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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



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



For the quarterly period ended October 31, 2004



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



For the transition period from
 to



Commission file number 0-5286



KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 38-0715562                         
|(State or other jurisdiction 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)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



As of December 10, 2004, the Registrant had outstanding 2,491,770 shares of Common Stock.



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



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##### Table of Contents



KEWAUNEE SCIENTIFIC
CORPORATION



INDEX TO FORM 10-Q



FOR THE QUARTERLY
PERIOD ENDED OCTOBER 31, 2004



|                                                                                                              |  |                                                                                       |  |            
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | -----------
|                                                                                                              |  |                                                                                       |  | Page Number
|                                                                                                              |  |                                                                                      
|PART I.                                                                                                       |  | FINANCIAL INFORMATION                                                                 |  |            
|                                                                                                              |  |                                                                                      
|Item 1.                                                                                                       |  | Financial Statements                                                                  |  |            
|                                                                                                              | 
|Condensed Consolidated Statements of Operations - Three months and six months ended October 31, 2004 and 2003 |  | 3                                                                                    
|                                                                                                              | 
|Condensed Consolidated Balance Sheets October 31, 2004 and April 30, 2004                                     |  | 4                                                                                    
|                                                                                                              | 
|Condensed Consolidated Statements of Cash Flows - Six months ended October 31, 2004 and 2003                  |  | 5                                                                                    
|                                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                                          |  | 6                                                                                    
|                                                                                                              |  |                                                                                      
|Item 2.                                                                                                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 11         
|                                                                                                              |  |                                                                                      
|                                                                                                              |  | 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 4.                                                                                                       |  | Submission of matters to a Vote of Security Holders                                   |  | 18         
|                                                                                                              |  |                                                                                      
|Item 6.                                                                                                       |  | Exhibits and Reports on Form 8-K                                                      |  | 18         
|                                                                                                              | 
|SIGNATURE                                                                                                     |  | 19                                                                                   





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##### Table of Contents



Part 1. Financial
Information



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



Kewaunee Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

($ in thousands, except per share data)



|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------- |  | ---------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                     |  | Three months endedOctober 31 |        |   | Six months endedOctober 31 |  
|                                                                     |  | 2004                         |        |   | 2003                       |   |        | 2004 |  |   | 2003   |  
|Net sales                                                            |  | $                            | 18,365 |   |                            | $ | 24,384 |      |  | $ | 38,653 |   |  | $ | 48,597 |  
|Cost of products sold                                                |  |                              | 14,812 |   |                            |   | 20,280 |      |  |   | 31,724 |   |  |   | 40,890 |  
|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                         |  |                              | 3,553  |   |                            |   | 4,104  |      |  |   | 6,929  |   |  |   | 7,707  |  
|Operating expenses                                                   |  |                              | 3,260  |   |                            |   | 3,321  |      |  |   | 6,306  |   |  |   | 6,322  |  
|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Operating earnings                                                   |  |                              | 293    |   |                            |   | 783    |      |  |   | 623    |   |  |   | 1,385  |  
|Interest expense                                                     |  |                              | (84    | ) |                            |   | (83    | )    |  |   | (170   | ) |  |   | (161   | )
|Other (expense) income                                               |  |                              | (46    | ) |                            |   | (47    | )    |  |   | 3      |   |  |   | 149    |  
|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Earnings before income taxes                                         |  |                              | 163    |   |                            |   | 653    |      |  |   | 456    |   |  |   | 1,373  |  
|Income tax expense                                                   |  |                              | 55     |   |                            |   | 235    |      |  |   | 155    |   |  |   | 494    |  
|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings                                                         |  | $                            | 108    |   |                            | $ | 418    |      |  | $ | 301    |   |  | $ | 879    |  
|                                                                     |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                                                     |  |                              |        |  
|Net earnings per share-                                              |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                |  | $                            | 0.04   |   |                            | $ | 0.17   |      |  | $ | 0.12   |   |  | $ | 0.35   |  
|Diluted                                                              |  | $                            | 0.04   |   |                            | $ | 0.17   |      |  | $ | 0.12   |   |  | $ | 0.35   |  
|                                                                     |  |                              |        |  
|Weighted average number of common shares outstanding (in thousands)- |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                |  |                              | 2,492  |   |                            |   | 2,486  |      |  |   | 2,491  |   |  |   | 2,485  |  
|Diluted                                                              |  |                              | 2,494  |   |                            |   | 2,491  |      |  |   | 2,497  |   |  |   | 2,490  |  



