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<SEC-DOCUMENT>0000950131-02-002733.txt : 20020719
<SEC-HEADER>0000950131-02-002733.hdr.sgml : 20020719
<ACCEPTANCE-DATETIME>20020717141127
ACCESSION NUMBER:		0000950131-02-002733
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020828
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:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		02704613

	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>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>
<PAGE>

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

                                  SCHEDULE 14A

                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement      [_] Confidential, for Use of the Commission
[X] Definitive Proxy Statement           Only (as permitted by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to
    Rule 14a-11(c) or Rule 14a-12

                         Kewaunee Scientific Corporation
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

   -----------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

   -----------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed pursuant to
   Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
   calculated and state how it was determined):

   -----------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

   -----------------------------------------------------------------------------

5) Total fee paid:

   -----------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.

1) Amount Previously Paid:

   -----------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

   -----------------------------------------------------------------------------

3) Filing Party:

   -----------------------------------------------------------------------------

4) Date Filed:

   -----------------------------------------------------------------------------

<PAGE>

                         KEWAUNEE SCIENTIFIC CORPORATION
                             2700 West Front Street
                     Statesville, North Carolina 28677-2927



William A. Shumaker
President and
Chief Executive Officer

                                                                   July 17, 2002

TO OUR STOCKHOLDERS:

       You are cordially invited to attend the Annual Meeting of Stockholders of
Kewaunee Scientific Corporation (the "Company"), which will be held on the 37th
floor at Harris Trust & Savings Bank, 111 West Monroe Street, Chicago, Illinois,
on August 28, 2002, at 10:00 A.M. Central Daylight Time.

       At the meeting, management will review with you the Company's past year's
performance and the major developments which occurred during the year. There
will be an opportunity for stockholders to ask questions about the Company and
its operations. We hope you will be able to join us.

       To assure that your shares are represented at the meeting, please vote,
sign and return the enclosed proxy card as soon as possible. The proxy is
revocable and will not affect your right to vote in person if you are able to
attend the meeting.

       The Company's 2002 Annual Report to Stockholders is enclosed.


                                Sincerely yours,

                                /s/ William  A. Schumaker

<PAGE>

                         KEWAUNEE SCIENTIFIC CORPORATION
                            ________________________

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                  to be held on
                                August 28, 2002

          The Annual Meeting of Stockholders of Kewaunee Scientific Corporation
will be held on the 37th floor at Harris Trust & Savings Bank, 111 West Monroe
Street, Chicago, Illinois, on August 28, 2002, at 10:00 A.M. Central Daylight
Time, for the purpose of considering and acting upon the following:

          (1)  To elect two Class I directors and one Class III director; and

          (2)  To transact such other business as may properly come before the
               meeting.

          Stockholders of record at the close of business on July 5, 2002 will
be entitled to vote at the meeting. A list of stockholders will be available for
examination by any stockholder for any purpose germane to the meeting, during
normal business hours, at the offices of Bell, Boyd & Lloyd LLC, 70 West Madison
Street, Chicago, Illinois, for a period of 10 days prior to the meeting.

          It is important that your shares be represented at the meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to vote, date and sign the enclosed proxy
and return it in the envelope provided for that purpose, which does not require
postage if mailed in the United States.

                                            D. MICHAEL PARKER
                                            Secretary

July 17, 2002

- --------------------------------------------------------------------------------
                             YOUR VOTE IS IMPORTANT

            Please vote, date and sign the enclosed proxy and return
                     it promptly in the enclosed envelope.
- --------------------------------------------------------------------------------

<PAGE>

                         KEWAUNEE SCIENTIFIC CORPORATION

                                 PROXY STATEMENT

          The enclosed proxy is solicited by the Board of Directors of Kewaunee
Scientific Corporation (the "Company") for use at the annual meeting of
stockholders of the Company to be held on the 37th floor of Harris Trust and
Savings Bank, 111 West Monroe Street, Chicago, Illinois, on August 28, 2002, at
10:00 A.M. Central Daylight Time, and at any postponements or adjournments
thereof. Proxies properly executed and returned in a timely manner will be voted
at the meeting in accordance with the directions noted thereon. If no direction
is indicated, proxies will be voted for the election of the nominees named
herein as directors, and on other matters presented for a vote in accordance
with the judgment of the persons acting under the proxies.

          The Company's principal executive offices are located at 2700 West
Front Street, Statesville, North Carolina 28677-2927 (telephone 704/873-7202).

          The proxy, together with this Proxy Statement and the accompanying
Notice of Annual Meeting of Stockholders, is being mailed to stockholders on, or
about, July 17, 2002.

                              ELECTION OF DIRECTORS

          Two Class I directors and one Class III director are to be elected at
the meeting. Directors in two classes are to be elected to keep the three
classes of directors as nearly equal in number as possible. The Board of
Directors, at its meeting on June 18, 2002, upon the recommendation of the
Nominating Committee, selected Wiley N. Caldwell and Silas Keehn as nominees for
re-election at the annual meeting to serve as Class I directors for three-year
terms and selected Margaret Barr Bruemmer as a nominee for re-election to serve
as a Class III director for a two-year term. Each of the nominees are serving as
directors as of the date of this Proxy Statement. The current Class II and III
directors named below have terms which expire in 2003 and 2004, respectively.

