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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended October 31, 2009

or



| ̈ | 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) |  | (IRS Employer Identification No.)
|                                                               | 
|2700 West Front Street Statesville, North Carolina             |  | 28677-2927                       
|(Address of principal executive offices)                       |  | (Zip Code)                       

Registrants telephone number, including area code: (704) 873-7202





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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Dates File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ̈    No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                     |  |                                                                       |  |                            
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈ |  | Accelerated filer  ̈ |  | Non-accelerated filer  ̈ (Do not check if a smaller reporting
company) |  | Smaller reporting company x

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

As of December 7, 2009, the registrant had outstanding 2,569,310 shares of Common Stock.









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##### Table of Contents

KEWAUNEE SCIENTIFIC CORPORATION

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2009



|                              |  |                                                                                              |  |            
|----------------------------- |  | -------------------------------------------------------------------------------------------- |  | -----------
|                              |  |                                                                                              |  | Page Number
|PART I. FINANCIAL INFORMATION |  | 1                                                                                           
|                              |  |                                                                                             
|Item 1.                       |  | Financial Statements                                                                         |  | 1          
|                              |  |                                                                                             
|                              |  | Consolidated Statements of Operations  Three and Six months ended October 31, 2009 and 2008 |  | 1          
|                              |  |                                                                                             
|                              |  | Consolidated Balance Sheets October 31, 2009 and April 30, 2009                              |  | 2          
|                              |  |                                                                                             
|                              |  | Consolidated Statements of Cash Flows  Six months ended October 31, 2009 and
2008           |  | 3          
|                              |  |                                                                                             
|                              |  | Notes to Consolidated Financial Statements                                                   |  | 4          
|                              |  |                                                                                             
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations        |  | 6          
|                              |  |                                                                                             
|                              |  | Review by Independent Registered Public Accounting Firm                                      |  | 8          
|                              |  |                                                                                             
|                              |  | Report of Independent Registered Public Accounting Firm                                      |  | 9          
|                              |  |                                                                                             
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                   |  | 10         
|                              |  |                                                                                             
|Item 4.                       |  | Controls and Procedures                                                                      |  | 10         
|                              | 
|PART II. OTHER INFORMATION    |  | 11                                                                                          
|                              |  |                                                                                             
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                          |  | 11         
|                              |  |                                                                                             
|Item 6.                       |  | Exhibits                                                                                     |  | 11         
|                              | 
|SIGNATURE                     |  | 12                                                                                          



i



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Part 1. Financial Information



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

Kewaunee Scientific Corporation

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)



|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                    |  | Three months endedOctober 31 |        |   | Six months endedOctober 31 |  
|                                                                                    |  | 2009                         |        |   | 2008                       |   |        | 2009 |  |   | 2008   |  
|Net Sales                                                                           |  | $                            | 27,088 |   |                            | $ | 27,732 |      |  | $ | 53,337 |   |  | $ | 53,127 |  
|Costs of products sold                                                              |  |                              | 20,878 |   |                            |   | 21,713 |      |  |   | 41,363 |   |  |   | 41,757 |  
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                                        |  |                              | 6,210  |   |                            |   | 6,019  |      |  |   | 11,974 |   |  |   | 11,370 |  
|Operating expenses                                                                  |  |                              | 3,976  |   |                            |   | 3,858  |      |  |   | 7,942  |   |  |   | 7,444  |  
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Operating earnings                                                                  |  |                              | 2,234  |   |                            |   | 2,161  |      |  |   | 4,032  |   |  |   | 3,926  |  
|Other expense                                                                       |  |                              |       |   |                            |   | (1     | )    |  |   |       |   |  |   | (39    | )
|Interest expense                                                                    |  |                              | (39    | ) |                            |   | (93    | )    |  |   | (80    | ) |  |   | (182   | )
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Earnings before income taxes                                                        |  |                              | 2,195  |   |                            |   | 2,067  |      |  |   | 3,952  |   |  |   | 3,705  |  
|Income tax expense                                                                  |  |                              | 751    |   |                            |   | 566    |      |  |   | 1,340  |   |  |   | 1,107  |  
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings                                                                        |  |                              | 1,444  |   |                            |   | 1,501  |      |  |   | 2,612  |   |  |   | 2,598  |  
|Less: net earnings attributable to the noncontrolling interest                      |  |                              | 92     |   |                            |   | 37     |      |  |   | 189    |   |  |   | 153    |  
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings attributable to Kewaunee Scientific Corporation                        |  | $                            | 1,352  |   |                            | $ | 1,464  |      |  | $ | 2,423  |   |  | $ | 2,445  |  
|                                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings per share attributable to Kewaunee Scientific Corporation stockholders |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                               |  | $                            | 0.53   |   |                            | $ | 0.57   |      |  | $ | 0.95   |   |  | $ | 0.96   |  
|Diluted                                                                             |  | $                            | 0.53   |   |                            | $ | 0.57   |      |  | $ | 0.95   |   |  | $ | 0.95   |  
|Weighted average number of common shares outstanding (in thousands)                 |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                               |  |                              | 2,560  |   |                            |   | 2,555  |      |  |   | 2,558  |   |  |   | 2,553  |  
|Diluted                                                                             |  |                              | 2,571  |   |                            |   | 2,562  |      |  |   | 2,564  |   |  |   | 2,566  |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Consolidated Balance Sheets

