##### Table of Contents





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, 2008 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 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.

Large accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated filer  x    Smaller reporting company   ̈

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 5, 2008, the registrant had outstanding 2,556,202 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, 2008



|                              |  |                                                                                              |  |            
|----------------------------- |  | -------------------------------------------------------------------------------------------- |  | -----------
|                              |  |                                                                                              |  | Page Number
|PART I. FINANCIAL INFORMATION |  | 1                                                                                           
|                              |  |                                                                                             
|Item 1.                       |  | Financial Statements                                                                         |  | 1          
|                              |  |                                                                                             
|                              |  | Consolidated Statements of Operations  Three and Six months ended October 31, 2008 and 2007 |  | 1          
|                              |  |                                                                                             
|                              |  | Consolidated Balance Sheets October 31, 2008 and April 30, 2008                              |  | 2          
|                              |  |                                                                                             
|                              |  | Consolidated Statements of Cash Flows  Six months ended October 31, 2008 and 2007           |  | 3          
|                              |  |                                                                                             
|                              |  | Notes to Consolidated Financial Statements                                                   |  | 4          
|                              |  |                                                                                             
|Item 2.                       |  | Managements Discussion and Analysis                                                         |  | 7          
|                              |  |                                                                                             
|                              |  | Review by Independent Registered Public Accounting Firm                                      |  | 11         
|                              |  |                                                                                             
|                              |  | Report of Independent Registered Public Accounting Firm                                      |  | 12         
|                              |  |                                                                                             
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                   |  | 13         
|                              |  |                                                                                             
|Item 4.                       |  | Controls and Procedures                                                                      |  | 13         
|                              | 
|PART II. OTHER INFORMATION    |  | 14                                                                                          
|                              |  |                                                                                             
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                          |  | 14         
|                              |  |                                                                                             
|Item 5.                       |  | Other Information                                                                            |  | 14         
|                              |  |                                                                                             
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                             |  | 14         
|                              | 
|SIGNATURE                     |  | 15                                                                                          



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##### Table of Contents

Part 1. Financial Information



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

Kewaunee
Scientific Corporation

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)



|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------- |  | ---------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                    |  | Three months endedOctober 31 |        |   | Six months endedOctober 31 |  
|                                                                    |  | 2008                         |        |   | 2007                       |   |        | 2008 |  |   | 2007   |  
|Net Sales                                                           |  | $                            | 27,732 |   |                            | $ | 24,727 |      |  | $ | 53,127 |   |  | $ | 45,511 |  
|Costs of products sold                                              |  |                              | 21,713 |   |                            |   | 19,174 |      |  |   | 41,757 |   |  |   | 35,695 |  
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                        |  |                              | 6,019  |   |                            |   | 5,553  |      |  |   | 11,370 |   |  |   | 9,816  |  
|Operating expenses                                                  |  |                              | 3,858  |   |                            |   | 3,370  |      |  |   | 7,444  |   |  |   | 6,518  |  
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Operating earnings                                                  |  |                              | 2,161  |   |                            |   | 2,183  |      |  |   | 3,926  |   |  |   | 3,298  |  
|Other income (expense)                                              |  |                              | (1     | ) |                            |   | 1      |      |  |   | (39    | ) |  |   | 4      |  
|Interest expense                                                    |  |                              | (93    | ) |                            |   | (106   | )    |  |   | (182   | ) |  |   | (216   | )
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Earnings before income taxes                                        |  |                              | 2,067  |   |                            |   | 2,078  |      |  |   | 3,705  |   |  |   | 3,086  |  
|Income Tax expense                                                  |  |                              | 566    |   |                            |   | 658    |      |  |   | 1,107  |   |  |   | 970    |  
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Earnings before minority interests                                  |  |                              | 1,501  |   |                            |   | 1,420  |      |  |   | 2,598  |   |  |   | 2,116  |  
|Minority interests in subsidiaries                                  |  |                              | 37     |   |                            |   | 208    |      |  |   | 153    |   |  |   | 230    |  
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings                                                        |  | $                            | 1,464  |   |                            | $ | 1,212  |      |  | $ | 2,445  |   |  | $ | 1,886  |  
|                                                                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net earnings per share                                              |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                               |  | $                            | 0.57   |   |                            | $ | 0.48   |      |  | $ | 0.96   |   |  | $ | 0.75   |  
|Diluted                                                             |  | $                            | 0.57   |   |                            | $ | 0.47   |      |  | $ | 0.95   |   |  | $ | 0.74   |  
|                                                                    |  |                              |        |  
|Weighted average number of common shares outstanding (in thousands) |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                               |  |                              | 2,555  |   |                            |   | 2,522  |      |  |   | 2,553  |   |  |   | 2,512  |  
|Diluted                                                             |  |                              | 2,562  |   |                            |   | 2,554  |      |  |   | 2,566  |   |  |   | 2,538  |  

See accompanying notes to consolidated financial statements.