See accompanying
notes to condensed consolidated financial statements.



3



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Kewaunee Scientific
Corporation

Condensed Consolidated Balance Sheets

(in thousands)



|                                           |  |                |         |   |              |   |         |  
|------------------------------------------ |  | -------------- | ------- | - | ------------ | - | ------- | -
|                                           |  | October 312004 |         |   | April 302004 |  
|                                           |  | (Unaudited)    |         |   |              |  
|Assets                                     |  |                |         |   |              |   |         |  
|Current assets:                            |  |                |         |   |              |   |         |  
|Cash and cash equivalents                  |  | $              | 817     |   |              | $ | 1,167   |  
|Receivables, less allowance                |  |                | 23,539  |   |              |   | 24,987  |  
|Inventories                                |  |                | 4,004   |   |              |   | 4,285   |  
|Deferred income taxes                      |  |                | 501     |   |              |   | 517     |  
|Prepaid income taxes                       |  |                |        |   |              |   | 165     |  
|Prepaid expenses and other current assets  |  |                | 611     |   |              |   | 415     |  
|                                           |  |                |         |   |              |   |         |  
|Total current assets                       |  |                | 29,472  |   |              |   | 31,536  |  
|                                           |  |               
|Property, plant and equipment, at cost     |  |                | 33,663  |   |              |   | 33,246  |  
|Accumulated depreciation                   |  |                | (22,921 | ) |              |   | (21,884 | )
|                                           |  |                |         |   |              |   |         |  
|Net property, plant and equipment          |  |                | 10,742  |   |              |   | 11,362  |  
|                                           |  |                |         |   |              |   |         |  
|Other assets                               |  |                | 6,411   |   |              |   | 7,563   |  
|                                           |  |                |         |   |              |   |         |  
|Total Assets                               |  | $              | 46,625  |   |              | $ | 50,461  |  
|                                           |  |                |         |   |              |   |         |  
|                                           |  |               
|Liabilities and Stockholders Equity       |  |                |         |   |              |   |         |  
|Current liabilities:                       |  |                |         |   |              |   |         |  
|Short-term borrowings                      |  | $              | 6,079   |   |              | $ | 6,996   |  
|Current portion of long-term debt          |  |                | 1,118   |   |              |   | 1,118   |  
|Accounts payable                           |  |                | 5,087   |   |              |   | 6,924   |  
|Employee compensation and amounts withheld |  |                | 984     |   |              |   | 1,507   |  
|Deferred Revenue                           |  |                | 986     |   |              |   | 1,152   |  
|Other accrued expenses                     |  |                | 1,356   |   |              |   | 1,222   |  
|                                           |  |                |         |   |              |   |         |  
|Total current liabilities                  |  |                | 15,610  |   |              |   | 18,919  |  
|                                           |  |               
|Long-term debt                             |  |                | 372     |   |              |   | 931     |  
|Deferred income taxes                      |  |                | 1,013   |   |              |   | 1,013   |  
|Accrued employee benefit plan costs        |  |                | 2,328   |   |              |   | 2,325   |  
|Other long-term liabilities                |  |                | 515     |   |              |   | 482     |  
|                                           |  |                |         |   |              |   |         |  
|Total Liabilities                          |  |                | 19,838  |   |              |   | 23,670  |  
|                                           |  |               
|Stockholders equity:                      |  |                |         |   |              |   |         |  
|Common stock                               |  |                | 6,550   |   |              |   | 6,550   |  
|Additional paid-in-capital                 |  |                | 132     |   |              |   | 141     |  
|Retained earnings                          |  |                | 20,828  |   |              |   | 20,876  |  
|Accumulated other comprehensive income     |  |                | 67      |   |              |   | 36      |  
|Common stock in treasury, at cost          |  |                | (790    | ) |              |   | (812    | )
|                                           |  |                |         |   |              |   |         |  
|Total stockholders equity                 |  |                | 26,787  |   |              |   | 26,791  |  
|                                           |  |                |         |   |              |   |         |  
|Total Liabilities and Stockholders Equity |  | $              | 46,625  |   |              | $ | 50,461  |  
|                                           |  |                |         |   |              |   |         |  



