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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        February 23, 2004

                         Kewaunee Scientific Corporation
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             (Exact name of registrant as specified in its charter)

          Delaware                        0-5286                 38-0715562
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(State or other jurisdiction         (Commission File           (IRS Employer
     of incorporation)                    Number)            Identification No.)

2700 West Front Street
Statesville, North Carolina                                        28677
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code      704-873-7202

                                       N/A
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          (Former name or former address if changed since last report)

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Item 7. Financial Statements and Exhibits

(c)   Exhibits.

Exhibit No.       Subject Matter
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99.1              Press Release dated February 23, 2004, of Kewaunee  Scientific
                  Corporation, announcing its third quarter earnings.

Item 12.          Results of Operations and Financial Condition.

                  On February  23, 2004  Kewaunee  Scientific  Corporation  (the
                  "Company") issued a Press Release announcing its third quarter
                  earnings.   The  Press  Release  is  incorporated   herein  by
                  reference,  and is  included as Exhibit  99.1 to this  Current
                  Report on Form 8-K.

                  Exhibit  99.1 to this report  contains  information  regarding
                  certain  non-recurring  items  incurred  by the  Company.  For
                  comparative  purposes,  following  the  disclosure  of certain
                  financial measures in Exhibit 99.1 that include the applicable
                  non-recurring  items,  the Company has  reported the impact on
                  net earnings  resulting from the  non-recurring  items,  which
                  additional  information  constituting  a  "non-GAAP  financial
                  measure"  as  defined  in  Item  10 of  Regulation  S-K of the
                  Securities  Exchange Act of 1934, as amended.  The Company has
                  included this additional  information because it believes that
                  the disclosure of such information  facilitates the comparison
                  of the  Company's  current  results  of  operations  to  prior
                  periods.


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                                   SIGNATURES

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

                                                     (Registrant)
                                             Kewaunee Scientific Corporation

Date: February 23, 2004                 By: /s/ D. Michael Parker
                                            --------------------------------
                                            Senior Vice President, Finance
                                            Chief Financial Officer


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