UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.   20549

FORM 10-Q

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               December 29, 2001

                                     OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the transition period from


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

Common Shares outstanding as of     December 29, 2001    :

     Class A Common Shares      5,087,735

     Class B Common Shares      1,428,532





                                Page 1 of 9
                         THE L. S. STARRETT COMPANY

                                  CONTENTS

                                                                    Page No.

Part I.  Financial Information:

      Item 1.  Financial Statements

                  Consolidated Statements of Operations and
                  Cash Flows - thirteen and twenty-six
                  weeks ended December 29, 2001 and
                  December 23, 2000 (unaudited)                         3

                  Consolidated Balance Sheets - December 29,
                  2001 (unaudited) and June 30, 2001                    4

                  Consolidated Statements of Stockholders'
                  Equity - twenty-six weeks ended
                  December 29, 2001 and December 23, 2000
                  (unaudited)                                           5

                  Notes to Consolidated Financial Statements            6


      Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                     7-9



Part II.  Other information:

      Item 6.  Exhibits and reports on Form 8-K                         9



























                                 Page 2 of 9
                         THE L. S. STARRETT COMPANY
            Consolidated Statements of Operations and Cash Flows
         (in thousands of dollars except per share data)(unaudited)

                                        13 Weeks Ended     26 Weeks Ended
OPERATIONS                            12/29/01 12/23/00  12/29/01 12/23/00

Net sales                               44,918   60,650    91,440  119,492
Cost of goods sold                     (34,819) (43,529)  (68,717) (85,270)
Selling and general                    (11,527) (13,298)  (23,413) (26,099)
Other income and expense                    10     (160)     (382)    (226)

Earnings (loss) before income taxes     (1,418)   3,663    (1,072)   7,897
Provision for federal, foreign and
      state income taxes                  (807)   1,080      (723)   2,419

Net earnings (loss)                       (611)   2,583      (349)   5,478
Basic earnings (loss) per share           (.09)     .40      (.05)     .85
      Average outstanding shares used    6,494    6,449     6,483    6,454
Diluted earnings (loss) per share         (.09)     .40      (.05)     .85
      Average outstanding shares used    6,494    6,457     6,483    6,463
Dividends per share                        .20      .20       .40      .40


CASH FLOWS

Cash flows from operating activities:
   Net earnings (loss),                   (611)   2,583      (349)   5,478
   Noncash expenses:
      Depreciation and amortization      3,011    2,909     5,988    5,858
      Deferred taxes                       372       38       516      352
      Unrealized exchange losses (gains)   (36)               276
   Working capital changes:
      Receivables                        3,283    2,501     5,445     (696)
      Inventories                        1,083     (564)     (874)  (4,350)
      Other assets and liabilities         272    1,283       745    5,181
   Prepaid pension cost and other         (590)    (404)   (1,218)    (726)

         Net cash from operations        6,784    8,346    10,529   11,097

Cash flows from investing activities:
   Additions to plant and equipment     (2,531)  (3,454)   (5,042)  (6,635)
   Change in short-term investments     (3,446)  (1,743)   (3,144)  (1,058)

         Net cash used in investing     (5,977)  (5,197)   (8,186)  (7,693)

Cash flows from financing activities:
   Short-term borrowings, net             (648)    (924)   (1,400)  (1,400)
   Common stock issued                     838      907     1,578    1,707
   Treasury shares purchased              (333)  (1,384)     (426)  (2,416)
   Dividends                            (1,295)  (1,283)   (2,574)  (2,572)

         Net cash used in financing     (1,438)  (2,684)   (2,822)  (4,681)

Translation rate change effect on cash      50       47       (32)     151

Net increase (decrease) in cash           (581)     512      (511)  (1,126)
Cash, beginning of period                2,015      370     1,945    2,008
Cash, end of period                      1,434      882     1,434      882

               See Notes to Consolidated Financial Statements
                                 Page 3 of 9
                         THE L. S. STARRETT COMPANY
                         Consolidated Balance Sheets
                          (in thousands of dollars)

                                                       Dec. 29     June 30
                                                         2001        2001
ASSETS                                               (unaudited)
Current assets:
   Cash                                                  1,434       1,945
   Investments                                          11,093       8,238
   Accounts receivable (less allowance for doubtful
         accounts of $1,953,000 and $1,976,000)         28,468      34,080
   Inventories:
      Finished goods                                    38,526      38,346
      Goods in process and finished parts               28,724      27,811
      Raw materials and supplies                        17,483      18,677
                                                        84,733      84,834
   Prepaid expenses, taxes and other current assets      3,479       5,830

