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<SEC-DOCUMENT>0000950131-01-001520.txt : 20010314
<SEC-HEADER>0000950131-01-001520.hdr.sgml : 20010314
ACCESSION NUMBER:		0000950131-01-001520
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010131
FILED AS OF DATE:		20010313

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEWAUNEE SCIENTIFIC CORP /DE/
		CENTRAL INDEX KEY:			0000055529
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY APPARATUS & FURNITURE [3821]
		IRS NUMBER:				380715562
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		1567407

	BUSINESS ADDRESS:	
		STREET 1:		2700 W FRONT ST
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28677
		BUSINESS PHONE:		7048737202

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1842
		STREET 2:		P O BOX 1842
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28687-1842

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE SCIENTIFIC EQUIPMENT CORP /DE/
		DATE OF NAME CHANGE:	19861216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE MANUFACTURING CO
		DATE OF NAME CHANGE:	19680108
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED 1/31/2001
<TEXT>

<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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 January 31, 2001

 -----
|_____|    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                        (I.R.S.Employer
 incorporation or organization)                     Identification No.)

2700 West Front Street

Statesville, North Carolina                                  28677
- -------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

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

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 _______
                                       ----

As of March 9, 2001, the Registrant had outstanding 2,465,871 shares of Common
Stock.

Pages: This report, excluding exhibits, contains 15 pages numbered sequentially
from this cover page.
<PAGE>

                         KEWAUNEE SCIENTIFIC CORPORATION

                               INDEX TO FORM 10-Q

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2001


<TABLE>
<CAPTION>
                                                                           Page Number
                                                                           -----------
<S>                                                                        <C>

PART I.  FINANCIAL INFORMATION
- ------------------------------

Item 1.        Financial Statements

               Condensed Statements of Operations -
                Three months and nine months
                ended January 31, 2001 and 2000                                  3

               Condensed Balance Sheets - January 31, 2001
                and April 30, 2000                                               4

               Condensed Statements of Cash Flows -
                Nine months ended January 31, 2001 and 2000                      5

               Notes to Condensed Financial Statements                           6


Item 2.        Management's Discussion and Analysis of Financial

                Condition and Results of Operations                              8

Review by Independent Accountants                                               12

Report by Independent Accountants                                               13


PART II.  OTHER INFORMATION
- ---------------------------

Item 6.        Exhibits and Reports on Form 8-K                                 14


SIGNATURE                                                                       15
- ---------
</TABLE>

                                       2
<PAGE>

                          Part 1. Financial Information

Item 1. Financial Statements

                         Kewaunee Scientific Corporation
                       Condensed Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                       Three months ended      Nine months ended
                                          January 31              January 31
                                      --------------------    --------------------
                                        2001        2000        2001        2000
                                      --------    --------    --------    --------
                                         ($ in thousands, except per share data)

<S>                                   <C>         <C>         <C>         <C>
Net sales                             $ 17,632    $ 16,945    $ 58,418    $ 56,561
Cost of products sold                   14,627      12,768      47,419      43,408
                                      --------    --------    --------    --------

Gross profit                             3,005       4,177      10,999      13,153
Operating expenses                       2,923       3,070       9,222       9,522
                                      --------    --------    --------    --------

Operating earnings                          82       1,107       1,777       3,631
Interest expense                           (64)        (32)       (196)       (123)
Other income (expense), net               (327)         24        (334)        266
                                      --------    --------    --------    --------

Earnings (loss) before income taxes       (309)      1,099       1,247       3,774
Income tax expense (benefit)              (111)        220         449       1,250
                                      --------    --------    --------    --------

Net earnings (loss)                   ($   198)   $    879    $    798    $  2,524
                                      ========    ========    ========    ========

Net earnings (loss)  per share-
  Basic                               ($  0.08)   $   0.36    $   0.32    $   1.03
  Diluted                             ($  0.08)   $   0.35    $   0.32    $   1.02

Average number of common shares
  outstanding (in thousands)-
  Basic                                  2,466       2,464       2,466       2,453
  Diluted                                2,466       2,482       2,492       2,475
</TABLE>




         See accompanying notes to condensed financial statements.




                                        3
<PAGE>

                         Kewaunee Scientific Corporation
                            Condensed Balance Sheets
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                           January 31        April 30
                                                                              2001             2000
                                                                          -------------    -------------
Assets                                                                     (Unaudited)
- ------
<S>                                                                       <C>              <C>
Current assets:
  Cash and cash equivalents                                                     $     8          $     9
  Receivables, less allowances                                                   15,776           17,993
  Inventories                                                                     4,136            3,499
  Deferred income taxes                                                           1,151            1,151
  Prepaid expenses and other current assets                                         425              380
                                                                          -------------    -------------
Total current assets                                                             21,496           23,032
                                                                          -------------    -------------