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Kewaunee Scientific Corporation

Consolidated Balance Sheets

(in thousands)



|                                           |  |                 |         |   |               |   |         |  
|------------------------------------------ |  | --------------- | ------- | - | ------------- | - | ------- | -
|                                           |  | October 31,2008 |         |   | April 30,2008 |  
|                                           |  | (Unaudited)     |         |   |               |  
|Assets                                     |  |                 |         |   |               |   |         |  
|Current assets:                            |  |                 |         |   |               |   |         |  
|Cash and cash equivalents                  |  | $               | 2,282   |   |               | $ | 3,784   |  
|Restricted cash                            |  |                 | 408     |   |               |   | 480     |  
|Receivables, less allowance                |  |                 | 25,508  |   |               |   | 20,087  |  
|Inventories                                |  |                 | 6,866   |   |               |   | 6,984   |  
|Deferred income taxes                      |  |                 | 400     |   |               |   | 407     |  
|Prepaid expenses and other current assets  |  |                 | 1,019   |   |               |   | 1,440   |  
|                                           |  |                 |         |   |               |   |         |  
|Total current assets                       |  |                 | 36,483  |   |               |   | 33,182  |  
|                                           |  |                
|Property, plant and equipment, at cost     |  |                 | 39,983  |   |               |   | 39,186  |  
|Accumulated depreciation                   |  |                 | (28,307 | ) |               |   | (27,361 | )
|                                           |  |                 |         |   |               |   |         |  
|Net property, plant and equipment          |  |                 | 11,676  |   |               |   | 11,825  |  
|                                           |  |                
|Prepaid pension cost                       |  |                 | 2,084   |   |               |   | 1,936   |  
|Other                                      |  |                 | 3,025   |   |               |   | 3,663   |  
|                                           |  |                 |         |   |               |   |         |  
|Total other assets                         |  |                 | 5,109   |   |               |   | 5,599   |  
|                                           |  |                 |         |   |               |   |         |  
|Total Assets                               |  | $               | 53,268  |   |               | $ | 50,606  |  
|                                           |  |                 |         |   |               |   |         |  
|                                           |  |                
|Liabilities and Stockholders Equity       |  |                 |         |   |               |   |         |  
|Current liabilities:                       |  |                 |         |   |               |   |         |  
|Short-term borrowings                      |  | $               | 4,966   |   |               | $ | 4,551   |  
|Current obligations under capital leases   |  |                 | 314     |   |               |   | 323     |  
|Accounts payable                           |  |                 | 8,687   |   |               |   | 8,929   |  
|Employee compensation and amounts withheld |  |                 | 1,751   |   |               |   | 2,026   |  
|Deferred revenue                           |  |                 | 1,374   |   |               |   | 667     |  
|Other accrued expenses                     |  |                 | 1,981   |   |               |   | 766     |  
|                                           |  |                 |         |   |               |   |         |  
|Total current liabilities                  |  |                 | 19,073  |   |               |   | 17,262  |  
|Obligations under capital leases           |  |                 | 277     |   |               |   | 153     |  
|Deferred income tax                        |  |                 | 912     |   |               |   | 921     |  
|Accrued employee benefit plan costs        |  |                 | 2,960   |   |               |   | 3,555   |  
|Minority interests in subsidiaries         |  |                 | 1,708   |   |               |   | 1,768   |  
|                                           |  |                 |         |   |               |   |         |  
|Total Liabilities                          |  |                 | 24,930  |   |               |   | 23,659  |  
|                                           |  |                
|Stockholders equity:                      |  |                 |         |   |               |   |         |  
|Common Stock                               |  |                 | 6,550   |   |               |   | 6,550   |  
|Additional paid-in-capital                 |  |                 | 635     |   |               |   | 489     |  
|Retained earnings                          |  |                 | 24,410  |   |               |   | 22,373  |  
|Accumulated other comprehensive loss       |  |                 | (2,765  | ) |               |   | (2,041  | )
|Common stock in treasury, at cost          |  |                 | (492    | ) |               |   | (424    | )
|                                           |  |                 |         |   |               |   |         |  
|Total stockholders equity                 |  |                 | 28,338  |   |               |   | 26,947  |  
|                                           |  |                 |         |   |               |   |         |  
|Total Liabilities and Stockholders Equity |  | $               | 53,268  |   |               | $ | 50,606  |  
|                                           |  |                 |         |   |               |   |         |  

