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<SEC-DOCUMENT>0000950131-02-002735.txt : 20020719
<SEC-HEADER>0000950131-02-002735.hdr.sgml : 20020719
<ACCEPTANCE-DATETIME>20020717153948
ACCESSION NUMBER:		0000950131-02-002735
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20020430
FILED AS OF DATE:		20020717

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-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		02704786

	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
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28687-1842

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE MANUFACTURING CO
		DATE OF NAME CHANGE:	19680108

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE SCIENTIFIC EQUIPMENT CORP /DE/
		DATE OF NAME CHANGE:	19861216
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>d10k.txt
<DESCRIPTION>FORM 10-K
<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, 2002 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 1,779,542 shares of voting stock held by
non-affiliates of the Registrant was approximately $18,756,373 based on the last
reported sale price of the Registrant's Common Stock on July 2, 2002. (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 5, 2002, the Registrant had outstanding 2,469,996 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,
2002, and of the proxy statement for use in connection with Kewaunee Scientific
Corporation's annual meeting of stockholders to be held on August 28, 2002,
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                                                                         12

EXHIBIT INDEX                                                                      13
</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. Financial information pertaining
to each of the Registrant's business segments is presented in Note 9, "Segment
Information," at page 25 of the Registrant's annual report to stockholders for
the year ended April 30, 2002, which Note is incorporated herein by reference.

                  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 International represented 12 percent, 13 percent, and 11
percent of the Registrant's total sales in fiscal years 2002, 2001 and 2000,
respectively.

                  The Registrant's sales order backlog at April 30, 2002 was
$34.2 million, down from $35.5 million at April 30, 2001 and up from $31.5
million at April 30, 2000. All but $1.5 million of the backlog at April 30, 2002
was scheduled for shipment during fiscal year 2003; however, it may reasonably
be expected that delays in shipments will occur because of customer rescheduling
or delay in completion

                                       3

<PAGE>

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 2003 will be shipped during that
year.

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, 2002
on company-sponsored research and development activities related to new products
or services or improvement of existing products or services was $618,273. The
amounts spent for similar purposes in the fiscal years ended April 30, 2001 and
2000 were $742,860 and $783,046, 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 are 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,
2002 was 609.

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 and
warehouse space. 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, at April 30, 2002, the Registrant
leased multiple warehouse facilities totaling 62,000 square feet in

                                       4

<PAGE>

Statesville, North Carolina. The Registrant has entered into an agreement to
lease a 100,000 square foot warehouse facility in Statesville once construction
of such facility is completed. The new facility is expected to be completed in
late calendar year 2002 and will replace the warehouse facilities leased by the
Registrant at April 30, 2002.

       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.

       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

       The Company is involved in a legal dispute with Bernards Bros. Inc., a
former customer of the Company. The dispute is the subject of lengthy
arbitration proceedings completed in December 2000. The arbitration was the
result of a claim for unpaid contract amounts owed to the Registrant by Bernards
Bros. Inc. and a counter-claim by Bernards Bros. Inc. against the Registrant for
breach of contract, claiming that the Company unreasonably delayed Bernards
Bros. Inc.'s project. In fiscal year 2001, the Company recorded a charge of
$391,000, including an estimated liability of $134,000 for final settlement of
the matter, based on its interpretation of the Arbitrator's award. In fiscal
year 2002, pursuant to a Petition to Confirm Arbitration Award in Los Angeles
Superior Court, a judgment was issued against the Company in this matter for
approximately $1.3 million. The Company believes that the judgment entered by
the trial court is inconsistent with the Arbitrator's award, and the Company
intends to vigorously contest such judgment. The Company has filed an appeal
with the Court of Appeals of the State of California (Bernards Bros. v. Kewaunee
Scientific, et. al. Appellate Case No. B 152623) regarding this judgment. If
appeal efforts are unsuccessful, the Company could be liable up to the amount of
the judgment.

       From time to time, the Registrant is involved in certain other 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, 2002, page 28, sections
entitled "Range of Market Prices" and "Quarterly Financial Data". As of July 5,
2002, the Registrant estimates there were approximately 1,020 stockholders of
the Registrant's common shares, of which 289 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, 2002, page 27, 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, 2002, pages 10-13, 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 believes that this exposure to market risk is not
material. The Registrant entered into an interest swap agreement in fiscal year
2002, whereby $1.5 million of the outstanding principal amount of the bank note
effectively converts to a fixed rate of 6.37%, beginning May 1, 2002. The
notional amount of this interest rate hedge is reduced in the same proportion as
the principal balance of the bank note over the remaining term of the bank note.

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, 2002, pages 14-26.

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 28, 2002, 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

<TABLE>
<CAPTION>
      Name                          Age                                  Position
      ----                          ---                                  --------
<S>                                 <C>                   <C>
William A. Shumaker                  54                   President and Chief Executive Officer

D. Michael Parker                    50                   Senior Vice President, Finance,
                                                          Chief Financial Officer,
                                                          Treasurer and Secretary

Roger L. Eggena                      61                   Vice President, Manufacturing

James J. Rossi                       60                   Vice President, Human Resources

Kurt P. Rindoks                      44                   Vice President, Engineering
                                                          and Product Development


Kenneth E. Sparks                    39                   Vice President,
                                                          General Manager
                                                          Technical Furniture Group
</TABLE>

           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 has served as Vice President of Engineering and
Product Development since September 1996. Additionally, from May 1998 through
October 2001, he served as General Manager of the Company's Resin Materials
Division.

           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
28, 2002, 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 AND
         RELATED STOCKHOLDER MATTERS

           Information regarding the security ownership of certain beneficial
owners and management is incorporated by reference from the Registrant's proxy
statement for use in connection with its annual meeting of stockholders to be
held on August 28, 2002, pages 13-14, sections entitled "Security Ownership of
Directors and Executive Officers" and "Security Ownership of Certain Beneficial
Owners."

           The following table sets forth certain information as of April 30,
2002 with respect to compensation plans under which our equity securities are
authorized for issuance:

<TABLE>
<CAPTION>

                                           Number of               Weighted average         Number of securities
                                       securities to be            exercise price of       remaining available for
                                          issued upon             outstanding options,     future issuance under
                                          exercise of             warrants and rights        equity compensation
                                          outstanding                                         plans (excluding
                                       options, warrants                                    securities reflected in
                                           and rights                                            column (a))
       Plan Category                           (a)                         (b)                       (c)
  ---------------------------          -----------------          --------------------     -------------------------
<S>                                    <C>                        <C>                      <C>
Equity Compensation Plans
approved by Security Holders:
    1991 Key Employee Stock                   141,074                    $9.37                           -0-
      Option Plan
    1993 Stock Option Plan for                  5,000                    $9.95                           -0-
      Directors
     2000 Key Employee Stock                   40,750                    $9.55                        59,250
      Option Plan

Equity Compensation Plans not
approved by Security Holders:                     ---                      ---                           ---
</TABLE>

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
28, 2002, 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:

<TABLE>
<CAPTION>
                                                                                                   Page or
(a)(1)         Financial Statements                                                               Reference
               --------------------                                                              ---------
<S>                                                                                               <C>
               Consolidated Statements of Operations
                Years ended April 30, 2002, 2001 and 2000                                             14*

               Consolidated Statements of Stockholders' Equity
                Years ended April 30, 2002, 2001 and 2000                                             14*

               Consolidated Balance Sheets - April 30, 2002 and 2001                                  15*

               Consolidated Statements of Cash Flows - Years ended
                April 30, 2002, 2001 and 2000                                                         16*

               Notes to Financial Statements                                                        17-25*

               Report of Independent Accountants                                                      26*

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

               Report of Independent Accountants on Financial
                Statement Schedules                                                                   10

               Schedule I - 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 13 through 17
               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, 2002.

</TABLE>

__________________________

*    Matters incorporated by reference to the page numbers shown in the
     Registrant's annual report to stockholders for the year ended April 30,
     2002.

                                       9

<PAGE>

      REPORT OF INDEPENDENT ACCOUNTANTS ON CONSOLIDATED 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 3,
2002 appearing in the 2002 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, 2002, 2001, and 2000 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 3, 2002

                                       10

<PAGE>

                                                              Schedule I, 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, 2002
  Allowance for doubtful accounts                    $389               $155              $  53              $597
                                                     ====               ====              =====              ====
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
                                                     ====               ====              =====              ====
</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 17, 2002

          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.

(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 17, 2002
                                                                 )
                                                                 )
 /s/ Margaret Barr Bruemmer        /s/ Silas Keehn               )
- ---------------------------        ----------------
Margaret Barr Bruemmer             Silas Keehn                   )
                                                                 )
                                                                 )
 /s/ John C. Campbell, Jr.         /s/ Eli Manchester, Jr.       )
- --------------------------         ------------------------
John C. Campbell, Jr.              Eli Manchester, Jr.           )
                                                                 )
                                                                 )
 /s/ William A. Shumaker           /s/ James T. Rhind            )
- ------------------------           -------------------
William A. Shumaker                James T. Rhind                )

                                       12

<PAGE>

                         KEWAUNEE SCIENTIFIC CORPORATION

                                  Exhibit Index
                                  -------------

<TABLE>
<CAPTION>
                                                                                                      Page Number
                                                                                                     (or Reference)
                                                                                                     --------------
         <S>                                                                                         <C>
         3        Articles of incorporation and by-laws

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

                  3.2      By-Laws (as amended as of May 22, 2002)                                          (1)

         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)
</TABLE>

                                       13

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page Number
                                                                                                     (or Reference)
                                                                                                     --------------
                  <S>                                                                                <C>
                  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)

                  10.21D   Fifth Amendment dated December 5, 2001 to the
                           Kewaunee Scientific Corporation Executive
                           Deferred Compensation Plan                                                       (1)

                  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)
</TABLE>

                                       14

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       Page Number
                                                                                                      (or Reference)
                                                                                                      --------------
         <S>      <C>                                                                                 <C>
                  10.38    Change of Control agreement dated as of November 12, 1999
                           between William A. Shumaker and the Registrant.                                 (13)

                  10.38A   Change of Control agreement extension dated as of June 27, 2002
                           between William A. Shumaker and the Registrant.                                  (1)

                  10.39    Change of Control agreement dated as of November 12, 1999
                           between D. Michael Parker and the Registrant.                                   (13)

                  10.39A   Change of Control agreement extension dated as of June 25, 2002
                           between D. Michael Parker and the Registrant.                                    (1)

                  10.40    Change of Control agreement dated as of November 12, 1999
                           between James J. Rossi and the Registrant.                                      (13)

                  10.40A   Change of Control agreement extension dated as of June 25, 2002
                           between James J. Rossi and the Registrant.                                       (1)

                  10.41    Change of Control agreement dated as of January 20, 2000
                           between Kurt P. Rindoks and the Registrant.                                     (13)

                  10.41A   Change of Control agreement extension dated as of June 25, 2002
                           between Kurt P. Rindoks and the Registrant.                                      (1)

                  10.42    Kewaunee Scientific Corporation
                           Pension Equalization Plan                                                       (14)

                  10.42A   First Amendment dated May 27, 1999 to the
                           Kewaunee Scientific Corporation
                           Pension Equalization Plan                                                       (14)

                  10.43    Letter Agreement dated as of July 18, 1997
                           between Roger L. Eggena and the Registrant                                      (16)

                  10.44    Letter Agreement dated as of November 10, 1997
                           between Kenneth E. Sparks and the Registrant                                    (16)

                  10.45    Kewaunee Scientific Corporation 2000 Key Employee
                           Stock Option Plan                                                               (15)

                  10.46    Fiscal Year 2003 Incentive Bonus Plan                                            (1)

         13       Annual Reports to Stockholders for the fiscal year ended April
                  30, 2002 (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)

         23       Consent of PricewaterhouseCoopers LLP                                                     (1)
</TABLE>

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

                                       15

<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 January 31,
         2000, and incorporated herein by reference.

