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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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

For the quarterly period ended January 31, 2006



| ̈ | 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)



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|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|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 ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and larger accelerated filer in Rule 12b-2 of the
Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).     Yes ̈No  x

As of January 5, 2006, the Registrant had outstanding 2,492,270 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 JANUARY 31, 2006



|          |  |                                                                                                      |  |            
|--------- |  | ---------------------------------------------------------------------------------------------------- |  | -----------
|          |  |                                                                                                      |  | Page Number
|PART I.   |  | FINANCIAL INFORMATION                                                                                |  |            
|          |  |                                                                                                     
|Item 1.   |  | Financial Statements                                                                                 |  |            
|          |  |                                                                                                     
|          |  | Consolidated Statements of Operations - Three months and nine months ended January 31, 2006 and 2005 |  | 3          
|          |  |                                                                                                     
|          |  | Consolidated Balance Sheets January 31, 2006 and April 30, 2005                                      |  | 4          
|          |  |                                                                                                     
|          |  | Consolidated Statements of Cash Flows - Nine months ended January 31, 2006 and 2005                  |  | 5          
|          |  |                                                                                                     
|          |  | Notes to Consolidated Financial Statements                                                           |  | 6          
|          |  |                                                                                                     
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 10         
|          |  |                                                                                                     
|          |  | Review by Independent Registered Public Accounting Firm                                              |  | 15         
|          |  |                                                                                                     
|          |  | Report of Independent Registered Public Accounting Firm                                              |  | 16         
|          |  |                                                                                                     
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 17         
|          |  |                                                                                                     
|Item 4.   |  | Controls and Procedures                                                                              |  | 17         
|          |  |                                                                                                     
|PART II.  |  | OTHER INFORMATION                                                                                    |  |            
|          |  |                                                                                                     
|Item 6.   |  | Exhibits                                                                                             |  | 18         
|          | 
|SIGNATURE |  | 19                                                                                                  



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##### Table of Contents

Part 1. Financial Information

Item 1. Financial Statements

Kewaunee Scientific Corporation

Consolidated Statements of Operations

(Unaudited)

(in thousands, except
per share data)



|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                    |  | Three months ended January 31 |        |   | Nine months ended January 31 |  
|                                                                    |  | 2006                          |        |   | 2005                         |   |        | 2006 |  |   | 2005   |  
|Net sales                                                           |  | $                             | 17,724 |   |                              | $ | 15,623 |      |  | $ | 60,351 |   |  | $ | 54,276 |  
|Costs of products sold                                              |  |                               | 15,278 |   |                              |   | 13,586 |      |  |   | 51,034 |   |  |   | 45,310 |  
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                        |  |                               | 2,446  |   |                              |   | 2,037  |      |  |   | 9,317  |   |  |   | 8,966  |  
|Operating expenses                                                  |  |                               | 3,079  |   |                              |   | 3,030  |      |  |   | 8,952  |   |  |   | 9,336  |  
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Operating earnings (loss)                                           |  |                               | (633   | ) |                              |   | (993   | )    |  |   | 365    |   |  |   | (370   | )
|Other income (expense)                                              |  |                               | 3      |   |                              |   | (36    | )    |  |   | 883    |   |  |   | 4      |  
|Interest expense                                                    |  |                               | (112   | ) |                              |   | (84    | )    |  |   | (317   | ) |  |   | (254   | )
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Earnings (loss) before income taxes                                 |  |                               | (742   | ) |                              |   | (1,113 | )    |  |   | 931    |   |  |   | (620   | )
|Income tax expense (benefit)                                        |  |                               | (268   | ) |                              |   | (382   | )    |  |   | 326    |   |  |   | (227   | )
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Earnings (loss) before minority interests                           |  |                               | (474   | ) |                              |   | (731   | )    |  |   | 605    |   |  |   | (393   | )
|Minority interests                                                  |  |                               | 81     |   |                              |   | 11     |      |  |   | 158    |   |  |   | 48     |  
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Net earnings (loss)                                                 |  | $                             | (555   | ) |                              | $ | (742   | )    |  | $ | 447    |   |  | $ | (441   | )
|                                                                    |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Net earnings (loss) per share                                       |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                               |  | $                             | (0.22  | ) |                              | $ | (0.30  | )    |  | $ | 0.18   |   |  | $ | (0.18  | )
|Diluted                                                             |  | $                             | (0.22  | ) |                              | $ | (0.30  | )    |  | $ | 0.18   |   |  | $ | (0.18  | )
|                                                                    |  |                               |        |  
|Weighted average number of common shares outstanding (in thousands) |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                               |  |                               | 2,492  |   |                              |   | 2,492  |      |  |   | 2,492  |   |  |   | 2,491  |  
|Diluted                                                             |  |                               | 2,494  |   |                              |   | 2,493  |      |  |   | 2,493  |   |  |   | 2,495  |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Consolidated Balance Sheets

