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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 October 31, 2003



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-5286



KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware                                                      |  | 38-0715562                          
|------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer Identification No.)



|2700 West Front StreetStatesville, North Carolina |  | 28677     
|------------------------------------------------- |  | ----------
|(Address of principal executive offices)          |  | (Zip Code)



(704) 873-7202

(Registrants telephone number, including area code)



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 ̈



As of December 8, 2003, the Registrant had outstanding 2,486,245 shares of Common Stock.



Pages: This report, excluding exhibits, contains 19 pages numbered sequentially from this cover page.



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##### Table of Contents

KEWAUNEE SCIENTIFIC CORPORATION



INDEX TO FORM 10-Q



FOR THE QUARTERLY PERIOD
ENDED OCTOBER 31, 2003



|                              |  |                                                                                                               |  | PageNumber
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----------
|PART I. FINANCIAL INFORMATION |  |                                                                                                              
|                              |  |                                                                                                              
|Item 1.                       |  | Financial Statements                                                                                          |  |           
|                              |  |                                                                                                              
|                              |  | Condensed Consolidated Statements of Operations  Three months and six months ended October 31, 2003 and 2002 |  | 3         
|                              |  |                                                                                                              
|                              |  | Condensed Consolidated Balance Sheets  October 31, 2003 and April 30, 2003                                   |  | 4         
|                              |  |                                                                                                              
|                              |  | Condensed Consolidated Statements of Cash Flows  Six months ended October 31, 2003 and 2002                  |  | 5         
|                              |  |                                                                                                              
|                              |  | Notes to Condensed Consolidated Financial Statements                                                          |  | 6         
|                              |  |                                                                                                              
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  | 10        
|                              |  |                                                                                                              
|                              |  | Review by IndependentAuditors                                                                                 |  | 14        
|                              |  |                                                                                                              
|                              |  | Report by IndependentAuditors                                                                                 |  | 15        
|                              |  |                                                                                                              
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 16        
|                              |  |                                                                                                              
|Item 4.                       |  | Controls and Procedures                                                                                       |  | 16        
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                              
|                              |  |                                                                                                              
|Item 1.                       |  | Legal Proceedings                                                                                             |  | 17        
|                              |  |                                                                                                              
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                           |  | 17        
|                              |  |                                                                                                              
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                              |  | 18        
|                              | 
|SIGNATURE                     |  | 19                                                                                                           







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##### Table of Contents

Part 1. Financial Information

|Item  1. |  | Financial Statements
|-------- |  | --------------------

Kewaunee Scientific
Corporation

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                     |  | Three months ended October 31           |        |   | Six months ended October 31 |  
|-------------------------------------------------------------------- |  | --------------------------------------- | ------ | - | --------------------------- | -
|                                                                     |  | 2003                                    |        |   | 2002                        |  
|                                                                     |  | ($ in thousands, except per share data) |       
|Net sales                                                            |  | $                                       | 24,384 |   |                             | $
|Cost of products sold                                                |  |                                         | 20,280 |   |                             |  
|                                                                     |  |                                         |        |   |                             |  
|Gross profit                                                         |  |                                         | 4,104  |   |                             |  
|Operating expenses                                                   |  |                                         | 3,321  |   |                             |  
|                                                                     |  |                                         |        |   |                             |  
|Operating earnings (loss)                                            |  |                                         | 783    |   |                             |  
|Interest expense                                                     |  |                                         | (83    | ) |                             |  
|Other (expense) income                                               |  |                                         | (47    | ) |                             |  
|                                                                     |  |                                         |        |   |                             |  
|Earnings (loss) before income taxes                                  |  |                                         | 653    |   |                             |  
|Income tax expense (benefit)                                         |  |                                         | 235    |   |                             |  
|                                                                     |  |                                         |        |   |                             |  
|Net earnings (loss)                                                  |  | $                                       | 418    |   |                             |  
|                                                                     |  |                                         |        |   |                             |  
|Net earnings (loss) per share-                                       |  |                                         |        |   |                             |  
|Basic                                                                |  | $                                       | 0.17   |   |                             |  
|Diluted                                                              |  | $                                       | 0.17   |   |                             |  
|Weighted average number of common shares outstanding (in thousands)- |  |                                         |        |   |                             |  
|Basic                                                                |  |                                         | 2,486  |   |                             |  
|Diluted                                                              |  |                                         | 2,491  |   |                             |  



See accompanying
notes to condensed consolidated financial statements.