          The three nominees receiving the greatest number of votes at the
annual meeting will be elected directors. Unless a stockholder indicates
otherwise on the proxy, proxies will be voted for the election of the three
nominees named below. If due to circumstances not now foreseen, any of the
nominees becomes unavailable for election, the proxies will be voted for such
other person or persons as the Board of Directors may select, or the Board will
make an appropriate reduction in the number of directors to be elected.

Class I directors will serve until the annual meeting of stockholders in 2005.
     The following directors have been nominated for re-election as Class I
     directors:

WILEY N. CALDWELL, 75, was elected a director of the Company in 1988. From 1984
     to 1992, when he retired, he was President of W.W. Grainger, Inc., a
     distributor of electrical and mechanical equipment.

SILAS KEEHN, 72, was elected a director of the Company in May 2001. From 1981 to
     1994, when he retired, he was President of the Federal Reserve Bank of
     Chicago. He is also a director of the Chicago Board Options Exchange and
     the National Futures Association.

<PAGE>

Class II directors will continue to serve until the annual meeting of
     stockholders in 2003. The following directors are serving as Class II
     directors:

JOHN C. CAMPBELL, JR., 59, was elected a director of the Company in 1973. Since
     May 1995, Mr. Campbell has been engaged in private consulting. From May
     1992 to May 1995, he was Chief Operating Officer, Executive Vice President
     and a director of Grounds For Play, Inc. of Arlington, Texas, a
     manufacturer of specialty equipment for children's playgrounds.

JAMES T. RHIND, 80, was elected a director of the Company in 1966. Since January
     1, 1993, he has been engaged in the practice of law as of counsel to the
     law firm of Bell, Boyd & Lloyd LLC, Chicago, Illinois, counsel to the
     Company. Prior thereto, he was a partner in that firm.

WILLIAM A. SHUMAKER, 54, has served as President of the Company since August
     1999 and Chief Executive Officer since September 2000. He was elected a
     director of the Company in February 2000. He served as the Company's Chief
     Operating Officer from August 1998, when he was also elected Executive Vice
     President, until September 2000. He served as General Manager of the
     Company's Laboratory Products Group from February 1998 until August 1998.
     He joined the Company in December 1993 as Vice President of Sales and
     Marketing.

Class III directors will serve until the annual meeting of stockholders in 2004.
     Ms. Bruemmer, currently serving as a director, has been nominated for
     re-election as a Class III director; Mr. Manchester is currently serving as
     a Class III director:

MARGARET BARR BRUEMMER, 50, was elected a director of the Company in February
     1995. Ms. Bruemmer has been engaged in the practice of law in Milwaukee,
     Wisconsin as a sole practitioner for more than five years and has been
     Trustee of the Allis-Chalmers Corporation Product Liability Trust since
     June 1996.

ELI MANCHESTER, JR., 71, was elected a director of the Company in November 1990.
     He was elected President and Chief Executive Officer of the Company in July
     1990. In August 1999 he was elected Chairman of the Board, retaining the
     position of Chief Executive Officer. In September 2000, he relinquished the
     position of Chief Executive Officer, retaining the position of Chairman.

          Except as otherwise indicated, each director and nominee has had the
principal occupation mentioned above for more than five years. Mr. Campbell is
the first cousin of Laura Campbell Rhind, wife of Mr. Rhind.

          The Board of Directors, under the Company's bylaws, has set the size
of the Board of Directors at seven members, divided into three classes. The
Company's certificate of incorporation provides that the three classes shall be
as nearly equal in number as possible.

        The Board of Directors recommends a vote FOR the election of each
                     of the foregoing nominees for director.

                                        2

<PAGE>

Meetings and Committees of the Board

          The business and affairs of the Company are managed under the
direction of the Board of Directors. Members of the Board keep informed of the
Company's business and activities by reports and proposals sent to them
periodically and in advance of each Board meeting and reports made to them
during these meetings by the President and other Company officers. The Board is
regularly advised of actions taken by the Executive Committee and other
committees of the Board, as well as significant actions taken by management.
Members of management are available at Board meetings and other times to answer
questions and discuss issues. During the Company's fiscal year ended April 30,
2002, the Board of Directors held five meetings.

          The four standing committees of the Board of Directors of the Company
are the Executive Committee, the Audit Committee, the Compensation Committee and
the Financial/Planning Committee, the functions and membership of which are
described below.

          The Executive Committee, consisting of Messrs. Rhind (Chairman),
Campbell, Manchester and Shumaker and Ms. Bruemmer, exercises the authority of
the Board between meetings of the full Board, subject to the limitations of the
Delaware General Corporation Law. It also acts as the Nominating Committee of
the Board. The Nominating Committee's function is to make recommendations to the
full Board with respect to candidates for Board membership, officers of the
Company, and Board committee membership. The Nominating Committee will consider
as prospective Board nominees persons brought to its attention by officers,
directors and stockholders. Proposals may be addressed to the Nominating
Committee at the address shown on the cover of this Proxy Statement, attention
of the Corporate Secretary. The Executive Committee met four times during the
Company's last fiscal year.