Property, plant and equipment, at cost                                           34,695           33,242
Accumulated depreciation                                                        (21,342)         (19,736)
                                                                          -------------    -------------
Net property, plant and equipment                                                13,353           13,506
                                                                          -------------    -------------
Other assets                                                                      2,828            2,778
                                                                          -------------    -------------

Total Assets                                                                    $37,677          $39,316
                                                                          =============    =============


Liabilities  and  Stockholders'  Equity
Current liabilities:
  Short-term borrowings                                                          $2,142           $2,555
  Accounts payable                                                                4,567            5,412
  Employee compensation and amounts withheld                                      1,449            1,352
  Other current liabilities                                                       1,486            2,241
                                                                          -------------    -------------
Total current liabilities                                                         9,644           11,560
                                                                          -------------    -------------


Deferred income taxes                                                               944              944
Accrued employee benefit plan costs                                               1,673            1,677
                                                                          -------------    -------------
Total Liabilities                                                                12,261           14,181
                                                                          -------------    -------------

Stockholders' equity:
  Common stock                                                                    6,550            6,550
  Additional paid-in-capital                                                        154              154
  Retained earnings                                                              19,632           19,351
  Common stock in treasury, at cost                                                (920)            (920)
                                                                          -------------    -------------
Total stockholders' equity                                                       25,416           25,135
                                                                          -------------    -------------

Total Liabilities and Stockholders' Equity                                      $37,677          $39,316
                                                                          =============    =============
</TABLE>



See accompanying notes to condensed financial statements.


                                                   4
<PAGE>

                         Kewaunee Scientific Corporation
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                ($ in thousands )


<TABLE>
<CAPTION>
                                                                Nine months ended
                                                                    January 31
                                                          ------------------------------
                                                               2001             2000
                                                          -------------    -------------
<S>                                                       <C>              <C>
Cash flows from operating activities:
Net earnings                                                    $   798          $ 2,524
Adjustments to reconcile net earnings to net cash
provided by operating activities:
  Depreciation                                                    1,619            1,496
  Provision for bad debts                                            70               72
  Decrease in receivables                                         2,147            2,428
  Increase in inventories                                          (637)            (558)
  Decrease in accounts payable and
    other current liabilities                                    (1,503)          (2,316)
  Other, net                                                        (95)            (143)
                                                          -------------    -------------

Net cash provided by operating activities                         2,399            3,503
                                                          -------------    -------------

Cash flows from investing activities:
  Capital expenditures                                           (1,469)          (2,670)
                                                          -------------    -------------

Net cash used in investing activities                            (1,469)          (2,670)
                                                          -------------    -------------

Cash flows from financing activities:
  Net decrease in short-term borrowings                            (413)            (481)
  Dividends paid                                                   (518)            (466)
  Proceeds from exercise of stock options                             -              114
                                                          -------------    -------------


Net cash used in financing activities                              (931)            (833)
                                                          -------------    -------------

Decrease in cash and cash equivalents                                (1)               -

Cash and cash equivalents, beginning of period                        9                8
                                                          -------------    -------------

Cash and cash equivalents, end of period                        $     8          $     8
                                                          =============    =============
</TABLE>






See accompanying notes to condensed financial statements.

                                        5
<PAGE>

                         Kewaunee Scientific Corporation
                     Notes to Condensed Financial Statements
                                   (unaudited)

A.  Financial Information
- -------------------------

The unaudited interim condensed 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 generally
accepted accounting principles have been condensed or omitted. These interim
condensed financial statements should be read in conjunction with the financial
statements and notes included in the Company's 2000 Annual Report to
Stockholders.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect reported amounts and disclosures. Actual results could
differ from those estimates.

In the opinion of management, the interim condensed financial statements reflect
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for the full year.

B.  New Accounting Pronouncements
- ---------------------------------

On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The statement as amended by SFAS No. 137
and SFAS No. 138 is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company expects that the adoption of SFAS No.
133 will not have a material effect on its financial condition or results of
operations.

C.  Inventories
- ---------------

Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                  Jan. 31, 2001             April 30,2000
                                  -------------             -------------
<S>                                    <C>                       <C>
Finished products                      $  851                    $  673
Work in process                         1,119                       932
Raw materials                           2,166                     1,894
                                        -----                     -----
                                       $4,136                    $3,499
                                       ======                    ======
</TABLE>

                                       6
<PAGE>

D.  Balance Sheet
- -----------------

The Company's April 30, 2000 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles.

