UNITED STATES

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.   20549


FORM 10-Q/A

(Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                       SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 25, 2006


                                     OR


[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                       SECURITIES EXCHANGE ACT OF 1934


Commission file number  1-367­­­­­­­­­­­­­­­­


                         THE L. S. STARRETT COMPANY

           (Exact name of registrant as specified in its charter)


         MASSACHUSETTS                                        04-1866480

 (State or other jurisdiction of                           (I.R.S. Employer

 incorporation or organization)                          Identification No.)

 

     121 CRESCENT STREET, ATHOL, MASSACHUSETTS               01331-1915

     (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code       978-249-3551


      Former name, address and fiscal year, if changed since last report.


Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days.


                             YES   X   NO


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


Large Accelerated Filer     Accelerated Filer  X  Non-Accelerated Filer   .   

                         

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


     YES    _ NO  X


Common Shares outstanding as of       April 28, 2006:


     Class A Common Shares      5,624,525


     Class B Common Shares      1,043,784


                               Page 1 of 2




Explanatory Note


This Amendment No. 1 to our Quarterly Report on Form 10-Q/A attaches our certifications which we are filing as Exhibits 31.a, 31.b and 32 by Douglas A. Starrett and Randall J. Hylek pursuant to Rule 13a-14 for the quarterly period ended March 25, 2006.  The Form 10-Q was originally filed on May 3, 2006 (the “Original Filing”). These Exhibits were inadvertently omitted from the Original Filing.


This Amendment No. 1 does not affect any other information contained in the Original Filing.


Item 6. Exhibits    


The following exhibits are filed herewith:


31.a Certification of Principal Executive Officer pursuant to

           Rule 13a-14(a) of the Exchange Act.


31.b Certification of Principal Financial Officer pursuant to

           Rule 13a-14(a) of the Exchange Act.


32

Certification of Chief Executive Officer and Chief Financial

Officer pursuant to Rule 13a-14(b) and Section 906 of the

Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of

Section 1350, Chapter 63 of Title 18, United States Code),

filed herewith.
































Page 2 of 2




SIGNATURE



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


THE L.S. STARRETT COMPANY (REGISTRANT)



 Date  June 13, 2006

BY _____________________________________

                                 Randall J. Hylek

                                 Chief Financial Officer and Treasurer


















































EXHIBIT INDEX



31.a Certifciate of Principal Executive Officer pursuant to

     Rule 13a-14(a) of the Exchange Act.


31.b Certification of Principal Financial Officer pursuant to

     Rule 13a-14(a) of the Exchange Act.


32

Certification of Chief Executive Officer and Chief Financial

Officer Pursuant to Rule 13a-14(b) and Section 906 of the

Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of

Section 1350, Chapter 63 of Title 18, United States Code),

filed herewith.