(14)     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.

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

                                       16

<PAGE>

(16)   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, 2001, and incorporated
       herein by reference.

                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>dex32.txt
<DESCRIPTION>BY-LAWS (AMENDED 5/22/2002)
<TEXT>
<PAGE>

                                                                     Exhibit 3.2

                         KEWAUNEE SCIENTIFIC CORPORATION

                            (a Delaware corporation)

                                     ByLaws
                        (as amended through May 22, 2002)


                                     OFFICES

     1.01  The corporation shall have and maintain a registered office in the
State of Delaware and may have offices in such other places within or outside
the State of Delaware as the Board of Directors may from time to time select or
the business of the corporation requires.

                                      SEAL

     2.01  The corporation shall have a seal which shall have inscribed thereon
the name of the corporation, the state of incorporation and the words "Corporate
Seal". The seal may be used by causing it or a facsimile to be imprinted,
affixed, reproduced or otherwise.

                                      STOCK

     3.01  Shares of stock may be issued for such consideration, not less than
the par value thereof, as is determined from time to time by the Board of
Directors (hereinafter called the "Board"). The Board shall determine what part
of the consideration received by the corporation for its shares (not less than
the aggregate par value thereof) shall be capital.

     3.02  Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the Chairman of
the Board, the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar, whether because of death, resignation or otherwise, before
such certificate has been issued or delivered by the corporation, such
certificate may nevertheless be issued and delivered by the corporation as
though the person who signed such certificate or whose facsimile signature has
been used thereon had not ceased to be such officer, transfer agent or
registrar.

                                       1

<PAGE>

     3.03  In the event of loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     3.04  The Board may appoint one or more transfer agents and one or more
registrars. Transfers of stock shall be made only upon the transfer books of the
corporation. Except where a certificate is issued in accordance with Section
3.03 of these bylaws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefor.

     3.05  The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                    STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS

     4.01  The annual meeting of the stockholders of the corporation for the
election of directors and for the transaction of any other business as may
properly come before the meeting shall be held at such place within or outside
the State of Delaware as the Board shall fix.

     4.02  The annual meeting of stockholders shall be held on the last
Wednesday in August in each year at such time as the Board shall fix. If the
date fixed for the annual meeting shall be a legal holiday, the meeting shall be
held on the next business day.

     4.03  Special meetings of the stockholders for any purpose or purposes
described in the notice of the meeting may be called at any time by the Chairman
of the Board, the President or a majority of the Board and shall be held at such
place, on such date and at such time as shall be designated in the notice
thereof.

     4.04  Each stockholder of record shall be given written notice of each
meeting of stockholders, which notice shall state the place, date and time of
the meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called. Except as otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.

     4.05  When a meeting of stockholders is adjourned to another place, date or
time, written notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

                                       2

<PAGE>

     4.06  The Board shall have power to close the stock transfer books of the
corporation for a period not more than sixty nor less than ten days preceding
the date of any meeting of stockholders, or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital sock shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board may fix in advance a date not more than sixty nor less than ten days
preceding the date of any meeting of stockholders, or the date for any payment
of dividends, or the date for allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as the record
date for the determination of stockholders entitled to vote at any such meeting
or entitled to receive payment of any such dividend or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid. This bylaw shall in no way affect the rights of a
stockholder and his transferee or transferor as between themselves.

     4.07  The officer who has charge of the stock ledger of the corporation
shall prepare and make, or cause to be made, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either in a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the place of the meeting during the whole time thereof, and
be subject to the inspection of any stockholder who may be present. The list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

     4.08  The holders of a majority of all of the shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum for all purposes at all meetings of the stockholders for the
transaction of business unless the presence of a larger number is required by
law. If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the chairman of the meeting or the holders of a majority of
the shares of the stock entitled to vote who are present in person or
represented by proxy, shall have power to adjourn the meeting to another place,
date or time.

     4.09  The Chairman of the Board or, in his absence, the President shall
call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.

                                       3

<PAGE>

     4.10  The vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before a meeting of stockholders, except as otherwise required by law or
the corporation's restated certificate of incorporation. Each stockholder shall
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period.

                               BOARD OF DIRECTORS

     5.01  The business and affairs of the corporation shall be managed by or
under the direction of the Board.

     5.02  The number of directors constituting the whole Board shall be seven.
The number of directors may be changed from time to time by amendment to these
bylaws, subject to the provisions of Article Seventh of the corporation's
restated certificate of incorporation. Directorships with terms expiring in any
year shall be filled at the annual meeting of stockholders in that year. Each
director shall hold office until his successor is elected and qualified or until
his earlier resignation, removal or death.

     5.03  Any director may resign at any time by giving written notice of his
resignation to the Board, the Chairman of the Board, the President or the
Secretary of the corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it is to become effective shall not be
specified therein, then it shall take effect when accepted by action of the
Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.

     5.04  A director may be removed only by the holders of at least 75% of the
shares entitled to vote at an election of directors, with or without cause.

     5.05  Any vacancy on the Board or any newly-created directorship may be
filled by the vote of a majority of the directors of the corporation then in
office even though less than a quorum, or by a sole remaining director, and any
director so chosen shall hold office until the next election of the class for
which he was chosen and until his successor is elected and qualified or until
his earlier resignation, removal or death.

     5.06  A regular meeting of the Board shall be held immediately following
each annual meeting of stockholders and no notice to the directors of such
meeting shall be necessary in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not held immediately
following the annual meeting of stockholders, the meeting may be held at such
time and place as shall be stated in a notice as hereinafter provided for such
meetings of the Board, or as shall be specified in a written waiver signed by
all the directors.

     5.07  Other regular meetings of the Board shall be held at such place or
places, on such date or dates and at such time or times as shall have been
established by the Board. A notice of each regular meeting shall not be
required.

                                       4

<PAGE>

         5.08  Special meetings of the Board may be called by the Chairman of
the Board, the President or a majority of the members of the Board then in
office, and shall be held at such place on such date and at such time as he or
they shall fix. Notice of the place, date and time of each special meeting shall
be given as provided in Section 6.01 to each director not less than three days
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.

         5.09  A majority of the directors then in office shall constitute a
quorum for the transaction of business by the Board. If a quorum is present, the
act of a majority of the directors present at any meeting shall be the act of
the Board, except as may be otherwise provided by these bylaws or required by
law. If a quorum shall not be present at any meeting of the Board, the directors
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present.

         5.10  At each meeting of the Board, the Chairman of the Board or, in
his absence, the President, shall preside. The Secretary or, in his absence, any
person designated by the chairman of the meeting, shall act as secretary of such
meeting and keep the minutes thereof.

         5.11  Any action required or permitted to be taken at any meeting of
the Board or of any committee thereof, may be taken without a meeting if a
written consent thereto is signed by all members of the Board or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the Board or committee.

         5.12  The Board may by resolution passed by a majority of the whole
Board, designate one or more committees including an executive committee, each
committee to consist of two or more of the directors of the corporation, which
to the extent provided in the resolution shall have and may exercise all of the
delegable powers of the Board in the management of the business and affairs of
the corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board.

         5.13  Each committee may determine the procedural rules for meeting and
conducting its business, and shall act in accordance therewith except as
otherwise required by law.

         5.14  The directors may be paid their expenses, if any, of attendance
at each meeting of the Board, and may be paid a fixed sum for attendance at each
meeting of the Board and/or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of committees of the Board may be
allowed compensation as fixed by the Board from time to time.

         5.15  Any member of the Board or of any committee thereof may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting.

                                        5

<PAGE>

                                     NOTICES

         6.01  Whenever notice is required to be given to any stockholder,
director, officer, or agent, such notice may be, but need not be, personal
notice. Such notice may be effectively given by depositing a writing in a post
office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid
telegram or cable, addressed to such stockholder, director, officer or agent at
his or her address as the same appears on the books of the corporation. The time
when such notice is dispatched shall be the time of the giving of the notice.

         6.02  A written waiver of any notice, signed by a stockholder,
director, officer, or agent, whether before or after the time of the event for
which such notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director, officer, or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.

                                    OFFICERS

         7.01  The officers of the corporation shall be a Chairman of the Board,
a President, such number of Vice Presidents as the Board shall determine, a
Treasurer, a Secretary, a Controller, and such Assistant Treasurers and
Assistant Secretaries and other officers as shall be elected by the Board. One
person may hold more than one office.

         7.02  Officers of the corporation, and agents appointed by the Board,
shall hold their offices and positions for such terms as shall be determined by
the Board, and may be removed at any time by the Board. Vacancies occurring in
any office or position at any time may be filled by the Board.

         7.03  All officers and agents elected or appointed by the Board shall
have such authority and perform such duties in the conduct and management of the
corporation as may be delegated by the Board or provided in these bylaws.

         7.04  Officers and agents appointed by the Board shall receive such
compensation as may be determined by the Board.

         7.05  The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board, and shall have and perform such other duties as
may be assigned to him from time to time by the Board. In the event of the
absence or disability of the President, the Chairman of the Board shall perform
the duties and exercise the power of the President until otherwise directed by
the Board.

         7.06  The President shall be the chief executive officer of the
corporation and shall have general authority over its business and affairs,
subject to the direction of the Board. He may sign, with the Secretary or any
other proper officer of the corporation thereunto authorized by the Board,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed

                                        6

<PAGE>

or executed, and in general he shall perform such other duties as are incident
to his office or as from time to time may be prescribed by the Board. In the
event of the absence or disability of the Chairman of the Board, the President
shall perform the duties and exercise the powers of the Chairman of the Board.

         7.07  Each Vice President shall perform the duties and exercise the
powers in the management and operations of the corporation as are customary and
incident to the office held or as may be assigned from time to time by the
President or Board.

