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                March 27, 1999

                                     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 filings requirements for the past 90 days.


                             YES  X  NO

Common Shares outstanding as of      March 27, 1999    :

     Class A Common Shares      5,202,511

     Class B Common Shares      1,608,357






                                 Page 1 of 9
<PAGE>
                         THE L. S. STARRETT COMPANY

                                  CONTENTS

                                                                    Page No.

Part I.  Financial Information:

      Item 1.  Financial Statements

                  Consolidated Statements of Earnings and
                  Cash Flows - thirteen and thirty-nine
                  weeks ended  March 27, 1999 and
                  March 28, 1998 (unaudited)                            3

                  Consolidated Balance Sheets - March 27,
                  1999 (unaudited) and June 27, 1998                    4

                  Consolidated Statements of Stockholders'
                  Equity - thirty-nine weeks ended
                  March 27, 1999 and  March 28, 1998
                  (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
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                         THE L. S. STARRETT COMPANY
             Consolidated Statements of Earnings and Cash Flows
         (in thousands of dollars except per share data)(unaudited)
                                        13 Weeks Ended     39 Weeks Ended  
EARNINGS                               3/27/99  3/28/98   3/27/99  3/28/98

Net sales                               57,074   61,195   176,327  195,046 
Cost of goods sold                     (40,369) (41,317) (123,784)(131,168)
Selling and general                    (11,882) (12,761)  (36,390) (39,771)
Other income and expense                   403      319     1,389    1,161  

Earnings before income taxes             5,226    7,436    17,542   25,268 
Provision for federal, foreign and
      state income taxes                 1,640    2,441     5,527    8,469 

Net earnings                             3,586    4,995    12,015   16,799
Basic earnings per share                   .53      .72      1.75     2.43 
      Average shares used                6,833    6,880     6,871    6,889
Diluted earnings per share                 .53      .72      1.75     2.43
      Average shares used                6,838    6,894     6,878    6,904
Dividends per share                        .20      .19       .60      .57 

CASH FLOWS

Cash flows from operating activities:
   Net earnings                          3,586    4,995    12,015   16,799 
   Noncash expenses:
      Depreciation and amortization      2,814    2,802     8,780    8,197 
      Deferred taxes                       163      232        97       24 
      Unrealized translation losses                                    154 
   Working capital changes:
      Receivables                       (3,359)   2,265      (315)  (3,762)
      Inventories                         (540)     336      (479)   3,725 
      Other assets and liabilities        (147)     169       476    3,220 
   Prepaid pension cost and other       (1,197)  (1,043)   (2,317)  (2,575)

         Net cash from operations        1,320    9,756    18,257   25,782 

Cash flows from investing activities:
   Additions to plant and equipment     (4,050)  (4,242)  (13,830) (12,048)
   Change in short-term investments      3,987   (2,070)      628   (6,591)

         Net cash used in investing        (63)  (6,312)  (13,202) (18,639)

Cash flows from financing activities:
   Short-term borrowings, net                    (1,382)     (401)  (1,281)
   Long-term debt repayments                     (2,000)     (300)  (2,300)
   Common stock issued                     831      820     2,924    2,640 
   Treasury shares purchased            (2,895)    (505)   (5,912)  (4,524)
   Dividends                            (1,366)  (1,304)   (4,117)  (3,923)

         Net cash used in financing     (3,430)  (4,371)   (7,806)  (9,388)

Effect of translation rate changes
      on cash                             (165)      (2)     (179)      24 

Net decrease in cash                    (2,338)    (929)   (2,930)  (2,221)
Cash, beginning of period                3,113    1,761     3,705    3,053 
Cash, end of period                        775      832       775      832 

               See notes to consolidated financial statements
                                 Page 3 of 9
<PAGE>
                         THE L. S. STARRETT COMPANY
                         Consolidated Balance Sheets
                          (in thousands of dollars)
                                                      March 27     June 27 
                                                         1999        1998   
ASSETS                                               (unaudited)   _______ 
Current assets:
   Cash                                                    775       3,705 
   Investments                                          26,226      27,115 
   Accounts receivable (less allowance for doubtful
         accounts of $2,387,000 and $2,450,000)         38,560      40,764 
   Inventories:
      Finished goods                                    26,553      30,199 
      Goods in process and finished parts               26,579      25,825 
      Raw materials and supplies                        14,823      17,753 
                                                        67,955      73,777 
   Prepaid expenses and other current assets             1,107       5,335 
                  Total current assets                 134,623     150,696 