(in thousands)



|                                                           |  |                 |         |   |               |   |         |  
|---------------------------------------------------------- |  | --------------- | ------- | - | ------------- | - | ------- | -
|                                                           |  | October 31,2009 |         |   | April 30,2009 |  
|                                                           |  | (Unaudited)     |         |   |               |  
|Assets                                                     |  |                 |         |   |               |   |         |  
|Current assets:                                            |  |                 |         |   |               |   |         |  
|Cash and cash equivalents                                  |  | $               | 2,596   |   |               | $ | 3,559   |  
|Restricted cash                                            |  |                 | 461     |   |               |   | 456     |  
|Receivables, less allowance                                |  |                 | 26,660  |   |               |   | 24,526  |  
|Inventories                                                |  |                 | 8,117   |   |               |   | 7,839   |  
|Deferred income taxes                                      |  |                 | 311     |   |               |   | 309     |  
|Prepaid expenses and other current assets                  |  |                 | 1,389   |   |               |   | 856     |  
|                                                           |  |                 |         |   |               |   |         |  
|Total current assets                                       |  |                 | 39,534  |   |               |   | 37,545  |  
|Property, plant and equipment, at cost                     |  |                 | 40,952  |   |               |   | 39,298  |  
|Accumulated depreciation                                   |  |                 | (28,560 | ) |               |   | (27,929 | )
|                                                           |  |                 |         |   |               |   |         |  
|Net property, plant and equipment                          |  |                 | 12,392  |   |               |   | 11,369  |  
|Deferred income taxes                                      |  |                 | 339     |   |               |   | 351     |  
|Other                                                      |  |                 | 3,759   |   |               |   | 3,264   |  
|                                                           |  |                 |         |   |               |   |         |  
|Total other assets                                         |  |                 | 4,098   |   |               |   | 3,615   |  
|                                                           |  |                 |         |   |               |   |         |  
|Total Assets                                               |  | $               | 56,024  |   |               | $ | 52,529  |  
|                                                           |  |                 |         |   |               |   |         |  
|Liabilities and Stockholders Equity                       |  |                 |         |   |               |   |         |  
|Current liabilities:                                       |  |                 |         |   |               |   |         |  
|Short-term borrowings                                      |  | $               | 5,370   |   |               | $ | 5,720   |  
|Current obligations under capital leases                   |  |                 | 100     |   |               |   | 220     |  
|Accounts payable                                           |  |                 | 7,410   |   |               |   | 8,812   |  
|Employee compensation and amounts withheld                 |  |                 | 1,476   |   |               |   | 1,709   |  
|Deferred revenue                                           |  |                 | 1,327   |   |               |   | 1,298   |  
|Other accrued expenses                                     |  |                 | 2,971   |   |               |   | 904     |  
|                                                           |  |                 |         |   |               |   |         |  
|Total current liabilities                                  |  |                 | 18,654  |   |               |   | 18,663  |  
|Obligations under capital leases                           |  |                 | 177     |   |               |   | 201     |  
|Accrued employee benefit plan costs                        |  |                 | 6,371   |   |               |   | 5,406   |  
|                                                           |  |                 |         |   |               |   |         |  
|Total Liabilities                                          |  |                 | 25,202  |   |               |   | 24,270  |  
|Equity:                                                    |  |                 |         |   |               |   |         |  
|Common Stock                                               |  |                 | 6,550   |   |               |   | 6,550   |  
|Additional paid-in-capital                                 |  |                 | 711     |   |               |   | 614     |  
|Retained earnings                                          |  |                 | 27,764  |   |               |   | 25,802  |  
|Accumulated other comprehensive loss                       |  |                 | (5,308  | ) |               |   | (5,521  | )
|Common stock in treasury, at cost                          |  |                 | (471    | ) |               |   | (492    | )
|                                                           |  |                 |         |   |               |   |         |  
|Total Kewaunee Scientific Corporation stockholders equity |  |                 | 29,246  |   |               |   | 26,953  |  