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 |       
|                                                                                  |  | 2008                       |        |   | 2007 |  
|Cash flows from operating activities:                                             |  |                            |        |   |      |   |        |  
|Net earnings                                                                      |  | $                          | 2,445  |   |      | $ | 1,886  |  
|Adjustments to reconcile net earnings to net cash (used) by operating activities: |  |                            |        |   |      |   |        |  
|Depreciation                                                                      |  |                            | 1,135  |   |      |   | 974    |  
|Provision for bad debts                                                           |  |                            | 116    |   |      |   | 147    |  
|Provision for deferred income tax (benefit) expense                               |  |                            | (2     | ) |      |   | 1      |  
|Decrease in prepaid income taxes                                                  |  |                            | 812    |   |      |   |       |  
|Increase in receivables                                                           |  |                            | (5,537 | ) |      |   | (1,255 | )
|Decrease (increase) in inventories                                                |  |                            | 118    |   |      |   | (552   | )
|Increase in prepaid pension cost                                                  |  |                            | (148   | ) |      |   | (229   | )
|Increase in accounts payable and other accrued expenses                           |  |                            | 698    |   |      |   | 1,351  |  
|Increase (decrease) in deferred revenue                                           |  |                            | 707    |   |      |   | (793   | )
|Other, net                                                                        |  |                            | (847   | ) |      |   | 107    |  
|                                                                                  |  |                            |        |   |      |   |        |  
|Net cash (used) provided by operating activities                                  |  |                            | (503   | ) |      |   | 1,637  |  
|                                                                                  |  |                           
|Cash flows from investing activities:                                             |  |                            |        |   |      |   |        |  
|Capital expenditures                                                              |  |                            | (679   | ) |      |   | (1,135 | )
|Decrease (increase) in restricted cash                                            |  |                            | 72     |   |      |   | (73    | )
|                                                                                  |  |                            |        |   |      |   |        |  
|Net cash used in investing activities                                             |  |                            | (607   | ) |      |   | (1,208 | )
|                                                                                  |  |                           
|Cash flows from financing activities:                                             |  |                            |        |   |      |   |        |  
|Dividends paid                                                                    |  |                            | (408   | ) |      |   | (351   | )
|Increase (decrease) in short-term borrowings                                      |  |                            | 415    |   |      |   | (1,153 | )
|Payments on capital leases                                                        |  |                            | (192   | ) |      |   | (175   | )
|Purchase of treasury stock                                                        |  |                            | (198   | ) |      |   |       |  
|Proceeds from exercise of stock options                                           |  |                            | 276    |   |      |   | 307    |  
|                                                                                  |  |                            |        |   |      |   |        |  
|Net cash used in financing activities                                             |  |                            | (107   | ) |      |   | (1,372 | )
|                                                                                  |  |                           
|Effect of exchange rate changes on cash                                           |  |                            | (285   | ) |      |   | 63     |  
|                                                                                  |  |                            |        |   |      |   |        |  
|Decrease in cash and cash equivalents                                             |  |                            | (1,502 | ) |      |   | (880   | )
|                                                                                  |  |                           
|Cash and cash equivalents, beginning of period                                    |  |                            | 3,784  |   |      |   | 2,231  |  
|                                                                                  |  |                            |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                          | 2,282  |   |      | $ | 1,351  |  
|                                                                                  |  |                            |        |   |      |   |        |  

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 2008 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.



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

Inventories consisted of the following (in thousands):



|                  |  |                  |       |                |   |      
|----------------- |  | ---------------- | ----- | -------------- | - | -----
|                  |  | October 31, 2008 |       | April 30, 2008
|Finished products |  | $                | 2,213 |                | $ | 1,920
|Work in process   |  |                  | 1,503 |                |   | 1,099
|Raw materials     |  |                  | 3,150 |                |   | 3,965
|                  |  |                  |       |                |   |      
|                  |  | $                | 6,866 |                | $ | 6,984
|                  |  |                  |       |                |   |      

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.