          The Audit Committee, consisting of Messrs. Keehn (Chairman), Campbell
and Rhind, each a non-employee director, performs the responsibilities and
duties described in the Company's Audit Committee Charter and is responsible for
recommending annually to the Board a firm of independent public accountants;
reviewing the overall scope of audits and the annual financial statements of the
Company and reporting to the full Board on the Committee's conclusions; and
making inquiries of the independent accountants and the Company's financial
officers and reporting to the full Board concerning accounting methods, policies
and financial and operating controls. Mr. Keehn was elected a member and
Chairman of the Audit Committee in May 2002 to fill the vacancy on the Committee
created by the resignation of Kingman Douglass as of April 30, 2002. The Audit
Committee met once during the Company's last fiscal year. The Company's Audit
Committee Charter was amended in June 2002 to provide for meetings of the Audit
Committee on at least a quarterly basis.

          The Compensation Committee, consisting of Messrs. Caldwell (Chairman),
Keehn and Rhind and Ms. Bruemmer considers and provides recommendations to the
Board of Directors with respect to the compensation (salaries and bonuses) of
officers of the Company; short- and long-range compensation programs for
officers and other key employees of the Company; benefit programs for all
employees of the Company; and stock option grants to key employees. The
Compensation Committee also acts as the Stock Option Committee, administering
and interpreting the stock option plans for officers and other key employees.
Ms. Bruemmer was elected a member of the Compensation Committee in May 2002 to
fill the

                                        3

<PAGE>

vacancy on the Committee created by the resignation of Kingman Douglass as of
April 30, 2002. The Compensation Committee met once during the Company's last
fiscal year.

          The Financial/Planning Committee, consisting of Messrs. Manchester
(Chairman), Caldwell, Keehn and Shumaker and Ms. Bruemmer, reviews and provides
recommendations to the Board of Directors with respect to the annual budget for
the Company, the Company's strategic plan and certain major expenditures of the
Company. The Financial/Planning Committee also reviews the investment results of
the Company's retirement plans. The Financial/Planning Committee met three times
during the Company's last fiscal year.

          In the Company's last fiscal year, no director attended less than 75%
of the aggregate of all meetings of the Board and all meetings held by
committees of the Board on which such director served.

Compensation Committee Interlocks and Insider Participation

          As noted above, the Compensation Committee consists of Messrs.
Caldwell, Keehn and Rhind and Ms. Bruemmer. No executive officer of the Company
served as a member of the Compensation Committee or as a director of any other
entity, one of whose executive officers serves on the Compensation Committee or
is a director of the Company. Mr. Rhind is of counsel to the law firm of Bell,
Boyd & Lloyd LLC, which serves as counsel to the Company.

Director Compensation

          Each director who is not an employee of the Company receives for his
services as such an annual retainer of $17,000 plus a fee of $1,000 for each day
of Board and/or committee meetings attended, a multiple-meeting fee of $1,250
and a $500 fee for telephone meetings. In addition, the Chairmen of the Audit
and Compensation Committees receive an annual fee of $1,500. Payment of such
fees may be deferred at the request of a director. All directors are reimbursed
for their expenses for each Board and committee meeting attended. Under the
Company's 1993 Stock Option Plan for Directors, each of the Company's
non-employee directors was granted a one-time option to purchase 5,000 shares of
the Company's common stock. These options are exercisable in 25% increments on
August 1 of each of the next four years after the date of grant and have since
been exercised in full by each director, with the exception of Mr. Keehn, who
was granted his option in May 2001.

          Non-employee directors may also elect to participate in the Company's
health insurance program. During the last fiscal year, Mr. Campbell participated
in this program.

          Directors who are employees of the Company receive no compensation for
serving as directors.

                                        4

<PAGE>

                             EXECUTIVE COMPENSATION

Certain Summary Compensation Information

          The following table sets forth certain information for each of the
fiscal years ended April 30, 2002, April 30, 2001 and April 30, 2000, with
respect to the compensation of the Chief Executive Officer and the Company's
four other most highly compensated executive officers (the "named executive
officers") in all capacities in which they served.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                 Long-Term
                                                                            Compensation Awards
                                                                            -------------------
                                                 Annual Compensation            Securities        All Other
Name and                       Fiscal     ---------------------------------     Underlying      Compensation
Principal Position              Year      Salary ($)  Bonus ($)  (Other ($)     Options (#)       ($) (1)
- ------------------              ----      ----------  ---------   ---------     -----------       -------
<S>                             <C>       <C>         <C>         <C>            <C>              <C>
William A. Shumaker (2)         2002        239,167           -           -        10,000          9,567
  President and Chief           2001        216,092           -           -         7,500          8,644
  Executibe Officer             2000        192,200           -           -         5,000          7,688

D. Michael Parker               2002        161,833           -           -         6,000          6,473
  Senior Vice President-        2001        151,736           -           -         5,000          6,069
  Finance, Chief Financial      2000        138,130           -           -         4,000          5,525
  Officer, Treasurer and
  Secretary

Roger L. Eggena (3)             2002        124,000      42,264           -         3,000          6,651
  Vice President-               2001        117,900           -           -         2,000          4,716
  Manufacturing                 2000        110,754           -           -         2,000          4,430

Kurt P. Rindoks                 2002        132,002      44,612           -         3,000          7,065
  Vice  President-Engineering   2001        125,666           -           -         3,000          5,027
  & Product Development         2000        119,864           -           -         3,000          4,795

Kenneth E. Sparks (4)           2002        129,375           -           -         3,000          5,175
  Vice President,               2001        117,236      28,944           -         2,000          5,847
  General Manager               2000        111,459      47,981           -         2,000          6,378
  Technical Furniture Group
</TABLE>
- ------------------------
(1)  The amount listed for each named executive officer consists of the total
     matching contributions made by the Company during the year on behalf of
     that executive officer to the Company's Incentive Savings Plan and
     Executive Deferred Compensation Plan.
(2)  Mr. Shumaker was named Chief Executive Officer, effective September 1, 2000
     and was elected President in August 1999.
(3)  Mr. Eggena was elected a Vice President of the Company, effective August
     23, 2000.
(4)  Mr. Sparks was elected a Vice President of the Company, effective February
     27, 2001.