|Noncontrolling interest                                    |  |                 | 1,576   |   |               |   | 1,306   |  
|                                                           |  |                 |         |   |               |   |         |  
|Total Equity                                               |  |                 | 30,822  |   |               |   | 28,259  |  
|                                                           |  |                 |         |   |               |   |         |  
|Total Liabilities and Equity                               |  | $               | 56,024  |   |               | $ | 52,529  |  
|                                                           |  |                 |         |   |               |   |         |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                |  |                            |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | Six months endedOctober 31 |       
|                                                                                |  | 2009                       |        |   | 2008 |  
|Cash flows from operating activities:                                           |  |                            |        |   |      |   |        |  
|Net earnings                                                                    |  | $                          | 2,423  |   |      | $ | 2,445  |  
|Adjustments to reconcile net earnings to net cash used in operating activities: |  |                            |        |   |      |   |        |  
|Depreciation                                                                    |  |                            | 1,255  |   |      |   | 1,135  |  
|Bad debt provision                                                              |  |                            | 71     |   |      |   | 116    |  
|Provision for deferred income tax expense                                       |  |                            | 10     |   |      |   | (2     | )
|Decrease in prepaid income taxes                                                |  |                            | 9      |   |      |   | 812    |  
|Increase in receivables                                                         |  |                            | (2,205 | ) |      |   | (5,537 | )
|(Increase) decrease in inventories                                              |  |                            | (278   | ) |      |   | 118    |  
|Increase in prepaid pension cost                                                |  |                            |       |   |      |   | (148   | )
|Increase in accounts payable and other accrued expenses                         |  |                            | 432    |   |      |   | 698    |  
|Increase in deferred revenue                                                    |  |                            | 29     |   |      |   | 707    |  
|Other, net                                                                      |  |                            | 327    |   |      |   | (847   | )
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                             |  |                            | 2,073  |   |      |   | (503   | )
|Cash flows from investing activities:                                           |  |                            |        |   |      |   |        |  
|Capital expenditures                                                            |  |                            | (2,278 | ) |      |   | (679   | )
|Increase (decrease) in restricted cash                                          |  |                            | (5     | ) |      |   | 72     |  
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash used in investing activities                                           |  |                            | (2,283 | ) |      |   | (607   | )
|Cash flows from financing activities:                                           |  |                            |        |   |      |   |        |  
|Dividends paid                                                                  |  |                            | (461   | ) |      |   | (408   | )
|Decrease (increase) in short-term borrowings                                    |  |                            | (350   | ) |      |   | 415    |  
|Payments on capital leases                                                      |  |                            | (144   | ) |      |   | (192   | )
|Purchase of treasury stock                                                      |  |                            | (114   | ) |      |   | (198   | )
|Proceeds from exercise of stock options (including tax benefit)                 |  |                            | 135    |   |      |   | 276    |  
|                                                                                |  |                            |        |   |      |   |        |  
|Net cash used in financing activities                                           |  |                            | (934   | ) |      |   | (107   | )
|Effect of exchange rate changes on cash                                         |  |                            | 181    |   |      |   | (285   | )
|                                                                                |  |                            |        |   |      |   |        |  
|Decrease in cash and cash equivalents                                           |  |                            | (963   | ) |      |   | (1,502 | )
|Cash and cash equivalents, beginning of period                                  |  |                            | 3,559  |   |      |   | 3,784  |  
|                                                                                |  |                            |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                        |  | $                          | 2,596  |   |      | $ | 2,282  |  
|                                                                                |  |                            |        |   |      |   |        |  

