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<SEC-DOCUMENT>0000950131-01-502354.txt : 20010723
<SEC-HEADER>0000950131-01-502354.hdr.sgml : 20010723
ACCESSION NUMBER:		0000950131-01-502354
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20010430
FILED AS OF DATE:		20010720

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-K405
		SEC ACT:		
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		1684888

	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-K405
<SEQUENCE>1
<FILENAME>d10k405.txt
<DESCRIPTION>FORM 10-K405
<TEXT>

<PAGE>

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

                                   FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended April 30, 2001 or

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

For the transition period from _____________ to _____________

Commission file number 0-5286

                        KEWAUNEE SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                  38-0715562
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)

        2700 West Front Street
      Statesville, North Carolina                    28677-2927
(Address of principal executive offices)             (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $2.50 par value
                                (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

The aggregate market value of 1,782,742 shares of voting stock held by non-
affiliates of the Registrant was approximately $16,953,876 based on the last
reported sale price of the Registrant's Common Stock on July 6, 2001.  (Only
shares beneficially owned by directors of the Registrant (excluding shares
subject to options) were excluded as shares held by affiliates.  By including or
excluding shares owned by anyone, the Registrant does not admit for any other
purpose that any person is or is not an affiliate of the Registrant.)

As of July 6, 2001, the Registrant had outstanding 2,470,246 shares of Common
Stock.

DOCUMENTS INCORPORATED BY REFERENCE:  Those portions of Kewaunee Scientific
Corporation's annual report to stockholders for the fiscal year ended April 30,
2001, and of the proxy statement for use in connection with Kewaunee Scientific
Corporation's annual meeting of stockholders to be held on August 22, 2001,
indicated in this report are incorporated by reference into Parts I, II and III
hereof.

                                       1
<PAGE>

<TABLE>
<CAPTION>
      Table of Contents                                                    Page or Reference
    --------------------                                                   -----------------
<S>                                                                        <C>
PART I
     Item 1.   Business                                                            3
     Item 2.   Properties                                                          4
     Item 3.   Legal Proceedings                                                   5
     Item 4.   Submission of Matters to a Vote of Security Holders                 5
PART II
     Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters                                                 6
     Item 6.   Selected Financial Data                                             6
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                 6
     Item 7A.  Quantitative and Qualitative Disclosures About Market Risk          6
     Item 8.   Financial Statements and Supplementary Data                         6
     Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                                 6
PART III
     Item 10.  Directors and Executive Officers of the Registrant                  7
     Item 11.  Executive Compensation                                              8
     Item 12.  Security Ownership of Certain Beneficial Owners
               and Management                                                      8
     Item 13.  Certain Relationships and Related Transactions                      8
PART IV
     Item 14.  Exhibits, Financial Statement Schedules, and Reports on
               Form 8-K                                                            9
SIGNATURES                                                                       S-1
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

GENERAL

          The principal business of the Registrant is the design, manufacture
and installation of scientific and technical furniture.  These products are
primarily sold through purchase orders and contracts submitted by customers,
through the Registrant's dealers and commissioned agents, a national
distributor, and through competitive bids submitted by the Registrant.

          The Company's operations are classified into two business segments:
laboratory products and technical products.  The laboratory products segment
principally designs, manufactures, and installs steel and wood laboratory
furniture, worksurfaces, and fume hoods.  Laboratory products are sold
principally to pharmaceutical, biotechnology, industrial, chemical and
commercial research laboratories, educational institutions, health care
institutions, and governmental entities.  The technical products segment
principally manufactures and sells technical furniture including network storage
systems, workstations, workbenches, computer enclosures, and related
accessories.  Technical products are sold principally to manufacturing
facilities and users of computer and networking furniture.

          It is common in the laboratory furniture industry for customer orders
to require delivery at extended future dates, because the products are
frequently to be installed in buildings yet to be constructed.  Changes or
delays in building construction may cause delays in delivery of the orders.
Since prices are normally quoted on a firm basis in the industry, the Registrant
bears the burden of possible increases in labor and material costs between
receipt of an order and delivery of the product.

          The need for working capital and the credit practices of the
Registrant are comparable to those of other companies selling similar products
in similar markets.  Payments for the Registrant's laboratory products are
received over longer periods of time than payments for many other types of
manufactured products, thus requiring increased working capital.  In addition,
payment terms associated with certain projects provide for a retention amount
until completion of the project, thus also increasing required working capital.

          The principal raw materials and products manufactured by others used
by the Registrant in its products are cold-rolled carbon and stainless steel,
hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and
electrical fittings.  Such materials and products are purchased from multiple
suppliers and are readily available.

          The Registrant holds various patents and patent rights but does not
consider that its success or growth is dependent upon its patents or patent
rights.  The Registrant's business is not dependent upon licenses, franchises or
concessions.

          The Registrant's business is not cyclical, although sales are
sometimes lower during the Registrant's third quarter because of slower
construction activity in certain areas of the country during the winter months.
The Registrant's business is not dependent on any one or a few customers;
however, sales to VWR Scientific Products represented 13 percent, 11 percent,
and 12 percent of the Registrant's total sales in fiscal years 2001, 2000 and
1999, respectively.

          The Registrant's sales order backlog at April 30, 2001 was $35.5
million, up from $31.5 million and $27.0 million at April 30, 2000 and 1999,
respectively.  All but $1.0 million of the backlog at April 30, 2001 was
scheduled for shipment during fiscal year 2002; however, it may reasonably be
expected that delays in shipments will occur because of customer rescheduling or
delay in completion of projects which involve the installation of the
Registrant's products.  Based on past experience, the Registrant expects that
more than 90 percent of its backlog scheduled for shipment in fiscal year 2002
will be shipped during that year.

                                       3
<PAGE>

COMPETITION

          The Registrant considers the industries in which it competes to be
highly competitive and believes that the principal competitive factors are
price, product performance, and customer service.  A significant portion of the
business of the Registrant is based upon competitive public bidding.

RESEARCH AND DEVELOPMENT

          The amount spent during the fiscal year ended April 30, 2001 on
company-sponsored research and development activities related to new products or
services or improvement of existing products or services was $742,860.  The
amounts spent for similar purposes in the fiscal years ended April 30, 2000 and
1999 were $783,046 and $773,816, respectively.

ENVIRONMENTAL COMPLIANCE

          In the last three fiscal years, compliance with federal, state or
local provisions enacted or adopted regulating the discharge of materials into
the environment has had no material effect on the Registrant.  There is no
material capital expenditures anticipated for such purposes, and no material
effect therefrom is anticipated on the earnings or competitive position of the
Registrant.

EMPLOYEES

          The number of persons employed by the Registrant at April 30, 2001 was
593.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

          Certain statements included and referenced in this report, including
the Letter to Stockholders, narrative text, captions and Management's Discussion
and Analysis of Financial Condition and Results of Operations, 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 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.

ITEM 2.  PROPERTIES

          The Registrant owns and operates three plants in Statesville, North
Carolina and one in Lockhart, Texas.  The plants are involved in the production
of the Registrant's products.

          The plants in Statesville, North Carolina are located in three
separate adjacent buildings, which contain manufacturing facilities.  Sales and
marketing, administration, engineering and drafting personnel and facilities are
also located in each of the three buildings.  The Registrant's corporate offices
are located in the largest building.  The plant buildings together comprise
approximately 382,000 square feet and are located on approximately 20 acres of
land.  In addition, the Registrant leases warehouse space of 93,400 square feet
in Statesville, North Carolina.

          The plant in Lockhart, Texas is housed in a building of approximately
129,000 square feet located on approximately 30 acres.  In addition, a separate
10,000 square foot office building on this site houses certain administrative
personnel.

                                       4
<PAGE>

          All of the facilities, which the Registrant owns, are held free and
clear of any encumbrances.  The Registrant believes its facilities are suitable
for their respective uses and are adequate for its current needs.

ITEM 3.  LEGAL PROCEEDINGS

          From time to time, the Registrant is involved in certain disputes and
litigation relating to claims arising out of its operations in the ordinary
course of business.  Further, the Registrant periodically is subject to
government audits and inspections.  The Registrant believes that any such
matters presently pending will not, individually or in the aggregate, have a
material adverse effect on the Registrant's results of operations or financial
condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not Applicable.

                                       5
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2001, page 22, sections
entitled "Range of Market Prices" and "Quarterly Financial Data".  As of July 6,
2001, the Registrant estimates there were approximately 1,150 stockholders of
the Registrant's common shares, of which 322 were stockholders of record.

ITEM 6.  SELECTED FINANCIAL DATA

          Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2001, page 21, section entitled
"Summary of Selected Financial Data."

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

          Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2001, pages 8-9, section
entitled "Management's Discussion and Analysis".

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The Registrant is exposed to market risk in the area of interest
rates.  This exposure is associated with amounts outstanding under a bank note,
certain lease obligations for production machinery, and any future advances
under the revolving credit loan, all of which are priced on a floating rate
basis.  The Registrant belies that this exposure to market risk is not material.
The Registrant has not historically used interest rate swaps or other derivative
financial instruments for the purpose of hedging fluctuations in interest rates
on its floating rate debt.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 2001, pages 10-20.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

          Not Applicable.

                                       6
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          (a) Incorporated by reference from the Registrant's proxy statement
for use in connection with its annual meeting of stockholders to be held on
August 22, 2001, pages 1-4, section entitled "Election of Directors".

          (b) The names and ages of the Registrant's executive officers and
their business experience during the past five years are set forth below:

                      Executive Officers of the Registrant

            Name                Age                 Position
            ----                ---                 --------
William A. Shumaker              53   President and Chief Executive Officer

D. Michael Parker                49   Senior Vice President, Finance, Chief
                                      Financial Officer, Treasurer and Secretary

Roger L. Eggena                  60   Vice President, Manufacturing

James J. Rossi                   59   Vice President, Human Resources

Kurt P. Rindoks                  43   Vice President, Engineering, General
                                      Manager Resin Materials Division

Kenneth E. Sparks                38   Vice President, General Manager Technical
                                      Furniture Group

          William A. Shumaker has served as President of the Registrant since
August 1999 and Chief Executive Officer since September 2000.  He was elected a
director of the Registrant in February 2000.  He served as the Chief Operating
Officer from August 1998, when he was also elected as Executive Vice President,
until September 2000.  Mr. Shumaker served as Vice President and General Manager
of the Laboratory Products Group from February 1998 to August 1998.  He joined
the Registrant in December 1993 as Vice President of Sales and Marketing.

          D. Michael Parker joined the Registrant in November 1990 as Director
of Financial Reporting and Accounting and was promoted to Corporate Controller
in November 1991.  Mr. Parker has served as Chief Financial Officer, Treasurer
and Secretary since August 1995.  He was elected Vice President of Finance in
August 1995 and Senior Vice President of Finance in August 2000.

          Roger L. Eggena joined the Registrant in August 1997 as a plant
manager and was promoted to Director of Manufacturing in January 1998.  He was
elected a Vice President of the Registrant in August 2000.  Prior to joining the
Registrant, Mr. Eggena was Vice President of Manufacturing with MDT Corporation
from 1992 to 1996 and a consultant with Phillips Resource Group from 1996 to
1997.

          James J. Rossi joined the Registrant in March 1984 as Corporate
Director of Human Resources and has served as Vice President of Human Resources
since January 1996.

                                       7
<PAGE>

          Kurt P. Rindoks joined the Registrant in July 1985 as an engineer and
was promoted to Director of Engineering in July 1999 and to Director of Product
Development in May 1992.  He served as Vice President of Engineering and New
Product Development from September 1996 through April 1998 and has served as
Vice President of Engineering, General Manager of the Resin Materials Division
since May 1998.