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|C. | Comprehensive Income
|-- | --------------------

A reconciliation of net earnings and total
comprehensive income for the three and six months ended October 31, 2008 and 2007 is as follows (in thousands):



|                                                              |  |                                    |       |   |                                    |   |      
|------------------------------------------------------------- |  | ---------------------------------- | ----- | - | ---------------------------------- | - | -----
|                                                              |  | Three months endedOctober 31,
2008 |       |   | Three months endedOctober 31,
2007
|Net earnings                                                  |  | $                                  | 1,464 |   |                                    | $ | 1,212
|Change in cumulative foreign currency translation adjustments |  |                                    | (588  | ) |                                    |   | 117  
|                                                              |  |                                    |       |   |                                    |   |      
|Total comprehensive income                                    |  | $                                  | 876   |   |                                    | $ | 1,329
|                                                              |  |                                    |       |   |                                    |   |      
|                                                              |  |                                   
|                                                              |  | Six months endedOctober 31, 2008   |       |   | Six months endedOctober 31, 2007  
|Net earnings                                                  |  | $                                  | 2,445 |   |                                    | $ | 1,886
|Change in cumulative foreign currency translation adjustments |  |                                    | (724  | ) |                                    |   | 170  
|                                                              |  |                                    |       |   |                                    |   |      
|Total comprehensive income                                    |  | $                                  | 1,721 |   |                                    | $ | 2,056
|                                                              |  |                                    |       |   |                                    |   |      

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.



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

The following table provides financial
information by business segments for the three and six months ended October 31, 2008 and 2007 (in thousands):



|                                               |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|---------------------------------------------- |  | ------------------ | ------ | ----------------------- | - | --------- |  | - | ------ | - |  | - | ------
|                                               |  | DomesticOperations |        | InternationalOperations |   | Corporate |  |   | Total 
|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 income taxes  |  |                    | 2,693  |                         |   | 309       |  |   | (935   | ) |  |   | 2,067 
|                                               |  |                    |        |                        
|Three months ended October 31, 2007            |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 20,080 |                         | $ | 4,647     |  |   |       |   |  | $ | 24,727
|Intersegment revenues                          |  |                    | 488    |                         |   | 221       |  |   | (709   | ) |  |   |      
|Operating earnings (loss) before incomes taxes |  |                    | 2,268  |                         |   | 636       |  |   | (826   | ) |  |   | 2,078 
|                                               |  |                    |        |                        
|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 
|                                               |  |                    |        |                        
|Six months ended October 31, 2007              |  |                    |        |                         |   |           |  |   |        |   |  |   |       
|Revenues from external customers               |  | $                  | 38,094 |                         |   | 7,417     |  | $ |       |   |  | $ | 45,511
|Intersegment revenues                          |  |                    | 1,264  |                         |   | 310       |  |   | (1,574 | ) |  |   |      
|Operating earnings (loss) before incomes taxes |  |                    | 3,940  |                         |   | 634       |  |   | (1,488 | ) |  |   | 3,086 



|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, 2008, and the Company does not expect any contributions to be paid to the plans during the remainder of the
current fiscal year.



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



|                               |  |                                    |      |   |                                    |   |      |  
|------------------------------ |  | ---------------------------------- | ---- | - | ---------------------------------- | - | ---- | -
|                               |  | Three months endedOctober 31,
2008 |      |   | Three months endedOctober 31,
2007 |  
|Service Cost                   |  | $                                  | -0-  |   |                                    | $ | -0-  |  
|Interest Cost                  |  |                                    | 220  |   |                                    |   | 215  |  
|Expected return on plan assets |  |                                    | (339 | ) |                                    |   | (365 | )
|Recognition of net loss        |  |                                    | 31   |   |                                    |   | 35   |  
|                               |  |                                    |      |   |                                    |   |      |  
|Net periodic pension income    |  | $                                  | (88  | ) |                                    | $ | (115 | )
|                               |  |                                    |      |   |                                    |   |      |  
|                               |  |                                   
|                               |  | Six months endedOctober 31, 2008   |      |   | Six months endedOctober 31, 2007   |  
|Service Cost                   |  | $                                  | -0-  |   |                                    | $ | -0-  |  
|Interest Cost                  |  |                                    | 448  |   |                                    |   | 430  |  
|Expected return on plan assets |  |                                    | (676 | ) |                                    |   | (730 | )
|Recognition of net loss        |  |                                    | 80   |   |                                    |   | 70   |  
|                               |  |                                    |      |   |                                    |   |      |  
|Net periodic pension income    |  | $                                  | (148 | ) |                                    | $ | (230 | )
|                               |  |                                    |      |   |                                    |   |      |  