(in thousands)



|                                           |  |                 |         |   |               |   |         |  
|------------------------------------------ |  | --------------- | ------- | - | ------------- | - | ------- | -
|                                           |  | January 31 2006 |         |   | April 30 2005 |  
|                                           |  | (Unaudited)     |         |   |               |  
|Assets                                     |  |                 |         |  
|Current assets:                            |  |                 |         |   |               |   |         |  
|Cash and cash equivalents                  |  | $               | 890     |   |               | $ | 225     |  
|Restricted cash                            |  |                 | 381     |   |               |   | 379     |  
|Receivables, less allowance                |  |                 | 19,103  |   |               |   | 21,683  |  
|Inventories                                |  |                 | 6,539   |   |               |   | 3,542   |  
|Deferred income taxes                      |  |                 | 467     |   |               |   | 456     |  
|Prepaid income taxes                       |  |                 |        |   |               |   | 94      |  
|Prepaid expenses and other current assets  |  |                 | 871     |   |               |   | 401     |  
|                                           |  |                 |         |   |               |   |         |  
|Total current assets                       |  |                 | 28,251  |   |               |   | 26,780  |  
|                                           |  |                
|Property, plant and equipment, at cost     |  |                 | 36,538  |   |               |   | 34,467  |  
|Accumulated depreciation                   |  |                 | (25,377 | ) |               |   | (23,737 | )
|                                           |  |                 |         |   |               |   |         |  
|Net property, plant and equipment          |  |                 | 11,161  |   |               |   | 10,730  |  
|                                           |  |                
|Prepaid pension cost                       |  |                 | 4,861   |   |               |   | 4,731   |  
|Property held for sale                     |  |                 |        |   |               |   | 1,450   |  
|Other                                      |  |                 | 2,741   |   |               |   | 2,521   |  
|                                           |  |                 |         |   |               |   |         |  
|Total other assets                         |  |                 | 7,602   |   |               |   | 8,702   |  
|Total Assets                               |  | $               | 47,014  |   |               | $ | 46,212  |  
|                                           |  |                 |         |   |               |   |         |  
|Liabilities and Stockholders' Equity       |  |                 |         |   |               |   |         |  
|Current liabilities:                       |  |                 |         |   |               |   |         |  
|Short-term borrowings                      |  | $               | 6,244   |   |               | $ | 3,778   |  
|Current portion of long-term debt          |  |                 | 93      |   |               |   | 931     |  
|Current obligations under capital leases   |  |                 | 220     |   |               |   | 111     |  
|Accounts payable                           |  |                 | 6,873   |   |               |   | 8,558   |  
|Employee compensation and amounts withheld |  |                 | 798     |   |               |   | 1,113   |  
|Deferred revenue                           |  |                 | 969     |   |               |   | 1,261   |  
|Other accrued expenses                     |  |                 | 1,543   |   |               |   | 647     |  
|                                           |  |                 |         |   |               |   |         |  
|Total current liabilities                  |  |                 | 16,740  |   |               |   | 16,399  |  
|                                           |  |                
|Obligations under capital leases           |  |                 | 532     |   |               |   | 307     |  
|Deferred income taxes                      |  |                 | 384     |   |               |   | 391     |  
|Accrued employee benefit plan costs        |  |                 | 2,668   |   |               |   | 2,524   |  
|Other long-term liabilities                |  |                 |        |   |               |   | 2       |  
|Minority interests                         |  |                 | 758     |   |               |   | 600     |  
|                                           |  |                 |         |   |               |   |         |  
|Total Liabilities                          |  |                 | 21,082  |   |               |   | 20,223  |  
|                                           |  |                
|Stockholders' equity:                      |  |                 |         |   |               |   |         |  
|Common stock                               |  |                 | 6,550   |   |               |   | 6,550   |  
|Additional paid-in-capital                 |  |                 | 143     |   |               |   | 144     |  
|Retained earnings                          |  |                 | 19,954  |   |               |   | 20,031  |  
|Accumulated other comprehensive income     |  |                 | 72      |   |               |   | 54      |  
|Common stock in treasury, at cost          |  |                 | (787    | ) |               |   | (790    | )
|                                           |  |                 |         |   |               |   |         |  
|Total stockholders' equity                 |  |                 | 25,932  |   |               |   | 25,989  |  
|                                           |  |                 |         |   |               |   |         |  
|Total Liabilities and Stockholders' Equity |  | $               | 47,014  |   |               | $ | 46,212  |  
|                                           |  |                 |         |   |               |   |         |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                       |  |                              |        |   |      |   |        |  