          Kenneth E. Sparks joined the Registrant in December 1997 as Director
of Sales and Marketing of the Technical Furniture Group and was named General
Manager of the Technical Furniture Group in August 1999.  He was elected a Vice
President in February 2001.  Prior to joining the Registrant, Mr. Sparks was
Vice President of Customer Satisfaction with AllSteel, Inc. from 1996 to 1997
and held various leadership positions in sales and marketing with The HON
Company from 1986 to 1996.

ITEM 11.  EXECUTIVE COMPENSATION

          Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
22, 2001, pages 5-7, section entitled "Executive Compensation," pages 8-9,
section entitled "Compensation Committee Report on Executive Compensation," and
page 12, section entitled "Agreements with Certain Executives."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
22, 2001, pages 13-14, sections entitled "Security Ownership of Directors and
Executive Officers" and "Security Ownership of Certain Beneficial Owners."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
22, 2001, pages 1-4, section entitled "Election of Directors" and page 12,
section entitled "Agreements with Certain Executives."

                                       8
<PAGE>

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          The following documents are filed or incorporated by reference as part
of this report:

                                                            Page or
(a)(1)  Financial Statements                               Reference
        --------------------                               ---------

        Statements of Operations
        Years ended April 30, 2001, 2000 and 1999             10*

        Statements of Stockholders' Equity
        Years ended April 30, 2001, 2000 and 1999             10*

        Balance Sheets - April 30, 2001 and 2000              11*

        Statements of Cash Flows - Years ended
        April 30, 2001, 2000 and 1999                         12*

        Notes to Financial Statements                        13-19*

        Report of Independent Accountants                     20*

(a)(2)  Financial Statement Schedule
        ----------------------------

        Report of Independent Accountants on Financial
        Statement Schedules                                   10

        Schedule II - Valuation and Qualifying Accounts       11

        All other schedules for which provision is made
        in the applicable accounting regulations of the
        Securities and Exchange Commission are not required
        under the related instructions or are inapplicable
        and, therefore, have been omitted.

(a)(3)  Exhibits
        --------

        Exhibits required by Item 601 of Regulation S-K are listed
        in the Exhibit Index, which is attached hereto at pages
        S-2 through S-6 and which is incorporated herein by reference.

(b)     Reports on Form 8-K
        -------------------

        No reports on Form 8-K were filed during the Registrant's
        fiscal year ended April 30, 2001.
______________________
*    Matters incorporated by reference to the page numbers shown in the
     Registrant's annual report to stockholders for the year ended April 30,
     2001.

                                       9
<PAGE>

       REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES


To the Stockholders and Board of Directors of Kewaunee Scientific Corporation

Our audits of the financial statements referred to in our report dated June 1,
2001 appearing in the 2001 Annual Report to Shareholders of Kewaunee Scientific
Corporation (which report and financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of  the Financial
Statement Schedule listed in Item 14(a)(2) of this Form 10-K.  In our opinion,
Page 1 of this Financial Statement Schedule related to fiscal years ended April
30, 2001, 2000 and 1999 presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
financial statements.



PRICEWATERHOUSECOOPERS LLP

Charlotte, North Carolina
June 1, 2001

                                       10
<PAGE>

                                                             Schedule II, Page 1

                        Kewaunee Scientific Corporation
                       Valuation and Qualifying Accounts
                                ($ in thousands)


<TABLE>
<CAPTION>

                                               Balance at
                                               Beginning             Bad Debt                                 Balance at
              Description                      of Period             Expense             Deductions*         End of Period
              -----------                      ----------            ---------           -----------         -------------
<S>                                        <C>                  <C>                  <C>                   <C>
Year ended April 30, 2001
  Allowance for doubtful accounts                 $490                 $144                $(245)                $389
                                                  ====                 ====                =====                 ====
Year ended April 30, 2000
  Allowance for doubtful accounts                 $387                 $123                $ (20)                $490
                                                  ====                 ====                =====                 ====
Year ended April 30, 1999
  Allowance for doubtful accounts                 $656                 $ 16                $(285)                $387
                                                  ====                 ====                =====                 ====
</TABLE>


*    Uncollectible accounts written off, net of recoveries.

                                       11
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
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

                                 By: /s/ William A. Shumaker
                                     --------------------------
                                     William A. Shumaker
                                     President and Chief Executive Officer

Date:  July 18, 2001

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.

<TABLE>
<S>                                                             <C>
(i)       Principal Executive Officer

          /s/  William A. Shumaker                                                   )
          ------------------------------------------                                 )
          William A. Shumaker                                                        )
          President and Chief Executive Officer                                      )
                                                                                     )
(ii)      Principal Financial and Accounting Officer                                 )
                                                                                     )
          /s/ D. Michael Parker                                                      )
          -------------------------------------------                                )
          D. Michael Parker                                                          )
          Senior Vice President-Finance                                              )
          Chief Financial Officer                                                    )
          Treasurer and Secretary                                                    )
                                                                                     )
(iii)     A majority of the Board of Directors:                                      ) July 18, 2001
                                                                                     )
                                                                                     )
 /s/ Margaret Barr Bruemmer                  /s/ Silas Keehn                         )
- ---------------------------                  ------------------------------          )
Margaret Barr Bruemmer                       Silas Keehn                             )
                                                                                     )
                                                                                     )
 /s/ Wiley N. Caldwell                       /s/ Eli Manchester, Jr.                 )
- ---------------------------                  ------------------------------          )
Wiley N. Caldwell                            Eli Manchester, Jr.                     )
                                                                                     )
                                                                                     )
 /s/ John C. Campbell, Jr.                   /s/ James T. Rhind                      )
- ---------------------------                  ------------------------------          )
John C. Campbell, Jr.                        James T. Rhind                          )
                                                                                     )
                                                                                     )
/s/ Kingman Douglass                         /s/ William A. Shumaker                 )
- ---------------------------                  ------------------------------          )
Kingman Douglass                             William A. Shumaker                     )
</TABLE>

                                      S-1
<PAGE>

                        KEWAUNEE SCIENTIFIC CORPORATION

                                 Exhibit Index

                                                                   Page Number
                                                                  (or Reference)
                                                                  --------------

     3    Articles of incorporation and by-laws

          3.1     Restated Certificate of
                  incorporation (as amended)                             (3)

          3.2     By-Laws (as amended as of August 28, 1991)             (6)

          3.3     Amendment dated August 26, 1999 to the Bylaws of
                  Kewaunee Scientific Corporation                       (13)

          3.4     Amendment dated August 26, 2000 to the Bylaws of
                  Kewaunee Scientific Corporation                       (17)

    10    Material Contracts

          10.9    Kewaunee Scientific Corporation
                  Supplemental Retirement Plan                           (4)

          10.13   Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Salaried Employees                                     (2)

          10.13A  First Amendment dated June 4, 1996 to the
                  Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Salaried Employees                                    (10)

          10.13B  Second Amendment dated November 19, 1996 to the
                  Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Salaried Employees                                    (10)

          10.14   Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Hourly Employees                                       (2)

          10.14A  First Amendment dated August 27, 1996 to the
                  Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Hourly Employees                                      (10)

          10.14B  Second Amendment dated November 19, 1996 to the
                  Kewaunee Scientific Corporation 1985
                  Re-Established Retirement Plan for
                  Hourly Employees                                      (10)

                                      S-2
<PAGE>

                                                                    Page Number
                                                                  (or Reference)
                                                                  --------------

          10.19   Kewaunee Scientific Corporation 1991
                  Key Employee Stock Option Plan                         (5)

          10.19A  First Amendment dated August 28, 1996 to the
                  Kewaunee Scientific Corporation
                  Key Employee Stock Option Plan                         (9)

          10.19B  Second Amendment dated August 26, 1998 to the
                  Kewaunee Scientific Corporation
                  Key Employee Stock Option Plan                        (12)

          10.21   Kewaunee Scientific Corporation
                  Executive Deferred Compensation Plan                   (6)

          10.21A  Second Amendment dated June 17, 1997 to the
                  Kewaunee Scientific Corporation Executive
                  Deferred Compensation Plan                            (11)

          10.21B  Third Amendment dated June 17, 1997 to the
                  Kewaunee Scientific Corporation Executive
                  Deferred Compensation Plan                            (11)

          10.21C  Fourth Amendment dated December 1, 1998 to the
                  Kewaunee Scientific Corporation Executive
                  Deferred Compensation Plan                            (12)

          10.26   Kewaunee Scientific Corporation
                  Stock Option Plan for Directors                        (7)

          10.34   401(K) Incentive Savings Plan
                  for Salaried and Hourly Employees of
                  Kewaunee Scientific Corporation                        (8)

          10.34A  Amendments (2) dated June 17, 1997 to the 401(K)
                  Incentive Savings plan for Salaried and Hourly
                  Employees of Kewaunee Scientific Corporation          (11)

                                      S-3
<PAGE>

                                                                   Page Number
                                                                  (or Reference
                                                                  -------------

          10.38   Change of Control agreement dated as of
                  November 12, 1999 between William A. Shumaker
                  and the Registrant.                                  (14)

          10.39   Change of Control agreement dated as of
                  November 12, 1999 between D. Michael Parker
                  and the Registrant.                                  (14)

          10.40   Change of Control agreement dated as of
                  November 12, 1999 between James J. Rossi
                  and the Registrant.                                  (14)

          10.41   Change of Control agreement dated as of
                  January 20, 2000 between Kurt P. Rindoks
                  and the Registrant.                                  (14)

          10.42   Kewaunee Scientific Corporation
                  Pension Equalization Plan                            (15)

          10.42A  First Amendment dated May 27, 1999 to the
                  Kewaunee Scientific Corporation
                  Pension Equalization Plan                            (15)

          10.43   Letter Agreement dated as of July 18, 1997
                  between Roger L. Eggena and the Registrant            (1)

          10.44   Letter Agreement dated as of November 10, 1997
                  between Kenneth E. Sparks and the Registrant          (1)

          10.45   Kewaunee Scientific Corporation 2000 Key Employee
                  Stock Option Plan                                    (16)

          10.46   Fiscal Year 2002 Incentive Bonus Plan                 (1)

     13   Annual Reports to Stockholders for the fiscal year
          ended April 30, 2001 (Such Report, except to the
          extent incorporated herein by reference, is being
          furnished for the information of the Securities
          and Exchange Commission only and is not deemed filed
          as a part of this annual report on Form 10-K)                 (1)

(All other exhibits are either inapplicable or not required.)

                                      S-4
<PAGE>

                                   Footnotes

(1)  Filed with this Form 10-K with the Securities and Exchange Commission.

(2)  Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1987, and incorporated herein
     by reference.

(3)  Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1985, and incorporated herein
     by reference.

(4)  Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1985, and incorporated herein
     by reference.

(5)  Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
     dated July 26, 1991, and incorporated herein by reference.

(6)  Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1992, and incorporated herein
     by reference.

(7)  Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
     dated July 23, 1993, and incorporated herein by reference.

(8)  Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1996, and incorporated herein
     by reference.

(9)  Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
     dated July 31, 1996, and incorporated herein by reference.

(10) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1997, and incorporated herein
     by reference.

(11) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1998, and incorporated herein
     by reference.

(12) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 1999, and incorporated herein
     by reference.

(13) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report
     to the Securities and Exchange Commission on Form 10-Q (Commission File No.
     0-5286) for the quarterly period ended October 31, 1999, and incorporated
     herein by reference.