Recent market conditions have resulted in an unusually high degree of volatility and increased the risks
associated with certain investments held by the Companys pension plans, which has impacted the value of those investments. There has been a negative return on plan assets through October 31, 2008 which could potentially impact the funded
status of the plans and the amount of required contributions in future years. The ultimate impact on the funded status will be determined when the annual valuation for the plan year ended April 30, 2009 is performed, based upon the total return
of the plan assets for the full year, and will be reflected in the Companys retirement and benefit plan disclosures at year-end.



|F. | Credit Arrangement
|-- | ------------------

In October 2008, the Company increased its bank
revolving credit facility from $12 million to $14 million under the same terms and conditions as the original $12 million arrangement.



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

The Companys 2008 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, 2008. The following
discussion and analysis describes material changes in the Companys financial condition since April 30, 2008. The analysis of results of operations compares the three and six months ended October 31, 2008 with the comparable periods
of the prior fiscal year.

Results of Operations

Sales
for the three months ended October 31, 2008 were $27,732,000, an increase of 12% from sales of $24,727,000 in the same period last year. Sales from Domestic Operations were $23,785,000, an increase of 18% from the prior year period. Sales from
International Operations were $3,947,000, a decrease of 15% from the prior year period. The decline in international operations sales resulted from customer changes in their product delivery dates.

Sales for the six months ended October 31, 2008 were $53,127,000, an increase of 17% from sales of $45,511,000 in the same period last year. Sales from Domestic
Operations were $44,798,000, an increase of 18% from the prior year period. Sales from International Operations were $8,329,000, an increase of 12% from the prior year period. The order backlog at October 31, 2008 was $61.6 million, as compared
to a backlog of $58.7 million at April 30, 2008 and $54.9 million at October 31, 2007.

The gross profit margin for the three months ended
October 31, 2008 was 21.7% of sales, as compared to 22.5% of sales in the comparable quarter of the prior year. The gross profit margin for the six months ended October 31, 2008 was 21.4% of sales, as compared to 21.6% of sales in the
comparable quarter of the prior year. The decreases in gross profit margins for the current year period were primarily due to higher raw material costs, particularly steel.

Operating expenses for the three months ended October 31, 2008 were $3,858,000, or 13.9% of sales, as compared to $3,370,000, or 13.6% of sales, in the comparable period of the prior year. Operating expenses for
the six months ended October 31, 2008 were $7,444,000, or 14.0% of sales, as compared to $6,518,000, or 14.3% 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 $126,000 in administrative salaries and an increase of $85,000 in sales and marketing expenses. The increase in operating expenses for the current year six-month period, was primarily due to an increase of $215,000 in administrative
salaries, an increase of $190,000 for costs associated with the performance incentive plans, and an increase of $161,000 in sales and marketing expenses.

Operating earnings were $2,161,000 and $3,926,000 for the three and six months ended October 31, 2008. This compares to operating earnings of $2,183,000 and $3,298,000 for the comparable periods of the prior year.



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Interest expense was $93,000 and $182,000 for the three and six months ended October 31, 2008, respectively, as
compared to $106,000 and $216,000 for the comparable periods of the prior year. The decrease in interest expense for the current year periods resulted from lower interest rates paid, partially offset by higher levels of borrowings.

The net of other income and other expense was an expense of $1,000 and $39,000 in the three and six months ended October 31, 2008, respectively, as compared to
income of $1,000 and $4,000 for the comparable periods of the prior year.

Income tax expense of $566,000 and $1,107,000 was recorded for the three and six
months ended October 31, 2008, respectively, as compared to income tax expense of $658,000 and $970,000 recorded for the comparable periods of the prior year. The effective tax rates were 27.4% and 29.9% for the three and six months ended
October 31, 2008, respectively, and were 31.7% and 31.4% for the three and six months ended October 31, 2007. The effective tax rates for each of the current year and prior year periods were below the statutory tax rates due to the
combination of lower tax rates in geographic locations of the Companys subsidiaries and the impact of state and federal income tax credits on calculated domestic income tax expense. Additionally, income tax expense for the current quarter was
reduced by approximately $94,000 for a one-time adjustment for tax credits earned from prior fiscal year capital expenditures resulting from the reinstatement in the current quarter of the United States Federal Research and Environmental Law that
had previously expired on December 31, 2007.