         7.08  The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He shall give or cause to be
given notice of all meetings of the stockholders and of the Board and shall
perform such other duties as maybe prescribed by the President or Board. He
shall keep in safe custody the seal of the corporation and affix the same to any
instrument requiring it, and when so affixed it may be attested by his signature
or by the signature of an Assistant Secretary. The Secretary may delegate any of
his duties, powers, and authorities to one or more Assistant Secretaries, unless
such delegation be disapproved by the Board.

         7.09  The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board. He shall
render to the President and directors, whenever they may require it, an account
of his transactions as Treasurer. The Treasurer may delegate any of his duties,
powers, and authorities to one or more Assistant Treasurers, unless such
delegations be disapproved by the Board.

         7.10  The Controller shall receive and give or cause to be given
receipts and acquittances for moneys paid to the corporation and shall pay out
of the funds on hand all just debts of the corporation of whatever nature. He
shall enter or cause to be entered in the books of the corporation to be kept
for that purpose full and accurate accounts of all moneys received and paid on
account of the corporation. He shall prepare monthly statements of profit and
loss and a monthly balance sheet reflecting the conditions of the business for
the President and the Board. Whenever required by the President or directors he
shall render a statement of the corporation's cash accounts. He shall keep or
cause to be kept such other books as will show a true record of the expenses,
losses, gains, assets and liabilities of the corporation. He shall be
responsible for the preparation of any and all local, city, county, state or
federal tax returns including real estate and personal property taxes, income
taxes, sales and/or use taxes, which may be required by local ordinance or by
the laws of the several states, or by the federal government. He shall, in
general, do all things necessary to carry out the accounting procedures
established for the corporation by the President or the Board or as may be
required by law.

         7.11  The Assistant Secretaries shall perform the duties and exercise
the powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers may perform the duties and exercise the
powers and authorities of the Treasurer in case of his absence or disability.
The Assistant Secretaries and Assistant Treasurers shall also perform such
duties as may be delegated to them by the Secretary and Treasurer, respectively,
and also such duties as the Chairman of the Board or the Board shall prescribe.

                                        7

<PAGE>

         7.12  The Board may require any officer, employee or agent to give bond
for the faithful discharge of his duty and for the protection of the
corporation, in such sum and with such surety or sureties as the Board may deem
advisable.

                          CHECKS AND OTHER INSTRUMENTS

         8.01  The Board shall designate the officers, employees and agents of
the corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment of
money and other documents for and in the name of the corporation, and may
authorize such officers, employees and agents to delegate such power (including
authority to redelegate) by written instrument to other officers, employees or
agents of the corporation. Such designation may be by resolution or otherwise,
and the authority granted may be general or confined to specific instances, all
as the Board may determine.

         8.02  The Board shall designate the officers of the corporation who
shall have authority to appoint from time to time an agent or agents of the
corporation to exercise in the name and on behalf of the corporation the powers
and rights which the corporation may have as the holder of the stock or other
securities or interests in any other corporation or business entity and to vote
or consent in respect of such stock, securities or interests. Such designated
officers may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and such designated officers may execute or
cause to be executed in the name and on behalf of the corporation and under its
corporate seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the corporation
may exercise such powers and rights.

                                   FISCAL YEAR

         9.01  The fiscal year of the corporation shall begin on the 1st day of
May and end on the 30th day of April in each year.

                                BOOKS AND RECORDS

         10.01 The proper officers, employees and agents of the corporation
shall keep and maintain such books, records and accounts of the business and
affairs of the corporation as the Board shall deem advisable and as shall be
required by the laws of the State of Delaware.

         10.02 Each director, each member of any committee designated by the
Board, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.

                                        8

<PAGE>

         10.03 The directors and officers of the corporation shall prepare and
distribute or cause to be prepared and distributed to the stockholders of the
corporation such annual and other statements of the accounts, operations and
properties of the corporation as they shall deem advisable and as shall be
required by law.

                                 INDEMNIFICATION

         11.01 Each person who is or was a director or officer of the
corporation, and each person who serves or served at the request of the
corporation as a director or officer of another enterprise, shall be indemnified
by the corporation in accordance with, and to the fullest extent authorized by,
the provisions of the General Corporation Law of Delaware, as it may be in
effect from time to time.

                            CONTRACTS WITH DIRECTORS

         12.01 In the absence of fraud, no contract or other transaction between
the corporation and any other corporation shall be affected or invalidated by
the fact that any one or more of the directors of this corporation is or are
interested in or is a director or officer, or are directors or officers of such
other corporation, and any director or directors individually, or jointly, may
be a party or parties, or may be interested in any contracts or transaction of
this corporation or in which this corporation is interested; and in the absence
of fraud, no contract, act or transaction of this corporation with any person or
persons, firm or corporation, shall be affected or invalidated by the fact that
any director or directors of this corporation is a party or are parties to or
interested in such contract, act or transaction, or in any way connected with
such person or persons, firm or corporation, and, in the absence of fraud, each
and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with the corporation for the benefit of himself or any firm, association or
corporation in which he may be in anywise interested.

                                    AMENDMENT

         13.01 These bylaws may be altered, amended or repealed at any meeting
of the Board provided notice of the proposed action shall have been contained in
the notice of meeting, or by unanimous consent, subject to the power of the
stockholders to alter or repeal any bylaw made by the Board.

                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21(D)
<SEQUENCE>4
<FILENAME>dex1021d.txt
<DESCRIPTION>5TH AMEND - EXECUTIVE DEFERRED COMP PLAN
<TEXT>
<PAGE>

                                                                  Exhibit 10.21D

                                    EXHIBIT A

                             FIFTH AMENDMENT TO THE
                         KEWAUNEE SCIENTIFIC CORPORATION
                    401+ EXECUTIVE DEFERRED COMPENSATION PLAN

                            (CONFORMED COPY INCLUDING
                        FIRST THROUGH FOURTH AMENDMENTS)



1.  The third sentence of Section 3.1 is amended to read as follows:

          "Such amount or rate of compensation deferred shall not exceed the
          excess of (i) fifteen percent of the Participant's compensation on a
          combined basis with (ii) the maximum amount of Deferral Contributions
          that the Participant is authorized to elect for the Plan Year under
          the Incentive Savings Plan."

2.  The amendment made herein shall take effect on January 1, 2002.

3.  In all other respects, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this
5th day of December, 2001.


                                  KEWAUNEE SCIENTIFIC CORPORATION



                                  By:  /s/ D. Michael Parker
                                     ----------------------------------------

                                  Its: Senior Vice President, Finance/CFO
                                      ---------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.38(A)
<SEQUENCE>5
<FILENAME>dex1038a.txt
<DESCRIPTION>CHANGE OF CONTROL - WILLIAM A. SHUMAKER
<TEXT>
<PAGE>

                                                                Exhibit 10.38(A)

                         EXTENSION OF CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

     Pursuant to Section 1(b) of your Change of Control Employment Agreement
(the "Agreement"), dated as of November 12, 1999, the term of the Agreement, as
stated in Section 1(b) thereof, is hereby extended by three (3) years, so that
the Agreement, as extended, will end on the sixth anniversary of its effective
date (specifically on November 12, 2005) rather than on the third anniversary
date.

     In all other respects, the Agreement is reaffirmed and remains unchanged.

     IN WITNESS WHEREOF, this Extension Agreement, pursuant to authorization
from the Board of Directors of the Company, is executed in the Company's name
and on its behalf as of the day and year shown herein.

     Date: June 27, 2002




                                          /s/ William A. Shumaker
                                -----------------------------------------
                                              William A. Shumaker


                                KEWAUNEE SCIENTIFIC CORPORATION



                                By:       /s/ Eli Manchester, Jr.
                                    -------------------------------------
                                          Eli Manchester, Jr.
                                    Its:  Chairman of the Board

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.39(A)
<SEQUENCE>6
<FILENAME>dex1039a.txt
<DESCRIPTION>CHANGE OF CONTROL - D. MICHAEL PARKER
<TEXT>
<PAGE>

                                                                Exhibit 10.39(A)

                         EXTENSION OF CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

     Pursuant to Section 1(b) of your Change of Control Employment Agreement
(the "Agreement"), dated as of November 12, 1999, the term of the Agreement, as
stated in Section 1(b) thereof, is hereby extended by three (3) years, so that
the Agreement, as extended, will end on the sixth anniversary of its effective
date (specifically on November 12, 2005) rather than on the third anniversary
date.

     In all other respects, the Agreement is reaffirmed and remains unchanged.

     IN WITNESS WHEREOF, this Extension Agreement, pursuant to authorization
from the Board of Directors of the Company, is executed in the Company's name
and on its behalf as of the day and year shown herein.

     Date: June 25, 2002



                                     /s/ D. Michael Parker
                                ---------------------------------
                                         D. Michael Parker

                                KEWAUNEE SCIENTIFIC CORPORATION


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.40(A)
<SEQUENCE>7
<FILENAME>dex1040a.txt
<DESCRIPTION>CHANGE OF CONTROL - JAMES J. ROSSI
<TEXT>
<PAGE>

                                                                Exhibit 10.40(A)

                         EXTENSION OF CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

     Pursuant to Section 1(b) of your Change of Control Employment Agreement
(the "Agreement"), dated as of November 12, 1999, the term of the Agreement, as
stated in Section 1(b) thereof, is hereby extended by three (3) years, so that
the Agreement, as extended, will end on the sixth anniversary of its effective
date (specifically on November 12, 2005) rather than on the third anniversary
date.

     In all other respects, the Agreement is reaffirmed and remains unchanged.

     IN WITNESS WHEREOF, this Extension Agreement, pursuant to authorization
from the Board of Directors of the Company, is executed in the Company's name
and on its behalf as of the day and year shown herein.

     Date: June 25, 2002




                                       /s/ James J. Rossi
                                ---------------------------------
                                         James J. Rossi


                                KEWAUNEE SCIENTIFIC CORPORATION


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.41(A)
<SEQUENCE>8
<FILENAME>dex1041a.txt
<DESCRIPTION>CHANGE OF CONTROL - KURT P. RINDOKS
<TEXT>
<PAGE>

                                                                Exhibit 10.41(A)

                         EXTENSION OF CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT


     Pursuant to Section 1(b) of your Change of Control Employment Agreement
(the "Agreement"), dated as of January20, 2000, the term of the Agreement, as
stated in Section 1(b) thereof, is hereby extended by three (3) years, so that
the Agreement, as extended, will end on the sixth anniversary of its effective
date (specifically on January 20, 2006) rather than on the third anniversary
date.

     In all other respects, the Agreement is reaffirmed and remains unchanged.

     IN WITNESS WHEREOF, this Extension Agreement, pursuant to authorization
from the Board of Directors of the Company, is executed in the Company's name
and on its behalf as of the day and year shown herein.