See accompanying
notes to condensed consolidated financial statements.



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Kewaunee Scientific
Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                |  |                            |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | Six months endedOctober 31 |       
|                                                                                |  | 2004                       |        |   | 2003 |  
|Cash flows from operating activities:                                           |  |                            |        |   |      |   |        |  
|Net earnings                                                                    |  | $                          | 301    |   |      | $ | 879    |  
|Adjustments to reconcile net earnings to net cash used in operating activities: |  |                            |        |   |      |   |        |  
|Depreciation                                                                    |  |                            | 1,037  |   |      |   | 1,041  |  
|Provision for bad debts                                                         |  |                            | 321    |   |      |   | 6      |  
|Decrease in prepaid income taxes                                                |  |                            | 165    |   |      |   | 1,077  |  
|Decrease (increase) in receivables                                              |  |                            | 1,127  |   |      |   | (5,798 | )
|Decrease in inventories                                                         |  |                            | 281    |   |      |   | 1,218  |  
|Decrease in accounts payable and other current liabilities                      |  |                            | (2,226 | ) |      |   | (1,974 | )
|(Decrease) increase in deferred revenue                                         |  |                            | (166   | ) |      |   | 884    |  
|Other, net                                                                      |  |                            | 1,039  |   |      |   | 481    |  
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                             |  |                            | 1,879  |   |      |   | (2,186 | )
|                                                                                |  |                           
|Cash flows from investing activities:                                           |  |                            |        |   |      |   |        |  
|Capital expenditures                                                            |  |                            | (417   | ) |      |   | (1,215 | )
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash used in investing activities                                           |  |                            | (417   | ) |      |   | (1,215 | )
|                                                                                |  |                           
|Cash flows from financing activities:                                           |  |                            |        |   |      |   |        |  
|(Decrease) increase in short-term borrowings                                    |  |                            | (917   | ) |      |   | 3,324  |  
|Proceeds from long-term debt                                                    |  |                            |       |   |      |   | 1,200  |  
|Payments on long-term debt                                                      |  |                            | (559   | ) |      |   | (522   | )
|Dividends paid                                                                  |  |                            | (349   | ) |      |   | (348   | )
|Proceeds from exercise of stock options (including tax benefit)                 |  |                            | 13     |   |      |   | 23     |  
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash (used in) provided by financing activities                             |  |                            | (1,812 | ) |      |   | 3,677  |  
|                                                                                |  |                            |        |   |      |   |        |  
|(Decrease) increase in cash and cash equivalents                                |  |                            | (350   | ) |      |   | 276    |  
|Cash and cash equivalents, beginning of period                                  |  |                            | 1,167  |   |      |   | 520    |  
|                                                                                |  |                            |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                        |  | $                          | 817    |   |      | $ | 796    |  
|                                                                                |  |                            |        |   |      |   |        |  



See accompanying
notes to condensed financial statements.



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Kewaunee Scientific
Corporation

Notes to Condensed 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 consolidated financial statements should be read in conjunction with the financial statements and notes included in the
Companys 2004 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. | Revenue Recognition
|-- | -------------------



Product sales are generally recognized at the date of shipment, or when customers have purchased and accepted title of the goods, but because of construction delays, requested the Company to temporarily store the
finished goods on the customers behalf.