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 $37,000 and $153,000 for the three and six months ended October 31, 2008, as compared to a reduction of $208,000 and $230,000 for the comparable periods of the
prior year. The decrease in minority interests in the current period was related to lower earnings of the Companys two subsidiaries.

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. As stated in the discussion of income tax expense above, net earnings for the quarter ended
October 31, 2008 benefited from a one-time adjustment for federal tax credits of approximately $94,000, or $0.04 per diluted share. Net earnings were $1,212,000, or $0.47 per diluted share, and $1,886,000, or $0.74 per diluted share, for the
three and six-months ended October 31, 2007.

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.



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The Company had working capital of $17.4 million at October 31, 2008, compared to $15.9 million at April 30,
2008. The ratio of current assets to current liabilities was 1.9-to-1 at October 31, 2008, unchanged from April 30, 2008. At October 31, 2008, advances of $4,966,000 were outstanding under the Companys bank revolving credit
facility, as compared to advances of $4,551,000 outstanding as of April 30, 2008. In October 2008, the Company increased the bank credit facility from $12 million to $14 million under the same terms and conditions as the $12 million
arrangement.

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. The Companys operations provided cash of $1,637,000 during the six months ended October 31, 2007. Cash was provided
primarily from operations and an increase in accounts payable and other accrued expenses which were partially offset by an increase in accounts receivable and a decrease in deferred revenue.

During the six months ended October 31, 2008, net cash of $607,000 was used by investing activities, primarily for capital expenditures. This compares to the use of
$1,208,000 for investing activities in the comparable period of the prior year, primarily for capital expenditures.

The Companys financing
activities used cash of $107,000 during the six months ended October 31, 2008. Cash used included cash dividends paid of $408,000, payments on obligations of capital leases of $192,000, and purchases of treasury stock of $198,000. Cash was
provided during this period by an increase of $415,000 in short-term borrowings and $276,000 in proceeds received from the exercise of stock options. Financing activities used cash of $1,372,000 in the same period for the prior year, including
$1,153,000 for reduction in short-term borrowings, $351,000 for cash dividends, and $175,000 for payments on obligations under capital leases, partially offset by $307,000 received from the exercise of stock options.

Outlook for Remainder of Fiscal Year 2009

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 remainder of fiscal year 2009 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. The Companys earnings are also impacted by increased costs of raw materials, including stainless steel, wood, and epoxy resin, and whether the Company is able to increase product
prices to customers in amounts that correspond to such increases without materially and adversely affecting sales. Additionally, since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor and
material costs between the quotation of an order and delivery of a product.



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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the
Reform Act). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. These factors
include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Companys operations, markets, products, services, and prices, 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 2008 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, 2008 and October 31, 2007 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 sheet of Kewaunee Scientific Corporation and its subsidiaries (the Company) as of October 31,
2008, and the related consolidated statements of operations for the three month and six month periods ended October 31, 2008 and 2007 and the related consolidated statements of cash flows for the six-month periods ended October 31, 2008
and 2007. 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, 2008, and the related statements of operations, of stockholders equity and of cash flows for the year then ended (not presented herein) and in our report dated July 12, 2008, 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, 2008 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

November 26, 2008



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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, 2008.



|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, 2008. Based on that evaluation, the Companys
management, including the CEO and CFO, concluded that, as of October 31, 2008, 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 27, 2008. 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, 2008.



|Item 5. | Other Information
|------- | -----------------

On October 28, 2008, the Company
amended its revolving credit facility with Bank of America, N.A. (the Bank) increasing the credit facility to $14,000,000 from $12,000,000 under the same terms and conditions as the $12,000,000 credit facility.



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



|       |  |                                                                                                                                                                                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.50  |  | Loan and Security Agreement dated as of December 10, 2007 between Bank of America N.A. and the Company (incorporated by reference to Exhibit 10.50 to the Companys Quarterly Report on
Form 10-Q for the period ended October 31, 2007).
|       | 
|10.50A |  | Amendment dated October 28, 2008 to Loan and Security Agreement dated as of December 10, 2007 between Bank of America N.A. and the Company.                                                                                              
|       | 
|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 12, 2008 |  |  |  | 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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