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Kewaunee Scientific Corporation

Condensed Consolidated Balance Sheets

(in thousands)



|                                              |  | October 31 2003 |         |   | April 30 2003 |  
|--------------------------------------------- |  | --------------- | ------- | - | ------------- | -
|                                              |  | (Unaudited)     |         |   |               |  
|Assets                                        |  |                 |         |   |               |  
|Current assets:                               |  |                 |         |   |               |  
|Cash and cash equivalents                     |  | $               | 796     |   |               | $
|Receivables, less allowance                   |  |                 | 21,930  |   |               |  
|Inventories                                   |  |                 | 4,740   |   |               |  
|Deferred income taxes                         |  |                 | 103     |   |               |  
|Prepaid income taxes                          |  |                 | 422     |   |               |  
|Prepaid expenses and other current assets     |  |                 | 908     |   |               |  
|                                              |  |                 |         |   |               |  
|Total current assets                          |  |                 | 28,899  |   |               |  
|Property, plant and equipment, at cost        |  |                 | 33,142  |   |               |  
|Accumulated depreciation                      |  |                 | (21,177 | ) |               |  
|                                              |  |                 |         |   |               |  
|Net property, plant and equipment             |  |                 | 11,965  |   |               |  
|                                              |  |                 |         |   |               |  
|Other assets                                  |  |                 | 6,461   |   |               |  
|                                              |  |                 |         |   |               |  
|Total Assets                                  |  | $               | 47,325  |   |               | $
|                                              |  |                 |         |   |               |  
|Liabilities and Stockholders Equity          |  |                 |         |   |               |  
|Current liabilities:                          |  |                 |         |   |               |  
|Short-term borrowings                         |  | $               | 4,740   |   |               | $
|Current portion of long-term debt             |  |                 | 1,118   |   |               |  
|Accounts payable                              |  |                 | 5,558   |   |               |  
|Employee compensation and amounts withheld    |  |                 | 1,444   |   |               |  
|Deferred Revenue                              |  |                 | 1,740   |   |               |  
|Other accrued expenses                        |  |                 | 1,399   |   |               |  
|                                              |  |                 |         |   |               |  
|Total current liabilities                     |  |                 | 15,999  |   |               |  
|Long-term debt                                |  |                 | 1,490   |   |               |  
|Deferred income taxes                         |  |                 | 1,151   |   |               |  
|Accrued employee benefit plan costs           |  |                 | 1,657   |   |               |  
|Other long-term liabilities                   |  |                 | 495     |   |               |  
|                                              |  |                 |         |   |               |  
|Total Liabilities                             |  |                 | 20,792  |   |               |  
|Stockholders equity:                         |  |                 |         |   |               |  
|Common stock                                  |  |                 | 6,550   |   |               |  
|Additional paid-in-capital                    |  |                 | 134     |   |               |  
|Retained earnings                             |  |                 | 20,641  |   |               |  
|Accumulated other comprehensive income (loss) |  |                 | 32      |   |               |  
|Common stock in treasury, at cost             |  |                 | (824    | ) |               |  
|                                              |  |                 |         |   |               |  
|Total stockholders equity                    |  |                 | 26,533  |   |               |  
|                                              |  |                 |         |   |               |  
|Total Liabilities and Stockholders Equity    |  | $               | 47,325  |   |               | $
|                                              |  |                 |         |   |               |  



See accompanying
notes to condensed financial statements.



