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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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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 July 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



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KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)



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



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



(704) 873-7202

(Registrants telephone number, including area code)



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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 August 29, 2003, the Registrant had outstanding 2,485,245 shares of Common Stock.



Pages: This report, excluding exhibits, contains 17 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 JULY 31, 2003



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##### Table of Contents

|                              |  |                                                                                           |  | Page
|----------------------------- |  | ----------------------------------------------------------------------------------------- |  | ----
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                          
|                              |  |                                                                                          
|Item 1.                       |  | Financial Statements                                                                      |  |     
|                              |  |                                                                                          
|                              |  | Condensed Consolidated Statements of OperationsThree months ended July 31, 2003 and 2002 |  | 3   
|                              |  |                                                                                          
|                              |  | Condensed Consolidated Balance SheetsJuly 31, 2003 and April 30, 2003                    |  | 4   
|                              |  |                                                                                          
|                              |  | Condensed Consolidated Statements of Cash FlowsThree months ended July 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     |  | 9   
|                              |  |                                                                                          
|                              |  | Review by Independent Accountants                                                         |  | 12  
|                              |  |                                                                                          
|                              |  | Report of Independent Accountants                                                         |  | 13  
|                              |  |                                                                                          
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                |  | 14  
|                              |  |                                                                                          
|Item 4.                       |  | Controls and Procedures                                                                   |  | 14  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                          
|                              |  |                                                                                          
|Item 1.                       |  | Legal Proceedings                                                                         |  | 15  
|                              |  |                                                                                          
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                       |  | 15  
|                              |  |                                                                                          
|Item 5.                       |  | Other Matters                                                                             |  | 15  
|                              |  |                                                                                          
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                          |  | 16  
|                              | 
|SIGNATURE                     |  | 17                                                                                       





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##### Table of Contents

Part 1. Financial Information



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



Kewaunee Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)



|                                                                    |  | Three months endedJuly 31 |       
|------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                    |  | 2003                      |       
|Net sales                                                           |  | $                         | 24,213
|Costs of products sold                                              |  |                           | 20,610
|                                                                    |  |                           |       
|Gross profit                                                        |  |                           | 3,603 
|Operating expenses                                                  |  |                           | 3,001 
|                                                                    |  |                           |       
|Operating earnings                                                  |  |                           | 602   
|Interest expense                                                    |  |                           | (78   
|Other income                                                        |  |                           | 196   
|                                                                    |  |                           |       
|Earnings before income taxes                                        |  |                           | 720   
|Income tax expense                                                  |  |                           | 259   
|                                                                    |  |                           |       
|Net earnings                                                        |  | $                         | 461   
|                                                                    |  |                           |       
|Net earnings per share                                              |  |                           |       
|Basic                                                               |  | $                         | 0.19  
|Diluted                                                             |  | $                         | 0.19  
|Weighted average number of common shares outstanding (in thousands) |  |                           |       
|Basic                                                               |  |                           | 2,485 
|Diluted                                                             |  |                           | 2,489 



See accompanying
notes to condensed financial statements.



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Kewaunee Scientific Corporation

Condensed Consolidated Balance Sheets

(in thousands)