                                        5

<PAGE>

Option Grants in Last Fiscal Year

     The following table sets forth certain information with respect to options
granted under the Company's 2000 Key Employee Stock Option Plan during fiscal
year 2002 to each named executive officer.

                        OPTION GRANTS IN FISCAL YEAR 2002

<TABLE>
<CAPTION>
                                # of         % of Total                              Potential Realized Value
                             Securities        Options                                at Assumed Annual Rates
                             Underlying      Granted to   Exercise                 of Stock Price Appreciation
                               Options        Employees   Price Per   Expiration        for Option Term (2)
                                                                                        -------------------
          Name               Granted (1)   in Fiscal Year Share ($)      Date          5% ($)      10% ($)
          ----               -----------   -------------- ---------      ----          ------      -------
   <S>                       <C>           <C>            <C>         <C>          <C>             <C>
   William A. Shumaker           10,000          24.5       9.55        8/22/11        60,060      152,201
   D. Michael Parker              6,000          14.7       9.55        8/22/11        36,036       91,321
   Roger L. Eggena                3,000           7.4       9.55        8/22/11        18,018       45,660
   Kurt P. Rindoks                3,000           7.4       9.55        8/22/11        18,018       45,660
   Kenneth E. Sparks              3,000           7.4       9.55        8/22/11        18,018       45,660
</TABLE>

- -----------------
(1)  All options were granted at fair market value on the grant date. Options
     become exercisable in 25% increments on the first through fourth
     anniversaries of the grant date. Exercisability of options is accelerated
     in the event of a "change of control" of the Company as defined in the
     Plan.

(2)  These amounts represent hypothetical gains that could be achieved for
     options if they are exercised at the end of the option term. These gains
     are based on assumed rates of stock price appreciation of 5% and 10%
     compounded annually from the date the options are granted to the end of the
     option term. Actual gains, if any, on stock option exercises are dependent
     on the future performance of the Company's common stock and the optionee's
     continued employment through the vesting period. There can be no assurance
     that the amounts reflected in this table will be achieved.

Option Exercises and Holdings

     The following table sets forth certain information with respect to options
exercised during fiscal year 2002 by the named executive officers and with
respect to options held at the end of the year.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND OPTION VALUES AT FISCAL YEAR-END

<TABLE>
<CAPTION>
                                                        Number of Securities        Value of Unexercised
                                                       Underlying Unexercised       In-the-Money Options
                           Shares                     Options at April 30, 2002    at April 30, 2002 ($)(2)
                          Acquired        Value       -------------------------    ------------------------
       Name             on Exercise  Realized ($)(1) Exercisable   Unexercisable  Exercisable  Unexercisable
       ----             -----------  --------------- -----------   -------------  -----------  -------------
<S>                     <C>          <C>             <C>           <C>            <C>           <C>
William A. Shumaker        5,000          30,100          16,124       19,375        40,622        13,734
D. Michael Parker          2,500          12,031          13,750       12,750        40,856         8,531
Roger L. Eggena                -               -           3,000        6,000           462         4,087
Kurt P. Rindoks                -               -           7,250        7,500        10,687         4,556
Kenneth E. Sparks              -               -           1,875        5,625           462         4,087
</TABLE>

____________________
(1)  Based on the difference between the exercise price and the fair market
     value of the Company's stock at the date of exercise.
(2)  Based on the difference between the closing price of the Company's stock on
     April 30, 2002 and the exercise price of the options for each optionee.

                                       6

<PAGE>

Retirement Plan

     The named executive officers of the Company participate in the Company's
Retirement Plan. The Retirement Plan provides retirement benefits for
participating employees which are calculated with reference to years of service
and final average monthly compensation (salary and bonus). The benefit amount is
calculated as 40% of the 10-year final average annual compensation minus 50% of
the Primary Social Security Benefit, all multiplied by a fraction, the numerator
of which is the number of years of credited service up to 30 years, and the
denominator of which is 30. Participants in the Retirement Plan may elect among
several payment alternatives.

     The following table shows estimated annual benefits payable to employees
with the indicated years of service and final average annual compensation. The
estimated annual benefits are based upon the assumption that the Retirement Plan
will continue in effect, without change, that the participant retires at age 65,
and that the participant does not elect any alternate payment option under the
Retirement Plan. To the extent ERISA rules restrict the amount otherwise payable
under the Plan, the amount in excess of the restrictions will be paid by the
Company under the provisions of the Company's Pension Equalization Plan. At
April 30, 2002, the credited years of service under the Retirement Plan for
Messrs. Shumaker, Parker, Eggena, Rindoks, and Sparks were 8.6, 11.7, 5.0, 17.5,
and 4.6, respectively.