Property, plant and equipment, at cost (less
      accumulated depreciation of $69,035,000
      and $66,233,000)                                  68,751      68,818 
Cost in excess of net assets acquired (less
      accumulated amortization of $4,171,000
      and $3,896,000)                                    7,190       7,484 
Prepaid pension cost                                    24,470      22,035 
Other assets                                             1,143       1,230 
                                                       236,177     250,263 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable and current maturities                    600       1,001 
   Accounts payable and accrued expenses                11,162      14,371 
   Accrued salaries and wages                            4,948       8,059 
   Taxes payable                                         1,981       1,475 
   Employee deposits for stock purchase plan               508         528 
                  Total current liabilities             19,199      25,434 

Deferred income taxes                                    9,717       9,367 
Long-term debt                                           3,600       3,900 
Accumulated postretirement medical benefit obligation   16,299      16,268 

Stockholders' equity:
      Class A Common $1 par (20,000,000 shrs. auth.;
        5,202,511 outstanding in 1999, excluding 
        1,134,731 held in treasury; 5,193,904 outstanding
        in 1998, excluding 1,045,731 held in treasury)   5,203       5,194
      Class B Common $1 par (10,000,000 shrs. auth.;
        1,608,357 outstanding in 1999, excluding
        286,278 held in treasury; 1,703,434 outstanding
        in 1998, excluding 274,283 held in treasury)     1,608       1,703 
      Additional paid-in capital                        42,769      41,263 
      Retained earnings reinvested and employed in
            the business                               154,807     151,317 
      Foreign currency translation adjustment          (17,414)     (4,479)
      Other equity adjustments                             389         296 
                  Total stockholders' equity           187,362     195,294 
                                                       236,177     250,263 


               See Notes to Consolidated Financial Statements
                                 Page 4 of 9
<PAGE>
                         THE L. S. STARRETT COMPANY
               Consolidated Statements of Stockholders' Equity
      For the Thirty-nine Weeks Ended March 27, 1999 and March 28, 1998
                          (in thousands of dollars)
                                 (unaudited)



                           Common      Addi-                                
                          Stock Out-  tional               Equity           
                          standing   Paid-in   Retained    Adjust-          
                          ($1 Par)   Capital   Earnings    ments     Total  

Balance June 28, 1997        6,944    38,730   137,788    (2,997)  180,465 
Net earnings                                    16,799              16,799 
Dividends ($.57)                                (3,923)             (3,923)
Treasury shares:
  Purchased                   (132)     (826)   (3,566)             (4,524)
  Issued                        68     2,377                         2,445 
Options exercised               10       185                           195 
Translation loss, net                                       (498)     (498)
Investment valuation                                         126       126 

Balance March 28, 1998       6,890    40,466   147,098    (3,369)  191,085 




Balance June 27, 1998        6,897    41,263   151,317    (4,183)  195,294 
Net earnings                                    12,015              12,015 
Dividends ($.60)                                (4,117)             (4,117)
Treasury shares:
  Purchased                   (184)   (1,320)   (4,408)             (5,912)
  Issued                        84     2,504                         2,588 
Options exercised               14       322                           336 
Translation loss, net                                    (12,936)  (12,936)
Investment valuation                                          94        94 

Balance March 27, 1999       6,811    42,769   154,807   (17,025)  187,362 













               See Notes to Consolidated Financial Statements
                                 Page 5 of 9
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                         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 March 27,
1999 and June 27, 1998; the results of operations and cash flows for the
thirteen weeks and thirty-nine weeks ended  March 27, 1999 and March 28,
1998; and changes in stockholders' equity for the thirty-nine weeks ended March 
27, 1999 and March 28, 1998.

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 27, 1998, and these financial statements should be read
in conjunction with said annual report. In the third quarter of fiscal 1998, 
the Company's operations in Brazil ceased to be considered highly inflationary 
and, accordingly, the Company now accounts for any resulting translation 
adjustments as a component of equity. 