|-------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                       |  | Nine months ended January 31 |       
|                                                                                       |  | 2006                         |        |   | 2005 |  
|Cash flows from operating activities:                                                  |  |                              |        |   |      |   |        |  
|Net earnings (loss)                                                                    |  | $                            | 447    |   |      | $ | (441   | )
|Adjustments to reconcile net earnings (loss) to net cash used in operating activities: |  |                              |        |   |      |   |        |  
|Depreciation                                                                           |  |                              | 1,635  |   |      |   | 1,531  |  
|Provision for bad debts                                                                |  |                              | 64     |   |      |   | 516    |  
|Increase in deferred income tax expense                                                |  |                              | (18    | ) |      |   |       |  
|Gain on sale of property held for sale                                                 |  |                              | (884   | ) |      |   |       |  
|Decrease (increase) in prepaid income taxes                                            |  |                              | 94     |   |      |   | (86    | )
|Decrease in receivables                                                                |  |                              | 2,516  |   |      |   | 5,715  |  
|(Increase) decrease in inventories                                                     |  |                              | (2,997 | ) |      |   | 332    |  
|Increase (decrease) in prepaid pension cost                                            |  |                              | (130   | ) |      |   | 445    |  
|Increase (decrease) in accounts payable and other current liabilities                  |  |                              | 1,197  |   |      |   | (3,604 | )
|Decrease (increase) in deferred revenue                                                |  |                              | (292   | ) |      |   | 78     |  
|Other, net                                                                             |  |                              | (538   | ) |      |   | 1,239  |  
|                                                                                       |  |                              |        |   |      |   |        |  
|Net cash provided by operating activities                                              |  |                              | 1,094  |   |      |   | 5,725  |  
|                                                                                       |  |                             
|Cash flows from investing activities:                                                  |  |                              |        |   |      |   |        |  
|Capital expenditures                                                                   |  |                              | (1,633 | ) |      |   | (674   | )
|Proceeds from sale of property held for sale                                           |  |                              | 2,500  |   |      |   |       |  
|Increase in restricted cash                                                            |  |                              | (2     | ) |      |   | (14    | )
|                                                                                       |  |                              |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                                    |  |                              | 865    |   |      |   | (688   | )
|                                                                                       |  |                             
|Cash flows from financing activities:                                                  |  |                              |        |   |      |   |        |  
|Decrease in bank overdraft                                                             |  |                              | (2,301 | ) |      |   |       |  
|Increase (decrease) in short-term borrowings                                           |  |                              | 2,466  |   |      |   | (3,733 | )
|Payments on long-term debt                                                             |  |                              | (838   | ) |      |   | (838   | )
|Payments on capital leases                                                             |  |                              | (99    | ) |      |   | (9     | )
|Dividends paid                                                                         |  |                              | (524   | ) |      |   | (523   | )
|Proceeds from exercise of stock options (including tax benefit)                        |  |                              | 2      |   |      |   | 13     |  
|                                                                                       |  |                              |        |   |      |   |        |  
|Net cash used in financing activities                                                  |  |                              | (1,294 | ) |      |   | (5,090 | )
|                                                                                       |  |                              |        |   |      |   |        |  
|Increase (decrease) in cash and cash equivalents                                       |  |                              | 665    |   |      |   | (53    | )
|                                                                                       |  |                             
|Cash and cash equivalents, beginning of period                                         |  |                              | 225    |   |      |   | 805    |  
|                                                                                       |  |                              |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                               |  | $                            | 890    |   |      | $ | 752    |  
|                                                                                       |  |                              |        |   |      |   |        |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Notes to Consolidated Financial Statements

