As filed with the Securities and Exchange Commission on September 26, 1994
                                                           File No. 33-_____ 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549                          

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under
                            THE SECURITIES ACT OF 1933                        

                            THE L. S. STARRETT COMPANY
              (Exact name of registrant as specified in its charter)

Massachusetts                        04-1866480
(State or other jurisdiction       (I.R.S. Employer
of incorporation or organization)    Identification No.)

                              121 Crescent Street
                          Athol, Massachusetts 01331 
          (Address of principal executive offices, including zip code)
                           _________________________


                     1992 Employees' Stock Purchase Plan
                     Employees' Stock Purchase Plan, 1952
                            _________________________
                            (Full titles of the plans)

   Roger U. Wellington, Jr.        Peter MacDougall
   The L. S. Starrett Company      Ropes & Gray
   121 Crescent Street             One International Place
   Athol, Massachusetts 01331      Boston, Massachusetts 02110
   (508) 249-3551                  (617) 951-7000
                             _________________________
    (Name, Address and Telephone Number, including Area Code, of Agents for    
     Service)
                        CALCULATION OF REGISTRATION FEE

Title of          Amount        Proposed      Proposed       Amount of
Securities        to be         maximum       maximum        registration
to be             registered    offering      aggregate      fee
registered                      price per     offering
                                share<F1>     price<F1>

Common Stock,     800,000 shs.  $19.071875    $15,257,500    $5,454.64
par value $1.00    25,000 shs.  $22.4375      $   560,938

[FN]
<F1>  Pursuant to Rule 457, the proposed maximum offering price per share is
based on the average of the high and low prices of the L.S. Starrett Company
Class A Common Stock reported on the New York Stock Exchange, Inc. on September
22, 1994 with respect to 25,000 shares offered pursuant to the Employees' Stock
Purchase Plan, 1952 and on 85% of said price with respect to 800,000 shares
offered pursuant to the 1992 Employees' Stock Purchase Plan.


                 Page 1 of 16 pages.  Exhibit Index on page 7.





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of Registrant information, and
other information required by Item 2 of this Form will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Act").  In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.  The L. S.
Starrett Company (the "Company" or the "Registrant") shall maintain a file of
such documents in accordance with the provisions of Rule 428.  Upon request,
the Registrant shall furnish to the Commission or its staff a copy of any or
all of the documents included in such file.




                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant incorporates the following documents herein by reference:

(a)  The Company's Form 10-K for the fiscal year ended June 25, 1994, as filed
     with the Commission pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Company document
     referred to in (a) above.

(c)  The description of the Company's Class A and Class B Common Stock, $1.00
     par value (the "Common Stock"), contained in the Company's Registration
     Statements and subsequent reports filed under the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Both the Company's Class A and Class B Common Stock are registered under
Section 12 of the Exchange Act.

     Holders of Class A and Class B Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of the Company.  No
cash dividends, however, may be declared on the Class B Common Stock unless
cash dividends of at least an equal amount are declared and paid on the Class A
Common Stock.  In addition, no dividends payable in stock or property (other
than cash) shall be declared or paid on either the Class A or Class B Common
Stock unless an equal per share dividend of stock or property is declared and
paid on the shares of the other class.  The Common Stock does not have
cumulative voting rights.  Every holder of Class A Common Stock is entitled to
one vote on all matters for each share held and every holder of Class B Common
Stock is entitled to ten votes on all matters for each share held.  Except as
otherwise required by law or the Articles of Organization of the Company, the
holders of Class A and Class B Common Stock vote together as a single class,
subject to any voting rights which may be granted to holders of any series of
Preferred Stock.

     At every meeting of the stockholders called for the election of directors,
the holders of Class A Common Stock, voting as a class, are entitled to elect
25% of the number of directors to be elected at such meeting, and if 25% of
such number of directors is not a whole number, then the holders of Class A
Common Stock, voting as a class, are entitled to elect the next higher whole
number of directors to be elected at such meeting but in any event are entitled
to elect at least one director at such meeting, and the holders of Class B
Common Stock have no voting rights with respect to the election of such
directors.  The holders of Class A Common Stock and Class B Common Stock,
voting as a single class, are entitled to elect the remaining directors to be
elected at such meeting.

     The vote of two-thirds of the Class A and Class B Common Stock outstanding
and entitled to vote, voting together as a class, shall be necessary for
approval of any agreement of consolidation or merger entered into by the
Company pursuant to the provisions of Section 78 or Section 79 of Chapter 156B
of the General Laws of The Commonwealth of Massachusetts.