|                                              |  | July 31 2003 |         |   | April 302003 |  
|--------------------------------------------- |  | ------------ | ------- | - | ------------ | -
|                                              |  | (Unaudited)  |         |   |              |  
|Assets                                        |  |              |         |   |              |  
|Current assets:                               |  |              |         |   |              |  
|Cash and cash equivalents                     |  | $            | 400     |   |              | $
|Receivables, less allowance                   |  |              | 22,814  |   |              |  
|Inventories                                   |  |              | 5,490   |   |              |  
|Deferred income taxes                         |  |              | 103     |   |              |  
|Prepaid income taxes                          |  |              | 1,213   |   |              |  
|Prepaid expenses and other current assets     |  |              | 1,162   |   |              |  
|                                              |  |              |         |   |              |  
|Total current assets                          |  |              | 31,182  |   |              |  
|Property, plant and equipment, at cost        |  |              | 33,000  |   |              |  
|Accumulated depreciation                      |  |              | (20,633 | ) |              |  
|                                              |  |              |         |   |              |  
|Net property, plant and equipment             |  |              | 12,367  |   |              |  
|                                              |  |              |         |   |              |  
|Other assets                                  |  |              | 6,648   |   |              |  
|                                              |  |              |         |   |              |  
|Total Assets                                  |  | $            | 50,197  |   |              | $
|                                              |  |              |         |   |              |  
|Liabilities and Stockholders Equity          |  |              |         |   |              |  
|Current liabilities:                          |  |              |         |   |              |  
|Short-term borrowings                         |  | $            | 6,919   |   |              | $
|Current portion of long-term debt             |  |              | 1,117   |   |              |  
|Accounts payable                              |  |              | 6,787   |   |              |  
|Employee compensation and amounts withheld    |  |              | 1,451   |   |              |  
|Deferred Revenue                              |  |              | 1,347   |   |              |  
|Other accrued expenses                        |  |              | 1,295   |   |              |  
|                                              |  |              |         |   |              |  
|Total current liabilities                     |  |              | 18,916  |   |              |  
|Long-term debt                                |  |              | 1,770   |   |              |  
|Deferred income taxes                         |  |              | 1,151   |   |              |  
|Accrued employee benefit plan costs           |  |              | 1,645   |   |              |  
|Other long-term liabilities                   |  |              | 449     |   |              |  
|                                              |  |              |         |   |              |  
|Total Liabilities                             |  |              | 23,931  |   |              |  
|Stockholders equity:                         |  |              |         |   |              |  
|Common stock                                  |  |              | 6,550   |   |              |  
|Additional paid-in-capital                    |  |              | 136     |   |              |  
|Retained earnings                             |  |              | 20,397  |   |              |  
|Accumulated other comprehensive income (loss) |  |              | 13      |   |              |  
|Common stock in treasury, at cost             |  |              | (830    | ) |              |  
|                                              |  |              |         |   |              |  
|Total stockholders equity                    |  |              | 26,266  |   |              |  
|                                              |  |              |         |   |              |  
|Total Liabilities and Stockholders Equity    |  | $            | 50,197  |   |              | $
|                                              |  |              |         |   |              |  



See accompanying
notes to condensed financial statements.



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Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                |  | Three months endedJuly 31 |       
|------------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                                |  | 2003                      |       
|Cash flows from operating activities:                                           |  |                           |       
|Net earnings                                                                    |  | $                         | 461   
|Adjustments to reconcile net earnings to net cash used in operating activities: |  |                           |       
|Depreciation                                                                    |  |                           | 490   
|Provision for bad debts                                                         |  |                           | (33   
|(Increase) in deferred income tax expense                                       |  |                           | (13   
|Decrease in prepaid income taxes                                                |  |                           | 286   
|(Increase) decrease in receivables                                              |  |                           | (6,643
|Decrease (increase) in inventories                                              |  |                           | 468   
|(Decrease) increase in accounts payable and other current liabilities           |  |                           | (842  
|Increase (decrease) in deferred revenue                                         |  |                           | 491   
|Other, net                                                                      |  |                           | (24   
|                                                                                |  |                           |       
|Net cash used in operating activities                                           |  |                           | (5,359
|Cash flows from investing activities:                                           |  |                           |       
|Capital expenditures                                                            |  |                           | (1,066
|Proceeds from sale of fixed assets                                              |  |                           |      
|                                                                                |  |                           |       
|Net cash used in investing activities                                           |  |                           | (1,066
|Cash flows from financing activities:                                           |  |                           |       
|Increase in short-term borrowings                                               |  |                           | 5,503 
|Proceeds from long-term debt                                                    |  |                           | 1,200 
|Payments on long-term debt                                                      |  |                           | (243  
|Dividends paid                                                                  |  |                           | (174  
|Proceeds from exercise of stock options (including tax benefit)                 |  |                           | 19    
|                                                                                |  |                           |       
|Net cash provided by financing activities                                       |  |                           | 6,305 
|                                                                                |  |                           |       
|Decrease in cash and cash equivalents                                           |  |                           | (120  
|Cash and cash equivalents, beginning of period                                  |  |                           | 520   
|                                                                                |  |                           |       
|Cash and cash equivalents, end of period                                        |  | $                         | 400   
|                                                                                |  |                           |       