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Product sales for fixed-price construction contracts involve a signed contract for a fixed price to provide the
Companys laboratory furniture and fume hoods for a construction project. The Company usually is in the role as a subcontractor, but in some cases may enter into a contract directly with the end-user of the products. Product sales for
fixed-price construction contracts are generated from multiple-element arrangements that require separate units of accounting, and estimates regarding the fair value of individual elements.



The Company determined that its multiple-element arrangements are generally comprised of the
following elements that would qualify as separate units of accounting: product sales and installation services. Each of these elements represent individual units of accounting as the delivered item has value to a customer on a stand-alone basis,
objective and reliable evidence of fair value exists for undelivered items, and arrangements normally do not contain a general right of return relative to the delivered item. The Company determines fair value based on the price of the deliverable
when it is sold separately or based on third-party evidence. In accordance with the guidance in EITF 00-21, the Company uses the residual method to allocate the arrangement consideration when it does not have fair value of the product sale. Under
the residual method, the amount of consideration allocated to the delivered item equals the total arrangement consideration less the aggregate fair value of the undelivered items. Assuming all other criteria for revenue recognition have been met,
the Company recognizes revenue for product sales at the date of shipment.



Product sales for purchase orders involve a purchase order received by the Company from its dealers and its stocking distributor. This category includes product sales for standard products, as well as products which require some
customization. These sales are recognized under the terms of the purchase order which generally are freight on board (FOB) shipping point and do not include rights of return. Accordingly, sales are recognized at the time of shipment.



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|C. | Principles of Consolidation
|-- | ---------------------------



The Companys consolidated financial statements include the accounts of Kewaunee Scientific Corporation and its three subsidiaries. A brief description of each
subsidiary, along with the amount of the Companys controlling financial interests, is as follows:



(1) Kewaunee Labway Asia Pte. Ltd., a dealer for the Companys products in Singapore, is 51% owned by the Company; (2) Labway Scientific India Pvt. Ltd., a dealer for the Companys products in Bangalore,
India, is 95% owned by Kewaunee Labway Asia; and (3) Kewaunee Scientific Corporation India Pvt. Ltd. in Bangalore, India, an assembly operation, is 100% owned by the Company. All intercompany balances, transactions, and profits have been eliminated.



|D. | Inventories
|-- | -----------



Inventories consisted of the following (in thousands):



|                  |  |                 |       |               |   |      
|----------------- |  | --------------- | ----- | ------------- | - | -----
|                  |  | October 31,2004 |       | April 30,2004
|Finished products |  | $               | 1,205 |               | $ | 1,364
|Work in process   |  |                 | 1,129 |               |   | 1,373
|Raw materials     |  |                 | 1,670 |               |   | 1,548
|                  |  |                 |       |               |   |      
|                  |  | $               | 4,004 |               | $ | 4,285
|                  |  |                 |       |               |   |      



|E. | Balance Sheet
|-- | -------------



The Companys April 30, 2004 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.



|F. | Comprehensive Income
|-- | --------------------



A reconciliation of net earnings and total comprehensive income for the three months and six months ended October 31, 2004 and 2003 is as follows (in thousands):



|                                                              |  |                                    |     |                                    |   |    
|------------------------------------------------------------- |  | ---------------------------------- | --- | ---------------------------------- | - | ---
|                                                              |  | Three months endedOctober 31, 2004 |     | Three months endedOctober 31, 2003
|Net earnings                                                  |  | $                                  | 108 |                                    | $ | 418
|Change in fair value of cash flow hedge, net of income tax    |  |                                    | 3   |                                    |   | 3  
|Change in cumulative foreign currency translation adjustments |  |                                    | 42  |                                    |   | 16 
|                                                              |  |                                    |     |                                    |   |    
|Total comprehensive income                                    |  | $                                  | 153 |                                    | $ | 437