     Holders of the Common Stock are entitled in liquidation to pro rata
distribution of assets available for distribution to the stockholders after
payment of debts and expenses of liquidation.  No holder of Common Stock has
any pre-emptive right to subscribe to any additional shares of any class of
stock.  Each share of Class B Common Stock may at any time be converted into a
share of Class A Common Stock.  Otherwise, there are no conversion rights,
sinking fund or redemption provisions relating to the Common Stock. 
Outstanding shares of Common Stock are fully paid and non-assessable.  The
Class B Common Stock is not transferable except in certain limited
circumstances including a transfer to the holder's spouse or to a lineal
descendant of the holder.

     The Company has a stockholder rights plan to protect stockholders from
attempts to acquire the Company on unfavorable terms not approved by the Board
of Directors.  Under certain circumstances, the plan entitles each Class A or
Class B share to additional shares of the Company or an acquiring company, as
defined, at a 50% discount to market.  Generally, the rights will be
exercisable if a person or group acquires 15% or more of the Company's
outstanding shares.  The rights trade together with the underlying common
stock, can be redeemed by the Company for $.01 per right and expire in the year
2000.

Item 5.   Interests of Named Experts and Counsel.

     Peter MacDougall, a partner in Ropes & Gray, is Clerk to the Company.

Item 6.   Indemnification of Directors and Officers.

     The Company's By-Laws provide that the Company shall, to the extent
legally permissible, indemnify each of its directors or officers against all
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees, reasonably incurred
by him in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be involved or
with which he may be threatened, while in office or thereafter, by reason of
his being or having been such a director or officer, except with respect to any
matter as to which he shall have been determined as provided in the By-Laws not
to have acted in good faith in the reasonable belief that his action was in the
best interests of the Company.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

     The Company has purchased Reimbursement for Directors and Officers
Liability Insurance and Directors and Officers Liability Insurance.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Number              Title of Exhibit

   4.1         1992 Employees' Stock Purchase Plan.

   4.2         Employees' Stock Purchase Plan, 1952.

   5.          Opinion of Ropes & Gray.

   23.1        Consent of Deloitte & Touche LLP.

   23.2        Consent of Ropes & Gray (contained in the opinion filed as
               Exhibit 5 to this registration statement).

   24.         Powers of Attorney (included on signature page).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement; (i) to
     include any prospectus required by Section 10(a)(3) of the Act, (ii) to
     reflect in the prospectus any facts or events arising after the effective
     date of the Registration Statement (or the most recent post-effective
     amendment thereof) which, individually or in the aggregate, represent a
     fundamental change in the information set forth in the Registration
     Statement, and (iii) to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in periodic reports
     filed by the Registrant pursuant to section 13 or section 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

          (2)  that, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof;

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Athol, The Commonwealth of Massachusetts, on
September 21, 1994.

                                         THE L. S. STARRETT COMPANY


                                          By /s/ Douglas R. Starrett
                                          Douglas R. Starrett
                                          President

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes Douglas R. Starrett, Roger U.
Wellington, Jr. and Peter MacDougall, and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
him and in his name in the capacities indicated below any and all amendments
(including post-effective amendments) to this registration statement and to
file the same, with exhibits thereto, and other documents in connection
therewith, and he hereby ratifies and confirms his signature as it may be
signed by said attorneys, or any of them, to any and all such amendments.

      Signature                  Capacity in Which Signed       Date



/s/ Douglas R. Starrett          President and Director   September 21, 1994
Douglas R. Starrett              (principal executive
                                  officer)



/s/ Roger U. Wellington, Jr.     Treasurer and Chief      September 21, 1994
Roger U. Wellington, Jr.         Executive Officer and
                                 Director (principal
                                 executive officer)



/s/ Steven G. Thomson            Chief Accounting         September 21, 1994
Steven G. Thomson                Officer



/s/ J. Richard Bullock           Director                 September 21, 1994
J. Richard Bullock



/s/ William S. Hurley            Director                 September 21, 1994
William S. Hurley



/s/ Andrew B. Sides, Jr.         Director                 September 21, 1994
Andrew B. Sides, Jr.



/s/ Douglas A. Starrett          Executive Vice           September 21, 1994
Douglas A. Starrett              President and
                                 Director



/s/ George B. Webber             Vice President           September 21, 1994
George B. Webber                 Webber Gage
                                 Division and
                                 Director




                                 EXHIBIT INDEX




           Number         Title of Exhibit                  Page

             4.1     1992 Employees' Stock Purchase Plan.     8

             4.2     Employees' Stock Purchase Plan, 1952.   13

             5.      Opinion of Ropes & Gray                 15

             23.1    Consent of Deloitte & Touche LLP        16

             23.2    Consent of Ropes & Gray (contained in the
                     opinion filed as Exhibit 5 to this registration
                     statement).

