8-K

UNITED STATES

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):    September 21, 2010

THE L.S. STARRETT COMPANY

(Exact name of registrant as specified in its charter)

Massachusetts	1-367	04-1866480
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 CRESCENT STREET, ATHOL, MASSACHUSETTS  01331

(Address of principal executive offices) (Zip Code)

Registrant's telephone number:

978-249-3551

N/A

(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)

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ITEM 2.02 Results of Operation and Financial Conditions

On September 21, 2010, The L. S. Starrett Company announced its fourth quarter and fiscal 2010 results.  Included in the press release is the term “free cash flow” which is a non GAAP term.  The Company defines “free cash flow” as net cash provided by operating activities less additions to plant and equipment.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.  This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

ITEM 9.01   Exhibit No.   99.1 Financial Statements and Exhibits   Description   Press Release of The L. S. Starrett Company, dated September 21, 2010

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SIGNATURES

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
Dated:  September 21, 2010	By: /s/ Francis J. O’Brien
	Name: Francis J. O’Brien Title: Chief Financial Officer

EX-99.1

EXHIBIT NO. 99.1

PRESS  RELEASE

Highlights:

4th Quarter

·   Sales surge $25.1 million or 65%

·   Gross margins climb $8.7 million or 80%

·   Goodwill and reorganization costs of  $1.7 million

·   Free Cash Flow of $8.3 million

                Annual

·   Sales flat at $203.6 million

·   Gross margins improve $1.5 million to 30.0%

·   Goodwill and reorganization costs drop $3.6 million

ATHOL, MA – September 21, 2010 – The L.S. Starrett Company (NYSE-SCX) today reported fiscal 2010 fourth quarter and annual results.  Sales in the fiscal 2010 fourth quarter were $63.9 representing a $25.1 million or 65% increase compared to fiscal 2009 and remained flat for the year at $203.6 million.  Gross margins in the fiscal 2010 fourth quarter were $19.6 million or $8.7 million improvement over fiscal 2009 and increased $1.5 million for the year.  Net income in the fourth quarter was $0.04 per share compared to a net loss of $0.34 per share in fiscal 2009 and was a net loss of $0.45 per share compared to $0.49 per share in fiscal 2009 on an annual basis.

For the year, free cash flow improved $29.0 million from a deficit of $8.8 million in fiscal 2009 to a surplus of $20.2 million in fiscal 2010.

“We adjusted our cost structure and working capital requirements to the economic downturn which formed a foundation for our strong fourth quarter” said Doug Starrett.  “We have experienced continued order growth in the first quarter of fiscal 2011 and are positioned well to take advantage of an improved economic environment” added Starrett.