E.  Segment Information
- -----------------------

The following table shows net sales and earnings (loss) before income taxes by
business segment for three months and nine months ended January 31, 2001 and
2000 (in thousands):

<TABLE>
<CAPTION>
                                 Laboratory   Technical
                                 Products     Products    Corporate      Total
                                 -----------  ---------   ---------      -----
<S>                              <C>          <C>         <C>          <C>
Three months ended
January 31, 2001
- ----------------

Revenues from
 external customers              $ 14,365     $  3,267    $     --     $ 17,632
Intersegment revenues                  --           52         (52)          --
Earnings (loss)
 before income taxes                  (53)         222        (478)        (309)

Three months ended
January 31, 2000
- ----------------

Revenues from
 external customers              $ 14,926     $  2,019    $     --     $ 16,945
Intersegment revenues                  --           85         (85)          --
Earnings (loss)
 before income taxes                1,204          194        (299)       1,099

Nine months ended
January 31, 2001
- ----------------

Revenues from
 external customers              $ 46,156     $ 12,262    $     --     $ 58,418
Intersegment revenues                  --          236        (236)          --
Earnings (loss)
 before income taxes                  806        1,251        (810)       1,247

Nine months ended
January 31, 2000
- ----------------

Revenues from
 external customers              $ 47,349     $  9,212    $     --     $ 56,561
Intersegment revenues                  --          262        (262)          --
Earnings (loss)
 before income taxes                3,286          810        (322)       3,774
</TABLE>

                                       7
<PAGE>

                  Item 2. Management's Discussion and Analysis
                of Financial Condition and Results of Operations

The Company's 2000 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, 2000. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
2000. The analysis of results of operations compares the three months and nine
months ended January 31, 2001 with the comparable periods of the prior fiscal
year.

Results of Operations
- ---------------------

The Company recorded sales of $17.6 million for the three months ended January
31, 2001, up 4.1% from sales of $16.9 million for the comparable period of the
prior year. Sales for the nine months ended January 31, 2001 were $58.4 million,
up 3.3% from sales of $56.6 million in the comparable period of the prior year.

The increase in sales for the current quarter and nine months ended January 31,
2001 resulted principally from continued strong demand for the Company's
technical products, partially offset by lower sales of laboratory products.

The gross profit margin for the quarter ended January 31, 2001 was 17.0% of
sales, as compared to 24.7% of sales in the comparable quarter of the prior
year. The gross profit margin for the nine months ended January 31, 2001 was
18.8%, as compared to 23.3% in the comparable period of the prior year. The
lower gross profit margins experienced during the current year resulted
primarily from lower selling prices of laboratory products, an unfavorable mix
between higher margin industrial research projects and lower margin educational
projects, and a significant increase in healthcare costs. Prices in the
educational laboratory market were pressured further during the year as
companies pursued this business due to the continuing weakness in the industrial
research market.

Operating expenses for the quarter ended January 31, 2001 were $2.9 million, or
16.6% of sales, as compared to $3.1 million, or 18.1% of sales, in the
comparable quarter of the prior year. Operating expenses for the nine months
ended January 31, 2001 were $9.2 million, or 15.8% of sales, as compared to $9.5
million, or 16.8% of sales, in the comparable period of the prior year. The
decrease in operating expenses for the quarter and nine months reflect the
impact of a series of actions to reduce selling and administrative costs during
the year.

                                       8
<PAGE>

Operating earnings of $82,000 and $1.8 million were recorded for the three
months and nine months ended January 31, 2001, respectively. This compares to
operating earnings of $1.1 million and $3.6 million for the comparable periods
of the prior year.

Interest expense was $64,000 and $196,000 for the three months and nine months
ended January 31, 2001, respectively, compared to $32,000 and $123,000 for the
similar periods of the prior year. The increase in interest expense in the
current year resulted primarily from higher levels of debt under the Company's
revolving credit facility.

Combined other income and expense resulted in an expense of $327,000 and
$334,000 for the three months and nine months ended January 31, 2001,
respectively, compared to income of $24,000 and $266,000 for the comparable
periods of the prior year. Other expense for the three and nine month periods of
the current year include a charge of $391,000 associated with a dispute between
the Company and a general contractor on a construction project completed in
1990. The charge was based on an arbitrator's decision during the current
quarter regarding the dispute.

An income tax benefit of $111,000 and an expense of $449,000 were recorded for
the three months and nine months ended January 31, 2001, respectively, as
compared to income tax expense of $220,000 and $1,250,000 recorded for the
comparable periods of the prior year. The effective tax rate was approximately
36% for the three and nine months ended January 31, 2001. The effective tax rate
was 20% for the three months ended January 31, 2000 and 33.1% for the nine
months ended January 31, 2000. The lower effective tax rates for the periods of
the prior year were the result of tax credits available due to the high levels
of research and development expenditures and purchases of new manufacturing
machinery during the year.

A net loss of $198,000, or $.08 per diluted share, was recorded for the three
months ended January 31, 2001. Excluding the charge associated with the
construction project dispute, net earnings for the current quarter were $52,000,
or $.02 per diluted share. Net earnings for the third quarter of the prior year
were $879,000, or $.35 per diluted share. Net earnings of $798,000, or $.32 per
diluted share, were recorded for the nine months ended January 31, 2001.
Excluding the charge associated with the construction project dispute, net
earnings for the nine months were $1,048,000, or $.42 per diluted share. Net
earnings for the comparable period of the prior year were $2,524,000, or $1.02
per diluted share.