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 consolidated financial statements and notes included in the
Companys 2009 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 consolidated financial statements requires management to make certain estimates and assumptions that affect reported amounts and
disclosures. Actual results could differ from those estimates. In preparing these interim consolidated financial statements, we have reviewed and considered for disclosure all significant events occurring through December 11, 2009, the date of
financial statement issuance.

B. Inventories

Inventories consisted of the following (in thousands):



|                  |  |                  |       |                |   |      
|----------------- |  | ---------------- | ----- | -------------- | - | -----
|                  |  | October 31, 2009 |       | April 30, 2009
|Finished products |  | $                | 1,772 |                | $ | 1,756
|Work in process   |  |                  | 1,534 |                |   | 1,461
|Raw materials     |  |                  | 4,811 |                |   | 4,622
|                  |  |                  |       |                |   |      
|                  |  | $                | 8,117 |                | $ | 7,839
|                  |  |                  |       |                |   |      

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 consolidated financial statements in the period in which they occur.

C. Comprehensive Income

A reconciliation of net earnings and total comprehensive income
for the three and six months ended October 31, 2009 and 2008 is as follows (in thousands):



|                                                              |  |                                    |       |                                    |   |       |  
|------------------------------------------------------------- |  | ---------------------------------- | ----- | ---------------------------------- | - | ----- | -
|                                                              |  | Three months endedOctober 31, 2009 |       | Three months endedOctober 31, 2008 |  
|Net earnings                                                  |  | $                                  | 1,352 |                                    | $ | 1,464 |  
|Change in cumulative foreign currency translation adjustments |  |                                    | 109   |                                    |   | (588  | )
|                                                              |  |                                    |       |                                    |   |       |  
|Total comprehensive income                                    |  | $                                  | 1,461 |                                    | $ | 876   |  
|                                                              |  |                                    |       |                                    |   |       |  
|                                                              |  |                                   
|                                                              |  | Six months endedOctober 31, 2009   |       | Six months endedOctober 31, 2008   |  
|Net earnings                                                  |  | $                                  | 2,423 |                                    | $ | 2,445 |  
|Change in cumulative foreign currency translation adjustments |  |                                    | 213   |                                    |   | (724  | )
|                                                              |  |                                    |       |                                    |   |       |  
|Total comprehensive income                                    |  | $                                  | 2,636 |                                    | $ | 1,721 |  
|                                                              |  |                                    |       |                                    |   |       |  

Assets and liabilities for the Companys foreign subsidiaries 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 stockholders equity.



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D. Segment Information

The following table provides financial information by business segments for the three and six months ended October 31, 2009 and 2008 (in thousands):



