetts corporations of its directors, officers, employees, and persons who serve at its request in any capacity with respect to any employee benefit plan. Indemnification is permitted to the extent specified in or authorized by a corporation’s articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the stock entitled to elect directors. Section 67, however, prohibits a corporation from indemnifying a person with respect to any matter who has been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or in the best interest of the participants or beneficiaries of an employee benefit plan, as the case may be.

In addition, Section 67 specifically permits a corporation to advance expenses incurred in defending the action or proceeding if the indemnified person undertakes to repay the amount advanced should such person later be adjudicated not to be entitled to indemnification under Section 67. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any employee benefit plan.

Indemnification under the Company’s By-laws

The Company shall, to the maximum extent permitted under applicable law, indemnify any person against all liabilities and expenses reasonably incurred in connection with the defense or disposition of any action, suit or proceeding, in which such person may be involved or with which such person may be threatened, by reason of the fact that such person:

(a) is or was or has agreed to be a director or officer of the Company or while serving as a director or officer is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another organization; or

(b) is or was a director, officer or employee who is or was serving or has agreed to serve at the request of the Company in any capacity with respect to any employee benefit plan, including trustees and administrators.

No indemnification shall be provided with respect to any matter disposed of by settlement unless:

(a) such indemnification is approved by a majority of the holders of the shares of the Company then entitled to vote for directors, exclusive of any shares owned by an interested director or officer; or

(b) such indemnification and such settlement is approved by a majority of the disinterested directors as being in the best interest of the Company or employee benefit plan or participants served, as the case may be; or

(c) if no directors are disinterested, a written opinion, reasonably satisfactory to the Company, of independent legal counsel that (i) such indemnification and such settlement, decree or disposition are in the best interest of the Company or employee benefit plan or participants served, as the case may be, and (ii) if adjudicated, such indemnification would not be found to have been prohibited by law.

As used in the By-laws, a director is “interested” if he or she is a defendant in the proceeding in question or a similar proceeding, and a “disinterested director” is any director who is not an interested director.

Expenses reasonably incurred in the defense of any proceeding may be paid by the Company in advance, upon an undertaking by the person being indemnified to repay such expenses if it is ultimately determined that indemnification for such expenses is not authorized under the By-laws.

Any repeal or modification of the indemnification provisions of the By-laws shall not adversely affect any right or protection of a director or officer or employee benefit plan trustee or administrator relating to any acts or omission of such person occurring prior to such repeal or modification.

The Company may enter into indemnification agreements with any director, officer or employee benefit plan trustee or administrator so long as such agreement is in accordance with the By-laws.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its directors, certain of its officers, and employee benefit plan trustees or administrators who are employees of the Company.

Other Indemnification

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

The Company has purchased Reimbursement for Directors and Officers Liability Insurance and Directors and Officers Liability Insurance.

Item 7.    Exemption From Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit

4.1 The L.S. Starrett Company 2002 Employees’ Stock Purchase Plan.

5.1 Opinion of Ropes & Gray.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Ropes & Gray (See Exhibit 5.1).

24.1 Power of Attorney (See Signature Page).

Item 9.    Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athol, The Commonwealth of Massachusetts, on this 12th day of November, 2002.

THE L.S. STARRETT COMPANY

By: /s/ Douglas A. Starrett

Name: Douglas A. Starrett

Title: President, Chief Executive Officer, and Director

POWER OF ATTORNEY

Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of Douglas A. Starrett, Roger U. Wellington, Jr. and Steven A. Wilcox, each with full power of substitution, his true and lawful attorney-in-fact and agent with full power to him to sign for him and in his name in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, and he hereby ratifies and confirms his signature as it may be signed by said attorney to any and all such amendments.

Signature	Capacity	Date
/S/ DOUGLAS A. STARRETT Douglas A. Starrett	Chief Executive Officer, President (Principal Executive Officer) and Director	November 12, 2002
/S/ ROGER U. WELLINGTON, JR. Roger U. Wellington, Jr.	Treasurer and Chief Financial Officer (Principal Financial Officer)	November 12, 2002
/S/ STEVEN G. THOMSON Steven G. Thomson	Chief Accounting Officer (Principal Accounting Officer)	November 12, 2002
/S/ GEORGE B. WEBBER George B. Webber	Vice President, Webber Gage Division and Director	November 12, 2002
/S/ WILLIAM S. HURLEY William S. Hurley	Director	November 12, 2002
/S/ RICHARD B. KENNEDY Richard B. Kennedy	Director	November 12, 2002
/S/ ANTONY MCLAUGHLIN Antony McLaughlin	President, Starrett Inustria e Comercio and Director	November 12, 2002

EXHIBIT INDEX

Number	Title of Exhibit
4.1	The 2002 Employees’ Stock Purchase Plan
5.1	Opinion of Ropes & Gray.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Ropes & Gray (see Exhibit 5.1).
24.1	Power of Attorney (see signature page for Form S-8).