                  Total current assets                 129,207     134,927

Property, plant and equipment, at cost (less
      accumulated depreciation of $78,839,000
      and $73,652,000)                                  73,949      75,205
Cost in excess of net assets acquired (less
      accumulated amortization of $4,081,000
      and $3,947,000)                                    6,220       6,354
Prepaid pension cost                                    32,332      30,953
Other assets                                             1,040       1,093
                                                       242,748     248,532


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable and current maturities                  3,645       5,045
   Accounts payable and accrued expenses                13,711      14,358
   Accrued salaries and wages                            4,004       4,827
   Employee deposits, taxes payable and other              465         916
                  Total current liabilities             21,825      25,146

Deferred income taxes                                   15,709      15,218
Long-term debt                                           7,000       7,000
Accumulated postretirement medical benefit obligation   16,506      16,347
Stockholders' equity:
      Class A Common $1 par (20,000,000 shrs. auth.;
        5,087,735 outstanding on 12/29/01, excluding
        1,419,598 in treasury; 5,017,569 outstanding
        on 6/30/01, excluding 1,470,544 in treasury)     5,088       5,018
      Class B Common $1 par (10,000,000 shrs. auth.;
        1,428,532 outstanding on 12/29/01, excluding
        330,575 in treasury; 1,440,006 outstanding
        on 6/30/01, excluding 325,688 in treasury)       1,429       1,440
      Additional paid-in capital                        46,463      45,112
      Retained earnings reinvested and employed in
            the business                               153,445     156,626
      Accumulated other comprehensive income           (24,717)    (23,375)
                  Total stockholders' equity           181,708     184,821
                                                       242,748     248,532


               See Notes to Consolidated Financial Statements
                                 Page 4 of 9
                         THE L. S. STARRETT COMPANY
               Consolidated Statements of Stockholders' Equity
   For the Twenty-six Weeks Ended December 29, 2001 and December 23, 2000
                          (in thousands of dollars)
                                 (unaudited)



                           Common      Addi-            Accumulated
                          Stock Out-  tional               Other
                          standing   Paid-in   Retained Comprehensive
                          ($1 Par)   Capital   Earnings    Income    Total

Balance June 24, 2000       6,473    43,273    155,846   (17,570)  188,022
Comprehensive income:
  Net earnings                                   5,478               5,478
  Unrealized net gain
    on investments                                            39        39
  Translation loss, net                                   (2,624)   (2,624)
Total Comprehensive income                                           2,893
Dividends ($.40)                                (2,572)             (2,572)
Treasury shares:
  Purchased                  (126)     (937)    (1,353)             (2,416)
  Issued                       88     1,599                          1,687
Options exercised               1        19                             20

Balance Dec. 23, 2000        6,436    43,954   157,399   (20,155)  187,634






Balance June 30, 2001        6,458    45,112   156,626   (23,375)  184,821
Comprehensive income:
  Net earnings (loss)                             (349)               (349)
  Unrealized net losses
    on investments                                          (250)     (250)
  Translation loss, net                                   (1,092)   (1,092)
Total comprehensive income                                          (1,691)
Dividends ($.40)                                (2,574)             (2,574)
Treasury shares:
  Purchased                    (21)     (147)     (258)               (426)
  Issued                        67     1,286                         1,353
Options exercised               13       212                           225

Balance Dec. 29, 2001        6,517    46,463   153,445   (24,717)  181,708













               See Notes to Consolidated Financial Statements
                                 Page 5 of 9
                         THE L. S. STARRETT COMPANY
                 Notes to Consolidated Financial Statements


In the opinion of management, the accompanying financial statements contain
all adjustments, consisting only of normal recurring adjustments, necessary
to present fairly the financial position of the Company as of December 29,
2001 and June 30, 2001; the results of operations and cash flows for the
thirteen weeks and twenty-six weeks ended December 29, 2001 and December 23,
2000; and changes in stockholders' equity for the twenty-six weeks ended
December 29, 2001 and December 23, 2000.

The Company follows the same accounting policies in the preparation of interim
statements as described in the Company's annual report filed on form 10-K for
the year ended June 30, 2001, and these financial statements should be read
in conjunction with said annual report.