|                                               |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|---------------------------------------------- |  | ------------------ | ------ | ----------------------- | - | --------- |  | - | ------ | - |  | - | ------
|                                               |  | DomesticOperations |        | InternationalOperations |   | Corporate |  |   | Total 
|Three months ended October 31, 2009            |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 24,713 |                         | $ | 2,375     |  | $ |       |   |  | $ | 27,088
|Intersegment revenues                          |  |                    | 271    |                         |   | 310       |  |   | (581   | ) |  |   |      
|Operating earnings (loss) before income taxes  |  |                    | 2,900  |                         |   | 206       |  |   | (911   | ) |  |   | 2,195 
|Three months ended October 31, 2008            |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 23,785 |                         | $ | 3,947     |  | $ |       |   |  | $ | 27,732
|Intersegment revenues                          |  |                    | 851    |                         |   | 21        |  |   | (872   | ) |  |   |      
|Operating earnings (loss) before incomes taxes |  |                    | 2,693  |                         |   | 309       |  |   | (935   | ) |  |   | 2,067 
|Six months ended October 31, 2009              |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 48,071 |                         | $ | 5,266     |  | $ |       |   |  | $ | 53,337
|Intersegment revenues                          |  |                    | 691    |                         |   | 417       |  |   | (1,108 | ) |  |   |      
|Operating earnings (loss) before incomes taxes |  |                    | 5,445  |                         |   | 509       |  |   | (2,002 | ) |  |   | 3,952 
|Six months ended October 31, 2008              |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 44,798 |                         | $ | 8,329     |  | $ |       |   |  | $ | 53,127
|Intersegment revenues                          |  |                    | 1,637  |                         |   | 25        |  |   | (1,662 | ) |  |   |      
|Operating earnings (loss) before incomes taxes |  |                    | 4,732  |                         |   | 723       |  |   | (1,750 | ) |  |   | 3,705 

E. Defined Pension Plans

The Company has non-contributory defined benefit pension plans covering substantially all salaried and hourly employees. These plans were amended as of April 30, 2005, no further benefits have been,
or will be, earned under the plans, subsequent to the amendment date, and no additional participants will be added to the plans. No contributions were paid to the plans during the six months ended October 31, 2009, 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 endedOctober 31, 2009 |      |   | Three months endedOctober 31, 2008 |  
|Service cost                          |  | $                                  | -0-  |   |                                    | $ | -0-  |  
|Interest cost                         |  |                                    | 245  |   |                                    |   | 220  |  
|Expected return on plan assets        |  |                                    | (234 | ) |                                    |   | (339 | )
|Recognition of net loss               |  |                                    | 187  |   |                                    |   | 31   |  
|                                      |  |                                    |      |   |                                    |   |      |  
|Net periodic pension expense (income) |  | $                                  | 198  |   |                                    | $ | (88  | )
|                                      |  |                                    |      |   |                                    |   |      |  
|                                      |  |                                   
|                                      |  | Six months endedOctober 31, 2009   |      |   | Six months endedOctober 31, 2008   |  
|Service cost                          |  | $                                  | -0-  |   |                                    | $ | -0-  |  
|Interest cost                         |  |                                    | 475  |   |                                    |   | 448  |  
|Expected return on plan assets        |  |                                    | (469 | ) |                                    |   | (676 | )
|Recognition of net loss               |  |                                    | 347  |   |                                    |   | 80   |  
|                                      |  |                                    |      |   |                                    |   |      |  
|Net periodic pension expense (income) |  | $                                  | 353  |   |                                    | $ | (148 | )
|                                      |  |                                    |      |   |                                    |   |      |  

F. Credit Arrangement

In July 2009, the Company amended its unsecured revolving credit facility to extend the facilitys expiration date to July 31, 2012, and modify the variable rate component of the interest
calculation. Monthly interest payments under the facility, as amended, are payable calculated at the 30-day LIBOR Market Interest Rate plus a variable rate ranging from 1.575% to 2.175%.

In July 2009, the Company entered into an interest rate SWAP agreement whereby the interest rate payable by the Company on $2 million of outstanding advances under the revolving credit facility will
effectively convert to a fixed interest rate of 3.9% for the period beginning August 3, 2009, and ending August 1, 2012. The Company entered into this interest rate swap to mitigate future interest rate risk associated with advances under
the credit facility.



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

The Companys 2009 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, 2009. The following discussion and analysis describes material changes in the Companys financial condition since April 30, 2009. The analysis of results of operations compares the three and six months
ended October 31, 2009 with the comparable period of the prior fiscal year.

Results of Operations

Sales for the three months ended October 31, 2009 were $27,088,000, a decrease of 2% from sales of $27,732,000 in the same period last year. Sales from
Domestic Operations were $24,713,000, an increase of 4% from the prior year period. Sales from International Operations were $2,375,000, a decrease of 40% from the prior year period.