     Date: June 25, 2002




                                     /s/ Kurt P. Rindoks
                                ---------------------------------
                                         Kurt P. Rindoks

                                KEWAUNEE SCIENTIFIC CORPORATION


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>9
<FILENAME>dex1046.txt
<DESCRIPTION>FISCAL YEAR 2003 INCENTIVE BONUS PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.46

                         KEWAUNEE SCIENTIFIC CORPORATION
                                FISCAL YEAR 2003
                              INCENTIVE BONUS PLAN

The Fiscal Year 2003 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 2003.

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, 2002 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 Fiscal year 2003
          Bonus Schedules (all exhibits referred to on 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 Exhibits I and II, and maximum
               incentive bonus payouts will be accrued and available for payout
               based upon the guidelines shown on those exhibits.

                                       1

<PAGE>

     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 amounts
               shown on Exhibit III, no awards will be paid to any
               non-divisional corporate employee with that goal, 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.

          .    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.

                                       2

<PAGE>

          .    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 2002, 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, 2003, 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>10
<FILENAME>dex13.txt
<DESCRIPTION>ANNUAL REPORTS TO STOCKHOLDERS -  4/30/2002
<TEXT>
<PAGE>

                                                                      Exhibit 13

                          [PHOTO DEPICTING LABORATORY]

FUME HOODS

STEEL CABINETRY

LABORATORY FURNITURE

MOBILE CARTS

MODULAR FURNITURE

WOOD CABINETRY

COMPUTER ENCLOSURES

WORKSURFACES

LAN WORKSTATIONS

                                                    [LOGO]KEWAUNEE
                                                          Scientific Corporation
                                                      2002 ANNUAL REPORT

<PAGE>

                                                                      Exhibit 13

                                                               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.

                                                    [PHOTO DEPICTING LABORATORY]

                                                   [PHOTO DEPICTING WORKSTATION]

                                                   [PHOTO DEPICTING WORKSTATION]



2

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>     <C>
4       Letter to Stockholders

6       Company Products

10      Forward-Looking Statement Disclosure

10      Management's Discussion and Analysis

14      Consolidated Financial Statements and Notes

26      Reports of Independent Accountants
        and Management

27      Summary of Selected Financial Data

28      Quarterly Financial Data

29      Corporate Information
</TABLE>

FINANCIAL HIGHLIGHTS

KEWAUNEE SCIENTIFIC CORPORATION

$ in thousands, except per share data      2002         2001      Percent Change
- --------------------------------------------------------------------------------

OPERATING DATA:
Net sales                                $84,849       $77,059       +10.1
- --------------------------------------------------------------------------------
Gross profit                             $14,706       $14,516        +1.3
- --------------------------------------------------------------------------------
Operating expenses                       $11,801       $12,156        -2.9
- --------------------------------------------------------------------------------
Operating earnings                       $ 2,905       $ 2,360       +23.1
- --------------------------------------------------------------------------------
Net earnings                             $ 1,900       $ 1,277       +48.8
- --------------------------------------------------------------------------------
Net earnings per share
  Basic                                  $  0.77       $  0.52       +48.1
  Diluted                                $  0.77       $  0.51       +51.0
- --------------------------------------------------------------------------------
Return on average equity                     7.2%          5.0%         --
- --------------------------------------------------------------------------------
Cash dividends per share                 $  0.28       $  0.28          --
================================================================================

YEAR-END DATA:
Cash and cash equivalents                $ 1,747       $   488      +258.0
- --------------------------------------------------------------------------------
Net working capital                      $14,817       $14,685        +0.9
- --------------------------------------------------------------------------------
Total borrowings/long-term debt          $ 2,611       $ 2,997       -12.9
- --------------------------------------------------------------------------------
Stockholders' equity                     $26,912       $25,761        +4.5
- --------------------------------------------------------------------------------
Book value per share                     $ 10.90       $ 10.42        +4.6
- --------------------------------------------------------------------------------
Closing market price per share           $ 10.60       $  8.65       +22.5
================================================================================


                                                                               3

<PAGE>

                                                          LETTER TO STOCKHOLDERS

Fiscal year 2002 was a year of progress for Kewaunee Scientific in a number of
important areas, despite an extremely challenging economy and business
environment. We experienced improved earnings, healthy volume growth, and
improved financial strength. Net earnings increased 49% to $1,900,000, or $.77
per diluted share, while sales increased 10% to $84,849,000.

We were pleased with the improved financial results of our laboratory products
business. This business rebounded strongly from the prior year, with earnings
more than tripling, while sales increased 27% to $78.7 million. Continuing cost
improvement activities and improved manufacturing efficiencies allowed us to
improve gross profit margins and earnings on these products. Sales for the year
benefited from strong demand from our industrial research customers, as they
continued to fund new research and development projects, and from our
educational customers, as spending for new school construction continued at a
healthy pace.

Our technical products business, after making significant contributions to sales
and earnings in the two previous years, had a very disappointing year. Sales for
the year declined 59% from the prior year, resulting in an operating loss, as a
recovery of capital spending by customers in the high-tech electronics industry
failed to materialize. The loss for this business was in sharp contrast to
operating earnings of $1.6 million and $1.5 million in the two previous years,
respectively. During the year, we continued to position this business for a
recovery of the high-tech marketplace. We strengthened our relationships with a
number of key customers and initiated several changes in our sales organization
to better provide representation in key market areas.

Following the continuing success of our joint-venture sales company in
Singapore, during the year, we began operation of a joint-venture sales company
in Bangalore, India. Sales and profits of this new business have both exceeded
our expectations, and we are excited about future growth opportunities in this
market. To address the demand in this market, current and projected, we recently
established Kewaunee Scientific Corporation India Pvt Ltd, a wholly-owned
subsidiary of Kewaunee Scientific Corporation. This operation will allow us to
provide locally-made Kewaunee products at a more competitive price.

We continue to emphasize the development of new products. Several new and
innovative products for the laboratory market were introduced at our industry
conference in New Orleans in March 2002. These included a full line of mobile
adjustable workstations with modular utility manifolds. This increased
flexibility concept is rapidly gaining global acceptance in research and
development designs. We also introduced our new SturdiKwik bench system during
the year. This product is designed to allow easy installation by the customer's
maintenance group, therefore avoiding professional installation costs.

The Company's financial position continues to strengthen. Cash on hand increased
to $1.7 million at year-end, while total debt was reduced to $2.6 million. We
finished the year with no borrowings outstanding under our $6 million credit
facility. Stockholders' equity increased to $26.9 million, resulting in a book
value per share of $10.90. Cash flow provided by operating activities increased
to $4.5 million for the year, assisted by reduced inventory levels and improved
collections of receivables.

OUTLOOK
We are very optimistic about Kewaunee's future. The long-term market for our
laboratory products looks bright, as capital spending by industrial customers
for new research and development projects is projected to continue. In addition,
federal funding for research and development is also expected to increase
beginning in late calendar year 2002. Spending for new school construction is
also projected to continue at a healthy pace for many years. Our successes
to-date through joint ventures in Singapore and India, have made us aware of
potential significant growth opportunities for our products and services in
countries outside the United States. We are currently implementing several
strategies and actions to pursue these opportunities.

4

<PAGE>

                          [PHOTO OF CORPORATE OFFICERS]

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

The high-tech industry has been the driving force behind the huge productivity
gains experienced in the United States, and we expect this trend to continue. As
a result, we continue to consider the long-term opportunities in the technical
furniture market excellent. However, our short-term outlook is for a gradual
recovery of the business beginning in late calendar year 2002.

We regret to report the resignation of Kingman Douglass as a director of the
Company due to health reasons, effective April 30, 2002. His association with
Kewaunee dates back to 1968, when he participated as an underwriter in
Kewaunee's initial public offering. He was elected a director in 1986 and has
been a stalwart, steady, and knowledgeable member of the Board for the past 15
years. His thoughtful counsel and advice on financial and business matters has
been of great value.  We wish him good health and happiness in the years ahead.

We are very pleased to report that Silas Keehn has accepted the position of
Chairman of the Company's Audit Committee, left vacant as a result of Mr.
Douglass' retirement. Mr. Keehn's extensive financial background, including his
experience as President of the Federal Reserve Bank of Chicago, makes him an
excellent choice for this position.

Our success during the year would not have been possible without the continued
support of our stockholders; our associates; our network of agencies and
representatives; our national stocking distributor, VWR International; and our
customers. To each and all of these groups, we are especially grateful.

Sincerely,

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

July 2002

                                                                               5

<PAGE>

                                                             LABORATORY PRODUCTS

                          [PHOTO DEPICTING LABORATORY]








6

<PAGE>

THE LABORATORY

"...a workplace...in which containers used for reactions, transfers, and other
handling of substances are designed to be easily and safely manipulated...and
protective laboratory practices and equipment are available and in common use to
minimize the potential for employee exposure to hazardous chemicals."
                                            (OSHA Laboratory Standard 1910.1450)

Kewaunee Scientific Corporation's Laboratory Products Group provides products
designed to allow lab personnel to pursue discovery safely in the modern
laboratory, including:

..    Furniture systems that go beyond mere cabinetry and storage.

..    Fume hoods designed to contain both the slightest odors from a counter top
     analyzer, and contaminates from a two-story distillation apparatus.

..    Worksurfaces that are equally at home in the wet laboratory or the support
     area.

..    Plumbing and electrical service distribution systems that provide
     accessibility and flexibility.

Kewaunee engineers solutions for all aspects of the laboratory.

ENGINEERING SOLUTIONS

The sophistication of today's laboratory construction market requires a
different approach than simply selecting part numbers from a catalog. Kewaunee
and our distribution network become intimately involved in all aspects of
laboratory planning, design, fabrication, and installation. Active participation
with architects, designers, engineers, and contractors, in conjunction with the
lab users, defines the process used today.

DOMESTIC

Our largest sales volume comes from a national group of dealers/agents with an
average of over 15 years experience representing Kewaunee Scientific
Corporation. This dedicated group provides full laboratory planning services,
budgeting and estimating, project management, and installation. With offices
located in all major US markets, the Kewaunee dealer organization is the finest
in the industry.

                                                  [PHOTO OF LABORATORY PRODUCTS]

VWR International is our national stocking distributor. They stock thousands of
Kewaunee units to provide the market with readily available product. Their 400+
sales people and 17 lab furniture specialists work closely with end users to
configure products into workable laboratories. While the quick turn marketplace
is VWR's forte, they also utilize their in-house designers and project managers
to solve the design requirements of larger projects.