<TABLE>
<CAPTION>
                                                     Years of Service
Final Average      ----------------------------------------------------------------------
Compensation           10         15          20          25           30          35
- ------------           --         --          --          --           --          --
<S>                <C>        <C>        <C>          <C>          <C>         <C>
  $500,000         $  63,350  $  95,020  $  126,690   $  158,370   $  190,040  $  190,040
   400,000            50,010     75,020     100,030      125,030      150,040     150,040
   300,000            36,680     55,020      73,360       91,700      110,040     110,040
   200,000            23,350     35,020      46,690       58,370       70,040      70,040
   100,000            10,010     15,020      20,030       25,030       30,040      30,040
</TABLE>

                            _______________________

     In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions "Compensation Committee
Report on Executive Compensation", "Audit Committee Report" and "Performance
Graph" will not be deemed to be filed or to be proxy soliciting material or
incorporated by reference in any prior or future filings by the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934.

                                       7

<PAGE>

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board, which consists of four
non-employee directors of the Company, considers and provides recommendations to
the full Board of Directors with respect to salaries and other compensation
programs for executive officers of the Company.

     The objective of the Company's executive compensation program is to
attract, motivate, reward and retain management talent critical to the Company's
achievement of its objectives. Salaries and other compensation for the Company's
executive officers are based on each executive officer's responsibilities, level
of experience, and performance over time, as well as on the recommendation of
the Chief Executive Officer. In order to assure that salaries and compensation
remain competitive, the Company subscribes to and consults various published
surveys on executive compensation.

     Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deduction for federal income tax purposes of certain compensation paid by any
publicly-held corporation to its chief executive officer and its four other most
highly compensated officers to $1 million per year for each such executive.
These deductibility levels are not relevant to the Company at the current levels
of compensation of its executive officers.

Executive Officer Compensation

     The Company's compensation program for executive officers has four
principal components which are discussed below.

Base Salary

     The base salary of each of the executive officers, other than the Chief
Executive Officer, is determined after considering the compensation levels of
management personnel with similar responsibilities at other companies, utilizing
compensation surveys for manufacturing and service companies with generally
similar annual sales volume. As these surveys are broad-based, they include
companies other than those comprising the Similar Market Capitalization Index
used in the Performance Graph below. Using the compensation surveys, a salary
range consisting of minimum, mid-point and maximum reference points is
established for each executive officer. The base salary for each executive
officer is then determined by considering the particular qualifications of the
executive holding the position, his level of experience, and his sustained
performance over time.

Annual Incentive Compensation

     All of the Company's executive officers are eligible to participate in an
annual incentive bonus plan, pursuant to which each executive officer is
eligible to earn a cash bonus for each fiscal year of the Company, based
primarily on the attainment of earnings goals established in the incentive bonus
plan and, to a lesser extent, on the executive officer's achievement of
established personal goals to the degree determined by the Board of Directors
upon the recommendation of the Chief Executive Officer.

     At the beginning of each fiscal year, the Board of Directors approves
earnings goals for the Company for such year and, upon recommendation of the
Compensation Committee, establishes specified percentages of the executive
officers' beginning-of-the-year base salaries that will be available for bonuses
if the Company and/or its operating segments

                                       8

<PAGE>

achieves specified earnings goals and the executive officers achieve their
personal goals. The percentages increase as the earnings reach various
established levels. The only executive officers who qualified for cash bonuses
under the incentive bonus plan for fiscal year 2002 were those whose earnings
goals were tied to earnings goals for the Company's Laboratory Products Group;
namely, Messrs. Eggena and Rindoks.

Stock Option Plans

     The Company uses stock options as its primary long-term incentive plan for
executive officers. Stock options provide executive officers with an incentive
to improve the operations and increase profits of the Company, along with the
opportunity to acquire and build an ownership interest in the Company. The
exercise price of stock options may not be less than the fair market value of
the Company's common stock on the date of the grant of such option. Individual
awards are based on an individual's performance, his or her comparative base
salary level and the number of stock option grants previously made. Stock option
awards are normally made annually in August by the Board of Directors, based on
the recommendations of the Chief Executive Officer, with respect to all stock
options other than his own, and the Compensation Committee.

Other Compensation Plans

     Each of the Company's executive officers is entitled to receive additional
compensation in the form of payments, allocations, or accruals under various
group compensation and benefit plans. Benefits under these plans are not
directly, or indirectly, tied to employee or Company performance.

Chief Executive Officer Compensation

     The Chief Executive Officer's compensation includes base salary, incentive
compensation, stock options, and benefits under various group plans. The
Compensation Committee considers Mr. Shumaker's leadership an important factor
in the future success of the Company. In establishing his base salary and stock
option grant, the Compensation Committee considers operating results for the
prior year and the current year, development of the Company's business through a
strong management team, operational improvements, compensation of chief
executive officers of other companies with comparable sales, and the price of
the Company's common stock. The CEO's annual incentive compensation is
determined pursuant to the Company's incentive bonus plan. Mr. Shumaker did not
earn a cash bonus under the incentive bonus plan for fiscal year 2002, as the
Company did not meet its established consolidated earnings goals.