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

                                          Thirteen Weeks    Thirty-nine Weeks   
                                            Ended March        Ended March
                                            1999     1998      1999     1998    

  Interest income                           393      711     1,357    2,099    
  Interest expense and commitment fees     (115)    (171)     (307)    (628)    
  Realized and unrealized exchange losses    57     (237)       30     (469)    
  Other                                      68       16       309      159   .
                                            403      319     1,389    1,161  .

Approximately 70% of all inventories are valued on the LIFO method.  At
March 27, 1999, and June 27, 1998, total inventories are $25,013,000 and
$23,998,000 less, respectively, than if determined on a FIFO basis.

Long-term debt is comprised of the following (in thousands):
                                                March       June          
                                                1999        1998    

            Industrial revenue bond             1,200       1,500         
            Revolving credit agreement          3,000       3,000         
                                                4,200       4,500         
            Less current portion                  600         600         
                                                3,600       3,900         

Following is the reconciliation of net earnings to comprehensive income:
                                        Thirteen Weeks   Thirty-nine Weeks   
                                         Ended March        Ended March    
                                         1999     1998      1999     1998
                                                      
  Net earnings                          3,586    4,995    12,015   16,799    
  Unrealized gains on investments         (45)      49        94      126    
  Accumulated translation adjustments (11,948)  (1,318)  (12,936)    (498)     
  Comprehensive income                 (8,407)   3,726      (827)  16,427

The devaluation of the Brazilian Real in January 1999 resulted in an exchange 
rate of about 2.0 Reals to the U.S. dollar at the end of the current quarter 
compared to 1.2 at the beginning of the quarter, causing virtually all of the 
translation adjustment being shown above for the quarter. At the end of April, 
the rate had fallen back to about 1.7 Reals to the dollar, reversing about 
$4,000,000 of the decline shown above.
                                 Page 6 of 9
<PAGE>
                         THE L. S. STARRETT COMPANY
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            RESULTS OF OPERATIONS
Sales
Compared to a year ago, sales are down 7% in the March quarter and 10% for the 
three quarters ended in March. Of these decreases, approximately 4 and 2 
percentage points, respectively, are due to the 40% devaluation of the 
Brazilian Real that took place during the March quarter (this devaluation has 
reversed itself to around 30% at the end of April). The year to date decrease 
is spread fairly evenly between foreign and domestic operations, although 
foreign sales actually were flat in the March quarter comparison if the effect 
of the devaluation is ignored. These decreases in revenue directly reflect the 
industrial manufacturing economies, both in the U.S. and abroad. Over the past 
nine months, manufacturing operations on the industrial side in the U.S. have 
slowed, although our March sales would indicate that the downward trend has 
bottomed. In Scotland we are still being hurt by the strong British pound. In 
Brazil, the economy is slow, but the effects of the devaluation do not appear, 
at least so far, to be as severe as some had predicted.

Earnings Before Taxes
Pretax earnings are down 30% for the quarter and 31% for the year to date 
comparisons. This is consistent with the decrease in sales mentioned above and 
the lower margins resulting from 1) international pricing pressures due to the 
strong pound and 2) lower overhead absorption due to lower production activity.

Income Taxes
The effective income tax rate is 31% for the quarter and 32% year to date. The 
rates were slightly higher (33% and 34%) in the corresponding periods in the 
prior year. The main cause of the decrease is the favorable tax effect of a 
dividend paid by our Scottish subsidiary during the current quarter.

YEAR 2000
The Company does not currently anticipate any material disruption of its 
operations as a result of any failure by the Company to be year 2000 compliant. 
If, however, the Company, its customers or its suppliers are unable to achieve 
year 2000 compliance, the potential exists for the Company's business and 
results of operations to be adversely affected.

Worldwide, the Company has four major computer systems that are used in the 
areas of manufacturing, sales and accounting. Two use third party packages that 
the Company believes are or, through vendor upgrades, will be year 2000 
compliant. The other two systems are in the process of being converted to third 
party packages that the Company believes are already compliant. The Company 
expects to complete the reasonably necessary remediation of its significant 
systems by the end of calendar 1999 and has not incurred, and does not expect 
to incur, significant additional separately identifiable costs in order to make 
its computer systems year 2000 compliant. If it begins to appear that the 
Company's planned upgrades and modifications might fail to bring any of these 
major systems into year 2000 compliance or fail to do so in a timely manner, 
the Company will have to adopt, and for one system has actually adopted,  
contingency plans to deal with any resulting disruptions in its business.