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Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                |  | Six months ended October 31 |       
|------------------------------------------------------------------------------- |  | --------------------------- | ------
|                                                                                |  | 2003                        |       
|Cash flows from operating activities:                                           |  |                             |       
|Net earnings                                                                    |  | $                           | 879   
|Adjustments to reconcile net earnings to net cash used in operating activities: |  |                             |       
|Depreciation                                                                    |  |                             | 1,041 
|Provision for bad debts                                                         |  |                             | 6     
|Decrease in prepaid income taxes                                                |  |                             | 1,077 
|Increase in receivables                                                         |  |                             | (5,798
|Decrease in inventories                                                         |  |                             | 1,218 
|Decrease in accounts payable and other current liabilities                      |  |                             | (1,974
|Increase in deferred revenue                                                    |  |                             | 884   
|Other, net                                                                      |  |                             | 481   
|                                                                                |  |                             |       
|Net cash (used in) provided by operating activities                             |  |                             | (2,186
|Cash flows from investing activities:                                           |  |                             |       
|Capital expenditures                                                            |  |                             | (1,215
|Proceeds from sale of fixed assets                                              |  |                             |      
|                                                                                |  |                             |       
|Net cash used in investing activities                                           |  |                             | (1,215
|Cash flows from financing activities:                                           |  |                             |       
|Increase in short-term borrowings                                               |  |                             | 3,324 
|Proceeds from long-term debt                                                    |  |                             | 1,200 
|Payments on long-term debt                                                      |  |                             | (522  
|Dividends paid                                                                  |  |                             | (348  
|Proceeds from exercise of stock options (including tax benefit)                 |  |                             | 23    
|                                                                                |  |                             |       
|Net cash provided by (used in) financing activities                             |  |                             | 3,677 
|                                                                                |  |                             |       
|Increase (decrease) in cash and cash equivalents                                |  |                             | 276   
|Cash and cash equivalents, beginning of period                                  |  |                             | 520   
|                                                                                |  |                             |       
|Cash and cash equivalents, end of period                                        |  | $                           | 796   
|                                                                                |  |                             |       



See accompanying
notes to condensed financial statements.



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Kewaunee Scientific Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited)



|A. | Financial Information
|-- | ---------------------



The unaudited interim condensed consolidated financial statements of Kewaunee Scientific Corporation (the Company or Kewaunee) have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted. These interim condensed financial statements should be read in conjunction with the financial statements and notes included in the Companys 2003
Annual Report to Stockholders.



The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.



In the opinion of management, the interim condensed consolidated financial
statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of
operations to be expected for the full year.



Certain prior quarterly accounts
have been reclassified with current quarterly presentations.



|B. | Inventories
|-- | -----------



Inventories consisted of the following (in thousands):



|                  |  | October 31,2003 |       | April 30,2003
|----------------- |  | --------------- | ----- | -------------
|Finished products |  | $               | 1,909 |              
|Work in process   |  |                 | 1,742 |              
|Raw materials     |  |                 | 1,089 |              
|                  |  |                 |       |              
|                  |  | $               | 4,740 |              
|                  |  |                 |       |              



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|C. | Balance Sheet
|-- | -------------



The Companys April 30, 2003 condensed consolidated balance sheet as presented herein is derived from audited financial statements, but does not include all disclosures required by generally accepted accounting
principles.