EX-4.1

Exhibit 4.1

THE L.S. STARRETT COMPANY

2002 EMPLOYEES’ STOCK PURCHASE PLAN

(AS AMENDED)

Section 1.    Purpose and Scope of Plan.

The L.S. Starrett Company 2002 Employees’ Stock Purchase Plan (the “Plan”) is intended to provide a convenient means by which eligible employees of The L.S. Starrett Company (the “Company”) and of such subsidiaries of the Company as the Board of Directors of the Company may from time to time designate (“participating subsidiaries”) may save regularly through voluntary, systematic payroll deductions and use such savings to purchase shares of stock of the Company (“Stock”) at an option price, and thereby acquire an interest in the future of the Company. For all purposes of the Plan, the term “Stock” shall include Class A Common Stock of the Company and, to such extent (if any) as the Board of Directors of the Company may determine consistent with the purposes of the Plan, Class B Common Stock of the Company. The purpose of the Plan is to help provide personnel a nest egg for retirement. The Plan is not intended to be used as a buy and sell plan while the participant is actively employed. The Plan allows each participant to acquire shares of Stock at a favorable price to accomplish this purpose.

For these purposes, the Company has established this Plan under which it will issue an aggregate of not more than 800,000 shares of Stock pursuant to the exercise of options granted only to employees who meet the eligibility requirements set forth in Section 2 hereof. Said options shall, subject to the Company’s right to discontinue the Plan at its discretion at any time, be granted by the Company from time to time over a five-year period commencing with the effective date of the Plan as specified in Section 20 hereof.

For purposes of the Plan, the term “subsidiary” shall mean a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as it may from time to time be amended (the “Code”).

Section 2.    Eligible Employees.

Each employee (including employee-directors) who, on a date of grant of an option hereunder, has six months or more continuous service in the employ of the Company or a participating subsidiary shall be eligible to participate in the Plan.

Section 3.    Term of Options.

Subject to Sections 12 and 13 hereof, each option for the purchase of Stock hereunder shall, unless exercised in accordance with Section 9, expire two years from the date of its grant.

Section 4.    Purchase Price.

The purchase price of the Stock issued pursuant to the exercise of an option granted under the Plan shall be 85% of the fair market value of the Stock at (i) the time of grant of the option or (ii) the time at which such option is exercised, whichever is less. The fair market value of the Stock shall be determined by the Company.

Section 5.    Number of Shares.

Pursuant to any offering made by the Company, the Company shall grant to an eligible employee an option to purchase such whole number of shares of Stock as the employee may request but no employee shall be granted

options permitting him or her to purchase more than 9,600 shares in the aggregate under the Plan. All such requests shall be subject to adjustment by the Company, which reserves the right to reduce on a substantially proportionate basis the number of shares which all employees have requested to purchase in the event that the number of shares of Stock then available under the Plan is insufficient to grant the total number of shares provided in such requests.

Section 6.    Method of Participation.

Upon notice of the Company’s intention to grant options pursuant to the Plan, each employee who will be eligible on the date of grant shall, within the time and in the manner specified in said notice, inform the Company of the number of shares of Stock for which he wishes to receive an option pursuant thereto. Thereafter, the Company shall grant each such employee an option in writing which shall include provisions as to the date of grant of the option, the option price, the number of shares of Stock subject to such option, the date such option shall be exercisable, and the date such option will expire.

Section 7.    Method of Payment.

An employee who wishes to accept the terms of an option granted hereunder shall execute and deliver to the Company a payroll deduction authorization providing for the accumulation of savings equal to the maximum amount that could be required to be paid for the Stock subject to such option (determined by reference to its value on the date of grant) by means of substantially equal payroll deductions over the term of the option. For the avoidance of doubt, such payroll deduction authorization may provide for a suspension or reduction in payroll deductions during specified periods (for example, during unpaid leaves of absence or while a loan from the Company’s 401(k) plan is outstanding) provided that such suspensions and reductions are made available and administered in a manner that is consistent with Section 19 below.