(unaudited)

A. Financial
Information

The unaudited interim 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, although the Company believes that the disclosures are adequate to make the information presented not
misleading.

These interim consolidated financial statements should be read in conjunction with the financial statements and notes included in the
Companys 2005 Annual Report to Stockholders. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

The preparation of the financial statements requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results
could differ from those estimates.

Certain prior period amounts have been reclassified to conform to current classifications. These reclassifications had
no impact on the results of operations of the Company.

B. Inventories

Inventories consisted of the following (in thousands):



|                  |  |                  |       |               |   |      
|----------------- |  | ---------------- | ----- | ------------- | - | -----
|                  |  | January 31, 2006 |       | April 30,2005
|Finished products |  | $                | 2,416 |               | $ | 1,054
|Work in process   |  |                  | 982   |               |   | 929  
|Raw materials     |  |                  | 3,141 |               |   | 1,559
|                  |  |                  |       |               |   |      
|                  |  | $                | 6,539 |               | $ | 3,542
|                  |  |                  |       |               |   |      

For interim reporting, LIFO inventories are computed based on year-to-date quantities and interim changes in price
levels. Changes in quantities and price levels are reflected in the interim financial statements in the period in which they occur.



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C. Balance Sheet

The Companys April 30, 2005 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. Comprehensive Income

A reconciliation of net earnings and
total comprehensive income for the three months and nine months ended January 31, 2006 and 2005 is as follows (in thousands):



|                                                              |  |                                     |      |   |                                     |   |      |  
|------------------------------------------------------------- |  | ----------------------------------- | ---- | - | ----------------------------------- | - | ---- | -
|                                                              |  | Three months ended January 31, 2006 |      |   | Three months ended January 31, 2005 |  
|Net earnings (loss)                                           |  | $                                   | (555 | ) |                                     | $ | (742 | )
|Change in fair value of cash flow hedge, net of income tax    |  |                                     | -0-  |   |                                     |   | 3    |  
|Change in cumulative foreign currency translation adjustments |  |                                     | 74   |   |                                     |   | (70  | )
|                                                              |  |                                     |      |   |                                     |   |      |  
|Total comprehensive income (loss)                             |  | $                                   | (481 | ) |                                     | $ | (809 | )
|                                                              |  |                                    
|                                                              |  | Nine months ended January 31, 2006  |      |   | Nine months ended January 31, 2005  |  
|Net earnings (loss)                                           |  | $                                   | 447  |   |                                     | $ | (441 | )
|Change in fair value of cash flow hedge, net of income tax    |  |                                     | 2    |   |                                     |   | 10   |  
|Change in cumulative foreign currency translation adjustments |  |                                     | 16   |   |                                     |   | (46  | )
|                                                              |  |                                     |      |   |                                     |   |      |  
|Total comprehensive income (loss)                             |  | $                                   | 465  |   |                                     | $ | (477 | )

Statement and Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, 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 January 31, 2006 that expires February 28, 2006.



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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 weighted average exchange rates prevailing during the period and any resulting translation adjustments are reported separately in shareholders equity.