|D. | Segment Information
|-- | -------------------



The following table shows net sales and profits by business segment for three months and six months ended October 31, 2003 and 2002 (in thousands):



|                                    |  | Laboratory Products |        | Technical Products |   |       | Corporate |  |        | Total | 
|----------------------------------- |  | ------------------- | ------ | ------------------ | - | ----- | --------- |  | ------ | ----- | 
|Three months ended October 31, 2003 |  |                     |        |                    |   |       |           |  |        |       | 
|Revenues from external customers    |  | $                   | 22,741 |                    | $ | 1,643 |           |  |       |       | 
|Intersegment revenues               |  |                     | 377    |                    |   |      |           |  | (377   | )     | 
|Segment profit (loss)               |  |                     | 1,028  |                    |   | 40    |           |  | (415   | )     | 
|Segment Assets                      |  |                     | 42,731 |                    |   |      |           |  | 4,594  |       | 
|                                    |  |                     |        |                   
|Three months ended October 31, 2002 |  |                     |        |                    |   |       |           |  |        |       | 
|Revenues from external customers    |  | $                   | 18,231 |                    | $ | 1,674 |           |  |       |       | 
|Intersegment revenues               |  |                     | 183    |                    |   |      |           |  | (183   | )     | 
|Segment profit (loss)               |  |                     | 255    |                    |   | 72    |           |  | (519   | )     | 
|Segment Assets                      |  |                     | 39,799 |                    |   |      |           |  | 2,258  |       | 
|                                    |  |                     |        |                   
|Six months ended October 31, 2003   |  |                     |        |                    |   |       |           |  |        |       | 
|Revenues from external customers    |  | $                   | 45,342 |                    | $ | 3,255 |           |  |       |       | 
|Intersegment revenues               |  |                     | 1,419  |                    |   |      |           |  | (1,419 | )     | 
|Segment profit (loss)               |  |                     | 1,902  |                    |   | 123   |           |  | (652   | )     | 
|Segment Assets                      |  |                     | 42,731 |                    |   |      |           |  | 4,594  |       | 
|                                    |  |                     |        |                   
|Six months ended October 31, 2002   |  |                     |        |                    |   |       |           |  |        |       | 
|Revenues from external customers    |  | $                   | 36,279 |                    | $ | 3,031 |           |  |       |       | 
|Intersegment revenues               |  |                     | 345    |                    |   |      |           |  | (345   | )     | 
|Segment profit (loss)               |  |                     | 1,123  |                    |   | (44   | )         |  | (769   | )     | 
|Segment Assets                      |  |                     | 39,799 |                    |   |      |           |  | 2,258  |       | 



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|E. | Comprehensive Income
|-- | --------------------



A reconciliation of net earnings and total comprehensive income for the three months and six months ended October 31, 2003 and 2002 is as follows (in thousands):



|                                                              |  | Three months ended October 31, 2003 |     | Three months ended October 31, 2002 |  
|------------------------------------------------------------- |  | ----------------------------------- | --- | ----------------------------------- | -
|Net earnings (loss)                                           |  | $                                   | 418 |                                     | $
|Change in fair value of cash flow hedge, net of income tax    |  |                                     | 3   |                                     |  
|Change in cumulative foreign currency translation adjustments |  |                                     | 16  |                                     |  
|                                                              |  |                                     |     |                                     |  
|Total comprehensive income (loss)                             |  | $                                   | 437 |                                     | $
|                                                              |  |                                    
|                                                              |  | Six months ended October 31, 2003   |     | Six months ended October 31, 2002   |  
|Net earnings                                                  |  | $                                   | 879 |                                     | $
|Change in fair value of cash flow hedge, net of income tax    |  |                                     | 9   |                                     |  
|Change in cumulative foreign currency translation adjustments |  |                                     | 33  |                                     |  
|                                                              |  |                                     |     |                                     |  
|Total comprehensive income                                    |  | $                                   | 921 |                                     | $



The Company adopted SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, effective January 1, 2001. SFAS No. 133 requires that the Company record derivatives on the balance sheet at fair value and establishes criteria for designation and
effectiveness of hedging relationships. The nature of the Companys business activities involves the management of various financial and market risks, including those related to changes in interest rates. The Company may from time-to-time
employ derivative financial instruments, such as interest rate swap contracts, to mitigate or eliminate certain of those risks. The Company does not enter into derivative instruments for speculative purposes. The Company had one interest rate swap
agreement outstanding at October 31, 2003.