Any employee who voluntarily terminates or withdraws his payroll deduction authorization shall be deemed to have cancelled his option and the provisions of Section 11 shall apply. If an employee’s payroll deductions are temporarily discontinued because of leave of absence or temporary disability, such employee shall have the right at any time prior to the expiration of the option to pay in cash the amount by which the full purchase price of the number of shares he wishes to purchase under the option exceeds the amount paid in by payroll deductions.

Notwithstanding anything herein to the contrary, an employee may make advance cash payments at any time and in any amounts but such advance cash payments shall not accelerate the exercise of the option.

Section 8.    Rights as a Shareholder.

An employee shall not have any of the rights and privileges of a shareholder of the Company and shall not receive any dividends in respect to any shares of Stock subject to an option hereunder, unless and until he has been issued such shares.

Section 9.    Exercise of Options.

Any option granted under the Plan shall be exercised by written notice filed with the Company at such time and in such form as the Company may prescribe. Such notice of exercise shall specify the number of shares for which such option is exercised and shall include a representation that the Stock to be issued pursuant to such exercise is being acquired for investment and not with any existing intention to resell said Stock.

As soon as practicable after receipt of such notice of exercise, the Company shall apply the employee’s accumulated savings and any additional cash contributions under the Plan to the purchase price of the shares under the option so exercised, shall issue and deliver such shares to the employee and shall return to him the balance, if any, of payments made by him and interest thereon in excess of the total purchase price of the shares so issued.

If the Company determines that the exercise of an option or the disposition of shares following the exercise of an option could result in employment tax liability, the Company will, as a condition of exercise, make such

provision as it deems necessary to provide for the remittance by the employee of employment taxes required to be paid in connection with such exercise or disposition of shares.

Notwithstanding anything herein to the contrary, the Company’s obligation to issue and deliver shares of Stock under the Plan shall be subject to the approval of any governmental authority required in connection with the authorization, issuance, sale or transfer of said shares and to any requirements of the New York Stock Exchange applicable thereto.

Section 10.    Interest.

Interest shall be payable on any savings and any additional cash contributions accumulated under the Plan by an employee. Such interest shall be computed in such reasonable manner and at such reasonable rate as the Company shall determine.

Section 11.    Right to Cancel.

An employee who holds an option under the Plan may at any time prior to his exercise thereof cancel all or any part of his option by filing a notice in writing with the Company. In the event that an employee holds more than one option, he or she may cancel any or all options so held; provided, however, that such employee must cancel said options in reverse chronological order of their dates of grant. Upon such cancellation, all payments made by the employee in respect to the cancelled portion of such option shall be returned to him or her with interest.

Section 12.    Termination of Employment.

In the event an employee holds any option hereunder at the time his service with the Company and its Subsidiaries is terminated by his or her retirement with the consent of the employer within three months of the time such option becomes exercisable, or by his death whenever occurring, such employee or his or her legal representative may, by a writing delivered to the Company on or before the date such option is exercisable, elect either to (i) cancel any such option and receive in cash, with interest, the total amount of any savings and additional contributions accumulated in respect to such option, or (ii) pay to the Company the amount, if any, which is necessary to complete payment for the shares of Stock under option based on the maximum amount that could be required to be paid for the Stock (determined by reference to its value on the date of grant). In the event such employee or his or her legal representative does not file a written election upon such termination any outstanding option shall be treated as if an election had been filed pursuant to clause (i) above.

Upon the termination of an employee’s service with the Company and its subsidiaries for any other reason, any option held by him or her under the Plan shall terminate and all savings and additional contributions accumulated by the employee in respect thereto shall be returned to him or her with interest, and he or she shall have no further rights under the Plan.

Section 13.    Employee’s Rights Not Transferable.

All employees granted options under the Plan shall have the same rights and privileges, and each employee’s rights and privileges under the Plan shall be exercisable during his or her lifetime only by him or her and shall not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution. In the event any employee violates the terms of this Section, any options held by him or her may be terminated by the Company and upon return to the employee of any savings and additional contributions accumulated by him or her in respect thereto, all his or her rights under the Plan shall terminate.

Section 14.    Employment Rights.

Nothing contained in the provisions of the Plan shall be construed to give to any employee the right to be retained in the employ of the Company or any subsidiary or to interfere with the right of the Company or any subsidiary to discharge any employee at any time; nor shall it be construed to give the Company or any subsidiary

the right to require any employee to remain in its employ or to interfere with an employee’s right to terminate his or her employment at any time.

Section 15.    Change in Capitalization.