                                       9
<PAGE>

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. The
Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures.

The Company had working capital of $11.9 million at January 31, 2001, as
compared to $11.5 million at April 30, 2000. The ratio of current assets to
current liabilities was 2.23-to-1 at January 31, 2001, as compared to 1.99-to-1
at April 30, 2000. At January 31, 2001, advances of $642,000 were outstanding
under the Company's revolving credit facility, and advances of $1,500,000 were
outstanding under the Company's equipment loan component of the credit facility.
During the quarter, the Company's unsecured revolving credit arrangement with
its bank was extended for two years, and the maximum amount of advances
available under the arrangement was increased to $6 million from $3 million.

The Company's operations provided cash of $2.4 million during the nine months
ended January 31, 2001, primarily from earnings and a reduction in accounts
receivable, partially offset by a decrease in accounts payable and other current
liabilities. The Company's operations provided cash of $3.5 million during the
nine months ended January 31, 2000, primarily from earnings and a reduction in
accounts receivable, partially offset by a decrease in accounts payable and
other current liabilities.

During the nine months ended January 31, 2001, the Company used cash of $1.5
million for capital expenditures, primarily production equipment, compared to
the use of $2.7 million for capital expenditures in the comparable period of the
prior year.

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. The cautionary statements made pursuant to the Reform Act
herein and elsewhere by the Company should not be

                                       10
<PAGE>

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.

                                       11
<PAGE>

                        REVIEW BY INDEPENDENT ACCOUNTANTS

A review of the interim financial information included in this Quarterly Report
on Form 10-Q for the three months and nine months ended January 31, 2001 has
been performed by PricewaterhouseCoopers LLP, the Company's independent
accountants. Their report on the interim financial information follows.

                                       12
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
Kewaunee Scientific Corporation
Statesville, North Carolina

We have reviewed the accompanying condensed balance sheet of Kewaunee Scientific
Corporation as of January 31, 2001, and the related condensed statements of
operations and of cash flows for the three and nine month periods then ended.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, 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 accompanying interim condensed financial information for it to be
in conformity with accounting principles generally accepted in the United States
of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the balance sheet as of April 30, 2000 and the
related statements of operations, of stockholders' equity, and of cash flows for
the year then ended (not presented herein), and in our report dated May 31, 2000
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed balance sheet
as of April 30, 2000, is fairly stated in all material respects in relation to
the balance sheet from which it has been derived.

PricewaterhouseCoopers LLP
Charlotte, North Carolina

February 16, 2001

                                       13
<PAGE>

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

               10.1     First Amendment to Loan Documents and Amended and
                        Restated Revolving Credit Note dated as of November 30,
                        2000 between the Registrant and First Union National
                        Bank.

               10.2     Second Amendment to Loan Documents dated as of November
                        30, 2000 between the Registrant and First Union National
                        Bank.

         (b)   Reports on Form 8-K

               No reports on Form 8-K were filed with the Commission during the
               three months ended January 31, 2001.

                                       14
<PAGE>

                                    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:  March 12, 2001                          By   /s/ D. Michael Parker
                                                  ------------------------------
                                                  D. Michael Parker
                                                  Senior Vice President Finance
                                                  Chief Financial Officer




                                       15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FIRST AMENDMENT TO LOAN DOCUMENTS
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                        FIRST AMENDMENT TO LOAN DOCUMENTS

         THIS FIRST AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered
into as of November 30, 2000, between KEWAUNEE SCIENTIFIC CORPORATION, a
Delaware corporation (the "Borrower"), and FIRST UNION NATIONAL BANK, a national
banking association (the "Bank").

                                    RECITALS:
                                    --------

         A. Pursuant to that certain Loan and Security Agreement dated as of
January 6, 1999, between the Bank and the Borrower (the "Original Loan
Agreement"), the Bank extended certain financial accommodations to the Borrower.

         B. The Borrower has requested, and the Bank has agreed, to increase the
existing revolving credit loan facility from $3,000,000 to $6,000,000 and to
extend the term thereof, subject to the terms and conditions set forth herein.

         C. The Original Loan Agreement, as amended hereby, is herein referred
to as the "Amended Loan Agreement," and the Loan Documents, as amended hereby,
are herein referred to as the "Amended Loan Documents." Except as otherwise
defined herein, all capitalized terms shall have such meaning as set forth in
the Amended Loan Agreement.