E. Stock Options

The Company accounts for stock options 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. 123R, 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 ended January 31, 2006 |       |   | Three months ended January 31, 2005 |  
|Net earnings (loss) as reported         |  | $                                   | (555  | ) |                                     | $ | (742  | )
|Pro forma compensation cost             |  |                                     | (3    | ) |                                     |   | (9    | )
|                                        |  |                                     |       |   |                                     |   |       |  
|Net earnings (loss) pro forma           |  |                                     | (558  | ) |                                     |   | (751  | )
|                                        |  |                                    
|Net earnings (loss) per share  Basic   |  |                                     |       |   |                                     |   |       |  
|As reported                             |  | $                                   | (0.22 | ) |                                     | $ | (0.30 | )
|Pro forma                               |  |                                     | (0.22 | ) |                                     |   | (0.30 | )
|                                        |  |                                    
|Net earnings (loss) per share  Diluted |  |                                     |       |   |                                     |   |       |  
|As reported                             |  | $                                   | (0.22 | ) |                                     | $ | (0.30 | )
|Pro forma                               |  |                                     | (0.22 | ) |                                     |   | (0.30 | )
|                                        |  |                                    
|                                        |  | Nine months ended January 31, 2006  |       |   | Nine months ended January 31, 2005  |  
|Net earnings (loss) as reported         |  | $                                   | 447   |   |                                     | $ | (441  | )
|Pro forma compensation cost             |  |                                     | (9    | ) |                                     |   | (26   | )
|                                        |  |                                     |       |   |                                     |   |       |  
|Net earnings pro forma                  |  |                                     | 438   |   |                                     |   | (467  | )
|                                        |  |                                    
|Net earnings (loss) per share  Basic   |  |                                     |       |   |                                     |   |       |  
|As reported                             |  | $                                   | 0.18  |   |                                     | $ | (0.18 | )
|Pro forma                               |  |                                     | 0.18  |   |                                     |   | (0.19 | )
|                                        |  |                                    
|Net earnings (loss) per share  Diluted |  |                                     |       |   |                                     |   |       |  
|As reported                             |  | $                                   | 0.18  |   |                                     | $ | (0.18 | )
|Pro forma                               |  |                                     | 0.18  |   |                                     |   | (0.19 | )



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F. Defined Pension Plans

The Company has non-contributory defined benefit pension plans covering substantially all salaried and hourly employees. Effective April 30, 2005, no further benefits will be earned under the plans and no
additional participants will be added to the plans. No contributions were paid to the plans during the nine months ended January 31, 2006, and the Company does not expect any contributions to be paid to the plans during the remainder of the
current fiscal year.

Pension expense (income) consisted of the following (in thousands):



|                                    |  |                                     |      |   |                                     |   |      |  
|----------------------------------- |  | ----------------------------------- | ---- | - | ----------------------------------- | - | ---- | -
|                                    |  | Three months ended January 31, 2006 |      |   | Three months ended January 31, 2005 |  
|Service Cost                        |  | $                                   | -0-  |   |                                     | $ | 129  |  
|Interest Cost                       |  |                                     | 201  |   |                                     |   | 213  |  
|Expected return on plan assets      |  |                                     | (309 | ) |                                     |   | (251 | )
|Amortization of prior service costs |  |                                     | -0-  |   |                                     |   | 3    |  
|Recognition of net loss             |  |                                     | 71   |   |                                     |   | 59   |  
|                                    |  |                                     |      |   |                                     |   |      |  
|Net periodic pension cost (income)  |  | $                                   | (37  | ) |                                     | $ | 153  |  
|                                    |  |                                    
|                                    |  | Nine months ended January 31, 2006  |      |   | Nine months ended January 31, 2005  |  
|Service Cost                        |  | $                                   | -0-  |   |                                     | $ | 387  |  
|Interest Cost                       |  |                                     | 597  |   |                                     |   | 639  |  
|Expected return on plan assets      |  |                                     | (929 | ) |                                     |   | (753 | )
|Amortization of prior service costs |  |                                     | -0-  |   |                                     |   | 9    |  
|Recognition of net loss             |  |                                     | 202  |   |                                     |   | 177  |  
|                                    |  |                                     |      |   |                                     |   |      |  
|Net periodic pension cost (income)  |  | $                                   | (130 | ) |                                     | $ | 459  |  



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Item 2. Managements Discussion and Analysis

of Financial Condition and Results of Operations

The Companys 2005 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, 2005. The following discussion and analysis describes material changes in the Companys financial condition since April 30, 2005. The analysis of results of operations compares the three months and nine months
ended January 31, 2006 with the comparable periods of the prior fiscal year.