For the Companys foreign
subsidiaries, assets and liabilities are translated at exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at weighted average exchange rates prevailing during the period and any resulting translation
adjustments are reported separately in shareholders equity.



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|F. | Commitments and Contingencies
|-- | -----------------------------



The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration proceedings
completed in December 2000. In June 2003, a judgment was entered in the case against the Company and two other defendants identifying the responsibility for the payment of the Arbitrators award. The Company believes that its ultimate liability
regarding this matter ranges from $100,000 to $400,000. At October 31, 2003, the Company had an accrual of $134,000 for final settlement of this matter, unchanged from April 30, 2003.



|G. | Stock Options
|-- | -------------



The Company accounts for stock options granted to employees and directors using the intrinsic value method. Under this method no compensation expense is recorded since the exercise price of the stock options is equal
to the market price of the underlying stock on the grant date. Had compensation expense for the stock options issued been determined consistent with Financial Accounting Standards Board (FASB) Statement No. 123, Accounting for
Stock-Based Compensation, net earnings and net earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):



|                                        |  | Three months endedOctober 31, 2003 |      |   | Three months endedOctober 31, 2002 |  
|--------------------------------------- |  | ---------------------------------- | ---- | - | ---------------------------------- | -
|Net earnings (loss) as reported         |  | $                                  | 418  |   |                                    | $
|Pro forma compensation cost             |  |                                    | (20  | ) |                                    |  
|Net earnings (loss) pro forma           |  |                                    | 398  |   |                                    |  
|Net earnings (loss) per share  Basic   |  |                                    |      |   |                                    |  
|As reported                             |  | $                                  | 0.17 |   |                                    | $
|Pro forma                               |  |                                    | 0.16 |   |                                    |  
|Net earnings (loss) per share  Diluted |  |                                    |      |   |                                    |  
|As reported                             |  | $                                  | 0.17 |   |                                    | $
|Pro forma                               |  |                                    | 0.16 |   |                                    |  
|                                        |  |                                   
|                                        |  | Six months endedOctober 31, 2003   |      |   | Six months endedOctober 31, 2002   |  
|Net earnings as reported                |  | $                                  | 879  |   |                                    | $
|Pro forma compensation cost             |  |                                    | (40  | ) |                                    |  
|Net earnings pro forma                  |  |                                    | 839  |   |                                    |  
|Net earnings per share  Basic          |  |                                    |      |   |                                    |  
|As reported                             |  | $                                  | 0.35 |   |                                    | $
|Pro forma                               |  |                                    | 0.34 |   |                                    |  
|Net earnings per share  Diluted        |  |                                    |      |   |                                    |  
|As reported                             |  | $                                  | 0.35 |   |                                    | $
|Pro forma                               |  |                                    | 0.34 |   |                                    |  



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|Item  2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|-------- |  | -------------------------------------------------------------------------------------



The Companys 2003 Annual Report to Stockholders contains managements discussion and analysis of financial condition and results
of operations at and for the year ended April 30, 2003. The following discussion and analysis describes material changes in the Companys financial condition since April 30, 2003. The analysis of results of operations compares the three months
and six months ended October 31, 2003 with the comparable periods of the prior fiscal year.



Results of Operations



The Company
recorded sales of $24.4 million for the three months ended October 31, 2003, up 22.5% from sales of $19.9 million for the comparable period of the prior year. Sales for the six months ended October 31, 2003 were $48.6 million, up 23.6% from sales of
$39.3 million in the comparable period of the prior year.



Sales of laboratory
products increased 24.7% and 25.0% during the three months and six months ended October 31, 2003, respectively, from the same periods last year, while sales of technical products decreased 1.9% and increased 7.4%, respectively. Strong sales were
experienced for all of the Companys major laboratory product lines. The order backlog was $46.3 million at October 31, 2003, compared to $36.9 million at October 31, 2002.