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.



B. Inventories



Inventories consisted of
the following (in thousands):



|                  |  | July 31, 2003 |       | April 30, 2003
|----------------- |  | ------------- | ----- | --------------
|Finished products |  | $             | 2,518 |               
|Work in process   |  |               | 1,348 |               
|Raw materials     |  |               | 1,624 |               
|                  |  |               |       |               
|                  |  | $             | 5,490 |               
|                  |  |               |       |               



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.



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D. Segment Information



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



|                                 |  | Laboratory Products |        | Technical Products |   |       | Corporate |  |        | Total
|-------------------------------- |  | ------------------- | ------ | ------------------ | - | ----- | --------- |  | ------ | -----
|Three months ended               |  |                     |        |                    |   |       |           |  |        |      
|July 31, 2003                    |  |                     |        |                    |   |       |           |  |        |      
|                                 |  |                     |        |                   
|Revenues from external customers |  | $                   | 22,601 |                    | $ | 1,612 |           |  |       |      
|Intersegment revenues            |  |                     | 1,042  |                    |   |      |           |  | (1,042 | )    
|Segment profit (loss)            |  |                     | 874    |                    |   | 83    |           |  | (237   | )    
|Segment assets                   |  |                     | 45,202 |                    |   |      |           |  | 4,995  |      
|                                 |  |                     |        |                   
|Three months ended               |  |                     |        |                    |   |       |           |  |        |      
|July 31, 2002                    |  |                     |        |                    |   |       |           |  |        |      
|                                 |  |                     |        |                   
|Revenues from external customers |  | $                   | 18,048 |                    | $ | 1,357 |           |  |       |      
|Intersegment revenues            |  |                     | 162    |                    |   |      |           |  | (162   | )    
|Segment profit (loss)            |  |                     | 868    |                    |   | (116  | )         |  | (250   | )    
|Segment assets                   |  |                     | 35,017 |                    |   | 3,199 |           |  | 2,852  |      



The Companys technical products
operation was relocated from Texas to North Carolina in the fourth quarter of fiscal year 2003, and segment assets were combined with the laboratory products segment at that time.



E. Comprehensive Income



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 July 31, 2003. The change in fair value of this cash flow hedge during the current quarter resulted in a decrease of $6,000, net of tax to accumulated other comprehensive loss in the accompanying
condensed consolidated balance sheet.



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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 average exchange rates prevailing during the period and any resulting translation adjustments are reported separately in shareholders equity. Changes in exchange rates for the current
quarter resulted in a decrease of $16,000 in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet.



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



|                                                              |  | July 31, 2003 |     | July 31, 2002 |  
|------------------------------------------------------------- |  | ------------- | --- | ------------- | -
|Net income                                                    |  | $             | 720 |               | $
|Change in fair value of cash flow hedge, net of income tax    |  |               | 6   |               |  
|Change in cumulative foreign currency translation adjustments |  |               | 16  |               |  
|                                                              |  |               |     |               |  
|Total comprehensive income                                    |  | $             | 742 |               | $