Results of Operations

Sales for the three months ended January 31, 2006 were $17,724,000, an increase of 13% over sales of $15,623,000 in the same period last year. Sales
for the nine months ended January 31, 2006 were $60,351,000, an increase of 11% over sales of $54,276,000 in the comparable period last year. The order backlog at January 31, 2006 was $35.5 million. This compares to a backlog of $35.2
million at the beginning of the quarter and $41.7 million at January 31, 2005.

The gross profit margin for the three months ended January 31,
2006 was 13.8% of sales, as compared to 13.0% of sales in the comparable quarter of the prior year. The gross profit margin for the nine months ended January 31, 2006 was 15.4%, as compared to 16.5% in the comparable period of the prior year.
Gross profit margins for the three and nine months of the current year were unfavorably impacted by an unexpected cost of $230,000 that was incurred during the current quarter when the Companys installation subcontractor on a large project was
unable to complete the installation, forcing the Company to contract with a new subcontractor, and an increase of $205,000 in energy costs during the current quarter over the same period last year.

Operating expenses for the three months ended January 31, 2006 were $3.1 million, or 17.4% of sales, as compared to $3.0 million, or 19.4% of sales, in the
comparable period of the prior year. Operating expenses as a percent of sales declined during the current quarter as compared to the comparable quarter of the prior year, as operating expenses were relatively flat in total, while sales increased 13%
over the comparable period. In the current quarter, a decrease of $162,000 in bad debt expense from the prior year period substantially offset a $102,000 increase in sales commissions and a $109,000 increase in all other operating expenses.
Operating expenses for the nine months ended January 31, 2006 were $9.0 million, or 14.8% of sales, as compared to $9.3 million, or 17.2% of



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sales, in the comparable period of the prior year. Operating expenses for the nine months ended January 31, 2006
declined by $384,000 as compared to the comparable prior year period, while sales increased 11% over the comparable period. The decline of $384,000 resulted primarily from a $452,000 decline in bad debt expense, partially offset by a $70,000
increase in sales commissions, while other operating expenses were flat.

An operating loss of $633,000 and operating earnings of $365,000 were recorded
for the three and nine months ended January 31, 2006, respectively, as compared to operating losses of $993,000 and $370,000 recorded for the comparable periods of the prior year.

Interest expense was $112,000 and $317,000 for the three months and nine months ended January 31, 2006, respectively, compared to $84,000 and $254,000 for the same periods of the prior year. The increase in
interest expense for the current year periods resulted from higher interest rates, which was partially offset by lower borrowing levels.

Other income was
$3,000 and $883,000 in the three months and nine months ended January 31, 2006, respectively, compared to other expense of $36,000 and other income of $4,000 for the comparable periods of the prior year. Other income for the nine months ended
January 31, 2006 included a gain of $884,000 from the sale of the Companys Lockhart, Texas property in the first quarter.

An income tax credit
of $268,000 and income tax expense of $326,000 were recorded for the three months and nine months ended January 31, 2006, respectively, as compared to income tax credits of $382,000 and $227,000 recorded for the comparable periods of the prior
year. The effective tax rate was 36.1% and 35.0% for the three and nine months ended January 31, 2006 and was 34.3% and 36.6% for the three months and nine months ended January 31, 2005, respectively. The effective tax rate for each of
these periods differs from the statutory rate due to the impact of state and federal tax credits on the different levels of taxable earnings or loss for the periods.

Minority interests result from the Companys two subsidiaries that are not 100% owned by the Company. Minority interests reduced net earnings by $81,000 and $158,000 for the three and nine months ended
January 31, 2006, respectively, as compared to reductions of $11,000 and $48,000 for the comparable periods of the prior year.



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A net loss of $555,000, or $(0.22) per diluted share, and net earnings of $447,000, or $.18 per diluted share, were
recorded for the three and nine months ended January 31, 2006, respectively. This compares to net losses of $742,000, or $.30 per diluted share, and $441,000, or $.18 per diluted share, for the three and nine month periods of the prior year.
Net earnings for the nine months ended January 31, 2006 included an after-tax gain of $540,000, or $.22 per diluted share, resulting from the sale of the Companys former plant site in Lockhart, Texas.