In the event of any change in the outstanding Stock of the Company by reason of a stock dividend, split-up, recapitalization, merger, consolidation or other reorganization, the aggregate number and class of shares available under the Plan and the number and class of shares under option but not exercised and the option price shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless the Company shall be satisfied that it will not constitute a modification of the options granted under the Plan or otherwise disqualify the Plan as an employee stock purchase plan under the provisions of Section 423 of the Code.

Section 16.    Administration of Plan.

The Plan shall be administered by the Company, which shall have the right to determine any questions that may arise regarding the interpretation and application of the provisions of the Plan and to make, administer and interpret such rules and regulations as it shall deem necessary or advisable.

Section 17.    Amendment and Termination of Plan.

The Company reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable by vote of its Board of Directors; provided, however, that any amendment relating to the aggregate number of shares which may be issued under the Plan (other than an adjustment provided for in Section 15 hereof) or the employees (or class of employees) to receive options under the Plan shall not have any force or effect unless it shall have been approved within 12 months before or after its adoption by a majority of the holders of voting stock of the Company voting in person or by proxy at a duly held meeting.

The Company expects the Plan to remain in effect for the period specified in Section 1, but expressly reserves the right to withdraw, suspend or terminate the Plan prior to its normal expiration date. In connection with any such action, the Company may either continue the options and provide that they will be exercisable at the end of the period as determined under Section 3 above or provide for the exercise of such options on such earlier date as the Company may specify (in which case such earlier date will be treated as the last day that such option can be exercised under Section 3).

Section 18.    Approval of Stockholders.

The Plan shall not have any force or effect unless it shall have been approved within 12 months before or after its adoption by the Board of Directors by a majority of the votes cast at a duly held stockholders’ meeting at which a quorum representing a majority of all outstanding Stock is, either in person or by proxy, present and voting on the Plan.

Section 19.    Compliance with Code.

Notwithstanding any other provisions of the Plan:

No option shall be granted hereunder which could cause the Plan or any other options issued hereunder to fail to qualify under Section 423 of the Code. Without limiting the foregoing, all employees granted options under the Plan shall have the same rights and privileges, subject to and consistent with the provisions of Section 423(b)(5) of the Code.

Any director of the Company or of a subsidiary who is not an employee of the Company or of a subsidiary, and any employee who immediately after the grant of an option to him is determined (in accordance with the provisions of Sections 423 and 424(d) of the Code) to own Stock possessing 5% or more of the total combined voting power or value of all classes of Stock of the Company or of its parent or subsidiary corporations, as defined in Section 424 of the Code, shall not be eligible to purchase Stock pursuant to the Plan.

No employee shall be granted an option under the Plan that would permit his rights to purchase shares of Stock under all employee stock purchase plans of the Company and its parent and subsidiary corporations, as defined in Section 424 of the Code, to accrue at a rate that exceeds $25,000 in fair market value of such Stock (determined at the time the option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time.

Section 20.    Effective Date.

The effective date of the Plan shall be September 18, 2002.

EX-5.1

Exhibit 5.1

November 12, 2002

The L.S. Starrett Company

121 Crescent Street

Athol, MA 01331

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, for the registration of 800,000 shares of Class A Common Stock, par value $1.00, per share and 800,000 shares of Class B Common Stock, par value $1.00 per share (collectively, the “Shares”), of The L.S. Starrett Company, a Massachusetts corporation (the “Company”), issuable upon exercise of options issued under the Company’s 2002 Employees’ Stock Purchase Plan (the “Options” under the “Plan”).

We have acted as counsel for the Company in connection with the establishment of the Plan and the issuance of the Options and are familiar with the actions taken by the Company in connection therewith. For purposes of this opinion, we have examined the Registration Statement, the Plan and such other documents as we have deemed appropriate.

Based upon the foregoing, we are of the opinion that the Shares (i) have been duly authorized and (ii) when issued and sold in accordance with the terms of the Options and the Plan, will have been validly issued and will be fully paid and non-assessable.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Ropes & Gray

Ropes & Gray

EX-23.1

Exhibit 23.1

CONSENT OF DELOITTE & TOUCHE, LLP

The Board of Directors

The L.S. Starrett Company

We consent to the incorporation by reference in this Registration Statement on Form S-8 of The L.S. Starrett Company, of our report dated August 2, 2002 appearing in the Annual Report on Form 10-K of The L.S. Starrett Company for the year ended June 29, 2002.

DELOITTE & TOUCHE LLP

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 8, 2002