The Company will adopt SFAS 142 as of June 30, 2002, the first day of fiscal
2003. SFAS 142 requires goodwill  no longer be amortized, but instead tested
for impairment annually or more frequently if certain indicators are present.
Any goodwill impairment loss at transition is recognized as the cumulative
effect of a change in accounting principle. The Company is required to complete
the initial step of a transitional impairment test by December 28, 2002 and the
final step by the end of fiscal 2003. As of December 29, 2001, goodwill
amounted to $6.2 million and related annual amortization was $268,000. The
Company is currently assessing but has not yet determined the impact of SFAS
142 on its financial position or results of operations.

Other income (expense) is comprised of the following (in thousands):

                                      Thirteen Weeks    Twenty-six Weeks
                                      Ended December     Ended December
                                       2001     2000      2001     2000

      Interest income                  201      230       358      472
      Interest expense and com-
        mitment fees                  (144)    (178)     (306)    (353)
      Realized and unrealized
        exchange gains (losses)         28     (129)     (400)    (172)
      Other                            (75)     (83)      (34)    (173)
                                        10     (160)     (382)    (226)


Approximately 70% of all inventories are valued on the LIFO method.  At
December 29, 2001, and June 30, 2001, total inventories are $22,738,000 and
$22,685,000 less, respectively, than if determined on a FIFO basis.

Long-term debt is comprised of the following (in thousands):

                                              December      June
                                                2001        2001

            Note payable due 12/03, 5.6%        4,000       4,000
            Revolving credit agreement          3,000       3,000
                                                7,000       7,000






                                 Page 6 of 9
                         THE L. S. STARRETT COMPANY
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS



                            RESULTS OF OPERATIONS

Sales
Total Company sales for the December quarter are down 26% compared to the
corresponding quarter of a year ago. For the six months year to date, sales are
down 23% compared to the prior year. Domestic sales are down 25% for the
quarter and 22% year to date. Foreign sales are down 23% for the quarter and
25% year to date, although in local currency the drop is half that much. The
events of September 11 may have contributed indirectly to some of this decline,
but worldwide economic conditions have been affecting business for some time,
particularly during the last two quarters. The strong pound in the U.K.
continues to adversely affect Scotland's business in terms of export pricing
and import price competition.

Earnings Before Taxes
Pretax earnings (loss)are down $5.1 million in the quarter and $9.0 year to
date and as a percent of sales represent a pretax loss of 3% and 1%,
respectively. Pretax earnings in the comparable prior year periods were 6% and
7% of sales. Three quarters of the decrease, both in the quarter and year to
date, comes from our domestic operations. The decrease is almost entirely
attributable to the drop in sales and reduced factory hours, although $400,000
in exchange losses in Brazil during the first quarter of fiscal 2002 and
$300,000 in unexpected bad debt losses during the second quarter also
contributed to the decrease. Selling and general expenses have been reduced,
but not quite as much as sales.

Income Taxes
The effective income tax rate was 57% in the December quarter and 67% year to
date. This compares to 30%  and 31% in the prior year. The change comes about
because pretax earnings (loss) are so close to breakeven in both quarters of
fiscal 2002 that permanent book/tax differences get exaggerated when converted
to percentages and because the least profitable operations during the current
year have been in the jurisdictions with the highest tax rates.

Earnings (loss) per share
As a result of the above factors, earnings (loss) per share for the quarter are
$(.09) and year to date are $(.05). This compares to $.40 and $.85 a year ago.

Market Risk
Market risk is the potential change in a financial instrument's value caused by
fluctuations in interest and currency exchange rates, and equity and commodity
prices. The Company's operating activities expose it to many risks that are
continually monitored, evaluated, and managed. Proper management of these risks
helps reduce the likelihood of earnings volatility. At June 2001 and December
2001, the Company was not a party to any derivative arrangement and the Company
does not engage in trading, market-making or other speculative activities in
the derivatives markets. In addition, the Company does not enter into long-term
supply contracts with either fixed prices or quantities.

The Company does not engage in regular hedging activities to minimize the
impact of foreign currency fluctuations. Net local currency monetary assets in
Scotland and Brazil are less than $1 million.


Page 7 of 9

A 10% change in interest rates would not have a significant impact on the
aggregate net fair value of the Company's interest rate sensitive financial
instruments (primarily variable rate investments of $10,300,000 and debt of
$10,600,000 at December 29, 2001) or the cash flows or future earnings
associated with those financial instruments. A 10% change in interest rates
would impact the fair value of the Company's fixed rate investments of
$2,200,000 by approximately $50,000.