                                   AGREEMENT:
                                   ----------

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, the parties hereto agree as
follows:

SECTION 1. Amendments to Loan Agreement. The Original Loan Agreement is hereby
- ---------  ----------------------------
amended as follows:

      1.1. The Loans.  Section 1 of the Original Loan Agreement is hereby
           ---------
amended as follows:

           1.1.1  Revolving Credit Loan. Section 1.01(a) of the Original Loan
                  ---------------------
Agreement is hereby deleted in its entirety, and the following is inserted in
lieu thereof:

            "Availability and Repayment. Subject to the terms and conditions of
             --------------------------
         this Agreement, the Bank will make available for the Borrower's use
         during the period commencing on the date of this Agreement and ending
         on December 31, 2002 (the "Revolving Loan Maturity Date") a revolving
         credit facility of up to $6,000,000.00 (the "Revolving Credit Loan") to
         provide for the general working capital needs of the Borrower. So long
         as no Default or Event of Default has occurred which has not been cured
         or which the Bank, in its sole and absolute discretion, has not waived,
         the Borrower may borrow and reborrow amounts that have been repaid from
         the Revolving Credit Loan, from time to time. The Revolving Credit Loan
         will be evidenced by the Revolving Credit Note, and will bear interest
         at the rates set forth in Section 1.03, and will be payable in full on
                                   ------------
<PAGE>

         the Revolving Loan Maturity Date, unless sooner due and payable
         pursuant to the terms hereof; with interest payable monthly in arrears
         commencing January 31, 1999, and on the last Business Day of each
         calendar month thereafter during the existence of the Revolving Credit
         Loan. Notwithstanding the foregoing, the Bank may, in its sole and
         absolute discretion, make or permit to remain outstanding advances
         under the Revolving Credit Loan in excess of the original principal
         amount of the Revolving Credit Note, and all such amounts shall (i) be
         part of the Obligations evidenced by the Revolving Credit Note, (ii)
         bear interest as provided herein, (iii) be entitled to all rights and
         security as provided under the Loan Documents."

SECTION 2. Conditions Precedent to Closing. The obligation of the Bank to close
- ---------  -------------------------------
the transactions contemplated by this Amendment (the "Closing") is subject to
satisfaction of the following conditions:

         2.1. Loan Documents. The Bank's receipt of (i) two (2) originals of
              --------------
this Amendment and (ii) one (1) original Amended and Restated Revolving Credit
Note, fully executed by the Borrower and each other party thereto (other than
Bank).

         2.2. Officers Certificates. The Bank's receipt of an officers'
              ---------------------
certificate of two (2) authorized officers of the Borrower certifying, among
other things, that attached are true and correct copies of: (i) certificates of
the existence and good standing of the Borrower (or other similar
certifications), issued by the Secretaries of State of the jurisdiction of the
Borrower's organization and each jurisdiction where the Borrower is required to
qualify to do business as a foreign corporation, (ii) resolutions adopted by the
Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Amendment and all other documents to be executed by the
Borrower in connection herewith and in connection with the Term Loan, (iii) the
governing instruments of the Borrower and (iv) the names and incumbency of those
persons authorized on behalf of the Borrower to sign each of the documents or
certificates to be executed and delivered by the Borrower in connection
herewith.

         2.3. Payment of Fees, Costs and Expenses. Payment of all fees, costs
              -----------------------------------
and expenses due the Bank and evidence of payment to other parties of all fees,
costs and expenses which the Borrower is required to pay in connection with the
Closing, including, without limitation, the Bank's counsel fees incurred in
connection with the negotiation, documentation and closing of this Amendment and
related documents and agreements.

         2.4. No Default. No Default or Event of Default shall exist under the
              ----------
Amended Loan Documents.


         2.5. Representations and Warranties. The representations and warranties
              ------------------------------
contained herein and in the Amended Loan Documents shall be true and correct in
all material respects as of the date of Closing, except (i) those referring to
the financial statements for purposes of this Section shall be deemed to refer
to the most recent financial statements timely furnished to the Bank in
compliance with the Amended Loan Agreement, and (ii) those representations which
specifically relate to an earlier date or which are no longer true due to an
action or event specifically permitted by the provisions of the Amended Loan
Documents.

                                       2
<PAGE>

         2.6. Additional Documentation. Such other documentation or information
             -------------------------
as may reasonably be required by the Bank and its counsel.

SECTION 3. Representations, Warranties and Covenants. The Borrower hereby
- ---------  -----------------------------------------
reaffirms and remakes as of the date hereof and taking into consideration the
effects of the transactions contemplated in this Amendment, each of the
representations and warranties contained in the Amended Loan Documents as being
true and correct in all respects. The Borrower has the necessary power and
authority and approvals and is duly authorized to execute, deliver and perform
this Amendment and to perform the obligations contemplated hereby and thereby.
The Borrower agrees that until satisfaction of the Obligations, the Borrower
shall fully comply with all covenants as set forth in the Amended Loan
Documents.

SECTION 4. Miscellaneous.
- ---------  -------------

         4.1. No Waiver. Except to the extent that the Loan Documents are
              ---------
specifically modified by this Amendment, nothing in this Amendment, or in the
Bank's failure to act prior to this Amendment, shall constitute a waiver by the
Bank of its rights and remedies under the Amended Loan Documents. No act or
omission by the Bank under this Amendment or in its relations with the Borrower
shall constitute a waiver of any of its rights and remedies under the Amended
Loan Documents unless such waiver is in writing, signed by the Bank, and then
only to the extent specifically set forth therein.