(14) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report
     to the Securities and Exchange Commission on Form 10-Q (Commission File No.
     0-5286) for the quarterly period ended January 31, 2000, and incorporated
     herein by reference.

(15) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
     the Securities and Exchange Commission on Form 10-K (Commission File No.
     0-5286) for the fiscal year ended April 30, 2000, and incorporated herein
     by reference.

                                      S-5
<PAGE>

(16) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
     dated July 20, 2000 and incorporated herein by reference.

(17) Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report
     to the Securities and Exchange Commission on Form 10-Q (Commission File No.
     0-5286) for the quarterly period ended October 31, 2000, and incorporated
     herein by reference.

                                      S-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>2
<FILENAME>dex1043.txt
<DESCRIPTION>LETTER AGREEMENT DATED AS OF JULY 18, 1997
<TEXT>

<PAGE>

                                                                   Exhibit 10.43


BY FAX


                                 July 13, 2001

Mr. Roger L. Eggena
65 Warren Street
Charleston, SC 29403

Dear Roger:

     This letter is to serve as a formal supplement to Kewaunee's employment
offer letter to you dated July 14, 1997.

     Immediately with the start of your employment with Kewaunee, you will be
entitled to three weeks of vacation.  Additional time beyond the agreed upon
three weeks will be in accordance with Kewaunee's fringe benefits available for
exempt employees.

     In regard to job security, if you are terminated from employment from
Kewaunee, other than for cause, the Company will pay separation pay equal to
your base salary, at its then current rate, for up to ten (10) months.  If you
should obtain other employment within the ten month separation pay period, any
salary or benefit from Kewaunee will reduce in like amount.  While you are
receiving the separation pay, you would be permitted to participate in the group
insurance and medical care programs in effect at the time.  After any
termination of employment, the separation payments will not continue the
employment relation and, as such, you will not be eligible to accrue further
pension vesting or to continue to participate in the 401K and 401+ plans.

     During your first year of employment, the Company will guarantee the bonus
amount as outlined in our offer letter to you of July 14.  In addition, if you
are promoted into a position with the Company that qualifies for a greater bonus
percentage, the Company will pay you the greater of the bonus portion for the
time spent in that position.

     If Ron Popiel, the Vice President of Manufacturing, should decide to leave
the Company, you will be the logical internal candidate for that position.  But,
the Company cannot make any commitments or guarantees of this position to you.

     I believe this fully represents our telephone conversation today.
<PAGE>

     Should you have any other questions, please let me know.  We look forward
to your acceptance of this position on Monday, July 21, 1997.  Please sign the
original offer letter to you dated July 14, 1997, and return via fax (704-873-
1275) and mail the hard copy to Jim Rossi.

                                 Sincerely,

                                 /s/ William A. Shumaker
                                 ----------------------------
                                 William A. Shumaker
                                 Vice President and General Manager

Copies to  Eli Manchester, Jr.
           Jim Rossi
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>3
<FILENAME>dex1044.txt
<DESCRIPTION>LETTER AGREEMENT DATED AS OF NOVEMBER 10, 1997
<TEXT>

<PAGE>

                                                                   Exhibit 10.44

November 10, 1997 (REVISED)

VIA FAX

Mr. Kenneth E. Sparks
14 Ashwood Court
Aurora, IL 60506

Dear Ken:

It was good to talk with you today.  We are excited that you are considering
joining the Kewaunee team!  Jim Rossi advised me that you two talked about the
relocation package and security issues you raised.  Jim reviewed your requests
and questions with me, and at this time, after considering reasonable costs, I
am prepared to offer you the following, as an addendum to my offer letter of
October 31, 1997.

1.  Relocation Assistance

A.  One pre-move house hunting visit with your spouse to the Austin area. All
    actual and reasonable expenses. Approximate expenses:

    2 round trip airfares at $700/ea.                       $ 1,400

    3 days motel and meals                                  $   600

B. Transportation of household goods. Arrangements through
   the Corporate Human Resources Department.                $10,500

C. Travel, lodging and meals related to the actual move
   from Illinois to Texas                                   $   600

D. Temporary living expenses up to 90 days.                 $ 4,500

E. Commissions and other eligible closing costs on the
   sale of your existing home. Estimate 7% of $270,000.     $18,900

   Miscellaneous, such as legal, inspections, etc.          $ 2,000

F. Other bona fide costs related to your move,
   including tax gross up $20,000

   Maximum amount available for move:                       $58,500

     Ken, we think this is a "reasonable" estimate of the expenses you might
incur.  We hope   that you can come in under this.  For example, you could
possibly negotiate with the Realtor for a 6% fee instead of 7%.  On the other
hand, if there are other circumstances which might cost more than estimated, we
will review that.  We will not hold you to any one maximum on these estimates,
meaning you can spend more on one area, and less on another area.  Also, the pay
back agreement as listed in my offer letter still applies.
<PAGE>

2.  Security

     You had expressed some concern about security of employment, should
Kewaunee have a change of control, such as being acquired by another company.
While we do not believe this is likely, we offer the following:

     If the Company, and/or TPG are acquired, and you are terminated without
cause within two years after the acquisition, the Company will pay you
separation pay equal to your then current base salary, for nine (9) months.  If
you should obtain income from another employer while receiving separation
payments, any such payments from Kewaunee will be reduced in like amount.

     After any termination of employment, the separation payments will not
continue the employment relationship.  However, as long as you are receiving
separation payments, your health care coverage will continue per the plan
document in effect at that time.

     Except for this agreement, employment with Kewaunee Scientific Corporation
is at will.

Should you have any questions concerning this addendum to my original offer
letter of October 31, 1997, please call me.  Please indicate your acceptance by
signing a copy of this letter and return it to my attention with the original
letter.  (A hard copy of this faxed letter is being sent under separate cover.)

                                 Sincerely,

                                 /s/ James J. Rossi for T. Ron Gewin
                                 -------------------------------------
                                 T. Ron Gewin
                                 Vice President of Operations
                                 Technical Products Group

Copies to  Eli Manchester Jr.
           Jim Rossi
<PAGE>

I, Kenneth E. Sparks, accept the terms and conditions of this addendum to my
offer of employment dated October 31, 1997.


                               /s/ Kenneth E. Sparks
                               ---------------------
                               Kenneth E. Sparks

Date  November 19, 1997
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>4
<FILENAME>dex1046.txt
<DESCRIPTION>FISCAL YEAR 2002 INCENTIVE BONUS PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10.46

                        KEWAUNEE SCIENTIFIC CORPORATION

                                FISCAL YEAR 2002
                              INCENTIVE BONUS PLAN


The Fiscal Year 2002 Incentive Bonus Plan (the Plan) will provide for a bonus
pool and bonus payouts based upon achievement of various levels of pre-tax
earnings (after bonus accruals) for the year and other conditions described
herein, as approved by the Company's Board of Directors.  The Plan is proposed
as a one-year plan for Fiscal Year 2002

The provisions of the Plan are:

1. ELIGIBILITY OF PARTICIPANTS TO SHARE IN THE BONUS POOL

   a. Eligible participants of the Plan will be nominated by the President and
      approved by the Board of Directors, upon recommendation by the
      Compensation Committee.  The bonus potential percentages for each
      participant in the Plan will also be approved by the Board of Directors,
      upon recommendation by the Compensation Committee.

   b. Each participant will be eligible to share in the pool up to the specified
      percentage of his or her May 1, 2001 base salary.

   c. In addition to individuals reporting directly to the President, managers
      fulfilling the following criteria are eligible to participate in the Plan:

      1.  Salary Grade 14 or above;
      2.  Seniority of one year or more;
      3.  Is not currently in another incentive plan (e.g., sales plan);
      4.  Is a direct report to a direct report to the President; or
      5.  Is a manager recommended by the President.

   d. Participants in the Plan and their applicable bonus potential amounts are
      shown on Exhibits I through III to the Company's FY 2002 Bonus Schedules
      (all Exhibits referred to in this Plan are exhibits to such Schedules).

2. BUILDING OF A BONUS POOL

   a. Division Pools

      . The divisions (the Laboratory Products Group and the Technical Furniture
        Group) will start to accrue pools for potential bonus payouts once pre-
        tax operating earnings of each division reach the amounts shown as Goal
        1 on
<PAGE>

         Exhibits I and II, and maximum incentive bonus payouts will be accrued
         and available for payout based upon the guidelines shown on those
         exhibits.

   b.  Non-divisional Corporate Pool

       . A pool will start accumulating once pre-tax earnings reach the amounts
         shown on Exhibit III, and maximum bonus payouts will be accrued and
         available for payout based upon the guidelines shown on that exhibit.

3. BONUS PAYOUT CONDITIONS

       . If the Company achieves pre-tax earnings less than the amount shown as
         Goal 1 on Exhibit III, no awards will be paid to any non-divisional
         corporate employee, except at the discretion of the Board of Directors,
         upon recommendation by the Compensation Committee.

       . If a division achieves pre-tax earnings less than the amounts shown for
         it as Goal 1 on Exhibits I and II, no awards will be paid to its
         employees except at the discretion of the Board of Directors, upon
         recommendation by the Compensation Committee.

       . All division participants will earn their awards dependent on their
         division's performance and their individual MBO performance.

       . Beginning with the achievement of Goal 1, the bonus potential
         percentage for each participant is linear between each goal with the
         corresponding increase in pre-tax earnings, up to the individual's
         maximum bonus potential percentage.

       . Positive or negative financial adjustments outside the control of
         management (such as, but not limited to, proceeds from insurance
         claims, gains or losses from the sale of capital assets, adoption of
         new generally accepted accounting pronouncements, etc.) will be
         assessed by the Board of Directors and the pre-tax earnings under the
         Plan may be adjusted for these items.

       . Any portion of the bonus pool not awarded to participants will be
         retained by the Company.

       . If a participant transfers between performance entities during the
         year, his or her incentive compensation will be based on the
         performance of the respective entities on a pro rata basis from his or
         her transfer date as determined by the President.

                                       2
<PAGE>

       . A participant must be an employee of the Company on the last day of the
         plan year (April 30) to be eligible to receive a bonus. In unusual
         circumstances, however, the Board of Directors, upon recommendation by
         the Compensation Committee, may grant a discretionary bonus.

       . The Board of Directors, upon recommendation by the Compensation
         Committee, may approve the pro rata participation of a participant who
         joins the Company or who is appointed to a key position within the
         Company after the outset of the Plan year, with a pro rata increase in
         the bonus pool.

4. PARTICIPANT'S BONUS POTENTIAL

   Each participant's bonus potential will be comprised of the following:

       . A Fixed Bonus equal to 75% of each participant's bonus potential will
         be based on achievement of corporate or divisional pre-tax earnings
         goals, as set forth in the Plan, and

       . A Discretionary Bonus up to the remaining 25% of each participant's
         bonus potential will be calculated, taking into account the
         participant's MBO achievements and other relevant factors during the
         year. The discretionary portion of each participant's bonus will take
         into account the participant's achievement of management goals
         established, and weighted, in July 2001, and approved by the President.
         The degree of achievement of these goals will be recommended by each
         participant's manager immediately subsequent to April 30, 2002, and the
         discretionary bonus, if any, will then be determined and awarded at the
         discretion of the Board of Directors, upon recommendation by the
         President and the Compensation Committee.