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 July 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):



|                                 |  | July 31, 2003 |      |   | July 31, 2002 |  
|-------------------------------- |  | ------------- | ---- | - | ------------- | -
|Net earnings as reported         |  | $             | 461  |   |               | $
|Pro forma compensation cost      |  |               | (20  | ) |               |  
|Net earnings pro forma           |  |               | 441  |   |               |  
|                                 |  |              
|Net earnings per share  Basic   |  |               |      |   |               |  
|As reported                      |  | $             | 0.19 |   |               | $
|Pro forma                        |  |               | 0.18 |   |               |  
|                                 |  |              
|Net earnings per share  Diluted |  |               |      |   |               |  
|As reported                      |  | $             | 0.19 |   |               | $
|Pro forma                        |  |               | 0.18 |   |               |  





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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
ended July 31, 2003 with the comparable period of the prior fiscal year.



Results of Operations



Sales for the
three months ended July 31, 2003 were $24.2 million, an increase of 24.8% from sales of $19.4 million in the same quarter last year. Strong sales increases were experienced for all of the Companys major product lines, as well as international
business. Sales of laboratory products increased 25.2% to $22.6 million, while sales of technical furniture increased 18.8% to $1.6 million. The order backlog was $50.7 million at July 31, 2003, down slightly from $51.5 million at April 30, 2003,
reflecting the continued strong demand for the Companys laboratory products. The order backlog at July 31, 2002 was $33.1 million.



The gross profit margin on sales for the current quarter was 14.9%, as compared to 17.7% for the same period of the prior year. The gross profit margin for the current
quarter was unfavorably impacted by manufacturing problems in the Companys metal furniture operation, and to a lesser degree, an unfavorable product sales mix. Among the problems in the metal furniture operation, a significant number of orders
received for the quarter were for the Companys new products and appropriate machinery and procedures were not in place to handle the large volume of these orders. This disrupted the manufacturing operations and resulted in significantly higher
costs, including costs of short-term outsourcing of certain activities. Immediate actions were taken to address the manufacturing problems, and the Company is now experiencing lower costs. Automated equipment to efficiently manufacture the parts for
these new products is expected to become operational in October 2003, and further cost improvements are expected to be realized once this equipment becomes operational.



Operating expenses for the three months ended July 31, 2003 were $3.0 million, as compared to $2.9 million for the same period of the prior
year. As a percentage of sales, operating expenses declined to 12.4% of sales in the current quarter from 14.9% of sales in the same period of the prior year. Cost reduction activities allowed the Company to maintain the dollar level of its general
and administrative expenses at relatively flat



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levels, while sales increased significantly during the current quarter.



Operating earnings of $602,000 were recorded for the three months ended July 31, 2003, as
compared to $543,000 recorded in the comparable period of the prior year.



Interest expense was $78,000 for the three months ended July 31, 2003, compared to $42,000 for the comparable period of the prior year. The increase in interest expense for the current quarter resulted primarily from higher levels of
borrowings.



Other income was $196,000 for the three months ended July 31,
2003, as compared to other income of $1,000 in the same period of the prior year. Other income for the current quarter was increased by $295,000 resulting from the resolution of a disputed claim for laboratory furniture sold by the Company several
years ago.



Income tax expense of $259,000 was recorded for the three months
ended July 31, 2003, as compared to an income tax expense of $178,000 recorded for the comparable period of the prior year. The effective tax rate was approximately 36% for each of these periods.



Net earnings for the three months ended July 31, 2003 were $461,000, or $0.19 per diluted
share, as compared to net earnings of $324,000, or $0.13 per diluted share, in the same quarter last year. Net earnings of the current quarter were improved by $189,000, or $.08 per diluted share, resulting from the resolution of the old disputed
claim discussed above. Earnings for the quarter also benefited from the higher sales volume, cost reduction activities, and the return to profitability of the Companys technical furniture business.