Sales for the six months ended October 31, 2009 were $53,337,000, a slight increase from sales of $53,127,000 in the same period last year. Sales from Domestic Operations were $48,071,000, an
increase of 7% from the prior year period. Sales from International Operations were $5,266,000, a decrease of 37% from the prior year period. The decline in international operations sales for both the three and six month periods resulted from
customer changes in their product delivery dates. The order backlog at October 31, 2009 was $65.2 million, as compared to a backlog of $62.7 million at April 30, 2009 and $61.6 million at October 31, 2008.

The gross profit margin for the three months ended October 31, 2009 was 22.9% of sales, as compared to 21.7% of sales in the comparable quarter of the
prior year. The gross profit margin for the six months ended October 31, 2009 was 22.4% of sales, as compared to 21.4% of sales in the comparable quarter of the prior year. The increases in gross profit margin percentages were primarily due to
increased manufacturing efficiencies, savings from alternative sources of raw materials and components, and other cost improvements.

Operating expenses for the three months ended October 31, 2009 were $3,976,000, or 14.7% of sales, as compared to $3,858,000, or 13.9% of sales, in the comparable period of the prior year. Operating expenses for the six months ended
October 31, 2009 were $7,942,000, or 14.9% of sales, as compared to $7,444,000, or 14.0% of sales, in the comparable period of the prior year. The increase in operating expenses for the current quarter was primarily due to an increase of
$286,000 in pension expense, partially offset by a decrease in compensation expense of $127,000. The increase in operating expenses for the current year six-month period was primarily due to an increase of $501,000 in pension expense, partially
offset by a decrease in compensation expense of $76,000.

Operating earnings were $2,234,000 and $4,032,000 for the three and six months ended
October 31, 2009. This compares to operating earnings of $2,161,000 and $3,926,000 for the comparable periods of the prior year.

Interest expense was $39,000 and $80,000 for the three and six months ended October 31, 2009, respectively, as compared to $93,000 and $182,000 for the comparable periods of the prior year. The decrease in interest expense for the
current year periods resulted from lower interest rates on advances.

There was no other income and other expense in the three and six months
ended October 31, 2009, respectively, as compared to income of $1,000 and $39,000 for the comparable periods of the prior year.

Income
tax expense of $751,000 and $1,340,000 was recorded for the three and six months ended October 31, 2009, respectively, as compared to income tax expense of $566,000 and $1,107,000 recorded for the comparable periods of the prior year. The
effective tax rates were 34.2% and 33.9% for the three and six months ended October 31, 2009, respectively, and were 27.4% and 29.9% for the three and six months ended October 31, 2008. The effective tax rates for each of the three and six
month periods differs from the statutory rate primarily due to the impact of varying income tax rates on income earned by the Companys foreign subsidiaries. In addition to this factor, the effective tax rates for all the periods were favorably
impacted by earned state and federal tax credits. The increase in the effective tax rates in the current year periods as compared to the prior year periods resulted primarily from a lower portion of earnings in the current year periods from
subsidiaries located in geographic locations with lower income tax rates.

Minority interests relate to minority shareholders interest
in the Companys two subsidiaries that are not 100% owned by the Company. Minority interests reduced net earnings by $92,000 and $189,000 for the three and six months ended October 31, 2009, as compared to reductions of $37,000 and
$153,000 for the comparable periods of the prior year. The decrease in minority interests in the current period was related to lower earnings of the two subsidiaries.



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Net earnings were $1,352,000, or $0.53 per diluted share, and $2,423,000, or $0.95 per diluted share, for
the three and six months ended October 31, 2009. Net earnings were $1,464,000, or $0.57 per diluted share, and $2,445,000, or $0.95 per diluted share, for the three and six-months ended October 31, 2008.

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-cancellable 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 $20.9 million at October 31, 2009, compared to $18.9 million at April 30, 2009. The ratio of
current assets to current liabilities was 2.1-to-1.0 at October 31, 2009, compared to 2.0-to-1.0 at April 30, 2009. At October 31, 2009, advances of $5,370,000 were outstanding under the Companys bank revolving credit facility,
as compared to advances of $5,720,000 outstanding as of April 30, 2009.