                                                  [PHOTO OF LABORATORY PRODUCTS]

In addition to independent sales representation, Kewaunee has an in-house team
to manage large complex lab projects directly. The sales management group,
designers, engineers, estimators, and project managers excel at the challenges
presented by our most sophisticated customers. Our product engineers and
manufacturing capabilities are second to none. Industry-wide recognition of
these capabilities places us at the top of full service laboratory product and
construction providers.

                                                  [PHOTO OF LABORATORY PRODUCTS]

INTERNATIONAL

In 1998, Kewaunee formed a joint-venture sales company in Singapore, Kewaunee
Labway Asia Pte Ltd. The company was established to better serve the
international marketplace, with an emphasis on Asia. This strategy has now
expanded to India, with the formation of a new joint-venture company in
Bangalore. These two locations have first class capabilities in all aspects of
lab design and construction. Their expertise with specialty gas and plumbing
systems, and full service installation capabilities, make them unique in the
international marketplace, providing a growth market opportunity for Kewaunee.


                                                                               7

<PAGE>

                                                          TECHNICAL FURNITURE

                          [PHOTO DEPICTING WORKSTATION]







8

<PAGE>

THE HIGH-TECH WORK ENVIRONMENT

These workplaces have a need for unusually configured or unique attributes, such
as electrostatic dissipative (ESD) qualities and/or the ability to facilitate
the use of a variety of tools, components or equipment.

Typical environments include engineering workstations or laboratories for
development and testing of sensitive mechanical or electrical componentry and
equipment, production and assembly of high-tech electronics such as computers or
electronic equipment, and environments commonly known as network operation
centers or data centers where large quantities of computers, networking, and
telecommunications equipment are housed and maintained for today's business
infrastructure.

Kewaunee Scientific Corporation's Technical Furniture Group provides products
designed to meet the rapid and continually evolving high-tech electronics
industry. From storage intensive R&D labs, to the high-tech electronic
production floor, to network and computer operations centers, the Technical
Furniture Group excels in creating highly productive work environments that
expertly meet each customer's unique needs.

INGENUITY @ WORK
Today's business climate requires continual improvements in productivity to keep
a company competitive, and this has never been truer in the high-tech
electronics industry. Simple assembly operations have moved to increasingly
higher levels of sophistication, requiring their work areas to maximize storage,
reduce square footage, interface with automation, and, at the same time, improve
ergonomics. The Technical Furniture Group uses two different distribution
networks to meet the needs of our varied customer base.

TECHNICAL FURNITURE
Kewaunee's Technical Furniture customers have vast and often complex
requirements that are defined by industrial and process engineers, safety
managers, ergonomics consultants, contractors, and the workers themselves.
Kewaunee's sales representatives and nationwide dealer network respond to
customer needs through collaboration with the Technical Furniture Group product
development engineers. Dealers have in-house design, account management, project
management, and installation services that provide customers a turn-key solution
using the Sturdilite, Evolution, SturdiKwik, or Adjustabench product lines.

                                                  [PHOTO DEPICTING WORKSTATIONS]

NETWORK STORAGE
Kewaunee's relatively new product lines of Enclosures and TekRak, along with the
well established Evolution for LANs furniture line, are supported by the efforts
of a specialized group of sales representatives who work with a nationwide
network of value added resellers, regional distributors and dealers. This
distribution network focuses on the unique equipment storage needs of public and
private sector network managers and administrators who grapple with rapidly
changing technology and the inevitable overload of wires and cables associated
with those networks.

                                                  [PHOTO DEPICTING WORKSTATIONS]

Kewaunee's ability to handle complex requirements and provide ingenious
solutions was demonstrated during the year with Dell Computer Corporation.
Kewaunee worked closely with Dell engineers, automation experts, and conveyor
and controls suppliers in the design of the factory at Dell's Topfer
Manufacturing Center, which includes technical furniture throughout manufactured
and installed by Kewaunee. This facility was awarded Industry Week magazine's
coveted Best Plant Award in 2001 (see opposite page photo).

                                                  [PHOTO DEPICTING WORKSTATIONS]

                                                                               9

<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

CRITICAL ACCOUNTING POLICIES

In the ordinary course of business, the Company has made a number of estimates
and assumptions relating to the reporting of results of operations and financial
position in the preparation of its financial statements in conformity with
generally accepted accounting principles. Actual results could differ
significantly from those estimates under different assumptions and conditions.
The Company believes that the following discussion addresses the Company's most
critical accounting policies, which are those that are most important to the
portrayal of the Company's financial condition and results of operations and
require management's most difficult, subjective and complex judgments, often as
a result of the need to make estimates about the effect of matters that are
inherently uncertain.

PRINCIPLES OF CONSOLIDATION

In fiscal 2002, the Company increased its ownership to 51% in Kewaunee Labway
Asia Pte Ltd, a joint-venture company serving as a dealer for the Company's
laboratory products in Southeast Asia region. The consolidated financial
statements for fiscal year 2002 include the results of this joint venture. All
intercompany balances and transactions have been eliminated in consolidation. In
fiscal years 2001 and 2000, the operating results of the joint venture were not
material to the financial statements and were reported in accordance with the
equity method of accounting. The Company's investment in the joint venture was
reported in other assets with related net earnings reported in other income for
the percentage of the joint venture owned by the Company at the end of each
fiscal year.

REVENUE RECOGNITION

The Company generally recognizes product sales at the date of the shipment of
its products, or when customers have purchased and accepted title 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 product sales revenue
allocated based on costs incurred for products completed and shipped to the
customer. A provision for losses expected to be incurred on a fixed-price
contract is made in the period such loss becomes known. A high degree of
management judgment is required with respect to periodic estimates of profit
and product costs on these contracts. Revenue for installation services is
generally recognized as the service is performed.

10

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS continued

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company evaluates the collectibility of its trade accounts receivable based
on a number of factors. In circumstances where management is aware of a
customer's inability to meets its financial obligations to the Company, a
specific reserve for bad debts is estimated and recorded which reduces the
recognized receivable to the estimated amount the Company believes will
ultimately be collected. In addition to specific customer identification of
potential bad debts, a general reserve for bad debts is estimated and recorded
based on the Company's recent past loss history and an overall assessment of
past due trade accounts receivable amounts outstanding.

PENSION BENEFITS

The Company sponsors pension plans covering all employees who meet eligibility
requirements. Several statistical and other factors, which attempt to anticipate
future events, are used in calculating the expense and liability related to
these plans. These factors include assumptions about the discount rate, expected
return on plan assets, and rate of future compensation increases as determined
by the Company, within certain guidelines. The actuarial assumptions used by the
Company may differ materially from actual results due to changing market and
economic conditions, higher or lower withdrawal rates, or longer or shorter life
spans of participants. These differences may significantly affect the amount of
pension expense recorded by the Company in future periods.

RESULTS OF OPERATIONS

Sales for fiscal year 2002 were $84.8 million, up 10.1% from fiscal year 2001
sales of $77.1 million. Sales of laboratory products increased 27.0% to $78.7
million, as spending for industrial research and new school construction
remained robust during the year. Sales of technical products were adversely
affected by the significant slowdown in capital spending by customers in the
high-tech industry, declining 59.1% from the prior year.

Sales for fiscal year 2001 increased 3.0% from fiscal year 2000 sales of $74.8
million. The sales increase for the 2001 fiscal year resulted from record sales
of technical furniture products. Sales of laboratory products were relatively
unchanged from the prior year. The Company's unfilled sales order backlog was
$34.2 million at April 30, 2002, as compared to $35.5 million at April 30, 2001,
and $31.5 million at April 30, 2000.

Gross profit represented 17.3%, 18.8%, and 22.8% of sales in fiscal years 2002,
2001, and 2000, respectively. The decline in gross profit margin in fiscal year
2002 was due to an unfavorable sales mix resulting from the significant decline
in sales of higher margin technical products during the year. As compared to
fiscal year 2000, the gross profit margin in fiscal year 2001 was adversely
affected by lower selling process of laboratory products and an unfavorable
sales mix between higher margin industrial research projects and lower margin
educational projects. Margins for fiscal year 2001 were also impacted by higher
energy and healthcare costs.

Operating expenses were $11.8 million, $12.2 million, and $12.4 million in
fiscal years 2002, 2001, and 2000, respectively, and 13.9%, 15.8%, and 16.6% of
sales, respectively. In fiscal year 2002, the decrease in operating expenses as
a percentage of sales resulted primarily from lower sales commission expenses
due to changes in product sales mix and the continuation of cost reduction
activities, which assisted in maintaining marketing and administrative expenses
at relatively flat levels with the prior year. The decrease in operating
expenses as a percentage of sales in fiscal year 2001 was primarily attributable
to the impact of cost reduction activities implemented during the year.

                                                                              11

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS continued

Net other expense was $6,000 and $276,000 in fiscal years 2002 and 2001,
respectively, compared to net other income of $326,000 in fiscal year 2000.
Other expense for fiscal year 2001 included a charge of $391,000 associated with
the estimated settlement of an old dispute between the Company and a general
contractor. Interest expense was $206,000, $246,000, and $169,000 in fiscal
years 2002, 2001, and 2000, respectively. The change in interest expense for
fiscal year 2002 resulted primarily from changes in the levels of borrowing and
lower interest rates. The change in interest expense for fiscal years 2001 and
2000 resulted primarily from changes in the levels of borrowings during each
year.

The Company recorded income tax expense of $793,000, $561,000, and $1.3 million
in fiscal years 2002, 2001, and 2000, respectively. The effective rates were
29.4%, 30.5%, and 26.0% of pretax earnings in fiscal years 2002, 2001, and 2000,
respectively. The effective rates for each year were reduced by state income tax
credits available from investments in certain qualifying machinery and
equipment, and, to a lesser degree, income tax credits for research and
development activities.

Net earnings increased to $1.9 million, or $0.77 per diluted share, in fiscal
year 2002, from $1.3 million, or $.51 per diluted share, in fiscal year 2001.
Net earnings were $3.6 million, or $1.44 per diluted share, in fiscal year 2000.

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. At April 30, 2002, the Company
had no advances outstanding under its $6 million revolving credit loan.

The Company has entered into a bank note collateralized by certain machinery and
equipment. The loan is repayable in 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.
The Company has entered into an interest rate swap agreement whereby a
substantial portion of the outstanding principal amount of the bank note
effectively converts to a fixed rate on May 1, 2002. The notional amount of this
cash flow hedge is reduced in the same proportion as the principal balance of
the bank note over the remaining term of the bank note. The Company also 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. The following table summarizes the obligated
cash payments for these commitments:

                             PAYMENTS DUE BY PERIOD

<TABLE>
<CAPTION>
Contractual Obligations    Total       1 Year         2-3 Years       4-5 Years   After 5 Years
- --------------------------------------------------------------------------------------------------
<S>                     <C>           <C>            <C>             <C>          <C>
Long-term Debt
(principal only)        $2,611,000    $  681,000     $1,362,000      $  568,000      $    --
- --------------------------------------------------------------------------------------------------
Operating Leases         1,947,000       506,000        844,000         511,000       86,000
- --------------------------------------------------------------------------------------------------
Total Contractual
Cash Obligations        $4,558,000    $1,187,000     $2,206,000      $1,079,000      $86,000
</TABLE>

12

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS continued

Operating activities provided cash of $4.5 million, $2.4 million, and $2.2
million in fiscal years 2002, 2001, and 2000, respectively, primarily from
earnings in each of these years. Working capital increased to $14.8 million at
April 30, 2002, from $14.7 million at April 30, 2001, and the ratio of current
assets to current liabilities decreased to 2.4-to-1 at April 30, 2002, from
2.5-to-1 at April 30, 2001.