                                              Compensation Committee Members
                                              Wiley N. Caldwell, Chairman
                                              Margaret Barr Bruemmer
                                              Silas Keehn
                                              James T. Rhind

                                       9

<PAGE>

                             AUDIT COMMITTEE REPORT

          The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended April 30, 2002 with management
and the Company's independent accountants, PricewaterhouseCoopers LLP. The Audit
Committee has discussed with PricewaterhouseCoopers LLP the matters required to
be discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit. The Audit Committee has received the written disclosures and the
letter for PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has
discussed with PricewaterhouseCoopers LLP their independence. Based on the Audit
Committee's review of the audited financial statements and the review and
discussions described in this paragraph, the Audit Committee recommended to the
Board of Directors that the audited financial statements for the fiscal year
ended April 30, 2002 be included in the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 2002 for filing with the Securities and Exchange
Commission. All members of the Audit Committee meet the independence standards
established by the National Association of Securities Dealers.

Audit Fees

          Fees payable to PricewaterhouseCoopers LLP for professional services
rendered in connection with the audit of the Company's financial statements for
the year ended April 30, 2002 and for reviews of the financial statements
included in the Company's Forms 10-Q for that year are estimated to total
$53,000.

Financial Information Systems Design and Implementation Fees

          For the year ended April 30, 2002, PricewaterhouseCoopers LLP did not
provide the Company with any professional services in connection with financial
information systems design and implementation.

All Other Fees

          For the year ended April 30, 2002, PricewaterhouseCoopers LLP billed
the Company approximately $12,500 in connection with the audit of the Company's
benefit plans, approximately $25,000 for tax return and tax advisory services
and approximately $82,000 for technology consulting services and expenses.

                                                         Audit Committee Members
                                                         Silas Keehn, Chairman
                                                         John C. Campbell, Jr.
                                                         James T. Rhind

                                       10

<PAGE>

PERFORMANCE GRAPH

          The graph below sets forth a comparison of the Company's annual
stockholder return with the annual stockholder return of (i) the Nasdaq Market
Index, and (ii) an index of Nasdaq, non-financial companies with similar market
capitalizations to the Company/1/. The graph is based on an investment of $100
on April 30, 1997 (the last trading day prior to the end of the Company's 1997
fiscal year) in the Company's common stock, assuming dividend reinvestment. The
graph is not an indicator of the future performance of the Company. Thus, it
should not be used to predict the future performance of the Company's stock. The
graph and related data were furnished by Media General Financial Services,
Richmond, Virginia.

                  Comparison of 5-Year Cumulative Total Return
              Kewaunee Scientific Corporation, Nasdaq Market Index
                    and Similar Market Capitalization Index

                                    [GRAPH]

<TABLE>
<CAPTION>
                         4/30/97    4/30/98      4/30/99     4/30/00      4/30/01     4/30/02
                         -------    -------      -------     -------      -------     -------
<S>                      <C>        <C>          <C>         <C>          <C>         <C>
Kewaunee Scientific      100.00      251.04       205.47      279.78       184.77      233.00
Peer Group               100.00       76.09        82.22       66.06        72.18       94.98
Nasdaq Market Index      100.00      148.53       196.14      304.76       170.17      136.74
</TABLE>

____________________
/1/ In addition to the Company, the Similar Market Capitalization Index is
comprised of the following companies: Amcor Limited; Canterbury Park Holding
Corporation; Enterprise Oil PLC; HMG/Courtland Properties Inc.; London Pacific
Group, Limited; North Coast Energy, Inc.; P & F Industries, Inc.; TAT
Technologies Ltd.; TBA Entertainment Corporation; and Uniview Technologies
Corporation. Consistent with the prior year, the Company used for an index
Nasdaq non-financial companies with a market capitalization similar to that of
the Company. This index was used because there exists no applicable published
industry index or line-of-business index, and the Company does not believe it
can reasonably identify a peer group of companies in its industry because the
Company's primary competitors are either divisions of larger corporations or are
privately owned.

                                       11

<PAGE>

                          AGREEMENTS WITH CERTAIN EXECUTIVES

          During fiscal year 2000, the Company entered into agreements with
Messrs. Shumaker, Parker and Rindoks that provide for the payment of
compensation and benefits in the event of termination of their employment within
three years following a Change of Control of the Company, as defined in the
agreements. Each executive whose employment is so terminated will receive
compensation if the termination of his employment was by the Company or its
successor without cause, or by the executive for good reason, as defined in the
agreements. Upon such a termination of employment within one year following a
Change of Control, the Company or its successor will be required to make, in
addition to unpaid ordinary compensation and a lump-sum cash payment for certain
benefits, a lump-sum cash payment equal to the executive's annual compensation
with respect to Mr. Rindoks and two (2) times the executive's annual
compensation with respect to Messrs. Shumaker and Parker. Upon a termination of
employment occurring after the first anniversary of the date of the Change of
Control, in addition to unpaid ordinary compensation and a lump-sum cash payment
for certain benefits, Mr. Rindoks will be entitled to a lump-sum payment equal
to one-half (1/2) of his annual compensation and Messrs. Shumaker and Parker
will be entitled to a lump-sum payment equal to their annual compensation.

          In August 1997, the Company entered into a letter agreement with Roger
L. Eggena, currently Vice President of Manufacturing, which provides that if he
is terminated without cause, the Company will be obligated to pay him separation
pay equal to his current base salary for ten (10) months, reduced by any income
earned by him during the payment period.