The Companys operations provided cash of $2,073,000 during
the six months ended October 31, 2009. Cash was primarily provided from earnings, which was partially offset by increased accounts receivable of $2,205,000. The Companys operations used cash of $503,000 during the six months ended
October 31, 2008. Cash was primarily used to fund an increase of $5,537,000 in accounts receivable, which was partially offset by cash provided from operating earnings.

During the six months ended October 31, 2009, net cash of $2,283,000 was used by investing activities, primarily for capital expenditures. This compares to the use of $607,000 for investing
activities in the comparable period of the prior year, primarily for capital expenditures.

The Companys financing activities used cash
of $934,000 during the six months ended October 31, 2009. Cash used included cash dividends paid of $461,000, payments on obligations of capital leases of $144,000, and purchases of treasury stock of $114,000 and $350,000 for a reduction in
short-term borrowing, partially offset by $135,000 in proceeds received from the exercise of stock options. Financing activities used cash of $107,000 in the same period for the prior year, which included $408,000 for cash dividends, $192,000 for
payments on obligations of capital leases, and $198,000 for the purchase of treasury stock, partially offset by increased short-term borrowings of $415,000 and $276,000 received from the exercise of stock options.

Outlook for Third Quarter of Fiscal Year 2010

While the Companys ability to predict future demand for its products continues to be limited given, among other general economic factors affecting the Company and its markets, the Companys role as subcontractor or supplier to
dealers for subcontractors, the Company expects the third quarter of fiscal year 2010 to be profitable. In addition to general economic factors affecting the Company and its markets, demand for its products is also dependent upon the number of
laboratory construction projects planned and/or current progress in projects already under construction.

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, as well as prices for certain raw materials and energy. The cautionary statements made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive. The Company cannot always predict what factors
would cause actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms believes, belief, expects,
plans, objectives, anticipates, intends or the like to be uncertain and forward-looking. Over time, the Companys actual results, performance or achievements will likely differ from the
anticipated results, performance or achievements that are expressed or implied by the Companys forward-looking statements, and such difference might be significant and harmful to stockholders interests. Many important factors that could
cause such a difference are described under the caption Risk Factors, in Item 1A of the Companys 2009 Annual Report on Form 10-K.



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REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

A review of the interim consolidated financial information included in this Quarterly Report on Form 10-Q for each of the three and six month periods
ended October 31, 2009 and October 31, 2008 has been performed by Cherry, Bekaert & Holland, L.L.P., the Companys registered public accounting firm. Their report on the interim consolidated financial information follows.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the accompanying consolidated balance sheets of Kewaunee Scientific Corporation and its subsidiaries (the Company) as of
October 31, 2009, and the related consolidated statements of operations for the three month and six month periods ended October 31, 2009 and 2008 and the related consolidated statements of cash flows for the six-month periods ended
October 31, 2009 and 2008. These interim consolidated 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 interim consolidated financial statements referred to above 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, 2009, and the related statements of operations, of stockholders equity and of cash flows for the year then ended (not presented herein) and in our report dated July 10, 2009, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of April 30, 2009 is fairly stated in all material respects in relation to the consolidated
financial statement from which it has been derived.

/s/ Cherry, Bekaert & Holland, L.L.P.

Charlotte, North Carolina

December 11, 2009



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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, 2009.



|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, 2009. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that, as of
October 31, 2009, 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 was no significant change in the Companys internal control over financial reporting that occurred during the most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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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 26, 2009. Information regarding the results of this meeting are incorporated by reference from Item 4 of Part II of the
Companys Report on Form 10-Q for the three months ended July 31, 2009.



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), 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: December 11, 2009 |  |  |  | By                                           |  | /s/ D. Michael Parker
|                        |  |  |  |                                              |  |                       |  | D. Michael Parker (As duly
authorized officer and Senior Vice President, Finance and Chief Financial Officer)



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