The Company employs certain manufacturing processes that utilize computer 
controlled manufacturing equipment. The Company believes such equipment is year 
2000 compliant to the extent reasonably necessary but has not completed its 
testing of such equipment. In the event the Company determines that such 
equipment cannot readily be made year 2OOO compliant, it believes it can revert 
to the manual processes previously employed or outsource such work. The Company
                                 Page 7 of 9
<PAGE>
is also in the process of investigating the status of other systems with 
respect to year 2000 compliance such as phone, fax, heating/air conditioning,
and electricity and believes they will be year 2000 compliant to the extent 
reasonably necessary before the end of 1999. The Company is utilizing internal 
resources for this purpose and does not expect to incur significant separately 
identifiable costs.

In addition to reviewing its own systems, the Company has polled or is in the 
process of polling its significant customers and vendors to get assurance that 
they are year 2000 compliant and to attempt to identify potential issues. To
the extent such assurance is not received, appropriate contingency plans will 
be developed and implemented. At this time, the Company is not aware of 
significant problems. If the Company's customers and vendors do not achieve 
year 2000 compliance before the end of 1999, the Company could experience a 
variety of problems that might have a material adverse effect on the Company's 
business and results of operations. For example, customers might lose EDI 
capability or vendors might fail to deliver, but most foreseeable problems can 
be overcome by reverting to phone, fax, mail and other manual procedures. It 
should be noted that the Company outsources very little other than raw steel 
and is not dependent on single source suppliers. In addition it has no customer 
accounting for more than ten percent of sales.

                        LIQUIDITY AND CAPITAL RESOURCES
                                           13 Weeks Ended     39 Weeks Ended   
                                          3/27/99  3/28/98   3/27/99  3/28/98
   Cash provided by operations              1,320    9,756    18,257   25,782
   Cash used in investing activities          (63)  (6,312)  (13,202) (18,639)
   Cash used in financing activities       (3,430)  (4,371)   (7,806)  (9,388)
   Cash effect of translation rate changes   (165)      (2)     (179)      24 
      Net increase (decrease) in cash      (2,338)    (929)   (2,930)  (2,221)

Although earnings have decreased compared to prior periods, the main reasons 
for the decrease in cash flow provided from operations are the working capital 
changes. These working capital changes as well as an increase in treasury share 
purchases (a financing activity) in both the current and year to date 
comparisons have resulted in less funds being available for short-term 
investing and, in the current quarter, the need to liquidate certain short-term 
investments. The Company maintains sufficient liquidity and has adequate 
resources, including lines of credit, to fund its operations under current 
business conditions. The Company continues to maintain a strong financial 
position with a working capital ratio of 7.0 to 1 as of March 27, 1999 and 5.9 
to 1 as of June 27, 1998.

                             SAFE HARBOR STATEMENT
           UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This quarterly report may include forward-looking statements about the 
Company's business, general economic conditions, sales, expenditures, year 2000 
compliance, environmental regulatory compliance, foreign operations, 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 Year 2000 Issues: The Company continues to explore whether and 
to what extent its computer and other systems will be disrupted at the turn of
the century as a result of the widely-publicized dating system flaw inherent in 
many computer systems. See "Management's Discussion and Analysis of Financial 
Condition and Results of Operations-Year 2000."
                                 Page 8 of 9
<PAGE>
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, the 
Company's Scottish subsidiary does a significant amount of business with Euro
countries. Management believes it has the necessary systems and business 
processes to deal with what is, in effect, one more foreign currency, but there 
can be no assurance that there will not be unforeseen economic effects of this 
change that might affect the Company's sales or margins on business done with 
Euro countries.  

Risks Related 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 in emerging markets, 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. See Management's Discussion 
regarding the recent devaluation of the Brazilian currency.

Risks Related to Cyclical Nature of the Industry: The market for the Company's 
products is subject to general economic conditions, including the level of 
capital spending by industrial companies.  As such, recessionary forces 
decrease demand for the Company's products and adversely affect 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   May 7, 1999                         S/R.U.WELLINGTON, JR.       
                                     R. U. Wellington, Jr. (Treasurer      
                                       and Chief Financial Officer)        

Date   May 7, 1999                            S/S.G.THOMSON                
                                 S. G. Thomson (Chief Accounting Officer)


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