                                       12

<PAGE>

             SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

          The following table contains information with respect to the
"beneficial ownership" (as defined by the Securities and Exchange Commission) of
shares of the Company's common stock, as of June 30, 2002, by (i) each director
and director nominee, (ii) each of the named executive officers and (iii) all
directors and executive officers as a group. Except as otherwise indicated by
footnote, the shares shown are held directly with sole voting and investment
power.

<TABLE>
<CAPTION>
                                                                   Shares        Percent
                                                                beneficially       of
Name                                                              owned (1)       class
- ----                                                              ---------       -----
<S>                                                             <C>               <C>
Margaret Barr Bruemmer (2) ...................................     95,544          3.9%
Wiley N. Caldwell ............................................      5,500            *
John C. Campbell, Jr. (3) ....................................     41,667          1.7%
Silas Keehn ..................................................      7,500            *
Eli Manchester, Jr. ..........................................    121,000          4.9%
James T. Rhind (4) ...........................................    391,351         15.8%
William A. Shumaker (5) ......................................     47,279          1.9%
D. Michael Parker (6) ........................................     31,000          1.2%
Kurt P. Rindoks ..............................................     15,285            *
Roger L. Eggena ..............................................      5,250            *
Kenneth E. Sparks ............................................      3,650            *
Directors and executive officers as a group (12 persons) .....    787,603         30.7%
</TABLE>

______________________
* Percentage of class is less than 1%.

(1)  Includes shares which may be acquired within sixty (60) days from June 30,
     2002 upon exercise of options by: Mr. Keehn - 2,500; Mr. Manchester -
     17,500; Mr. Shumaker - 22,999; Mr. Parker - 18,500; Mr. Eggena - 5,250; Mr.
     Rindoks - 10,250; Mr. Sparks - 3,650; and all officers and directors as a
     group - 97,149.
(2)  Includes 88,544 shares held by Ms. Bruemmer's husband and 2,000 shares held
     by her children, as to all of which she disclaims beneficial ownership.
(3)  Includes 15,259 shares held by Mr. Campbell's wife, as to which shares he
     disclaims beneficial ownership.
(4)  Includes 243,079 shares held by Mr. Rhind's wife, Laura Campbell Rhind,
     44,080 shares held by a trust under the will of Ruth Haney Campbell, as to
     which Mrs. Rhind is a trustee and beneficiary, 44,910 shares held by two
     trusts of which Mr. Rhind is sole trustee, and 12,000 shares owned by a
     charitable foundation of which Mr. and Mrs. Rhind are two of three
     directors. Mr. Rhind disclaims beneficial ownership of all of such shares.
(5)  Includes 24,080 shares in which Mr. Shumaker shares voting and investment
     power.
(6)  Includes 12,500 shares in which Mr. Parker shares voting and investment
     power.

                                       13

<PAGE>

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          The following table contains information with respect to the
"beneficial ownership" (as defined by the Securities and Exchange Commission) of
shares of the Company's common stock, as of June 30, 2002, by each person who is
known by management of the Company to have been the "beneficial owner" of more
than five percent of such stock as of such date. Except as otherwise indicated
by footnote, the shares shown are held with sole voting and investment power.

                                                      Shares          Percent
                                                   beneficially         of
Name                                                  owned            class
- ----                                              --------------       -----

Elizabeth B. Gardner ...........................    212,069(1)          8.6%
Laura Campbell Rhind ...........................    391,351(2)         15.8%
Dimensional Fund Advisors, Inc. ................    153,200(3)          6.2%
Ernest and Patricia R. Ohnell ..................    166,700(4)          6.7%

__________________________
(1)  Includes 64,093 shares held by Mrs. Gardner as a trustee of certain
     irrevocable trusts for the benefit of her children, as to which shares she
     disclaims beneficial ownership, and 12,925 shares held by Mrs. Gardner's
     husband, as to which shares she disclaims beneficial ownership. Mrs.
     Gardner's address is 42 Logan Terrace, Golf, Illinois 60029.

(2)  Includes 44,080 shares held as trustee and beneficiary of a trust under the
     will of Ruth Haney Campbell, 92,192 shares held by Mr. Rhind personally or
     as trustee and 12,000 shares held by a charitable foundation of which Mr.
     and Mrs. Rhind are two of three directors. Mr. and Mrs. Rhind and a third
     director share voting and investment power over the shares held by the
     charitable foundation, but disclaim beneficial ownership of them. Mrs.
     Rhind's address is 830 Normandy Lane, Glenview, Illinois 60025.

(3)  The shares owned by Dimensional Fund Advisors listed in the table are shown
     as being owned as of December 31, 2001 according to a Schedule 13G filed
     with the Securities and Exchange Commission in January 2002. Dimensional
     Fund Advisors' address is 1299 Ocean Avenue, Santa Monica, California
     90401.

(4)  The shares owned by Ernest and Patricia R. Ohnell listed in the table are
     shown as being owned as of February 29, 2000 according to a Schedule 13D
     filed with the Securities and Exchange Commission in March 2000. Ernest
     Ohnell directly owned 127,700 shares and his wife, Patricia Ohnell,
     directly owned 39,000 shares. The Ohnells' address is 75 Khakum Road,
     Greenwich, Connecticut 06831.