                        LIQUIDITY AND CAPITAL RESOURCES

                                           13 Weeks Ended     26 Weeks Ended
                                          12/29/01 12/23/00  12/29/01 12/23/00
   Cash provided by operations              6,784    8,346    10,529   11,097
   Cash used in investing activities       (5,977)  (5,197)   (8,186)  (7,693)
   Cash used in financing activities       (1,438)  (2,684)   (2,822)  (4,681)
   Cash effect of translation rate changes     50       47       (32)     151
      Net increase (decrease) in cash        (581)     512      (511)  (1,126)

Cash provided by operations decreased, both in the quarterly and year to date
comparisons, but not nearly as much as earnings. This was primarily due to the
reduction in working capital requirements related to the decrease in activity.
A decrease in treasury share purchases accounted for the decrease in cash used
in financing activities.

The Company has sufficient liquidity and has adequate resources, including
lines of credit, to fund its operations in the near term. The Company continues
to maintain a strong financial position with a working capital ratio of 5.9 to
1 as of  December 29, 2001 and 5.4 to 1 as of June 30, 2001. Although cutbacks
have been made, the Company has to date tried to maintain its skilled workforce
and dividend levels, despite the downturn in the industrial manufacturing
sector. If economic conditions do not improve, however, and the Company
continues to sustain losses at the current rate, additional steps may have to
be taken in order to maintain liquidity, including further workforce reductions
and/or reducing or eliminating the dividend.

                            SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996

This quarterly report, as well as the 2001 Annual Report, including the
Chairman's letter to stockholders, include forward-looking statements about the
Company's business, sales, expenditures, environmental regulatory compliance,
foreign operations, interest rate sensitivity, debt service, liquidity and
capital resources, and other operating and capital requirements. In addition,
forward-looking statements may be included in future Company documents and in
oral statements by Company representatives to security analysts and investors.
The Company is subject to risks that could cause actual events to vary
materially from such forward-looking statements, including the following risk
factors:

Risks Related to Technology: Although the Company's strategy includes
significant investment in research and development of new and innovative
products to meet technology advances, there can be no assurance that the
Company will be successful in competing against new technologies developed by
competitors.

Risks Related to Adoption of the Euro: The new European currency (the Euro)
began being used by the eleven participating European countries January 1,
1999. Although the United Kingdom is not currently a Euro country, theCompany's
Scottish subsidiary does a significant amount of business with Euro

Page 8 of 9

countries. Management believes it has the necessary systems and business
processes to deal with what is, in effect, one more foreign currency. There can
be no assurance, however, that there will not be unforeseen economic effects of
this change that affect the Company's business. Indeed, the current weakness of
the euro as compared to the British pound and U.S. dollar has had an adverse
impact on the Company's sales and margins on business done with Euro countries.

Risks Related to Foreign Operations:  Approximately a third of the Company's
sales and net assets relate to foreign operations.  Foreign operations are
subject to special risks that can materially affect the sales, profits, cash
flows, and financial position of the Company, including taxes and other
restrictions on distributions and payments, currency exchange rate
fluctuations, political and economic instability, inflation, minimum capital
requirements, and exchange controls.  In particular, the Company's Brazilian
operations, which constitute over half of the Company's revenues from foreign
operations, can be very volatile, changing from year to year due to the
political situation and economy.  As a result, the future performance of the
Brazilian operations is inherently unpredictable.

Risks Related to Cyclical Nature of the Industry: The market for most of the
Company's products is subject to economic conditions affecting the industrial
manufacturing sector, including the level of capital spending by industrial
companies.  Accordingly, economic weakness in the industrial manufacturing
sector will result in decreased demand for the Company's products and will
adversely affect performance. Economic weakness in the consumer market also
impacts the Company's performance.

Risks Related to Competition:  The Company's business is subject to direct and
indirect competition from both domestic and foreign firms.  In particular, low-
wage foreign sources have created severe competitive pricing pressures. Under
certain circumstances, including significant changes in U.S. and foreign
currency relationships, such pricing pressures might reduce unit sales and/or
adversely affect the Company's margins.



                      PART II.  OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K. none


                               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 thereunto duly authorized.

                                        THE L. S. STARRETT COMPANY
                                               (Registrant)


Date   February 11, 2002                 S/R.U.WELLINGTON, JR.
                                   R. U. Wellington, Jr. (Vice President,
                                   Treasurer and Chief Financial Officer)

Date   February 11, 2002                     S/S.G.THOMSON
                                 S. G. Thomson (Chief Accounting Officer)


                                  Page 9 of 9