         4.2. Reaffirmation; Incorporation; Interpretation. The Borrower hereby
              --------------------------------------------
acknowledges that all terms and conditions of the Amended Loan Agreement are and
shall remain in full force and effect. The Borrower hereby reaffirms its
Obligations under the Amended Loan Documents. This Amendment is incorporated
into the Loan Documents by reference and shall constitute a part thereof as if
fully set forth therein. In the event that any of the terms or the provisions of
the Loan Documents are inconsistent or contradictory of the terms hereof, the
terms of this Amendment shall control.

         4.3. Release. The Borrower acknowledges and agrees that, as of the date
              -------
hereof, it does not have any claim, defense or set-off right against the Bank,
or any of its officers, directors, employees, agents, successors, assigns or
affiliates, nor any claim, defense or set-off right to the enforcement by the
Bank of the full amount of the Obligations. The Borrower hereby forever
expressly waives, releases, relinquishes, satisfies, acquits and discharges the
Bank and its officers, directors, employees, agents, successors, assigns and
affiliates, from any and all defenses to payment or other defenses, set-offs,
claims, counterclaims, liability and causes of action, accrued or unaccrued,
known or unknown, which occurred or arose on or prior to the date hereof.

         4.4. Counterparts. This Amendment may be executed simultaneously in
              ------------
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         4.5. Severability. The invalidity or unenforceability of any one or
              ------------
more phrases, sentences, clauses or Sections contained in this Amendment shall
not affect the validity or enforceability of the remaining portions of this
Amendment, or any part thereof.

                                       3
<PAGE>

         4.6. Governing Law. This Amendment shall be governed by and construed
              --------------
in accordance with the laws of the State of North Carolina, without regard to
conflict of laws principles.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.

                                             BORROWER:
                                             --------

                                             KEWAUNEE SCIENTIFIC CORPORATION


                                             By      /s/ D. Michael Parker
                                               ---------------------------------
                                               D. Michael Parker, Vice President

ATTEST:

             /s/ Jeffrey L. Bunton
- --------------------------------------------
Name: Jeffrey L. Bunton, Assistant Secretary

[CORPORATE SEAL]



                                             BANK:
                                             ----

                                             FIRST UNION NATIONAL BANK


                                             By         /s/ Gayle W. Harris
                                                --------------------------------
                                                Name:  Gayle W. Harris
                                                Title:  Vice President

                                       4
<PAGE>

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$6,000,000                                             Charlotte, North Carolina
                                                                 January 6, 1999
                                  (Amended and restated as of November 30, 2000)

         FOR VALUE RECEIVED, KEWAUNEE SCIENTIFIC CORPORATION, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of

         FIRST UNION NATIONAL BANK (the "Bank"), at its principal office in
Charlotte, North Carolina, or at such other place as the Bank may designate, the
principal sum of up to

         SIX MILLION DOLLARS ($6,000,000) or so much thereof as is outstanding,
in lawful money of the United States of America and in immediately available
funds, under the terms and conditions of that certain Loan and Security
Agreement dated January 6, 1999, between the Borrower and the Bank, as the same
may be amended from time to time (the "Loan Agreement"). All capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the
Loan Agreement. All of the terms, conditions and covenants of the Loan Agreement
are expressly made a part of this revolving credit note (the "Note") by
reference in the same manner and with the same effect as if set forth herein at
length, and any holder of this Note is entitled to the benefits of and remedies
provided in the Loan Agreement and any other agreements by and between the
Borrower and the Bank.

         The Loan Agreement contains provisions, among other things, for
borrowing, repaying and reborrowing the indebtedness evidenced by this Note and
for the acceleration of the maturity date hereof upon the occurrence of any
Event of Default as set forth therein. The outstanding balance hereof shall be
due and payable in full on the Revolving Loan Maturity Date and at such other
time at which all of the outstanding principal of any Loan shall become due and
payable (whether by acceleration or otherwise).

         This Note shall bear interest on the outstanding balance from time to
time at the lower of either (i) the LIBOR Market Index Rate, plus 175 basis
                                                             ----
points (1.75%) per annum or (ii) the Prime Rate, minus 75 basis points (0.75%)
                                                 -----
per annum, as determined by the Bank for each day Obligations are outstanding.
Interest will be calculated daily on the basis of actual days elapsed over a
year of 360 days.

         The Borrower agrees to pay, on demand, all costs and expenses
(including reasonable attorneys' fees) incurred by the Bank in connection with
the collection of this Note and the enforcement of the Bank's rights and
remedies under the Loan Agreement and this Note.