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|                                                              |  |                                  |     |                                  |   |    
|------------------------------------------------------------- |  | -------------------------------- | --- | -------------------------------- | - | ---
|                                                              |  | Six months endedOctober 31, 2004 |     | Six months endedOctober 31, 2003
|Net earnings                                                  |  | $                                | 301 |                                  | $ | 879
|Change in fair value of cash flow hedge, net of income tax    |  |                                  | 7   |                                  |   | 9  
|Change in cumulative foreign currency translation adjustments |  |                                  | 24  |                                  |   | 33 
|                                                              |  |                                  |     |                                  |   |    
|Total comprehensive income                                    |  | $                                | 332 |                                  | $ | 921



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 October 31, 2004.



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



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



The Company has not granted stock options to employees or directors since fiscal year 2003. 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. 123, Accounting for Stock-Based Compensation, net earnings and net earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):



|                                 |  |                                    |      |   |                                    |   |      |  
|-------------------------------- |  | ---------------------------------- | ---- | - | ---------------------------------- | - | ---- | -
|                                 |  | Three months endedOctober 31, 2004 |      |   | Three months endedOctober 31, 2003 |  
|Net earnings as reported         |  | $                                  | 108  |   |                                    | $ | 418  |  
|Pro forma compensation cost      |  |                                    | (9   | ) |                                    |   | (20  | )
|                                 |  |                                    |      |   |                                    |   |      |  
|Net earnings pro forma           |  |                                    | 99   |   |                                    |   | 398  |  
|                                 |  |                                   
|Net earnings per share  Basic   |  |                                    |      |   |                                    |   |      |  
|As reported                      |  | $                                  | 0.04 |   |                                    | $ | 0.17 |  
|Pro forma                        |  |                                    | 0.04 |   |                                    |   | 0.16 |  
|Net earnings per share  Diluted |  |                                    |      |   |                                    |   |      |  
|As reported                      |  | $                                  | 0.04 |   |                                    | $ | 0.17 |  
|Pro forma                        |  |                                    | 0.04 |   |                                    |   | 0.16 |  
|                                 |  |                                   
|                                 |  | Six months endedOctober 31, 2004   |      |   | Six months endedOctober 31, 2003   |  
|Net earnings as reported         |  | $                                  | 301  |   |                                    | $ | 879  |  
|Pro forma compensation cost      |  |                                    | (17  | ) |                                    |   | (40  | )
|                                 |  |                                    |      |   |                                    |   |      |  
|Net earnings pro forma           |  |                                    | 284  |   |                                    |   | 839  |  
|                                 |  |                                   
|Net earnings per share  Basic   |  |                                    |      |   |                                    |   |      |  
|As reported                      |  | $                                  | 0.12 |   |                                    | $ | 0.35 |  
|Pro forma                        |  |                                    | 0.11 |   |                                    |   | 0.34 |  
|Net earnings per share  Diluted |  |                                    |      |   |                                    |   |      |  
|As reported                      |  | $                                  | 0.12 |   |                                    | $ | 0.35 |  
|Pro forma                        |  |                                    | 0.11 |   |                                    |   | 0.34 |  



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



The Companys 2004 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, 2004. The following discussion and analysis describes material changes in the Companys financial condition since April 30, 2004. The analysis of results of operations compares the three months
and six months ended October 31, 2004 with the comparable period of the prior fiscal year.



Results of Operations



The
Company recorded sales of $18.4 million for the three months ended October 31, 2004, a decline of 24.7% from sales of $24.4 million for the comparable period of the prior year. Sales for the six months ended October 31, 2004 were $38.7 million, a
decline of 20.5% from sales of $48.6 million in the comparable period of the prior year. The order backlog was $38.6 million at October 31, 2004. This compares to order backlogs of $39.6 million at July 31, 2004 and $46.3 million at October 31,
2003.