5. The Plan may be amended at any time by the Board of Directors.

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>dex13.txt
<DESCRIPTION>ANNUAL REPORTS TO STOCKHOLDERS
<TEXT>

<PAGE>

                    [KEWAUNEE Scientific Corporation Logo]


                               Annual Report 2001

                             [PICTURE APPEARS HERE]


        Fume Hoods            LAN Workstations            Modular Furniture

   Computer Enclosures         Wood Cabinetry            Laboratory Furniture

       Worksurfaces         Network Storage Racks          Steel Cabinetry


                       . . . . encouraging new discovery
<PAGE>

                     [KEWAUNEE Scientific Corporation Logo]

                               Corporate Profile

Kewaunee Scientific Corporation is a recognized leader in the design,
manufacture, and installation of scientific and technical furniture. The
Company's Corporate headquarters are located in Statesville, North Carolina. The
manufacturing facilities located in Statesville produce steel and wood
laboratory furniture, fume hoods, network storage systems, and worksurfaces. The
manufacturing facility located in Lockhart, Texas, produces technical furniture,
including workstations, workbenches, computer enclosures, and related
accessories, all to support local area computer networks and for the storage and
assembly of computers and light electronics.

                             [PICTURES APPEAR HERE]
<PAGE>

                              Financial Highlights

<TABLE>
<CAPTION>
                                                                    KEWAUNEE SCIENTIFIC CORPORATION
 $ in thousands, except per share data                 2001              2000       Percent Change
- --------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>           <C>
 OPERATING DATA:
 Net sales                                         $   77,059         $   74,798          +3.0
- ----------------------------------------------------------------------------------------------
 Gross profit                                      $   14,516         $   17,083         -15.0
- ----------------------------------------------------------------------------------------------
 Operating expenses                                $   12,156         $   12,429          -2.2
- ----------------------------------------------------------------------------------------------
 Operating earnings                                $    2,360         $    4,654         -49.3
- ----------------------------------------------------------------------------------------------
 Net earnings                                      $    1,277         $    3,561         -64.1
- ----------------------------------------------------------------------------------------------
 Net earnings per share
  Basic                                            $     0.52         $     1.45         -64.1
  Diluted                                          $     0.51         $     1.44         -64.6
- ----------------------------------------------------------------------------------------------
 Return on average equity                                 5.0%              15.1%           --
- ----------------------------------------------------------------------------------------------
 Cash dividends per share                          $     0.28         $     0.26          +7.7
==============================================================================================

 YEAR-END DATA:
 Cash and cash equivalents                         $      488         $        9      +5,322.2
- ----------------------------------------------------------------------------------------------
 Net working capital                               $   14,685         $   11,472         +28.0
- ----------------------------------------------------------------------------------------------
 Total borrowings/long-term debt                   $    2,997         $    2,555         +17.3
- ----------------------------------------------------------------------------------------------
 Stockholders' equity                              $   25,761         $   25,135          +2.5
- ----------------------------------------------------------------------------------------------
 Book value per share                              $    10.42         $    10.19          +2.3
- ----------------------------------------------------------------------------------------------
 Closing market price per share                    $    8.650         $   13.438         -35.6
==============================================================================================
</TABLE>

                               Table of Contents

<TABLE>
<S>  <C>                                         <C>  <C>
2    Letter to our Stockholders                  20   Reports of Independent Accountants
4    Product Profiles                                  and Management
8    Forward-Looking Statement Disclosure        21   Summary of Selected Financial Data
8    Management's Discussion and Analysis        22   Quarterly Financial Data
10   Financial Statements and Notes              23   Corporate Information
</TABLE>

                                       1
<PAGE>

                           Letter to our Stockholders

Fiscal year 2001 was an especially challenging year for Kewaunee, as it was for
many businesses and investors.

Sales for the year were $77,059,000, an increase of 3.0% over sales of
$74,798,000 in the prior year. Net earnings for the year were $1,277,000, or
$.51 per diluted share, as compared to net earnings of $3,561,000, or $1.44 per
diluted share, in the prior year.

Sales of laboratory products were relatively unchanged from the prior year, as
lower sales to our industrial research customers were offset by increased demand
from our educational customers. We entered the year in a soft industrial
research market that had begun in the previous year. This market improved during
our second quarter, before retreating further in the second half of the year.
The slowing economy and political uncertainty prior to the resolution of the
presidential election greatly reduced demand from our pharmaceutical customers,
as they placed a number of significant projects on hold during this time.

Rising student enrollments and anticipated future student growth continued to
fuel school construction and demand for our products. Despite the strength of
this market, profit margins in this business, which are traditionally lower than
those in the industrial research market, declined further during the year due to
competitive pricing pressures.

Assisted by strong demand for our new network storage system products in the
first half of the year, our technical products business achieved record sales
and earnings for the year. This was accomplished despite a progressively
weakening high-tech marketplace.

We made progress on a number of fronts during the year. One of our important
goals for the year was to increase our sales order backlog. We were successful
in increasing the backlog to $35.5 million at year end, up from $31.5 million at
the end of the prior year. The sales backlog for laboratory products increased
by $4.9 million, while the sales backlog for technical products declined by
$900,000. The year was made more challenging as we experienced much higher
energy costs and the continued escalation of healthcare costs.

Our new energy-efficient, Dynamic Barrier fume hood introduced late last year
continues to be well received in the marketplace. Customers find this product
appealing because of the energy saving and environmentally "green" features of
its design. This fume hood requires over 70% less exhaust air volume than a
traditional by-pass fume hood. Our new innovative network storage system for
hardware components used by the Internet and telecommunications markets was also
well accepted in the marketplace.

Our joint venture in Singapore, Kewaunee Labway Asia, had another successful
year. One of the highlights of the year was being awarded a contract from
General Electric to furnish our Dynamic Barrier fume hoods for the prestigious
John F. Welch Technology Centre in Bangalore, India. Our successful completion
of this project has provided us valuable recognition in the growing India
research market.

We continued the modernization of our Statesville, North Carolina factories.
Investments were made to upgrade our resin facility and related manufacturing
processes, providing significant improvements in manufacturing efficiencies and
reduced costs. This increased capacity now allows us to provide our unique
Kemresin product with its superior gloss finish for all Kewaunee projects.

Thomas F. Pyle resigned in February 2001, due to conflicts in his business
schedule, after serving as a Director of the Company since 1987. He made many
valuable contributions to the Company during his tenure, and he will be missed.
We are pleased to report that your Board has elected Silas Keehn to fill Mr.
Pyle's seat. Mr. Keehn, a resident of Winnetka, Illinois, is retired President
of the Federal Reserve Bank of Chicago.

                                       2
<PAGE>

                   [Corporate Officers Picture Appears Here]

                      Corporate Officers (left to right):
               (Seated) Eli Manchester, Jr., William A. Shumaker
   (Standing) D. Michael Parker, Roger L. Eggena, James J. Rossi, Kenneth E.
                            Sparks, Kurt P. Rindoks

OUTLOOK

We are optimistic about Kewaunee's long-term success and profitability.

The industrial research market, which has been soft for the past several years,
has recently shown signs of improvement, with pharmaceutical and chemical
companies moving forward on projects previously placed on hold. The future for
this market looks bright, as pharmaceutical companies are expected to increase
capital spending to fund new projects for research and development to meet the
needs of an aging population. School construction spending is expected to remain
strong for many years. We have developed several strategies and initiated a
number of actions to improve our profit margins and increase our market share in
this growth market.

Although the market for our technical products is expected to remain weak until
capital spending by high-tech companies improves, we feel we are well positioned
to take advantage of the growth projected in this area when the market rebounds.
We have recently introduced a new computer enclosure cabinet line, a superior
slotted-post workstation for component assembly, and a cost-effective TekRak
storage system for computer servers. We believe these new products should
contribute to our success next year.

In closing, we would like to thank our stockholders; our associates; our dealers
and direct sales representatives; and our national stocking distributor of
laboratory products, VWR International, for your continued support and
contributions.

Sincerely,

/s/ Eli Manchester, Jr.                 /s/ William A. Shumaker
- ------------------------------          ------------------------------
Eli Manchester, Jr.                     William A. Shumaker President,
Chairman of the Board                   Chief Executive Officer

July 2001

                                       3
<PAGE>

                              Laboratory Products

"Kewaunee Engineers Solutions"

[Picture Appears Here]

2001 PITTSBURGH CONFERENCE -
Kewaunee displays at the largest exhibition for scientific advancement in the
United States

With innovative products and services, Kewaunee's Laboratory Products Group
serves the needs of diverse markets, including:

 .  Pharmaceutical & Biotechnology
 .  Chemical & Industrial
 .  International
 .  Government
 .  Health Care
 .  University & Secondary School


Each of these unique laboratory environments requires sophisticated product
solutions, design and engineering expertise, and a timely installation.
"Kewaunee engineers solutions" by creatively utilizing our Casework Systems,
Fume Hoods, and Worksurfaces.

At the 2001 Pittsburgh Conference, R & D Magazine recognized two Kewaunee
projects in their 2001 Lab of the Year Awards. In the renovation category, the
University of Washington Rosen Building in Seattle took the top award. The
Pharmacia project in Skokie, Illinois received honorable mention in the new
construction category. These projects epitomize current trends in modern
laboratory design and reflect how unique applications of Kewaunee products met
the individual requirements of both clients.

Casework Systems

[Picture Appears Here]

PHARMACIA - Alpha System and carts with Discovery casework in light neutral and
driftwood

CTL, INC. - Alpha System, Trademark casework in light neutral and dutch blue;
Supreme Air fume hoods

Research needs are changing very rapidly, requiring flexible laboratory
furniture. Architects, lab designers, and facility engineers, along with the
ultimate users, are all part of the dynamic process of designing laboratories
for current and future needs. Kewaunee meets this challenge with a comprehensive
offering of high quality products and a sales organization fully prepared to
guide our customers through the design and product selection process.

Our Alpha System of reconfigurable casework, mobile carts, and workstations
incorporates innovative approaches for plumbing, electrical, and data needs of
the modern laboratory. The Research Collection of steel casework features five
distinctive design styles. Signature Series wood casework is available in oak or
maple and offers four design style options.

                                       4
<PAGE>

Fume Hoods

[Picture Appears Here]

PHARMACORE, INC. - Dynamic Barrier fume hoods, light neutral Contour casework
and black Kemresin tops

UNIVERSITY OF WASHINGTON - Supreme Air fume hoods, maple Style 5 casework and
Kemresin tops

In today's laboratory construction, the fume hood is a very sophisticated piece
of equipment. Fume hoods integrate with all of the major building systems:
ventilation, plumbing, and electrical. With the high cost of energy and a
national focus on environmental issues, energy conservation in the lab is an
important design challenge. Kewaunee's Dynamic Barrier fume hood leads the way
in energy conservation with a 70% savings over traditional fume hoods.

Our Supreme Air Series fume hoods are comprised of a variety of models and
comprehensive option packages, enabling a hood to be tailored to the specific
application needs of any laboratory.

Worksurfaces

[Picture Appears Here]

SHERANDO HIGH SCHOOL - Black Kemresin tops and Silhouette oak casework, fawn
finish

CONSTRUCTION TECHNOLOGY LABORATORIES, INC. - Kemresin Lite tops and Trademark
casework in light neutral and dutch blue

The durability required for worksurfaces is unique at every facility. Whether it
is to withstand student experimentation found in an educational institution, or
the harsh chemical usage in industrial environments, our high-gloss Kemresin
tops meet the challenge.

Kemresin and Kemresin Lite work tops are manufactured exclusively by Kewaunee.
Each top is custom made and installed according to configurations and
applications required for each assembly. These worksurfaces have excellent
resistance to acids, alkalies, and solvents throughout, and feature an ultra
smooth, non-porous surface.