         The Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentation, notice of dishonor, protest, notice
of protest, diligence in collection, and any notice of any extensions, renewals,
partial payments or changes in any manner of this Note, or any delay, indulgence
or other act of any holder hereof, whether before or after maturity.
<PAGE>

         This Note amends and restates the terms of that certain Revolving
Credit Note of the Borrower dated January 9, 1999, in the stated principal
amount of $3,000,000 (the "Original Note"). This amendment and restatement is
not intended by the parties to be, nor shall it be construed as, a novation of
the original indebtedness evidenced by the Original Note.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.

         IN WITNESS WHEREOF, the Borrower has caused its corporate name to be
signed hereto under seal by its officers duly authorized on the date written
above.

                                         KEWAUNEE SCIENTIFIC CORPORATION


                                         By         /s/ D. Michael Parker
                                             ----------------------------------
                                             D. Michael Parker, Vice President
ATTEST:

         /s/ Jeffrey L. Bunton
- --------------------------------------
Jeffrey L. Bunton, Assistant Secretary

[CORPORATE SEAL]

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SECOND AMENDMENT TO  LOAN DOCUMENTS
<TEXT>

<PAGE>

                                                                    Exhibit 10.2

                       SECOND AMENDMENT TO LOAN DOCUMENTS


         THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered
into as of November 30, 2000, between KEWAUNEE SCIENTIFIC CORPORATION, a
Delaware corporation (the "Borrower"), and FIRST UNION NATIONAL BANK, a national
banking association (the "Bank").

                                   RECITALS:
                                   --------

         A.    Pursuant to that certain Loan and Security Agreement dated as of
January 6, 1999, between the Bank and the Borrower, as amended from time to time
(the "Original Loan Agreement"), the Bank extended certain financial
accommodations to the Borrower.

         B.    The Borrower has requested, and the Bank has agreed, to extend
the draw period and the maturity date of the Equipment Loan, subject to the
terms and conditions set forth herein.

         C.    The Original Loan Agreement, as amended hereby, is herein
referred to as the "Amended Loan Agreement," and the Loan Documents, as amended
hereby, are herein referred to as the "Amended Loan Documents." Except as
otherwise defined herein, all capitalized terms shall have such meaning as set
forth in the Amended Loan Agreement.

                                  AGREEMENT:
                                  ---------

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, the parties hereto agree as
follows:

SECTION 1.     Amendment to Loan Agreement.  The Original Loan Agreement is
- ---------      ---------------------------
hereby amended as follows:

         1.1.  Equipment Loan. Section 1.02(a) of the Original Loan Agreement is
               --------------
hereby deleted in its entirety, and the following is inserted in lieu thereof

               "(a) Subject to the terms and conditions of this Agreement, the
         Bank will make available an equipment term loan facility (the
         "Equipment Loan") to the Borrower in an amount up to $5,000,000.00 to
         finance the Borrower's capital expenditure needs. So long as no Default
         or Event of Default has occurred which has not been cured or which the
         Bank, in its sole and absolute discretion, has not waived, the Borrower
         may borrow and reborrow amounts which have been repaid from the
         Equipment Loan, from time to time on the terms and conditions provided
         herein until February 28, 2001 (the "Conversion Date"). After the
         Conversion Date, no payment on the Equipment Loan may be reborrowed.
         The Equipment Loan shall be evidenced by the Equipment Note, shall bear
         interest at the rates set forth in Section 1.03, and shall be payable
         as follows:

                    (i)  twenty-six (26) installments of interest only
               commencing on January 31, 1999, and on the last Business Day of
               each month thereafter through February 28, 2001; and

<PAGE>

                           (ii) sixty (60) installments of principal in equal
                  amounts based upon the principal outstanding on the Conversion
                  Date, plus accrued interest thereon, commencing on March 31,
                  2001, and on the last Business Day of each mouth thereafter,
                  with a final installment of all principal and accrued interest
                  being due and payable on February 28, 2006, unless sooner due
                  and payable pursuant to the terms hereof."

SECTION 2.        Amendment to Equipment Note.  The Equipment Note is hereby
- ---------         ---------------------------
amended as follows:

         2.1      Equipment Note.  The reference to the date of "December 31,
                  --------------
2000" in the fourth (4th) paragraph of the Equipment Note is hereby deleted, and
the date of "February 28, 2006" is inserted in lieu thereof.

SECTION 3.        Conditions Precedent to Closing.  The obligation of the Bank
- ---------         -------------------------------
to close the transactions contemplated by this Amendment (the "Closing") is
subject to satisfaction of the following conditions:

         3.1.     Loan Documents.  The Bank's receipt of two (2) originals of
                  --------------
this Amendment, fully executed by the Borrower and each other party thereto
(other than Bank).

         3.2.     Officers Certificates. The Bank's receipt of an officers'
                  ---------------------
certificate of two (2) authorized officers of the Borrower certifying, among
other things, that attached are true and correct copies of (i) resolutions
adopted by the Board of Directors of the Borrower authorizing the execution,
delivery and performance of this Amendment and all other documents to be
executed by the Borrower in connection herewith and (ii) the names and
incumbency of those persons authorized on behalf of the Borrower to sign each of
the documents or certificates to be executed and delivered by the Borrower in
connection herewith.