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 under the Companys revolving credit facility. Additionally, certain machinery
and equipment are financed by non-cancelable operating leases or capital leases. The Company believes that these sources will be sufficient to support ongoing business requirements, including capital expenditures through the current fiscal year.

The Company had working capital of $11.5 million at January 31, 2006, as compared to $10.4 million at April 30, 2005. The ratio of current
assets to current liabilities was 1.7-to-1 at January 31, 2006, as compared to 1.6-to-1 at April 30, 2005. At January 31, 2006, advances of $6,244,000 were outstanding under the Companys revolving credit loan, leaving available
credit under this line in the amount of $2,756,000.

The Companys operations provided cash of $1,094,000 during the nine months ended
January 31, 2006. Cash was provided primarily from operations, a decrease in accounts receivable, and increases in accounts payable and other current liabilities. The favorable impact of these items was partially offset by cash requirements
resulting from an increase in inventories. The increase in inventory levels was primarily the result of (1) inventory of $700,000 for a completed order in transit to an overseas customer and (2) increased inventory levels of certain raw
materials purchased from offshore vendors.

The Companys operations provided cash of $5,725,000 during the nine months ended January 31, 2005,
primarily from a significant decrease in accounts receivable resulting from lower sales levels during the period, and cash received from the cancellation of certain life insurance policies. Cash of $3,604,000 was used during this period for the
reduction of accounts payable and other current liabilities.



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During the nine months ended January 31, 2006, net cash of $865,000 was provided by investing activities, primarily
$2,500,000 received from the sale of the Companys former plant site in Lockhart, Texas, reduced by $1,633,000 of capital expenditures. This compares to the use of $688,000 for investing activities in the same period of the prior year,
primarily for capital expenditures.

The Companys financing activities used cash of $1,294,000 during the nine months ended January 31, 2006.
Cash used included $2,301,000 to reduce bank overdrafts (reported in the balance sheet as a component of accounts payable), $838,000 for scheduled repayments of long-term debt, and $524,000 for the payment of cash dividends. The impact of these
items was partially offset by cash of $2,466,000 provided from advances under the revolving credit loan. Financing activities used cash of $5,090,000 in the same period of the prior year. This included $3,733,000 for repayment of advances under the
revolving credit loan, scheduled long-term debt repayments of $838,000, and cash dividends paid of $523,000.

Outlook
for Remainder of Fiscal Year 2006

In addition to general economic factors affecting the Company and its markets, demand for the Companys products
is also dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction. The Companys ability to predict future demand is very limited given, among other general economic
factors affecting the Company and its markets, the Companys role as subcontractor or supplier to dealers of subcontractors.



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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 REGISTERED PUBLIC ACCOUNTING FIRM

A review of the interim financial information included in this Quarterly
Report on Form 10-Q for the three months and nine months ended January 31, 2006 has been performed by Cherry, Bekaert & Holland L.L.P., the Companys independent auditors. Their report on the interim financial information follows.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of

Kewaunee Scientific Corporation

Statesville, North Carolina

We have
reviewed the accompanying consolidated balance sheet of Kewaunee Scientific Corporation and its subsidiaries (the Company) as of January 31, 2006, and the related consolidated statements of operations for each of the three-month and
nine-month periods ended January 31, 2006, and the consolidated statement of cash flows for the nine-month period ended January 31, 2006. These interim financial statements are the responsibility of the companys management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States), 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 consolidated interim financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United States of America.

Cherry, Bekaert &
Holland L.L.P.

Charlotte, North Carolina

March 7, 2006



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##### Table of Contents

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, 2005.

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 January 31, 2006. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that, as of January 31, 2006, 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 January 31, 2006. As no significant deficiencies or material weaknesses were found, no corrective
actions were taken.



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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K



|      |  |                                                                                                                                                   
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|10.2D |  | Fourth Amendment to the Re-Established Retirement Plan for Hourly Employees                                                                       
|      | 
|31.1  |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|31.2  |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|32.1  |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      | 
|32.2  |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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: March 13, 2006 |  | By                              |  | /s/ D. Michael Parker             
|                     |  |                                 |  | D. Michael Parker                 
|                     |  |                                 |  | Senior Vice President, Finance and
|                     |  |                                 |  | Chief Financial Officer           



19