                                       5
<PAGE>

                              Technical Furniture

"Ingenuity @ Work"

[Picture Appears Here]

Evolution storage, shelving, lighting, and utilities can be configured for many
applications

The flexibility of Evolution for LANs provides for efficient management of
equipment in computer intensive environments

The Technical Furniture Group serves a diverse and rapidly changing high-tech
marketplace. "Ingenuity @ Work" aptly describes our ability to serve the needs
of many markets, including:

 .  High-Tech Electronic Research and Development
 .  High-Tech Electronics Manufacturing
 .  Computer and Data Network Centers (LAN/WAN/Broadband/Internet)
 .  Telecommunications Network Centers
 .  Engineering and Ergonomic Environments

Our product development and manufacturing capabilities allow for effective
utilization and customization of our modular product lines. We can readily react
to these evolving technologies and markets.

Panja Inc. is one of the many customers who has benefited from our ingenious
solutions that address the requirements of technically sophisticated facilities.
We designed dual-purpose workstations in a vertical configuration, which allows
for increased productivity with less floor space.

Pedestal Based Systems

[Picture Appears Here]

The Peter Kiewit Institute at the University of Nebraska, Omaha chose Sturdilite
to meet their various needs

Sturdilite technical workstations combine functionality and durability. EDS
control options add to their versatility

Designing, engineering, creating, and testing the sophisticated electronics that
are essential to today's high-tech business and consumer oriented products
require robust and technically advanced work areas. The time-proven durability
and quality offered by the Sturdilite product line meet the needs of equipment
intensive environments that require a variety of storage options. In many
applications, the electro-static discharge (ESD) capabilities of our furniture
are integral to creating successful work environments. Our products meet the
stringent national standards for ESD control.

The ability to modify our product to meet a customer's specific requirements is
often employed to accommodate varied electrical power needs at the same
workstation. We can customize placement of data ports to optimize the networking
capabilities of sophisticated equipment. Importantly, as technology changes and
increases, we help customers maximize their productivity and ergonomics within
virtually any working environment.

                                       6
<PAGE>

Modular Systems

[Picture Appears Here]

PANJA INC. - Evolution workstations provide a unique answer to cable management

Evolution's modular flexibility is ideal for arranging power outlets, cable
raceways, storage provisions, and overhead lighting

Requirements for rapid mobilization or reconfiguration within engineering,
testing, and production lead customers to the new slotted-post workstation
product line or the highly adaptable Evolution product line.

The modular nature of these products provides a flexible approach to creating
ideal working environments because they can accommodate a wide host of options
and accessories from workstation to workstation. When the application calls for
sophisticated designs to interface with robotic automation and automated
conveyors, our sales and engineering staff team up with project managers,
production engineers, contractors, other equipment providers, and the ultimate
users to meet their needs.

Enclosures

[Picture Appears Here]

The enclosure offering includes options such as double doors for co-location
data centers, easy-to-open side panels, cooling fans, and comprehensive wire
management

The power of Kewaunee ingenuity is very apparent to those involved in creating
and maintaining the rapidly growing data network infrastructure. Our 300 Series
and 500 Series enclosure cabinets incorporate best-of-class features that
provide extraordinary flexibility in organizing storage solutions for
technology. The Evolution for LANs enclosure provides an air-cooled,
contamination-free, secured housing for confidential computer files.

When open racking is the desired approach to housing servers and networking
equipment, Kewaunee's Network Storage Rack System offers unparalleled
installation advantages and built-in seismic qualities to protect vital network
equipment.

                                       7
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report, including the Letter to Stockholders,
narrative text, captions and Management's Discussion and Analysis of Financial
Condition and Results of Operations, 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 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.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Sales for fiscal year 2001 were $77.1 million, up 3.0% from fiscal year 2000
sales of $74.8 million. Sales of laboratory products were relatively unchanged
from the prior year, as sales were adversely impacted when industrial research
customers rescheduled delivery dates beyond the current year for a number of
large orders due to construction delays. The Company experienced record sales
during the year for its technical products, as demand for these, including the
new network storage system products, was particularly strong in the first half
of the year. The slowdown in spending in the high-tech industry significantly
reduced demand for the Company's technical products late in the year.

Sales for fiscal year 2000 decreased 3.5% from fiscal year 1999 sales of $77.5
million. The sales decrease for the 2000 fiscal year resulted from a softer
research market for laboratory products, partially offset by strong sales of
technical furniture products and increased sales of laboratory products to
educational customers. The Company's unfilled sales order backlog increased to
$35.5 million at April 30, 2001, up from $31.5 million at April 30, 2000, and
$27.0 million at April 30, 1999.

Gross profit represented 18.8%, 22.8%, and 22.8% of sales in fiscal years 2001,
2000, and 1999, respectively. The gross profit margin in fiscal year 2001 was
adversely affected by lower selling prices of laboratory products and an
unfavorable sales mix between higher margin industrial research projects and
lower margin educational projects. Prices in the educational laboratory market
declined further during the year, as companies pursued this business to offset
the impact of the continuing weakness in the industrial research market. Margins
for the year were also impacted by higher energy costs and the continued
escalation of healthcare costs. As compared to fiscal year 1999, the gross
profit margin in fiscal year 2000 was favorably affected by improved
manufacturing efficiencies and reduced manufacturing costs at the Company's
Statesville, North Carolina facility, as well as increased sales of technical
products. The impact of these factors was offset by lower sales volumes and a
change in the product sales mix of laboratory products.

Operating expenses were $12.2 million, $12.4 million, and $12.3 million in
fiscal years 2001, 2000, and 1999, respectively, and 15.8%, 16.6%, and 15.9% of
sales, respectively. In fiscal year 2001, the decline in operating

                                       8
<PAGE>

expenses resulted primarily from the impact of cost reduction activities
implemented during the year. The modest increase in operating expenses in fiscal
year 2000 was primarily attributable to inflationary factors.

Other expense and income was an expense of $276,000 in fiscal year 2001,
compared to income of $326,000 and $325,000 in fiscal years 2000 and 1999,
respectively. Other expense in fiscal year 2001 included a charge of $391,000
associated with a resolution of a dispute between the Company and a general
contractor on a construction project completed in 1990. Other income in fiscal
years 2000 and 1999 included income of $244,000 and $295,000, respectively, from
collections associated with a litigation settlement with certain suppliers for
overcharges in earlier years. Interest expense was $246,000, $169,000, and
$96,000 in fiscal years 2001, 2000, and 1999, respectively. The change in
interest expense for fiscal years 2001, 2000, and 1999 resulted primarily from
changes in the levels of borrowings during each year.

The Company recorded income tax expense of $561,000 in fiscal year 2001, as
compared to income tax expense of $1.3 million and $2.2 million in fiscal years
2000 and 1999, respectively. The effective rate was 30.5%, 26.0%, and 39.5% of
pretax earnings in fiscal years 2001, 2000, and 1999, respectively. The fiscal
years 2001 and 2000 effective tax rates were reduced by federal and state tax
credits for research and development activities, as well as state tax credits
available for purchases of machinery and equipment. Net earnings decreased to
$1.3 million, or $0.51 per diluted share, in fiscal year 2001, from $3.6
million, or $1.44 per diluted share, in fiscal year 2000. Net earnings were $3.4
million, or $1.38 per diluted share, in fiscal year 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity have been funds generated from
operating activities, supplemented as needed by the Company's credit facility.
The Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures.

Operating activities provided cash of $2.4 million, $2.2 million, and $1.3
million in fiscal years 2001, 2000, and 1999, respectively, primarily from
earnings in each of these years. Working capital increased to $14.7 million at
April 30, 2001, from $11.5 million at April 30, 2000, and the ratio of current
assets to current liabilities increased to 2.5-to-1 at April 30, 2001 from 2.0-
to-1 at April 30, 2000.

At April 30, 2001, the Company had no advances outstanding under its $6 million
revolving credit loan.

Capital expenditures of $1.7 million, $3.4 million, and $3.7 million in fiscal
years 2001, 2000, and 1999, respectively, were funded by cash provided by
operating activities and $3.1 million borrowed in February 2001 under a 5-year
bank note. Fiscal year 2002 capital expenditures are not expected to differ
significantly from expenditures in fiscal year 2001 and are expected to be
funded primarily by operating activities.

The Company paid cash dividends of $.28 per share, $.26 per share, and $.22 per
share in fiscal years 2001, 2000, and 1999, respectively. In the third quarter
of fiscal year 2000, the Company increased its quarterly cash dividend to seven
cents per share from six cents per share. The Company expects to pay dividends
in the future in line with the Company's actual and anticipated future operating
results.

RECENT ACCOUNTING STANDARDS

In fiscal year 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which established new standards of accounting and reporting for
derivative instruments and hedging activities. The adoption of SFAS No. 133 had
no significant effect on the Company's financial condition or results of
operations. In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 summarizes certain areas of the Staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company believes that its current revenue recognition policies
comply with SAB 101.

                                       9
<PAGE>

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30                                                KEWAUNEE SCIENTIFIC CORPORATION

$ and shares in thousands, except share amounts                    2001          2000          1999
- -----------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>            <C>
Net sales                                                       $ 77,059      $ 74,798       $ 77,478
Costs of products sold                                            62,543        57,715         59,782
- -----------------------------------------------------------------------------------------------------
Gross profit                                                      14,516        17,083         17,696
Operating expenses                                                12,156        12,429         12,315
- -----------------------------------------------------------------------------------------------------
Operating earnings                                                 2,360         4,654          5,381
Other (expense) income                                              (276)          326            325
Interest expense                                                    (246)         (169)           (96)
- -----------------------------------------------------------------------------------------------------
Earnings before income taxes                                       1,838         4,811          5,610
Income tax expense                                                   561         1,250          2,214
- -----------------------------------------------------------------------------------------------------
Net earnings                                                    $  1,277      $  3,561       $  3,396
=====================================================================================================
Net earnings per share
  Basic                                                         $   0.52      $   1.45       $   1.40
  Diluted                                                       $   0.51      $   1.44       $   1.38
=====================================================================================================
Weighted average number of common shares outstanding
  Basic                                                            2,467         2,456          2,432
  Diluted                                                          2,490         2,478          2,464
=====================================================================================================
</TABLE>

                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30                                                   KEWAUNEE SCIENTIFIC CORPORATION

                                                              Additional
$ in thousands,                                    Common      Paid-in     Retained      Treasury    Total Stockholders'
except share amounts                               Stock       Capital     Earnings        Stock           Equity
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>          <C>           <C>            <C>
Balance at April 30, 1998                          $6,550       $144       $13,568       $(1,223)         $19,039
Net Earnings                                           --         --         3,396            --            3,396
Cash dividends declared, $.22 per share                --         --          (535)           --             (535)
Stock options exercised, 21,500 shares                 --          4            --           128              132
- -----------------------------------------------------------------------------------------------------------------
Balance at April 30, 1999                           6,550        148        16,429        (1,095)          22,032
=================================================================================================================
Net Earnings                                           --         --         3,561            --            3,561
Cash dividends declared, $.26 per share                --         --          (639)           --             (639)
Stock options exercised, 29,875 shares                 --          6            --           178              184
Purchase of treasury stock, 300 shares                 --         --            --            (3)              (3)
- -----------------------------------------------------------------------------------------------------------------
Balance at April 30, 2000                           6,550        154        19,351          (920)          25,135
=================================================================================================================
Net earnings                                           --         --         1,277            --            1,277
Cash dividends declared, $.28 per share                --         --          (690)           --             (690)
Stock options exercised, 7,501 shares                  --         (4)           --            44               40
Purchase of treasury stock, 130 shares                 --         --            --            (1)              (1)
- -----------------------------------------------------------------------------------------------------------------
Balance at April 30, 2001                          $6,550       $150       $19,938       $  (877)         $25,761
=================================================================================================================
</TABLE>