Several issues adversely affected the laboratory furniture marketplace
during the quarter. Uncertainties surrounding the presidential election and its potential impact on the price of prescription drugs continued to impact the willingness of pharmaceutical companies to invest in new research projects. Additionally, the
marketplace was affected by significant increases in the cost of construction materials, particularly steel. The resulting higher-than-planned construction costs delayed the award date of many projects, as some customers were forced to reduce the
scope of their projects to remain within budget. Reduced state budgets also adversely affected funding available for education construction projects. An increase in order activity resulting from the resolution of the uncertainty surrounding the
presidential election is not expected to begin to improve sales before the Companys fourth quarter.



The gross profit margin for the three months ended October 31, 2004 was 19.3% of sales, as compared to 16.8% of sales in the comparable quarter of the prior year. The gross profit margin for the six months ended
October 31, 2004 was 17.9%, as compared to 15.9% in the comparable period of the prior year. The improved gross profit margins for the three and six months of the current year resulted from improvements in manufacturing costs and efficiencies,
partially offset by higher costs in the



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current year for raw materials, particularly steel, as well as higher energy costs.



To further reduce costs, significant reductions in the Statesville workforce were made during the quarter, in both the hourly and
administrative areas of the Company. The reductions, which involved approximately 18% of the Statesville workforce, included 58 permanent employees and 42 temporary employees. Annual savings associated with the reductions are estimated at $3.6
million, of which $774,000 relates to operating expenses. All associated termination benefits, which totaled $31,488, were expensed during the current quarter. Additionally, a number of cost cutting initiatives were implemented during the quarter
that are expected to further reduce manufacturing and raw material costs.



Operating expenses for the three months ended October 31, 2004 were $3.3 million, or 17.8% of sales, as compared to $3.3 million, or 13.6% of sales, in the comparable period of the prior year. Operating expenses for the six months ended
October 31, 2004 were $6.3 million, or 16.3% of sales, as compared to $6.3 million, or 13.0% of sales, in the comparable period of the prior year. The increase in operating expenses as a percent of sales for each of the current year periods resulted
as operating expense levels remained relatively flat as sales declined. As compared to the prior year periods, operating expenses included increases in bad debt expense of $199,000 and $315,000 for the three months and six months ended October 31,
2004, respectively.



Operating earnings of $293,000 and $623,000 were recorded
for the three months and six months ended October 31, 2004, respectively, compared to $783,000 and $1.4 million recorded for the comparable period of the prior year.



Interest expense was $84,000, and $170,000 for the three months and six months ended October 31, 2004, respectively, compared to $83,000 and
$161,000 for the same periods of the prior year. The impacts of increased borrowing rates for the three and six months of the current year were offset by lower levels of borrowings.



Other expense was $46,000 and other income was $3,000 in the three months and six months ended October 31, 2004, respectively, compared to
other expense of $47,000 and other income of $149,000 for the comparable periods of the prior year. Other income for the prior year was increased by $295,000 in the first quarter of the prior year from the resolution of a



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disputed claim for laboratory furniture sold by the Company several years earlier.



Income tax expenses of $55,000 and $155,000 were recorded for the three months and six months ended October 31, 2004, respectively, as
compared to an income tax expense of $235,000 and $494,000 recorded for the comparable periods of the prior year. The effective tax rate was approximately 34.0% for the three and six months ended October 31, 2004 and 36.0% for the three and six
months period ended October 31, 2003.



Net earnings of $108,000 and $301,000,
or $.04 per diluted share and $.12 per diluted share, were recorded for the three months and six months ended October 31, 2004, respectively, as compared to net earnings of $418,000 and $879,000, or $.17 per diluted share and $.35 per diluted share
for the comparable periods of the prior year.



Liquidity and Capital
Resources



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



The Company had working capital of $13.9 million at October 31,
2004, as compared to $12.6 million at April 30, 2004. The ratio of current assets to current liabilities was 1.9-to-1.0 at October 31, 2004, as compared to 1.7-to-1.0 at April 30, 2004. At October 31, 2004, advances of $6,079,000 were outstanding
under the Companys revolving credit bank loan, leaving available credit under this line in the amount of $2,921,000. During the quarter, the term of this loan was extended to December 31, 2006.