Capital expenditures of $2.1 million, $1.7 million, and $3.4 million in fiscal
years 2002, 2001, and 2000, respectively, were funded by cash primarily from
operating activities and $3.1 million borrowed in fiscal year 2001 under a
five-year bank note. Fiscal year 2003 capital expenditures are anticipated to be
approximately $3 million and are expected to be funded primarily by operating
activities.

The Company paid cash dividends of $.28 per share, $.28 per share, and $.26 per
share in fiscal years 2002, 2001, and 2000, respectively. 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 June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141")
and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires the
purchase method of accounting for business combinations initiated after June 30,
2001 and eliminated the pooling-of-interests method for business combinations.
SFAS 142 requires that goodwill and certain intangibles will not be amortized,
but instead be reviewed for impairment and written down to fair value. SFAS 142
is effective for fiscal years beginning after December 15, 2001. The Company
does not expect the adoption of SFAS 141 and SFAS 142 to have a material effect
on its financial condition or results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets" and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 143
establishes accounting standards for the recognition and measurement of an asset
retirement obligation and its associated retirement cost. SFAS 143 is effective
for fiscal years beginning after June 15, 2002, with early adoption permitted.
The Company plans to adopt SFAS 143 effective May 1, 2003. SFAS 144 establishes
a single accounting model for the impairment of long-lived assets. SFAS 144
supersedes SFAS 121, but retains the fundamental provisions for (a) measurement
of impairment of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of by sales. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The Company does not expect the
adoption of SFAS 143 and SFAS 144 to have a material effect on its financial
condition or results of operations.

                                                                              13

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATION

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

        $ and shares in thousands, except per share amounts                         2002           2001            2000
        --------------------------------------------------------------------------------------------------------------------
        <S>                                                                        <C>            <C>             <C>
        Net sales                                                                  $84,849        $77,059         $74,798
        Cost of products sold                                                       70,143         62,543          57,715
        --------------------------------------------------------------------------------------------------------------------
        Gross profit                                                                14,706         14,516          17,083
        Operating expenses                                                          11,801         12,156          12,429
        --------------------------------------------------------------------------------------------------------------------
        Operating earnings                                                           2,905          2,360           4,654
        Other (expense) income                                                          (6)          (276)            326
        Interest expense                                                              (206)          (246)           (169)
        --------------------------------------------------------------------------------------------------------------------
        Earnings before income taxes                                                 2,693          1,838           4,811
        Income tax expense                                                             793            561           1,250
        --------------------------------------------------------------------------------------------------------------------
        Net earnings                                                               $ 1,900        $ 1,277         $ 3,561
        ====================================================================================================================
        Net earnings per share
          Basic                                                                    $  0.77        $  0.52         $  1.45
          Diluted                                                                  $  0.77        $  0.51         $  1.44
        ====================================================================================================================
        Weighted average number of
         common shares outstanding
          Basic                                                                      2,468          2,467           2,456
          Diluted                                                                    2,481          2,490           2,478
        --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

        YEAR ENDED APRIL 30                                                                 KEWAUNEE SCIENTIFIC CORPORATION

        $ in thousands,                               Common       Additional      Retained    Treasury   Total Stockholders'
        except per share amounts                      Stock      Paid-in-Capital   Earnings     Stock          Equity
        --------------------------------------------------------------------------------------------------------------------
        <S>                                          <C>         <C>               <C>         <C>        <C>
        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
        ====================================================================================================================
        Net earnings                                        --           --          1,900         --          1,900
        Cash dividends declared, $.28 per share             --           --           (692)        --           (692)
        Stock options exercised, 8,750 shares               --           (4)            --         54             50
        Purchase of treasury stock, 12,966 shares           --           --             --       (107)          (107)
        --------------------------------------------------------------------------------------------------------------------
        Balance at April 30, 2002                       $6,550         $146        $21,146    $  (930)       $26,912
        ====================================================================================================================
</TABLE>

     The accompanying Notes are an integral part of these Consolidated Financial
     Statements

14

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
APRIL 30                                                                        KEWAUNEE SCIENTIFIC CORPORATION

$ and shares in thousands, except per share amounts                                 2002         2001
- --------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>
ASSETS
Current Assets
Cash and cash equivalents                                                         $  1,747     $    488
Receivables, less allowance: $597 (2002); $389 (2001)                               18,979       17,629
Inventories                                                                          3,309        4,370
Deferred income taxes                                                                  581          915
Prepaid income taxes                                                                   296          758
Prepaid expenses and other current assets                                              514          498
- --------------------------------------------------------------------------------------------------------
Total Current Assets                                                                25,426       24,658
- --------------------------------------------------------------------------------------------------------
Property, Plant Equipment
Land                                                                                   454           98
Buildings and improvements                                                          14,197       13,857
Machinery and equipment                                                             22,040       20,789
- --------------------------------------------------------------------------------------------------------
Property, plant and equipment                                                       36,691       34,744
Accumulated depreciation                                                           (23,880)     (21,825)
- --------------------------------------------------------------------------------------------------------
Net Property, Plant and Equipment                                                   12,811       12,919
- --------------------------------------------------------------------------------------------------------
Other Assets                                                                         3,953        3,292
- --------------------------------------------------------------------------------------------------------
Total Assets                                                                      $ 42,190     $ 40,869
========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt                                                 $    681     $    620
Accounts payable                                                                     6,648        5,334
Employee compensation and amounts withheld                                           1,932        1,446
Deferred revenue                                                                       481        1,024
Other accrued expenses                                                                 867        1,549
- --------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                           10,609        9,973
- --------------------------------------------------------------------------------------------------------
Long-term Debt                                                                       1,930        2,377
Deferred Income Taxes                                                                  925        1,063
Accrued Employee Benefit Plan Costs                                                  1,583        1,695
Other Long-term Liabilities                                                            231           --
- --------------------------------------------------------------------------------------------------------
Total Liabilities                                                                   15,278       15,108
- --------------------------------------------------------------------------------------------------------
Commitments and Contingencies (Note 7)
Stockholders' Equity
Common stock, $2.50 par value
  Authorized-5,000 shares; Issued-2,620 shares                                       6,550        6,550
Additional paid-in-capital                                                             146          150
Retained earnings                                                                   21,146       19,938
Common stock in treasury, at cost: 151 shares (2002); 147 (2001)                      (930)        (877)
- --------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                          26,912       25,761
- --------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                        $ 42,190     $ 40,869
========================================================================================================
</TABLE>

     The accompanying Notes are an integral part of these Consolidated Financial
     Statements

                                                                              15

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED APRIL 30                             KEWAUNEE SCIENTIFIC CORPORATION

<TABLE>
<CAPTION>
$ in thousands                                                     2002       2001      2000
- ------------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>       <C>
Cash Flows from Operating Activities
Net earnings                                                    $  1,900    $ 1,277   $ 3,561
Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Depreciation                                                   2,173      2,168     1,968
    Bad debt provision                                               155        144       123
    Deferred income tax expense (benefit)                            196        355      (255)
    Decrease (increase) in prepaid income taxes                      462       (758)       --
    (Increase) decrease in receivables                            (1,505)       220      (885)
    Decrease (increase) in inventories                             1,061       (871)     (559)
    (Increase) decrease in prepaid pension cost                     (896)      (387)      162
    Increase (decrease) in accounts payables
        and accrued expenses                                       1,118       (168)   (1,728)
    (Decrease) increase in deferred revenue                         (543)       516       (62)
    Other, net                                                       338       (130)     (130)
- ------------------------------------------------------------------------------------------------
Net cash provided by operating activities                          4,459      2,366     2,195
- ------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Capital expenditures                                              (2,065)    (1,678)   (3,352)
- ------------------------------------------------------------------------------------------------
Net cash used in investing activities                             (2,065)    (1,678)   (3,352)
- ------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Dividends paid                                                      (692)      (690)     (639)
Net (decrease) increase in short-term borrowings                      --     (2,555)    1,616
Proceeds from long-term debt                                         250      3,100        --
Payments on long-term debt                                          (636)      (103)       --
Proceeds from exercise of stock options
    (including tax benefit)                                           50         40       184
Purchase of treasury stock                                          (107)        (1)       (3)
- ------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities               (1,135)      (209)    1,158
- ------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents                              1,259        479         1

Cash and Cash Equivalents at Beginning of Year                       488          9         8
- ------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year                        $  1,747    $   488   $     9
================================================================================================
Supplemental Disclosure of Cash Flow Information
    Interest paid                                               $    205    $   266   $   159
    Income taxes paid                                           $    115    $ 1,196   $ 1,080
================================================================================================
</TABLE>

     The accompanying Notes are an integral part of these Consolidated Financial
     Statements

16

<PAGE>

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Kewaunee Scientific Corporation (the "Company") is a manufacturer of scientific
and technical furniture, including steel and wood 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 stocking 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, educational, 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 $2,411,000
and $1,796,000 at April 30, 2002 and April 30, 2001, 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.

                                                                              17

<PAGE>

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.

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, 2002, 2001,
and 2000 were $410,000, $705,000, and $714,000, 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.

Derivative Financial Instruments   The Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," effective January 1, 2001.
SFAS No. 133 requires that the Company record derivatives on the balance sheet
at fair value and establishes criteria for designation and effectiveness of
hedging relationships. The nature of the Company's business activities involves
the management of various financial and market risks, including those related to
changes in interest rates. The Company employs derivative financial instruments,
such as interest rate swap contracts, to mitigate certain of those risks. The
Company does not enter into derivative instruments for speculative purposes.

Recent Accounting Standards   In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 141,
"Business Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminated the
pooling-of-interests method for business combinations. SFAS 142 requires that
goodwill and certain intangibles will not be amortized, but instead be reviewed
for impairment and written down to fair value. SFAS 142 is effective for fiscal
years beginning after December 15, 2001. The Company does not expect the
adoption of SFAS 141 and SFAS 142 to have a material effect on its financial
condition or results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets" and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 143
establishes accounting standards for the recognition and measurement of an asset
retirement obligation and its associated retirement cost. SFAS 143 is effective
for fiscal years beginning after June 15, 2002, with early adoption permitted.
The Company plans to adopt SFAS 143 effective May 1, 2003. SFAS 144 establishes
a single accounting model for the impairment of long-lived assets. SFAS 144
supersedes SFAS 121, but retains the fundamental provisions for (a) measurement
of impairment of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of by sales. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The Company does not expect the
adoption of SFAS 143 and SFAS 144 to have a material effect on its financial
condition or results of operations.