   The accompanying Notes are an integral part of these Financial Statements

                                       10
<PAGE>

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
APRIL 30                                                            KEWAUNEE SCIENTIFIC CORPORATION
 ASSETS $ and shares in thousands, except share amounts                     2001         2000
- ----------------------------------------------------------------------------------------------------
<S>                                                                     <C>           <C>
CURRENT ASSETS
Cash and cash equivalents                                               $      488    $       9
Receivables, less allowance $389 (2001); $490 (2000)                        17,629       17,993
Inventories                                                                  4,370        3,499
Deferred income taxes                                                          915        1,151
Prepaid income taxes                                                           758           --
Prepaid expenses and other current assets                                      498          380
- -----------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                        24,658       23,032
- -----------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Land                                                                            98          109
Buildings and improvements                                                  13,857       13,846
Machinery and equipment                                                     20,789       19,287
- -----------------------------------------------------------------------------------------------
Property, plant and equipment                                               34,744       33,242
Accumulated depreciation                                                   (21,825)     (19,736)
- -----------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                                           12,919       13,506
- -----------------------------------------------------------------------------------------------
OTHER ASSETS                                                                 3,292        2,778
- -----------------------------------------------------------------------------------------------
TOTAL ASSETS                                                            $   40,869    $  39,316
===============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Short-term borrowings                                                   $       --    $   2,555
Current portion of long-term debt                                              620           --
Accounts payable                                                             5,334        5,412
Employee compensation and amounts withheld                                   1,446        1,352
Deferred revenue                                                             1,024          508
Other accrued expenses                                                       1,549        1,733
- -----------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                    9,973       11,560
- -----------------------------------------------------------------------------------------------
LONG TERM DEBT                                                               2,377           --
DEFERRED INCOME TAXES                                                        1,063          944
ACCRUED EMPLOYEE BENEFIT PLAN COSTS                                          1,695        1,677
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                           15,108       14,181
- -----------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS' EQUITY
Common stock, $2.50 par value
  Authorized-5,000 shares; Issued-2,620 shares                               6,550        6,550
Additional paid-in-capital                                                     150          154
Retained earnings                                                           19,938       19,351
Common stock in treasury, at cost
  147 shares (2001); 154 (2000)                                               (877)        (920)
- -----------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                  25,761       25,135
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   40,869    $  39,316
===============================================================================================
</TABLE>

   The accompanying Notes are an integral part of these Financial Statements

                                       11
<PAGE>

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30                                            KEWAUNEE SCIENTIFIC CORPORATION

$ in thousands                                                      2001       2000      1999
- -----------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                                     $  1,277    $ 3,561    $ 3,396
Adjustments to reconcile net earnings to net
 cash provided by operating activities:
  Depreciation                                                      2,168      1,968      1,565
  Bad debt provision                                                  144        123         16
  Deferred income tax expense (benefit)                               355       (255)       479
  Increase in prepaid income taxes                                   (758)        --         --
  Decrease (increase) in receivables                                  220       (885)    (3,428)
  (Increase) decrease in inventories                                 (871)      (559)       770
  Decrease in accounts payables
    and accrued expenses                                             (168)    (1,728)      (554)
  Other, net                                                           (1)       (30)      (903)
- -----------------------------------------------------------------------------------------------
Net cash provided by operating activities                           2,366      2,195      1,341
- -----------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                               (1,678)    (3,352)    (3,678)
- -----------------------------------------------------------------------------------------------
Net cash used in investing activities                              (1,678)    (3,352)    (3,678)
- -----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid                                                       (690)      (639)      (535)
Net (decrease) increase in short-term borrowings                   (2,555)     1,616        939
Proceeds from long-term debt                                        3,100         --         --
Payments on long-term debt                                           (103)        --         --
Proceeds from exercise of stock options
  (including tax benefit)                                              40        184        132
Purchase of treasury stock                                             (1)        (3)        --
- -----------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities                  (209)     1,158        536
- -----------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      479          1     (1,801)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          9          8      1,809
- -----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                          $   488   $      9    $     8
===============================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Interest paid                                                   $   266   $    159    $    82
  Income taxes paid                                               $ 1,196   $  1,080    $ 2,321
===============================================================================================
</TABLE>

   The accompanying Notes are an integral part of these Financial Statements

                                       12
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Kewaunee Scientific Corporation (the "Company") is a manufacturer of scientific
and technical furniture, including wood and steel laboratory furniture, fume
hoods, network storage systems, worksurfaces, workstations, workbenches,
computer enclosures, and other related accessories. Sales are made through
purchase orders and contracts submitted by customers, the Company's dealers and
agents, a national distributor, and competitive bids submitted by the Company.
The majority of the Company's products are sold to customers located in North
America, primarily within the United States. The Company's laboratory products
are used in chemistry, physics, biology, and other general science laboratories
in the pharmaceutical, biotechnology, industrial, chemical, commercial,
education, government, and health care markets. Technical products are used in
manufacturing facilities of computers and light electronics and by users of
computer and networking furniture.

Cash and Cash Equivalents   Cash and cash equivalents consist of cash on hand
and highly liquid investments with original maturities of three months or less.

Inventories   Inventories are valued at the lower of cost or market. Cost has
been determined using the last-in, first-out (LIFO) method for all inventories.

Property, Plant and Equipment   Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is determined for financial
reporting purposes, principally on the straight-line method over the estimated
useful lives of the individual assets or, for leaseholds, over the terms of the
related leases, if shorter. Straight-line and accelerated methods of
depreciation have been used for income tax purposes. The lives, by category,
generally are as follows: buildings and improvements, 10-40 years; leasehold
improvements, 10 years; furniture, fixtures, and office equipment, 3-5 years;
computer equipment, 3-5 years; factory machinery and vehicles, 5-10 years.
Management reviews the carrying value of property, plant and equipment for
impairment whenever changes in circumstances or events indicate that such
carrying value may not be recoverable.

Use of Estimates   The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
Significant estimates impacting the accompanying financial statements include
the allowance for uncollectible accounts receivable, inventory valuation, and
pension liabilities.

Fair Value of Financial Instruments   The Company's financial instruments
include cash and cash equivalents, cash surrender value of life insurance
policies, long-term debt, and short-term borrowings. Management believes the
carrying value of these assets and liabilities approximate fair value.

Sales Recognition   Product sales are generally recognized at the date of
shipment, or when customers have purchased and accepted title of the goods, but
requested the Company to store the finished goods on the customer's behalf.
Product sales for fixed-price construction contracts are recognized under the
percentage-of-completion method of accounting, with sales revenue allocated
based on costs incurred for products completed and shipped to the customer.
Service revenue for installation of product sold is recognized as the work is
performed. Accounts receivable includes retainage in the amounts of $1,796,000
and $1,971,000 at April 30, 2001 and April 30, 2000, respectively, on certain
sales made under contractual agreements. Warranty costs are expensed as
incurred.

Credit Concentration   The Company's credit risk is generally not concentrated
with any one customer or industry, although the Company does enter into large
contracts with individual customers from time to time. The Company performs
credit evaluations of its customers.

Income Taxes   Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

                                       13
<PAGE>

Advertising Costs   The Company expenses advertising costs as incurred,
including trade shows, training materials, sales samples, catalogs, and other
related expenses. Advertising costs for the years ended April 30, 2001, 2000,
and 1999 were $705,000, $714,000, and $913,000, respectively.

Earnings Per Share   Basic earnings per share is based on the weighted average
number of common shares outstanding during the year. Diluted earnings per share
reflects the assumed exercise and conversion of outstanding options under the
Company's stock option plans, except when options have an antidilutive effect.

Reclassifications   Certain prior year accounts have been reclassified to
conform with current year presentation.

Recent Accounting Standards   In fiscal year 2001, the Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which established new standards of
accounting and reporting for derivative instruments and hedging activities. The
adoption of SFAS No. 133 had no significant effect on the Company's financial
condition or results of operations. In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). SAB 101 summarizes certain
areas of the Staff's views in applying generally accepted accounting principles
to revenue recognition in financial statements. The Company believes that its
current revenue recognition policies comply with SAB 101.

NOTE 2--INVENTORIES

The Company's inventories at April 30 consisted of:

 $ in thousands                          2001       2000
 --------------------------------------------------------
 Finished goods                         $1,023     $  673
 Work-in-process                         1,455        932
 Materials and components                1,892      1,894
 --------------------------------------------------------
 Total inventories                      $4,370     $3,499
 ========================================================

If inventories had been determined using the first-in, first-out (FIFO) method
at April 30, 2001 and 2000, reported inventories would have been $2.3 million
and $2.2 million greater, respectively.

NOTE 3--LONG-TERM DEBT AND OTHER CREDIT ARRANGEMENTS

Long-term debt consisted of the following at April 30:

$ in thousands                            2001              2000
- ----------------------------------------------------------------
Notes payable, bank                      $2,997               --
- ----------------------------------------------------------------
Less - current portion                      620               --
- ----------------------------------------------------------------
Long-term portion                        $2,377               --
================================================================

In February 2001, the Company borrowed $3.1 million under a bank note
collateralized by certain machinery and equipment. The loan is repayable in 60
equal monthly installments plus interest. The note includes certain financial
covenants as to tangible net worth, funds flow coverage, current ratio, and
ratio of liabilities to tangible net worth.

In January 2001, the Company amended its bank unsecured revolving credit loan
from $3 million to $6 million and extended it through December 2002. At April
30, 2001, no advances were outstanding under this loan.

Monthly interest payments are payable under the bank note and revolving credit
loan calculated at the lower of (1) the LIBOR Market Index Rate plus 1.75%, or
(2) the lender's Prime Rate minus .75%. The borrowing rate was 6.2% at April 30,
2001.

                                       14
<PAGE>

NOTE 4--INCOME TAXES

The income tax expense consisted of the following:

 $ in thousands                                    2001      2000       1999
 ----------------------------------------------------------------------------
 Current tax expense:
  Federal                                         $ 188    $ 1,320    $ 1,417
  State and local                                    18        185        318
 ----------------------------------------------------------------------------
 Total current tax expense                          206      1,505      1,735
 ----------------------------------------------------------------------------
 Deferred tax expense (benefit):
  Federal                                           310         42        395
  State and local                                    45       (297)        84
 ----------------------------------------------------------------------------
 Total deferred tax expense (benefit)               355       (255)       479
 ----------------------------------------------------------------------------
 Net income tax expense                           $ 561    $ 1,250    $ 2,214
 ============================================================================

The reasons for the differences between the above net income tax expense and the
amounts computed by applying the statutory federal income tax rates to earnings
before income taxes are as follows:

  $ in thousands                                      2001      2000     1999
  ----------------------------------------------------------------------------
  Income tax expense at statutory rate              $  625    $1,636    $1,907
  State and local taxes, net of federal
    income tax benefit                                  85       221       266
  Tax credits                                         (232)     (654)       --
  Other items, net                                      83        47        41
  ----------------------------------------------------------------------------
  Net income tax expense                            $  561    $1,250    $2,214
  ============================================================================

Significant items comprising the Company's deferred tax assets and liabilities
as of April 30 were as follows:

  $ in thousands                                        2001         2000
  -------------------------------------------------------------------------
  Deferred tax assets:
    Accrued employee benefit expenses                 $   658      $    800
    Allowance for doubtful accounts                       160           208
    Inventory reserves and capitalized costs               70           135
    Other                                                  27             8
  -------------------------------------------------------------------------
  Total deferred tax assets                               915         1,151
  -------------------------------------------------------------------------
  Deferred tax liabilities:
    Book basis in excess of tax basis
     of property, plant and equipment                  (1,063)         (944)
  -------------------------------------------------------------------------
  Total deferred tax liabilities                       (1,063)         (944)
  -------------------------------------------------------------------------
  Net deferred tax assets (liabilities)               $  (148)     $    207
  =========================================================================

                                       15
<PAGE>

NOTE 5--STOCK OPTIONS

During fiscal year 1992, stockholders approved the 1991 Key Employee Stock
Option Plan, and the plan was subsequently amended to increase the number of
shares available for options under the plan to 230,000. Options were granted at
not less than the fair market value at the date of grant. Options are
exercisable in such installments, for such terms (up to 10 years), and at such
times, as the Board of Directors may determine at the time of the grant. At
April 30, 2001, no shares were available for future grants under the plan.