Liquidity and Capital Resources



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



The Company had working capital of $12.2 million at July 31, 2003, as compared to $11.7
million at April 30, 2003. The ratio of current assets to current liabilities was 1.6-to-1 at July 31, 2003. At July 31, 2003, advances of $6,919,000 were outstanding under the Companys revolving credit loan and other short-term borrowing
arrangements. During the current quarter, the revolving credit loan was amended to increase allowable advances under the loan from $7.0 million to $9.0 million.



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At July 31, 2003, long-term debt of the company was comprised of $2.9 million of obligations under a bank note. The note
includes certain covenants as to tangible net worth, funds flow coverage, current ratio and ratio of liabilities to tangible net worth. At July 31, 2003, the Companys funds flow coverage ratio fell below the minimum required under the
financial covenant at the beginning of the quarter because of non-recurring costs reported by the Company in fiscal year 2003. The bank has waived the funds flow coverage ratio requirement as of July 31, 2003 and amended the ratio calculation for
the periods ending October 31, 2003 and January 31, 2004 to exclude the non-recurring costs. The Company expects to be in compliance with all covenants, as amended, under the note in future periods.



The Companys operations used cash of $5.4 million during the three months ended July
31, 2003. The cash used was primarily to fund the increase in accounts receivable resulting from the significantly higher sales volume during the quarter. Cash flow for the quarter included receipt of approximately $500,000, as anticipated, from the
settlement of a disputed claim for laboratory furniture sold by the Company. The Companys operations used cash of $1.1 million during the three months ended July 31, 2002, primarily to reduce accounts payable and other accrued liabilities,
including payments under incentive and sales commission programs.



During the
three months ended July 31, 2003, the Company used net cash of $1,066,000 in investing activities, primarily for production equipment, compared to the use of $689,000 for such expenditures in the comparable period of the prior year.



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. 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 ACCOUNTANTS



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



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##### Table of Contents

REPORT OF INDEPENDENT ACCOUNTANTS



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 Corporationas of July 31, 2003, and the related condensed
consolidated statements of operations for the three-month period ended July 31, 2003 and July 31, 2002 and the condensed consolidated statement of cash flows for the three-month period ended July 31, 2003 and July 31, 2003. 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 it 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

August 25, 2003



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##### Table of Contents

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



There were 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 July 31, 2003. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that, as of July 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 July 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 July 31, 2003, the Company had 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. Each of the nominees for Class II directors was re-elected. The votes cast
for and withheld from each such director were as follows:



|Director              |  | For       |  | Withheld
|--------------------- |  | --------- |  | --------
|Class II Directors:   |  |           |  |         
|                      |  |          
|John C. Campbell, Jr. |  | 2,395,014 |  | 6,120   
|James T. Rhind        |  | 2,126,714 |  | 274,420 
|William A. Shumaker   |  | 2,397,964 |  | 3,170   



|Item 5. |  | Other Matters
|------- |  | -------------



Consistent with Section 10A(I)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Public Company Accounting Reform and Investor
Protection Act of 2002, the Company is responsible for disclosing the nature of non-audit services approved by our Audit Committee during each quarter to be performed by PricewaterhouseCoopers LLP, our independent auditors. Non-audit services are
services other than those provided by PricewaterhouseCoopers LLP in



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##### Table of Contents

connection with an audit or review of the Companys financial statements. During the first quarter
of fiscal year 2004 the Companys Audit Committee approved non-audit services to be performed by PricewaterhouseCoopers LLP for fiscal year 2004 in the amount up to $48,000, which included fees in connection with audits of the Companys
benefit plans and tax return and tax advisory services.



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



(a) Exhibits



|      | 
|----- | 
|10.47 | 
|      | 
|31.1  | 
|      | 
|31.2  | 
|      | 
|32.1  | 
|      | 
|32.2  | 



(b) Reports on Form
8-K



A Form 8-K was filed on June 4, 2003 with the Commission,
which included as an exhibit the Companys Press Release announcing the financial results for the fourth quarter and year ended April 30, 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: September 15, 2003 |  |  |  | By:                            
|                         |  |  |  |                                



17