NOTE 2--BUSINESS COMBINATIONS

In the first quarter of fiscal year 2002, the Company increased its ownership to
51% in Kewaunee Labway Asia Pte Ltd, a joint-venture company serving as a dealer
for the Company's laboratory products in the Southeast Asia region. The
consolidated financial statements for fiscal year 2002 include the operating
results for this joint venture. All intercompany balances and transactions have
been eliminated in consolidation. In fiscal years 2001 and 2000, the operating
results of the joint venture are reported in the consolidated financial
statements in accordance with the equity method of accounting. Proforma results
for fiscal years 2001 and 2000 have not been presented because the operating
results for this business were not material to the consolidated financial
statements on either an individual or an aggregate basis.

18

<PAGE>

NOTE 3--INVENTORIES

The Company's inventories at April 30 consisted of:

            $ in thousands                             2002       2001
            -------------------------------------------------------------
            Finished goods                           $   671     $1,023
            Work-in-process                            1,007      1,455
            Materials and components                   1,631      1,892
            -------------------------------------------------------------
            Total inventories                        $ 3,309     $4,370
            =============================================================

If inventories had been determined using the first-in, first-out (FIFO) method
at April 30, 2002 and 2001, reported inventories would have been $2.2 million
and $2.3 million greater, respectively.

NOTE 4--LONG-TERM DEBT AND OTHER CREDIT ARRANGEMENTS

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

            $ in thousands                             2002       2001
            -------------------------------------------------------------
            Notes payable, bank                      $ 2,611     $2,997
            -------------------------------------------------------------
            Less - payable within 1 year                 681        620
            -------------------------------------------------------------
            Long-term portion                        $ 1,930     $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. In February 2002, the Company added
$250,000 to the bank note repayable in equal monthly installments over the
remainder of the original term of the bank note. The note includes certain
financial covenants as to tangible net worth, funds flow coverage, current
ratio, and ratio of liabilities to tangible net worth.

The Company entered into an interest rate swap agreement in fiscal year 2002,
whereby $1.5 million of the outstanding principal amount of the bank note
effectively converts to a fixed rate of 6.37%, beginning May 1, 2002. The
notional amount of this interest rate hedge is reduced in the same proportion as
the principal balance of the bank note over the remaining term of the bank note.
The fair value of this cash flow hedge was not significant to the Company's
consolidated financial statements as of April 30, 2002. The Company entered into
this interest rate swap to mitigate future increases in interest rates. The
Company does not enter into derivative instruments for speculative purposes.

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 3.59% at April
30, 2002.

The Company has an unsecured revolving credit facility for borrowings of up to
$6 million that matures in December 2002. There were no advances outstanding
under this facility as of April 30, 2002.


                                                                              19

<PAGE>

NOTES 5--INCOME TAXES

The income tax expense consisted of the following:

<TABLE>
<CAPTION>
         $ in thousands                                2002          2001          2000
         -------------------------------------------------------------------------------
         <S>                                          <C>           <C>           <C>
         Current tax expense:
           Federal                                    $ 585          $ 188       $ 1,320
           State and local                               54             18           185
           Foreign tax credit                           (42)            --            --
         -------------------------------------------------------------------------------
         Total current tax expense                      597            206         1,505
         -------------------------------------------------------------------------------
         Deferred tax expense (benefit):
           Federal                                      173            310            42
           State and Local                               23             45          (297)
         -------------------------------------------------------------------------------
         Total deferred tax expense (benefit)           196            355          (255)
         -------------------------------------------------------------------------------
         Net income tax expense                       $ 793          $ 561       $ 1,250
         ===============================================================================
</TABLE>


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:

<TABLE>
<CAPTION>
         $ in thousands                                2002          2001          2000
         -------------------------------------------------------------------------------
         <S>                                          <C>            <C>          <C>
         Income tax expense at statutory rate         $ 923          $ 625       $ 1,636
         State and local taxes, net of federal
           income tax benefit                           125             85           221
         Tax credits                                   (301)          (232)         (654)
         Other items, net                                46             83            47
         -------------------------------------------------------------------------------
         Net income tax expense                       $ 793          $ 561       $ 1,250
         -------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
         $ in thousands                                              2002          2001
         -------------------------------------------------------------------------------
         <S>                                                         <C>         <C>
         Deferred tax assets:
           Accrued employee benefit expenses                         $ 192       $   658
           Allowance for doubtful accounts                             203           160
           Inventory reserves and capitalized costs                    117            70
           Other                                                        69            27
         -------------------------------------------------------------------------------
         Total deferred tax assets                                     581           915
         -------------------------------------------------------------------------------
         Deferred tax liabilities:
           Book basis in excess of tax basis
           of property, plant and equipment                           (918)       (1,063)
           Other                                                        (7)           --
         -------------------------------------------------------------------------------
         Total deferred tax liabilities                               (925)       (1,063)
         --------------------------------------------------------------------------------
         Net deferred tax liabilities                                $(344)      $  (148)
         --------------------------------------------------------------------------------
</TABLE>


20

<PAGE>

NOTE 6 -- 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, 2002, 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 allowed the Company to grant options on on 40,000
shares of the Company's common stock. Each non-employee director of the Company
received an option to purchase 5,000 shares of the Compnay'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 were granted at the fiar market value
of the date of grant. At April 30, 2002, no shares were available for future
grants under the plan.

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, 2002, there were 59,250 shares
available for future grants under the plan.

The Company utilized treasury stock to satisfy the stock options exercised
during fiscal years 2002, 2001, and 2000. Stock option activity and weighted
average exercise price is summarized as follows:

<TABLE>
<CAPTION>
                                                 2002                  2001                  2001
                                       ------------------------------------------------------------------
                                         Options      Price    Options      Price     Options     Price
- ---------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>      <C>         <C>        <C>        <C>
Outstanding at beginning of year         152,024      $  9.04   115,775    $  8.28     124,500   $  6.85
Granted                                   45,750         9.59    43,750      10.13      28,150     10.38
Canceled                                  (2,200)       10.16        --         --      (7,000)    10.34
Exercised                                 (8,750)        3.48    (7,501)      3.50     (29,875)     3.82
- ---------------------------------------------------------------------------------------------------------
Outstanding at end of year               186,824      $  9.43   152,024    $  9.04     115,775   $  8.28
=========================================================================================================
Exercisable at end of year                88,385      $  8.71    66,420    $  7.27      47,568   $  5.80
=========================================================================================================
</TABLE>

The optins outstanding and weighted average exercise price within the following
price ranges at April 30, 2002 are as follows:

<TABLE>
<CAPTION>
Exercise price range                                     $2.75-$3.87   $4.25-$4.62    $8.13-$12.00
- ------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>           <C>
Options outstanding                                         13,625         8,999         164,200
Weighted average exercise price                            $  3.70        $ 4.42        $  10.17
Weighted average remaining contractual life (years)            4.1           1.5             7.6
======================================================================================================
</TABLE>

The options exercisable and weighted average exercise price within the following
price ranges at April 30, 2002 are as follows:

<TABLE>
<CAPTION>
Exercise price range                                     $2.75-$3.87   $4.25-$4.62    $8.13-$12.00
- ------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>            <C>
Options exercisable                                         13,625         8,999            65,761
Weighted average exercise price                            $  3.70        $ 4.42          $  10.34
======================================================================================================
</TABLE>


                                                                              21

<PAGE>

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 cost 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 2002, 2001, and 2000
would have been reduced to the pro forma amounts indicated as follows:

                                               2002       2001      2000
        --------------------------------------------------------------------
        Net earnings (in thousands)
        As reported                           $1,900     $1,277    $3,561
        Pro forma                              1,789      1,212     3,488
        ====================================================================
        Net earnings per share - Basic
        As reported                           $  .77     $  .52    $ 1.45
        Pro forma                                .72        .49      1.42
        ====================================================================
        Net earnings per share - Diluted
        As reported                           $  .77     $  .51    $ 1.44
        Pro forma                                .72        .49      1.41
        ====================================================================

The estimated weighted average fair value of options granted under the Company's
stock option plans was $3.91 in 2002, $4.70 in 2001, and $4.74 in 2000. The
options were valued using the Black-Scholes option-pricing model with the
following assumptions used for 2002, 2001, and 2000: dividend yield of 3.0%,
2.5%, and 2.5%; expected volatility of 48%, 50%, and 49%; risk-free interest of
4.95%, 5.80%, and 5.81%; and an expected life of 7.25 years.

NOTE 7--COMMITMENTS AND CONTINGENCIES

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 for these leases
was $459,000, $561,000, and $578,000 in fiscal years 2002, 2001, and 2000,
respectively.

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

        $ in thousands                               Amount
        ------------------------------------------------------
        2003                                        $   506
        2004                                            490
        2005                                            354
        2006                                            322
        2007                                            189
        Thereafter                                       86
        ------------------------------------------------------
        Total minimum lease payments                $ 1,947
        ======================================================

The Company is involved in a legal dispute with Bernards Bros. Inc., a former
customer of the Company. The dispute is the subject of lengthy arbitration
proceedings completed in December 2000. In fiscal year 2001, the Company
recorded a charge of $391,000, including an estimated liability of $134,000 for
final settlement of the matter, based on its interpretation of the Arbitrator's
award. In fiscal year 2002, pursuant to a Petition to Confirm Arbitration Award
in Los Angeles Superior Court, a judgment was issued against the Company in this
matter for approximately $1.3 million. The Company believes that the judgment
entered by the trial court is inconsistent with the Arbitrator's award, and the
Company intends to vigorously contest such judgment. The Company has filed an
appeal with the Court of Appeals of the State of California (Bernards Bros. v.
Kewaunee Scientific, et. al. Appellate Case No. B 152623) regarding this
judgment. If appeal efforts are unsuccessful, the Company could be contingently
liable up to the amount of the judgment issued.

22

<PAGE>

The Company is involved in certain other 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.