             24.     Powers of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17706}]
{"company-data": {"conformed-name": "STARRETT L S CO", "cik": "0000093676", "assigned-sic": "3420", "irs-number": "042756926", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55623", "film-number": "94550326"}, "business-address": {"street1": "121 CRESCENT ST", "city": "ATHOL", "state": "MA", "zip": "01331", "phone": "5082493551"}}
As filed with the Securities and Exchange Commission on September 26, 1994
                                                           File No. 33-_____ 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549                          

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under
                            THE SECURITIES ACT OF 1933                        

                            THE L. S. STARRETT COMPANY
              (Exact name of registrant as specified in its charter)

Massachusetts                        04-1866480
(State or other jurisdiction       (I.R.S. Employer
of incorporation or organization)    Identification No.)

                              121 Crescent Street
                          Athol, Massachusetts 01331 
          (Address of principal executive offices, including zip code)
                           _________________________

                     1992 Employees' Stock Purchase Plan
                     Employees' Stock Purchase Plan, 1952
                            _________________________
                            (Full titles of the plans)

   Roger U. Wellington, Jr.        Peter MacDougall
   The L. S. Starrett Company      Ropes & Gray
   121 Crescent Street             One International Place
   Athol, Massachusetts 01331      Boston, Massachusetts 02110
   (508) 249-3551                  (617) 951-7000
                             _________________________
    (Name, Address and Telephone Number, including Area Code, of Agents for    
     Service)
                        CALCULATION OF REGISTRATION FEE

Title of          Amount        Proposed      Proposed       Amount of
Securities        to be         maximum       maximum        registration
to be             registered    offering      aggregate      fee
registered                      price per     offering
                                share
price
Common Stock,     800,000 shs.  $19.071875    $15,257,500    $5,454.64
par value $1.00    25,000 shs.  $22.4375      $   560,938

[FN]
Pursuant to Rule 457, the proposed maximum offering price per share is
based on the average of the high and low prices of the L.S. Starrett Company
Class A Common Stock reported on the New York Stock Exchange, Inc. on September
22, 1994 with respect to 25,000 shares offered pursuant to the Employees' Stock
Purchase Plan, 1952 and on 85% of said price with respect to 800,000 shares
offered pursuant to the 1992 Employees' Stock Purchase Plan.

                 Page 1 of 16 pages.  Exhibit Index on page 7.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of Registrant information, and
other information required by Item 2 of this Form will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Act").  In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.  The L. S.
Starrett Company (the "Company" or the "Registrant") shall maintain a file of
such documents in accordance with the provisions of Rule 428.  Upon request,
the Registrant shall furnish to the Commission or its staff a copy of any or
all of the documents included in such file.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant incorporates the following documents herein by reference:

(a)  The Company's Form 10-K for the fiscal year ended June 25, 1994, as filed
     with the Commission pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Company document
     referred to in (a) above.

(c)  The description of the Company's Class A and Class B Common Stock, $1.00
     par value (the "Common Stock"), contained in the Company's Registration
     Statements and subsequent reports filed under the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Both the Company's Class A and Class B Common Stock are registered under
Section 12 of the Exchange Act.

     Holders of Class A and Class B Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of the Company.  No
cash dividends, however, may be declared on the Class B Common Stock unless
cash dividends of at least an equal amount are declared and paid on the Class A
Common Stock.  In addition, no dividends payable in stock or property (other
than cash) shall be declared or paid on either the Class A or Class B Common
Stock unless an equal per share dividend of stock or property is declared and
paid on the shares of the other class.  The Common Stock does not have
cumulative voting rights.  Every holder of Class A Common Stock is entitled to
one vote on all matters for each share held and every holder of Class B Common
Stock is entitled to ten votes on all matters for each share held.  Except as
otherwise required by law or the Articles of Organization of the Company, the
holders of Class A and Class B Common Stock vote together as a single class,
subject to any voting rights which may be granted to holders of any series of
Preferred Stock.

     At every meeting of the stockholders called for the election of directors,
the holders of Class A Common Stock, voting as a class, are entitled to elect
25% of the number of directors to be elected at such meeting, and if 25% of
such number of directors is not a whole number, then the holders of Class A
Common Stock, voting as a class, are entitled to elect the next higher whole
number of directors to be elected at such meeting but in any event are entitled
to elect at least one director at such meeting, and the holders of Class B
Common Stock have no voting rights with respect to the election of such
directors.  The holders of Class A Common Stock and Class B Common Stock,
voting as a single class, are entitled to elect the remaining directors to be
elected at such meeting.

     The vote of two-thirds of the Class A and Class B Common Stock outstanding
and entitled to vote, voting together as a class, shall be necessary for
approval of any agreement of consolidation or merger entered into by the
Company pursuant to the provisions of Section 78 or Section 79 of Chapter 156B
of the General Laws of The Commonwealth of Massachusetts.