During fiscal year 1994, the stockholders approved the 1993 Stock Option Plan
for Directors. This plan allows the Company to grant options on 40,000 shares of
the Company's common stock. Each non-employee director of the Company is
eligible to receive an option to purchase 5,000 shares of the Company's common
stock on the effective date of the plan or on the date of commencement of
service as a director. Options are exercisable in four equal, annual
installments and expire five years from the date of grant. Options are granted
at the fair market value at the date of grant. At April 30, 2001, there were
10,000 shares available for future grants under the plan. No shares may be
granted under the plan after August 25, 2001.

During fiscal year 2001, stockholders approved the 2000 Key Employee Stock
Option Plan. This plan allows the Company to grant options on 100,000 shares of
the Company's common stock. Options are granted at not less than the fair market
value at the date of grant. Options are exercisable in such installments, for
such terms (up to 10 years), and at such times, as the Board of Directors may
determine at the time of the grant. At April 30, 2001, there were 100,000 shares
available for future grants under the plan.

The Company utilized treasury stock to satisfy the stock options exercised
during fiscal years 2001, 2000, and 1999. Stock option activity and weighted
average exercise price is summarized as follows:

<TABLE>
                                                        2001               2000                  1999
                                                 ----------------------------------------------------------
                                                 OPTIONS    PRICE    Options      Price    Options    Price
- -----------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>      <C>         <C>       <C>        <C>
Outstanding at beginning of year                 115,775    $ 8.28    124,500    $  6.85   110,250    $ 4.48
Granted                                           43,750     10.13     28,150      10.38    35,750     12.00
Canceled                                              --        --     (7,000)     10.34        --       --
Exercised                                         (7,501)     3.50    (29,875)      3.82   (21,500)     3.25
- ------------------------------------------------------------------------------------------------------------
Outstanding at end of year                       152,024    $ 9.04    115,775    $  8.28   124,500   $  6.85
============================================================================================================
Exercisable at end of year                        66,420    $ 7.27     47,568    $  5.80    46,304   $  4.34
============================================================================================================
</TABLE>

The options outstanding and weighted average exercise price within the following
price ranges at April 30, 2001 are as follows:

<TABLE>
<S>                                                         <C>           <C>           <C>
Exercise price range                                        $2.31-$3.25   $3.87-$4.62   $8.13-$12.00
- ----------------------------------------------------------------------------------------------------
Options outstanding                                             6,125        25,249        120,650
Weighted average exercise price                                 $2.62         $4.14         $10.39
Weighted average remaining contractual life (years)              4.1           3.8            8.2
====================================================================================================
</TABLE>

The options exercisable and weighted average exercise price within the following
price ranges at April 30, 2001 are as follows:

Exercise price range                $2.31-$3.25   $3.87-$4.62   $8.13-$12.00
- ----------------------------------------------------------------------------
Options exercisable                     6,125        25,249        35,046
Weighted average exercise price         $2.62         $4.14        $10.33
============================================================================

Fair Value Disclosures   The Company applies APB Opinion No. 25 and its related
interpretations in accounting for its stock option plans. Accordingly, no
compensation cost has been recognized for these plans. Had compensation costs
for these plans been determined based on the fair value at the grant dates for
awards under the plans consistent with the method of SFAS No. 123, the Company's
net earnings and net earnings per share for fiscal years 2001, 2000, and 1999
would have been reduced to the pro forma amounts indicated as follows:

                                       16
<PAGE>

                                            2001      2000      1999
- ---------------------------------------------------------------------
Net earnings (in thousands)
As reported                               $1,277     $3,561    $3,396
Pro forma                                  1,212      3,488     3,332
=====================================================================
Net earnings per share - Basic
As reported                               $  .52     $ 1.45    $ 1.40
Pro forma                                    .49       1.42      1.37
=====================================================================
Net earnings per share - Diluted
As reported                               $  .51     $ 1.44    $ 1.38
Pro forma                                    .49       1.41      1.35
=====================================================================

The estimated weighted average fair value of options granted under the Company's
stock option plans was $4.70 in 2001, $4.74 in 2000, and $5.91 in 1999. The
options were valued using the Black-Scholes option-pricing model with the
following assumptions used for 2001, 2000, and 1999: dividend yield of 2.5%,
2.5%, and 2.0%; expected volatility of 50%, 49%, and 52%; risk-free interest of
5.80%, 5.81%, and 5.20%; and an expected life of 7.25 years.

NOTE 6--COMMITMENTS AND CONTINGENCIES

The Company is involved in certain claims and legal proceedings in the normal
course of business which management believes will not have a material adverse
effect on the financial condition or results of operations of the Company.

The Company has entered into various operating lease agreements for machinery
and equipment. Most leases provide the Company with certain early cancellation
rights, as well as renewal and purchase options. Rent expense was $561,000,
$578,000, and $577,000 in fiscal years 2001, 2000, and 1999, respectively.

Under the terms of these agreements, future minimum lease payments for the years
ended April 30 are as follows:

$ in thousands                                  Amount
- ------------------------------------------------------
 2002                                           $  486
 2003                                              444
 2004                                              432
 2005                                              298
 2006                                              268
 Thereafter                                        271
- ------------------------------------------------------
 Total minimum lease payments                   $2,199
======================================================

NOTE 7--RETIREMENT BENEFITS

The Company has non-contributory defined benefit pension plans covering
substantially all salaried and hourly employees. The defined benefit plan for
salaried employees provides pension benefits that are based on each employee's
years of service and average annual compensation during the last 10 consecutive
calendar years of employment. The benefit plan for hourly employees provides
benefits at stated amounts based on years of service. The Company's funding
policy is to make regular contributions to fund the plans during the
participant's working lifetime, which have met ERISA's funding requirements.
Plan assets consist primarily of mutual funds.

                                       17
<PAGE>

The change in benefit obligations and the change in fair value of plan assets
for the non-contributory defined pension plans for each of the years ended April
30 are summarized as follows:

$ in thousands                                        2001           2000
- --------------------------------------------------------------------------
CHANGE IN BENEFIT OBLIGATIONS
Benefit obligations, beginning of year            $  7,585        $  7,774
Service cost                                           324             349
Interest cost                                          581             558
Actuarial loss (gain)                                  439            (791)
Actual benefits paid                                  (336)           (305)
- --------------------------------------------------------------------------
Benefit obligations, end of year                  $  8,593        $  7,585
==========================================================================
CHANGE IN PLAN ASSETS
Fair value of plan assets, beginning of year      $  7,084        $  7,007
Actual (loss) return on plan assets                   (259)            258
Actual company contributions                           687             124
Actual benefits paid                                  (336)           (305)
- --------------------------------------------------------------------------
Fair value of plan assets, end of year            $  7,176        $  7,084
==========================================================================
FUNDED STATUS AND PREPAID (ACCRUED)
Funded status of plans                            $ (1,417)       $   (501
Unrecognized net transition obligation                  --              --
Unrecognized prior service cost                         73              84
Unrecognized net loss                                1,781             467
- --------------------------------------------------------------------------
Prepaid pension cost                              $    437        $     50
==========================================================================
AMOUNTS RECOGNIZED IN THE
STATEMENT OF FINANCIAL POSITION
- --------------------------------------------------------------------------
Prepaid pension cost                              $    437        $     50
==========================================================================
WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate, end of year                            7.50%           8.00%
Expected return on plan assets                        9.00%           9.00%
Rate of compensation increase                         5.00%           5.00%
- --------------------------------------------------------------------------

The components of the net periodic pension costs for each of the three years
ended April 30 are as follows:

$ in thousands                            2001     2000     1999
- ----------------------------------------------------------------
Service cost                             $ 324    $ 349    $ 340
Interest cost                              581      558      512
Expected return on plan assets            (640)    (623)    (582)
Amortization of transition asset            --      (32)     (32)
Amortization of prior service cost          11       11       11
Recognition of net loss                     23       24       19
- ----------------------------------------------------------------
Net periodic pension cost                $ 299    $ 287    $ 268
================================================================

The Company has a defined contribution plan covering substantially all salaried
and hourly employees. The plan provides benefits to all employees who have
attained age 21, completed six months of service, and who elect to participate.
The Company makes matching contributions equal to 50% of the qualifying employee
contribution, up to a maximum employer contribution of 2% of the participant's
compensation. Contributions by the Company in fiscal years 2001, 2000, and 1999
were $267,000, $239,000, and $213,000, respectively.

                                       18
<PAGE>

NOTE 8--SEGMENT INFORMATION

The Company's operations are classified into two business segments: laboratory
products and technical products. The laboratory products segment principally
designs, manufactures, and installs steel and wood laboratory furniture,
worksurfaces, and fume hoods. The technical products segment principally
manufactures and sells technical furniture including network storage systems,
workstations, workbenches, computer enclosures, and related accessories. Sales
to individual foreign countries did not exceed 2% of any segment sales.

Profits by business segment represent net revenues, less costs associated with
goods sold and operating expenses. Intersegment transactions are recorded at
normal profit margins with appropriate eliminations of intercompany profits.
Portions of corporate expenses are included in each segment. Unallocated
corporate expenses are included in the corporate column below. Corporate assets
include LIFO inventory reserve, fixed assets, prepaid and deferred tax assets,
prepaid expenses, and cash surrender value of life insurance policies.

The following table shows net sales, profits, and other financial information by
business segment for the fiscal years ended April 30, 2001, 2000, and 1999:

<TABLE>
<CAPTION>
                                                   Laboratory       Technical
$ in thousands                                      Products        Products    Corporate     Total
- ----------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>        <C>         <C>
 FISCAL YEAR ENDED APRIL 30, 2001:
 Revenues from external customers                   $  61,964       $ 15,095   $     --    $  77,059
 Intersegment revenues                                     --            262       (262)          --
 Depreciation                                           1,896            268          4        2,168
 Segment profit                                         1,160          1,598       (920)       1,838
 Segment assets                                        32,695          4,756      3,418       40,869
 Expenditures for segment fixed assets                  1,608             68          2        1,678
 Net sales to customers in foreign countries            1,790            498         --        2,288
====================================================================================================
 FISCAL YEAR ENDED APRIL 30, 2000:
 Revenues from external customers                   $  61,678       $ 13,120   $     --    $  74,798
 Intersegment revenues                                     --            319       (319)          --
 Depreciation                                           1,699            263          6        1,968
 Segment profit                                         3,541          1,451       (181)       4,811
 Segment assets                                        30,867          6,320      2,129       39,316
 Expenditures for segment fixed assets                  3,210            139          3        3,352
 Net sales to customers in foreign countries            2,399            277         --        2,676
====================================================================================================
 FISCAL YEAR ENDED APRIL 30, 1999:
 Revenues from external customers                   $  67,633       $  9,845   $     --    $  77,478
 Intersegment revenues                                     --            424       (424)          --
 Depreciation                                           1,322            236          7        1,565
 Segment profit                                         5,239            567       (196)       5,610
 Segment assets                                        29,243          5,237      1,555       36,035
 Expenditures for segment fixed assets                  3,524            154         --        3,678
 Net sales to customers in foreign countries            1,897          1,115         --        3,012
====================================================================================================
</TABLE>

Revenues from one customer of the Company represented 13%, 11%, and 12% of the
Company's total sales in fiscal years 2001, 2000, and 1999, respectively.