The Companys operations provided cash of $1.9 million during the six months ended
October 31, 2004, primarily attributable to operations and a decrease in accounts receivable. Cash of $890,000 was also received during the quarter from the cancellation of life insurance policies covering all salaried employees when these policies
were replaced with a group term insurance plan. The favorable impact of these items was partially offset by the impact of a decrease in accounts payable and other current liabilities. The Companys operations used cash of $2.2 million during
the six months ended October 31, 2003, primarily resulting from a significant increase in accounts receivable and a decrease in accounts payable.



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During the six months ended October 31, 2004, the Company used cash of $417,000 in investing activities, primarily for
purchases of production equipment. This compares to the use of $1.2 million for similar investing activities in the same period of the prior year.



The Companys financing activities used cash of $1.8 million during the six months ended October 31, 2004. This included $917,000 for repayment of advances under the
revolving credit loan, long-term debt repayments of $559,000, and cash dividends paid of $349,000. Financing activities provided cash of $3.7 million in the same period of the prior year, which included $3.3 million received from advances under the
revolving credit loan and $1.2 million from long-term debt. For that period, cash was used for long-term debt repayments of $522,000 and cash dividends paid of $348,000.



Outlook for Remainder of Fiscal Year 2005



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.



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 six months ended October 31, 2004 has been performed by PricewaterhouseCoopers LLP, the Companys independent
auditors. Their report on the interim financial information follows.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Kewaunee Scientific Corporation

Statesville, North Carolina



We have reviewed
the accompanying condensed consolidated balance sheet of Kewaunee Scientific Corporation as of October 31, 2004 and April 30, 2004, and the related condensed consolidated statements of operations for each of the three and six-month periods ended
October 31, 2004 and October 31, 2003 and the condensed consolidated statement of cash flows for the six-month periods ended October 31, 2004 and October 31, 2003. 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, 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 statements information for them to be in conformity with accounting principles generally accepted in the United States of
America.



We previously audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance sheet as of April 30, 2004, 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, 2004 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, 2004, is
fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.



PricewaterhouseCoopers LLP

Charlotte, North Carolina

November 22, 2004



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



There are no material changes to the disclosures made on this matter in the Companys Annual Report on Form 10-K for the fiscal year ended April 30,
2004.



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



(a) Evaluation of disclosure controls and procedures



An evaluation was performed under the supervision and the participation of the companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended) as of October 31, 2004. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that, as of October 31, 2004, the Companys disclosure controls and procedures were adequate and
effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.



(b) Changes in internal controls



There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent
to October 31, 2004. As no significant deficiencies or material weaknesses were found, no corrective actions were taken.



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PART II. OTHER INFORMATION



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



The Companys Annual Meeting of Stockholders was held on August 25, 2004. Information regarding the results of this meeting are incorporated by reference from the
Companys Report on Form 10-Q for the three months ended July 31, 2004.



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



(a) Exhibits



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|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.



(b) Reports on Form
8-K



A Form 8-K was filed on August 26, 2004, with the
Commission which included as an exhibit the Companys Press Release announcing the financial results for the first quarter ended July 31, 2004.



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SIGNATURE



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



|      |  |                   |  |                                 |  |    |  |                                    
|----- |  | ----------------- |  | ------------------------------- |  | -- |  | -----------------------------------
|      |  |                   |  | KEWAUNEE SCIENTIFIC CORPORATION
|      |  |                   |  | (Registrant)                   
|      |  |                   |  |                                
|Date: |  | December 13, 2004 |  |                                 |  | By |  | /s/    D. MICHAEL PARKER           
|      |  |                   |  |                                 |  |    |  | D. Michael Parker                  
|      |  |                   |  |                                 |  |    |  | Senior Vice President,             
|      |  |                   |  |                                 |  |    |  | Finance and Chief Financial Officer



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