The gross profit margin for the three months ended October 31, 2003 was 16.8% of sales, as compared to 15.8% of sales in the comparable
quarter of the prior year. The gross profit margin for the six months ended October 31, 2003 was 15.9%, as compared to 16.7% in the comparable period of the prior year. Gross profit margins for the three and six months periods of the current year
were adversely affected by pricing pressures in the markets for the Companys products. The gross profit margin for the six months period of the current year was also adversely affected by manufacturing inefficiencies in the first quarter of
the year. The gross profit in the prior year periods were adversely affected by $550,000 in charges related to the relocation of the Companys technical products business and write-down of related inventories.



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Operating expenses for the three months ended October 31, 2003 were $3.3 million, or 13.6% of sales, as compared to $3.4
million, or 16.9% of sales, in the comparable period of the prior year. Included in the current quarter were charges of $144,000 for severance costs and included in the prior year quarter were charges of $179,000 related to the relocation of the
Companys technical products business. Operating expenses for the six months ended October 31, 2003 were $6.3 million, or 13.0% of sales, as compared to $6.3 million, or 15.9% of sales, in the comparable period of the prior year. The improved
ratio of expenses to sales in the current year occurred as operating expenses remained relatively flat while sales increased.



Interest expense was $83,000 and $161,000 for the three months and six months ended October 31, 2003, respectively, compared to $40,000 and $82,000 for the comparable
periods of the prior year. The increase in interest expense for the current quarter and year resulted from higher levels of borrowings.



Other expense was $47,000 and other income was $149,000 in the three months and six months ended October 31, 2003, respectively, compared to other income of $67,000 and
$68,000 for the comparable periods of the prior year. Other income for the current year was increased by $295,000 in the first quarter from the resolution of a disputed claim for laboratory furniture sold by the Company several years ago.



Income tax expenses of $235,000 and $494,000 were recorded for the three
months and six months ended October 31, 2003, respectively, as compared to an income tax benefit of $68,000 and an income tax expense of $110,000 recorded for the comparable periods of the prior year. The effective tax rate was approximately 36.0%
for the three and six months ended October 31, 2003 and 35.5% for the three and six months period ended October 31, 2002.



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Net earnings of $418,000 and $879,000, or $.17 per diluted share and $.35 per diluted share, were recorded for the three
months and six months ended October 31, 2003, respectively. This compares to a net loss of $124,000 and net earnings of $200,000, or $.05 per diluted share and $.08 per diluted share, respectively, for the comparable periods of the prior year.



Liquidity and Capital Resources



Historically, the Companys principal sources of liquidity have been funds generated
from operations, supplemented as needed by short-term borrowings. The Company believes that these sources, will be sufficient to support ongoing business levels, including capital expenditures through the current fiscal year.



During the first quarter of the current year, the Companys revolving credit loan was
amended to increase allowable advances under the loan from $7.0 million to $9.0 million. At October 31, 2003, advances of $4,740,000 were outstanding under this loan. During the first quarter of the current year, the Company increased its long-term
bank borrowings by $1.2 million, with such borrowings repayable in thirty-three equal monthly installments.



The Company had working capital of $12.9 million at October 31, 2003, as compared to $11.7 million at April 30, 2003. The ratio of current assets to current liabilities was 1.8-to-1 at October 31, 2003, as compared to
1.9-to-1 at April 30, 2003.



The Companys operations used cash of $2.2
million during the six months ended October 31, 2003, primarily attributable to an increase in accounts receivable and a decrease in accounts payable, partially offset by reductions in prepaid income taxes and inventories. The Companys
operations provided cash of $1.0 million during six months ended October 31, 2002, primarily from operating earnings, partially offset by an increase in accounts receivable.



During the six months ended October 31, 2003, the Company used net cash of $1,215,000 in investing activities, primarily for production
equipment, compared to $1,996,000 for such expenditures in the comparable period of the prior year.