                                       19
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF KEWAUNEE SCIENTIFIC CORPORATION

In our opinion, the accompanying balance sheets and the related statements of
operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Kewaunee Scientific Corporation
(the "Company") at April 30, 2001 and 2000 and the results of its operations and
its cash flows for each of the three years in the period ended April 30, 2001,
in conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

Charlotte, North Carolina

June 1, 2001


                  MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF KEWAUNEE SCIENTIFIC CORPORATION

The financial statements and accompanying notes were prepared by management,
which is responsible for their integrity and objectivity. Management believes
the financial statements, which include amounts based on judgments and
estimates, fairly reflect the Company's financial position and operating
results, in accordance with generally accepted accounting principles. All
financial information in this annual report is consistent with the financial
statements.

Management maintains internal accounting control systems and related policies
and procedures designed to provide reasonable assurance that assets are
safeguarded, that transactions are properly recorded and executed in accordance
with management's authorization, and that accounting records may be relied upon
for the preparation of financial statements and other financial information. The
design, monitoring, and revision of internal accounting control systems involve,
among other things, management's judgment with respect to the relative cost and
expected benefits of specific control measures.

The Company's financial statements have been audited by independent accountants
who have expressed their opinion with respect to the fairness of those
statements. Their audits included consideration of the Company's internal
accounting control systems and related policies and procedures. They advise
management and the Audit Committee of significant matters resulting from their
audits.

D. Michael Parker
Senior Vice President, Finance
Chief Financial Officer

                                       20
<PAGE>

                      SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                    KEWAUNEE SCIENTIFIC CORPORATION
 $ and shares in thousands,
 except share amounts                              2001       2000        1999      1998       1997
 --------------------------------------------------------------------------------------------------
 <S>                                             <C>        <C>        <C>        <C>        <C>
 OPERATING STATEMENT DATA:
 Net sales                                       $77,059    $74,798    $77,478    $73,037    $61,961
 Costs of products sold                           62,543     57,715     59,782     55,600     47,996
 ---------------------------------------------------------------------------------------------------
 Gross profit                                     14,516     17,083     17,696     17,437     13,965
 Operating expenses                               12,156     12,429     12,315     13,096     11,496
 ---------------------------------------------------------------------------------------------------
 Operating earnings                                2,360      4,654      5,381      4,341      2,469
 Other (expense) income                             (276)       326        325         45         41
 Interest expense                                   (246)      (169)       (96)      (149)      (344)
 ---------------------------------------------------------------------------------------------------
 Earnings before income taxes                      1,838      4,811      5,610      4,237      2,166
 Income tax expense (benefit)                        561      1,250      2,214      1,674        (97)
 ---------------------------------------------------------------------------------------------------
 Net earnings                                    $ 1,277    $ 3,561    $ 3,396    $ 2,563    $ 2,263
 ---------------------------------------------------------------------------------------------------
 Weighted average shares outstanding:
  Basic                                            2,467      2,456      2,432      2,386      2,366
  Diluted                                          2,490      2,478      2,464      2,423      2,391
 ---------------------------------------------------------------------------------------------------
 PER SHARE DATA:
 Net earnings:
  Basic                                          $  0.52    $  1.45    $  1.40    $  1.07    $  0.96
  Diluted                                           0.51       1.44       1.38       1.06       0.95
 Cash dividends                                     0.28       0.26       0.22       0.18       0.08
 Year-end book value                               10.42      10.19       9.04       7.89       7.01
 ---------------------------------------------------------------------------------------------------
 BALANCE SHEET DATA:
 Current assets                                  $24,658    $23,032    $21,831    $20,853    $16,465
 Current liabilities                               9,973     11,560     11,672     11,287      9,460
 Net working capital                              14,685     11,472     10,159      9,566      7,005
 Net property, plant and equipment                12,919     13,506     12,125     10,034      9,826
 Total assets                                     40,869     39,316     36,035     31,866     26,991
 Total borrowings/long-term debt                   2,997      2,555        939       --         --
 Stockholders' equity                             25,761     25,135     22,032     19,039     16,586
 ---------------------------------------------------------------------------------------------------
 OTHER DATA:
 Capital expenditures                            $ 1,678    $ 3,352    $ 3,678    $ 1,520    $ 1,163
 Year-end stockholders of record                     322        334        349        365        392
 Year-end employees                                  593        606        643        619        560
 ---------------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>

                     QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data for fiscal years 2001 and 2000 were as
follows:

<TABLE>
<CAPTION>

$ in thousands,                              First        Second     Third      Fourth
except per share data                       Quarter       Quarter   Quarter     Quarter
- --------------------------------------------------------------------------------------
<S>                                          <C>          <C>       <C>        <C>
2001
Net sales                                    $19,370      $21,416   $17,632    $18,641
Gross profit                                   3,678        4,316     3,005      3,517
Net earnings (loss)                              214          782      (198)       479
Net earnings (loss) per share
 Basic                                          0.09         0.32     (0.08)      0.19
 Diluted                                        0.09         0.31     (0.08)      0.19
Cash dividends per share                        0.07         0.07      0.07       0.07
======================================================================================
2000
Net sales                                    $20,065      $19,551   $16,945    $18,237
Gross profit                                   4,630        4,345     4,177      3,931
Net earnings                                     904          740       879      1,038
Net earnings per share
 Basic                                          0.37         0.30      0.36       0.42
 Diluted                                        0.37         0.30      0.35       0.42
Cash dividends per share                        0.06         0.06      0.07       0.07
======================================================================================
</TABLE>

                            RANGE OF MARKET PRICES

Kewaunee's common stock is traded in the NASDAQ National Market System, under
the symbol KEQU. The following table sets forth the quarterly high and low
prices reported on the NASDAQ National Market System.

<TABLE>
<CAPTION>
                                  First      Second       Third   Fourth
                                 Quarter     Quarter     Quarter  Quarter
- ------------------------------------------------------------------------
<S>                              <C>         <C>         <C>      <C>
 2001
 High                            $15.50      $15.00      $13.31   $10.50
 Low                             $11.13      $ 9.50      $10.00   $ 7.75
 Close                           $12.75      $11.06      $10.50   $ 8.65
========================================================================
 2000
 High                            $11.50      $11.75      $11.88   $13.75
 Low                             $ 9.38      $ 9.25      $10.00   $10.00
 Close                           $10.63      $11.38      $10.13   $13.44
========================================================================
</TABLE>

                                       22
<PAGE>

                             CORPORATE INFORMATION

BOARD OF DIRECTORS
MARGARET BARR BRUEMMER (1)(2)(3)
Attorney
Milwaukee, WI

WILEY N. CALDWELL (3)(4)
Retired President
W. W. Grainger, Inc.
Kenilworth, IL

JOHN C. CAMPBELL, JR. (1)(2)
Private Consultant
Arlington, TX

KINGMAN DOUGLASS (2)(3)(4)
Retired Corporate Counselor
Santa Barbara, CA

SILAS KEEHN (3)(4)
Retired President
Federal Reserve Bank of Chicago
Winnetka, IL

ELI MANCHESTER, JR. (1)(3)
Chairman of the Board
Kewaunee Scientific Corporation
Statesville, NC

JAMES T. RHIND (1)(4)
Counsel to Bell, Boyd & Lloyd LLC
Attorneys
Chicago, IL

WILLIAM A. SHUMAKER (1)(3)
President/CEO
Kewaunee Scientific Corporation
Statesville, NC

(1) Executive Committee
(2) Audit Committee
(3) Financial/Planning Committee
(4) Compensation Committee

EXECUTIVE OFFICERS
WILLIAM A. SHUMAKER
President,
Chief Executive Officer

D. MICHAEL PARKER
Senior Vice President, Finance,
Chief Financial Officer,
Treasurer, Secretary

ROGER L. EGGENA
Vice President, Manufacturing

KURT P. RINDOKS
Vice President, Engineering,
General Manager Resin Materials Division

JAMES J. ROSSI
Vice President, Human Resources

KENNETH E. SPARKS
Vice President, General Manager
Technical Furniture Group

CORPORATE OFFICES
2700 West Front Street
Statesville, NC 28677-2927
P.O. Box 1842, Statesville, NC 28687-1842
Telephone: 704-873-7202
Facsimile: 704-873-1275

EMPLOYMENT OPPORTUNITIES
Individuals interested in employment with Kewaunee Scientific Corporation should
contact the Vice President of Human Resources, Kewaunee Scientific Corporation,
P.O. Box 1842, Statesville, NC 28687-1842. Employment opportunities are also
listed on the Internet at http://www.kewaunee.com. Kewaunee Scientific
Corporation is an equal opportunity employer.

[KEQU NASDAQ LISTED LOGO]

                                       23
<PAGE>

                            STOCKHOLDER INFORMATION

FINANCIAL INFORMATION
The Company's Form 10-K financial report, filed annually with the Securities and
Exchange Commission, may be obtained by stockholders without charge by writing
the Secretary of the Company, Kewaunee Scientific Corporation, P.O. Box 1842,
Statesville, NC 28687-1842.

Recent financial information is available on the Internet at
http://www.kewaunee.com.

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Charlotte, NC

NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of Kewaunee Scientific Corporation will be
held in the 37th floor Annual Meeting Room at Harris Trust & Savings Bank,
Chicago, IL on August 22, 2001 at 10:00 a.m. Central Daylight Time.

TRANSFER AGENT AND REGISTRAR
All stockholder inquiries, including transfer-related matters, should be
directed to:
Mellon Investor Services, LLC
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
Telephone: 800-288-9541
Internet at http://www.melloninvestor.com

                              PRODUCT INFORMATION

Kewaunee Scientific Corporation products are available through a network of
sales representatives and a national stocking distributor.

For more information on the Company's laboratory furniture, contact the
Marketing Services Department in Statesville, NC; telephone: 704-873-7202; on
the Internet at http://www.kewaunee.com; e-mail: marketing@kewaunee.com.

For more information on the Company's technical furniture, contact the Customer
Service Department in Lockhart, TX; telephone: 512-398-5292; on the Internet at
http://www.kewaunee.com; e-mail: custsvc@kewaunee-tpg.com.

                                   TRADEMARKS

Advantage, Alpha, BasikBench, CFHS, Discovery, Evolution, Explorer, FlexTech,
Kemresin, Kemrock, Kemshield, Kewaunee, Research Collection, Signature,
Silhouette, Sturdilite, Supreme Air, TechStat, Trademark, Versalab, and
Visionaire are registered trademarks of Kewaunee Scientific Corporation.
ADJUSTABENCH is a pending trademark of Kewaunee Scientific Corporation.

                                       24
<PAGE>

                    [KEWAUNEE Scientific Corporation Logo]

Copyright 2001                                        Printed in the U.S.A. 7/01
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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