NOTE 8--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. The change in projected 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:

<TABLE>
<CAPTION>
       $ in thousands                                                2002           2001
       ------------------------------------------------------------------------------------
       <S>                                                         <C>            <C>
       Accumulated Benefit Obligation, April 30                    $ 7,868        $ 7,070
       ====================================================================================
       Change in Projected Benefit Obligations
       Projected benefit obligations, beginning of year            $ 8,593        $ 7,585
       Service cost                                                    378            324
       Interest cost                                                   641            581
       Actuarial loss                                                  480            439
       Actual benefits paid                                           (377)          (336)
       ------------------------------------------------------------------------------------
       Projected Benefit obligations, end of year                  $ 9,715        $ 8,593
       ====================================================================================
       Change in Plan Assets
       Fair value of plan assets, beginning of year                $ 7,176        $ 7,084
       Actual loss on plan assets                                     (122)          (259)
       Actual company contributions                                  1,353            687
       Actual benefits paid                                           (376)          (336)
       ------------------------------------------------------------------------------------
       Fair value of plan assets, end of year                      $ 8,031        $ 7,176
       ====================================================================================
       Funded Status and Prepaid (Accrued)
       Funded status of plans                                      $(1,684)       $(1,417)
       Unrecognized net transition obligation                           --             --
       Unrecognized prior service cost                                  62             73
       Unrecognized net loss                                         2,955          1,781
       ------------------------------------------------------------------------------------
       Prepaid pension cost                                        $ 1,333        $   437
       ====================================================================================
       Amounts Recognized in the
       Statement of Financial Position
       Prepaid pension cost                                        $ 1,333        $   437
       ------------------------------------------------------------------------------------
       Weighted-Average Assumptions
       Discount rate, end of year                                     7.25%          7.50%
       Expected return on plan assets                                 9.00%          9.00%
       Rate of compensation increase                                  5.00%          5.00%
       ====================================================================================
</TABLE>
                                                                              23

<PAGE>

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

<TABLE>
<CAPTION>
           $ in thousands                                               2002       2001      2000
           ----------------------------------------------------------------------------------------
           <S>                                                         <C>         <C>       <C>
           Service cost                                               $  378      $ 324     $ 349
           Interest cost                                                 641        581       558
           Expected return on plan assets                               (642)      (640)     (623)
           Amortization of transition asset                               --         --       (32)
           Amortization of prior service cost                             11         11        11
           Recognition of net loss                                        69         23        24
           ----------------------------------------------------------------------------------------
           Net periodic pension cost                                  $  457      $ 299     $ 287
           ----------------------------------------------------------------------------------------
</TABLE>

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 2002, 2001 and 2000
were $277,000, $267,000, and $239,000, respectively.

24

<PAGE>

NOTE 9-- 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 2.6% 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 in 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, 2002, 2001, and 2000:

<TABLE>
<CAPTION>
                                                     Laboratory      Technical
$ in thousands                                        Products       Products      Corporate    Total
- --------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>           <C>         <C>
Fiscal Year Ended April 30, 2002:
Revenues from external customers                       $78,676          $ 6,173     $   --     $84,849
Intersegment revenues                                      809               --       (809)         --
Depreciation                                             1,917              254          2       2,173
Segment profit                                           3,959             (613)      (653)      2,693
Segment assets                                          34,011            3,295      4,884      42,190
Expenditures for segment fixed assets                    1,397              304        364       2,065
Net sales to customers in foreign countries              3,324              362         --       3,686
========================================================================================================
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
========================================================================================================
</TABLE>

Revenues from one customer of the Company represented 12%, 13%, and 11% of the
Company's total sales in fiscal years 2002, 2001, and 2000, respectively.

                                                                              25

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Kewaunee
Scientific Corporation and its subsidiaries (the "Company") at April 30, 2002
and 2001 and the results of its operations and its cash flows for each of the
three years in the period ended April 30, 2002, 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 3, 2002

MANAGEMENT'S REPORT OF
CONSOLIDATED FINANCIAL STATEMENTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION

The consolidated 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 consolidated 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


26

<PAGE>

SUMMARY OF SELECTED FINANCIAL DATA

                                                 KEWAUNEE SCIENTIFIC CORPORATION

<TABLE>
<CAPTION>
$ and shares in thousands,
except per share amounts                                2002           2001           2000          1999          1998
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>             <C>          <C>            <C>
OPERATING STATEMENT DATA:
Net sales                                            $  84,849      $  77,059       $ 74,798     $  77,478      $  73,037
Costs of products sold                                  70,143         62,543         57,715        59,782         55,600
- -------------------------------------------------------------------------------------------------------------------------
Gross profit                                            14,706         14,516         17,083        17,696         17,437
Operating expenses                                      11,801         12,156         12,429        12,315         13,096
- -------------------------------------------------------------------------------------------------------------------------
Operating earnings                                       2,905          2,360          4,654         5,381          4,341
Other (expense) income                                      (6)          (276)           326           325             45
Interest expense                                          (206)          (246)          (169)          (96)          (149)
- -------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                             2,693          1,838          4,811         5,610          4,237
Income tax expense                                         793            561          1,250         2,214          1,674
- -------------------------------------------------------------------------------------------------------------------------
Net earnings                                         $   1,900      $   1,277       $  3,561     $   3,396      $   2,563
- -------------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding:
  Basic                                                  2,468          2,467          2,456         2,432          2,386
  Diluted                                                2,481          2,490          2,478         2,464          2,423
- -------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA:
Net earnings:
  Basic                                              $    0.77      $    0.52       $   1.45     $    1.40      $    1.07
  Diluted                                                 0.77           0.51           1.44          1.38           1.06
Cash dividends                                            0.28           0.28           0.26          0.22           0.18
Year-end book value                                      10.90          10.42          10.19          9.04           7.89
- -------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Current assets                                       $  25,426      $  24,658       $ 23,032     $  21,831      $  20,853
Current liabilities                                     10,609          9,973         11,560        11,672         11,287
Net working capital                                     14,817         14,685         11,472        10,159          9,566
Net property, plant and equipment                       12,811         12,919         13,506        12,125         10,034
Total assets                                            42,190         40,869         39,316        36,035         31,866
Total borrowings/long-term debt                          2,611          2,997          2,555           939             --
Stockholders' equity                                    26,912         25,761         25,135        22,032         19,039
- -------------------------------------------------------------------------------------------------------------------------
OTHER DATA:
Capital expenditures                                 $   2,065      $   1,678       $  3,352     $   3,678      $   1,520
Year-end stockholders of record                            289            322            334           349            365
Year-end employees                                         609            593            606           643            619
- -------------------------------------------------------------------------------------------------------------------------

                                                                                                                       27
</TABLE>

<PAGE>

QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data for fiscal years 2002 and 2001 were as
follows:

<TABLE>
<CAPTION>
$ in thousands,                              First         Second         Third         Fourth
except per share amounts                    Quarter        Quarter       Quarter        Quarter
- ---------------------------------------------------------------------------------------------------
2002
<S>                                         <C>            <C>           <C>            <C>
Net sales                                   $19,740        $22,525       $20,798        $21,786
Gross profit                                  3,207          3,934         3,685          3,880
Net earnings                                    293            638           416            553
Net earnings per share
  Basic                                        0.12           0.26          0.17           0.22
  Diluted                                      0.12           0.26          0.17           0.22
Cash dividends per share                       0.07           0.07          0.07           0.07
===================================================================================================
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
===================================================================================================
</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 Market System.

<TABLE>
<CAPTION>
                                              First           Second         Third         Fourth
                                             Quarter          Quarter       Quarter        Quarter
- -----------------------------------------------------------------------------------------------------
2002
<S>                                          <C>              <C>           <C>            <C>
High                                         $10.17           $ 9.95        $ 9.66         $11.00
Low                                          $ 8.90           $ 7.00        $ 7.81         $ 9.55
Close                                        $ 9.65           $ 8.00        $ 9.66         $10.60
=====================================================================================================
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
=====================================================================================================
</TABLE>

28

<PAGE>

CORPORATE INFORMATION

<TABLE>
<CAPTION>
<S>                                                       <C>
BOARD OF DIRECTORS                                       EXECUTIVE OFFICES
Margaret Barr Bruemmer (1)(3)(4)                         William A. Shumaker
  Attorney                                                 President,
  Milwaukee, WI                                            Chief Executive Officier

Wiley N. Caldwell (3)(4)                                 D. Michael Parker
  Retired President                                        Senior Vice President, Finance,
  W. W. Grainger, Inc.                                     Chief Financial Officer,
  Kenilworth, IL                                           Treasurer, Secretary

John C. Campbell, Jr. (1)(2)                             Roger L. Eggena
  Private Consultant                                       Vice President, Manufacturing
  Arlington, TX

                                                         Kurt P. Rindoks
Silas Keehn (2)(3)(4)                                      Vice President, Engineering
  Retired President                                        and Product Development
  Federal Reserve Bank of Chicago
  Winnetka, IL

                                                         James J. Rossi
                                                           Vice President, Human Resources

Eli Manchester, Jr. (1)(3)
  Chairman of the Board                                  Kenneth E. Sparks
  Kewaunee Scientific Corporation                          Vice President, General Manager
  Statesville, NC                                          Technical Furniture Group

James T, Rhind (1)(2)(4)
  Counsel to Bell, Boyd & Lloyd LLC                      CORPORATE OFFICES
  Attorneys                                              2700 West Front Street
  Chicago, IL                                            Statesville, NC 28677-2927
                                                         P.O. Box 1842, Statesville, NC 28687-1842
                                                         Telephone: 704-873-7202
                                                         Facsimile: 704-873-1275

William A. Shumaker (1)(3)
  Resident/CEO
  Kewaunee Scientific Corporation
  Statesville, NC

(1) Executive Committee                                  EMPLOYMENT OPPORTUNITIES
(2) Audit Committee                                      Individuals interested in employment with
(3) Financial/Planning Committee                         Kewaunee Scientific Corporation should contact
(4) Compensation Committee                               the Vice President of Human Resources, Kewaunee
                                                         Scientific Corporation, P.O. Box 1842, Statesville,
[LOGO]                                                   NC 28687-1842. Employment opportunities are also
KEQU                                                     listed on the Internet at http://www.kewaunee.com.
- ------                                                   Kewaunee Scientific Corporation is an equal
NASDAQ                                                   opportunity employer.
LISTED
</TABLE>

                                                                              29

<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 28, 2002 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: marketing-tfg@kewaunee.com.

TRADEMARKS

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


30

<PAGE>

                                                    [PHOTO DEPICTING LABORATORY]

                                                    [PHOTO DEPICTING LABORATORY]

                                                  [PHOTO DEPICTING WORKSTATIONS]

[LOGO] KEWAUNEE
       Scientific Corporation

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>11
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT INDEPENDENT AUDITORS
<TEXT>
<PAGE>


                                                                     Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-18417) of Kewaunee Scientific Corporation of our
report dated June 3, 2002 relating to the financial statements, which appear in
the Annual Report to Shareholders, which is incorporated in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
dated June 3, 2002 relating to the financial statement schedule, which appears
in this Form 10-K.


/s/  PricewaterhouseCoopers LLP

Charlotte, North Carolina
July 17, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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