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Safe Harbor Statement under the Private Securities Litigation

Reform Act of 1995



Certain statements in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the
Reform Act). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. These factors
include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Companys operations, markets, products, services, and prices. The cautionary statements made pursuant to the Reform Act herein and
elsewhere by the Company should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the effective date of the Reform Act. The Company cannot always predict what factors would cause
actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms believes, belief, expects,
plans, objectives, anticipates, intends or the like to be uncertain and forward-looking.



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REVIEW BY INDEPENDENT AUDITORS



A review of the interim
financial information included in this Quarterly Report on Form 10-Q for the three months and six months ended October 31, 2003 has been performed by PricewaterhouseCoopers LLP, the Companys independent auditors. Their report on the interim
financial information follows.



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REPORT OF INDEPENDENT AUDITORS



To the Board of
Directors and Stockholders of

Kewaunee Scientific Corporation

Statesville, North Carolina



We have reviewed the accompanying
condensed consolidated balance sheet of Kewaunee Scientific Corporation as of October 31, 2003 and April 30, 2003, and the related condensed consolidated statements of operations for each of the three and six-month periods ended
October 31, 2003 and October 31, 2002 and the condensed consolidated statement of cash flows for the six-month periods ended October 31, 2003 and October 31, 2002. These financial statements are the responsibility of the Companys
management.



We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.



Based on our review, we are not aware of any
material modifications that should be made to the accompanying condensed consolidated interim financial information for them to be in conformity with accounting principles generally accepted in the United States of America.



We previously audited in accordance with auditing standards generally accepted in the United
States of America, the consolidated balance sheet as of April 30, 2003, and the related consolidated statements of operations, of stockholders equity, and of cash flows for the year then ended (not presented herein), and in our report dated
June 4, 2003 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of April 30, 2003 is fairly stated in all material
respects in relation to the consolidated balance sheet from which it has been derived.



PricewaterhouseCoopers LLP

Charlotte, North Carolina



November 21, 2003



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|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk
|------- |  | ----------------------------------------------------------



There are no material changes to the disclosures made on this matter in the Companys Annual Report on Form 10-K for the fiscal year ended April 30,
2003.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



| | (a) | Evaluation of disclosure controls and procedures
| | --- | ------------------------------------------------



An evaluation was performed under the supervision and the participation of the companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended) as of October 31, 2003. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that, as of October 31, 2003, the Companys disclosure controls and procedures were adequate and
effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.



| | (b) | Changes in internal controls
| | --- | ----------------------------



There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to
October 31, 2003. As no significant deficiencies or material weaknesses were found, no corrective actions were taken.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. |  | Legal Proceedings
|------- |  | -----------------



The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration
proceedings completed in December 2000. In June 2003, a judgment was entered in the case against the Company and two other defendants identifying the responsibility for the payment of the Arbitrators award. The Company believes that its
ultimate liability regarding this matter ranges from $100,000 to $400,000. At October 31, 2003, the Company had an accrual of $134,000 for final settlement of this matter, unchanged from April 30, 2003.



|Item 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------



The Companys Annual Meeting of Stockholders was held on August 27, 2003. Information regarding the results of this meeting are incorporated by
reference from the Companys Report on Form 10-Q for the three months ended July 31, 2003.



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##### Table of Contents

|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



| | (a) | Exhibits
| | --- | --------



|     | 
|---- | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 
|     | 
|32.2 | 



| | (b) | Reports on Form 8-K
| | --- | -------------------



A Form 8-K was filed on August 25, 2003 with the Commission which included as an exhibit the Companys Press Release announcing the financial results
for the three months ended July 31, 2003.



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SIGNATURE



Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  | KEWAUNEE SCIENTIFIC CORPORATION
|----------------------- |  |  |  | -------------------------------
|                        |  |  |  | (Registrant)                   
|                        |  |  | 
|Date: December 15, 2003 |  |  |  | By                             
|                        |  |  |  |                                
|                        |  |  |  |                                



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