         3.3.     Payment of Fees, Costs and Expenses. Payment of all fees,
                  -----------------------------------
costs and expenses due the Bank and evidence of payment to other parties of all
fees, costs and expenses which the Borrower is required to pay in connection
with the Closing, including, without limitation, the Bank's counsel fees
incurred in connection with the negotiation, documentation and closing of this
Amendment and related documents and agreements.

         3.4.     No Default.  No Default or Event of Default shall exist under
                  ----------
the Amended Loan Documents.

         3.5.     Representations and Warranties. The representations and
                  ------------------------------
warranties contained herein and in the Amended Loan Documents shall be true and
correct in all material respects as of the date of Closing, except (i) those
referring to the financial statements for purposes of this Section shall be
deemed to refer to the most recent financial statements timely furnished to the
Bank in compliance with the Amended Loan Agreement, and (ii) those
representations which specifically relate to an earlier date or which are no
longer true due to an action or event specifically permitted by the provisions
of the Amended Loan Documents.

                                       2
<PAGE>

         3.6.     Additional Documentation.  Such other documentation or
                  ------------------------
information as may reasonably be required by the Bank and its counsel.

SECTION 4.        Representations, Warranties and Covenants. The Borrower hereby
- ---------         -----------------------------------------
reaffirms and remakes as of the date hereof and taking into consideration the
effects of the transactions contemplated in this Amendment, each of the
representations and warranties contained in the Amended Loan Documents as being
true and correct in all respects. The Borrower has the necessary power and
authority and approvals and is duly authorized to execute, deliver and perform
this Amendment and to perform the obligations contemplated hereby and thereby.
The Borrower agrees that until satisfaction of the Obligations, the Borrower
shall fully comply with all covenants as set forth in the Amended Loan
Documents.

SECTION 5.        Miscellaneous.
- ---------         -------------

         5.1.     No Waiver. Except to the extent that the Loan Documents are
                  ---------
specifically modified by this Amendment, nothing in this Amendment, or in the
Bank's failure to act prior to this Amendment, shall constitute a waiver by the
Bank of its rights and remedies under the Amended Loan Documents. No act or
omission by the Bank under this Amendment or in its relations with the Borrower
shall constitute a waiver of any of its rights and remedies under the Amended
Loan Documents unless such waiver is in writing, signed by the Bank, and then
only to the extent specifically set forth therein.

         5.2.     Reaffirmation; Incorporation; Interpretation. The Borrower
                  --------------------------------------------
hereby acknowledges that all terms and conditions of the Amended Loan Agreement
are and shall remain in full force and effect. The Borrower hereby reaffirms its
Obligations under the Amended Loan Documents. This Amendment is incorporated
into the Loan Documents by reference and shall constitute a part thereof as if
fully set forth therein. In the event that any of the terms or the provisions of
the Loan Documents are inconsistent or contradictory of the terms hereof, the
terms of this Amendment shall control.

         5.3.     Release. The Borrower acknowledges and agrees that, as of the
                  -------
date hereof, it does not have any claim, defense or set-off right against the
Bank, or any of its officers, directors, employees, agents, successors, assigns
or affiliates, nor any claim, defense or set-off right to the enforcement by the
Bank of the full amount of the Obligations. The Borrower hereby forever
expressly waives, releases, relinquishes, satisfies, acquits and discharges the
Bank and its officers, directors, employees, agents, successors, assigns and
affiliates, from any and all defenses to payment or other defenses, set-offs,
claims, counterclaims, liability and causes of action, accrued or unaccrued,
known or unknown, which occurred or arose on or prior to the date hereof.

         5.4.     Counterparts.  This Amendment may be executed simultaneously
                  ------------
in several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         5.5.     Severability.  The invalidity or unenforceability of any one
                  ------------
or more phrases, sentences, clauses or Sections contained in this Amendment
shall not affect the validity or enforceability of the remaining portions of
this Amendment, or any part thereof.

                                       3
<PAGE>

         5.6.     Governing Law. This Amendment shall be governed by and
                  -------------
construed in accordance with the laws of the State of North Carolina, without
regard to conflict of laws principles.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.

                                        BORROWER:
                                        --------

                                        KEWAUNEE SCIENTIFIC CORPORATION


                                        By       /s/ D. Michael Parker
                                           ------------------------------------
                                           D. Michael Parker, Vice President
ATTEST:


       /s/ Jeffrey L. Bunton
- ----------------------------------
Name:  Jeffrey L. Bunton,
Assistant Secretary



[CORPORATE SEAL]



                                        BANK:
                                        ----

                                        FIRST UNION NATIONAL BANK


                                        By       /s/ Gayle W. Harris
                                           ------------------------------------
                                           Name:  Gayle W. Harris
                                           Title: Vice President



                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