     Holders of the Common Stock are entitled in liquidation to pro rata
distribution of assets available for distribution to the stockholders after
payment of debts and expenses of liquidation.  No holder of Common Stock has
any pre-emptive right to subscribe to any additional shares of any class of
stock.  Each share of Class B Common Stock may at any time be converted into a
share of Class A Common Stock.  Otherwise, there are no conversion rights,
sinking fund or redemption provisions relating to the Common Stock. 
Outstanding shares of Common Stock are fully paid and non-assessable.  The
Class B Common Stock is not transferable except in certain limited
circumstances including a transfer to the holder's spouse or to a lineal
descendant of the holder.

     The Company has a stockholder rights plan to protect stockholders from
attempts to acquire the Company on unfavorable terms not approved by the Board
of Directors.  Under certain circumstances, the plan entitles each Class A or
Class B share to additional shares of the Company or an acquiring company, as
defined, at a 50% discount to market.  Generally, the rights will be
exercisable if a person or group acquires 15% or more of the Company's
outstanding shares.  The rights trade together with the underlying common
stock, can be redeemed by the Company for $.01 per right and expire in the year
2000.

Item 5.   Interests of Named Experts and Counsel.

     Peter MacDougall, a partner in Ropes & Gray, is Clerk to the Company.

Item 6.   Indemnification of Directors and Officers.

     The Company's By-Laws provide that the Company shall, to the extent
legally permissible, indemnify each of its directors or officers against all
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees, reasonably incurred
by him in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be involved or
with which he may be threatened, while in office or thereafter, by reason of
his being or having been such a director or officer, except with respect to any
matter as to which he shall have been determined as provided in the By-Laws not
to have acted in good faith in the reasonable belief that his action was in the
best interests of the Company.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

     The Company has purchased Reimbursement for Directors and Officers
Liability Insurance and Directors and Officers Liability Insurance.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Number              Title of Exhibit

   4.1         1992 Employees' Stock Purchase Plan.

   4.2         Employees' Stock Purchase Plan, 1952.

   5.          Opinion of Ropes & Gray.

   23.1        Consent of Deloitte & Touche LLP.

   23.2        Consent of Ropes & Gray (contained in the opinion filed as
               Exhibit 5 to this registration statement).

   24.         Powers of Attorney (included on signature page).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement; (i) to
     include any prospectus required by Section 10(a)(3) of the Act, (ii) to
     reflect in the prospectus any facts or events arising after the effective
     date of the Registration Statement (or the most recent post-effective
     amendment thereof) which, individually or in the aggregate, represent a
     fundamental change in the information set forth in the Registration
     Statement, and (iii) to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in periodic reports
     filed by the Registrant pursuant to section 13 or section 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

          (2)  that, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof;

          (3)  to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Athol, The Commonwealth of Massachusetts, on
September 21, 1994.

                                         THE L. S. STARRETT COMPANY

                                          By /s/ Douglas R. Starrett
                                          Douglas R. Starrett
                                          President

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes Douglas R. Starrett, Roger U.
Wellington, Jr. and Peter MacDougall, and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
him and in his name in the capacities indicated below any and all amendments
(including post-effective amendments) to this registration statement and to
file the same, with exhibits thereto, and other documents in connection
therewith, and he hereby ratifies and confirms his signature as it may be
signed by said attorneys, or any of them, to any and all such amendments.

      Signature                  Capacity in Which Signed       Date

/s/ Douglas R. Starrett          President and Director   September 21, 1994
Douglas R. Starrett              (principal executive
                                  officer)

/s/ Roger U. Wellington, Jr.     Treasurer and Chief      September 21, 1994
Roger U. Wellington, Jr.         Executive Officer and
                                 Director (principal
                                 executive officer)

/s/ Steven G. Thomson            Chief Accounting         September 21, 1994
Steven G. Thomson                Officer

/s/ J. Richard Bullock           Director                 September 21, 1994
J. Richard Bullock

/s/ William S. Hurley            Director                 September 21, 1994
William S. Hurley

/s/ Andrew B. Sides, Jr.         Director                 September 21, 1994
Andrew B. Sides, Jr.

/s/ Douglas A. Starrett          Executive Vice           September 21, 1994
Douglas A. Starrett              President and
                                 Director

/s/ George B. Webber             Vice President           September 21, 1994
George B. Webber                 Webber Gage
                                 Division and
                                 Director

                                 EXHIBIT INDEX

           Number         Title of Exhibit                  Page

             4.1     1992 Employees' Stock Purchase Plan.     8

             4.2     Employees' Stock Purchase Plan, 1952.   13

             5.      Opinion of Ropes & Gray                 15

             23.1    Consent of Deloitte & Touche LLP        16

             23.2    Consent of Ropes & Gray (contained in the
                     opinion filed as Exhibit 5 to this registration
                     statement).

             24.     Powers of Attorney (included on Signature Page).