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and 10% stockholders to file reports of
ownership with the Securities and Exchange Commission. Such persons also are
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of copies of such forms received by it and
inquiries of such persons, the Company believes that all such filing
requirements applicable to its executive officers, directors and 10%
stockholders were complied with.

                                       14

<PAGE>

                         INDEPENDENT PUBLIC ACCOUNTANTS

          PricewaterhouseCoopers LLP has been selected by the Board of
Directors, upon the recommendation of its Audit Committee, to act as the
Company's independent public accountants for the fiscal year ending April 30,
2003. PricewaterhouseCoopers LLP served as independent public accountants for
the Company for the fiscal year ended April 30, 2002. A representative of
PricewaterhouseCoopers LLP is expected to attend the annual meeting and will be
afforded an opportunity to make a statement if he desires to do so and to
respond to questions by stockholders.

                        PROXIES AND VOTING AT THE MEETING

          The expense of solicitation of proxies is to be paid by the Company.
The Company will also reimburse brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses in sending proxies and proxy
material to the beneficial owners of the Company's common stock.

          At the close of business on July 5, 2002, the record date for
determination of stockholders entitled to vote at the annual meeting, there were
2,469,996 shares of common stock of the Company outstanding and entitled to
vote.

          Each share of common stock is entitled to one vote. Any stockholder
giving a proxy has the power to revoke it at any time before it is voted, by
written notice to the Secretary, by delivery of a later-dated proxy or in person
at the meeting.

          The holders of a majority of the total shares of common stock issued
and outstanding, whether present in person or represented by proxy, will
constitute a quorum for the transaction of business at the meeting. The vote of
a plurality of the shares represented at the meeting, in person or by proxy, is
required to elect the three nominees for director. Approval of any other matter
submitted to the stockholders for their consideration at the meeting requires
the affirmative vote of the holders of a majority of the shares of common stock
represented at the meeting, in person or by proxy, and entitled to vote.
Abstentions, directions to withhold authority, and broker non-votes are counted
as shares present in the determination of whether the shares of stock
represented at the meeting constitute a quorum. Abstentions, directions to
withhold authority, and broker non-votes are not counted in tabulations of the
votes cast on proposals presented to stockholders. Thus, an abstention,
direction to withhold authority, or broker non-vote with respect to a matter
other than the election of directors, may have the same legal effect as a vote
against the matter. With respect to the election of directors, an abstention,
direction to withhold authority or broker non-vote will have no effect. An
automated system administered by the Company's transfer agent will be used to
tabulate votes.

          A stockholder entitled to vote for the election of directors can
withhold authority to vote for any of the nominees.

                                       15

<PAGE>

                              STOCKHOLDER PROPOSALS

          The deadline for receipt of stockholder proposals for inclusion in the
Company's 2003 proxy material is March 19, 2003. Any stockholder proposal should
be submitted in writing to the Secretary of the Company at its principal
executive offices. The stockholder proposal must include the stockholder's name
and address as it appears on the Company's records and the number of shares of
the Company's common stock beneficially owned by such stockholder. In addition,
(i) for proposals other than nominations for the election of directors, such
notice must include a description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting, and any
material interest of the stockholder in such business, and (ii) for proposals
relating to stockholder nominations for the election of directors, such notice
must also include, with respect to each person nominated, the information
required by Regulation 14A under the Exchange Act. All other proposals to be
presented at the meeting must be delivered to the Secretary of the Company, in
writing, by June 2, 2003.

                              FINANCIAL STATEMENTS

          The Company has enclosed its Annual Report to Stockholders for the
fiscal year ended April 30, 2002 with this Proxy Statement. Stockholders are
referred to the report for financial and other information about the Company,
but such report is not incorporated in this Proxy Statement and is not a part of
the proxy soliciting material.

                                  OTHER MATTERS

          Management of the Company knows of no other matters which are likely
to be brought before the annual meeting. If any such matters are brought before
the meeting, the persons named in the enclosed proxy will vote thereon according
to their judgment.

                                            By Order of the Board of Directors

                                            /s/ D. Michael Parker

                                            D. MICHAEL PARKER
                                            Secretary

July 17, 2002

                                       16

<PAGE>

- --------------------------------------------------------------------------------

                                      PROXY

                         KEWAUNEE SCIENTIFIC CORPORATION
                             2700 West Front Street
                     Statesville, North Carolina 28677-2927

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints John C. Campbell, Jr.; James T. Rhind; and
William A. Shumaker as Proxies, each with power of substitution, and hereby
authorizes them to represent and to vote, as designated on the reverse side
hereof, all the shares of common stock of Kewaunee Scientific Corporation held
of record by the undersigned on July 5, 2002, at the Annual Meeting of
Stockholders to be held at 10:00 a.m., Central Daylight Time, on August 28, 2002
and at any adjournment thereof.

     Your vote for three directors may be indicated on the reverse side. Wiley
N. Caldwell and Silas Keehn have been nominated for election as Class I
Directors and Margaret Barr Bruemmer has been nominated for election as a Class
III Director.

                (Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------

                            . FOLD AND DETACH HERE .

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
the election of the nominees named in Item 1 below. Please mark your vote inside
one box below.

Please mark your votes as indicated in this example [X]

 1.Election of Class I Directors:
   01 Wiley N. Caldwell and 02 Silas Keehn
   Election of Class III Director:
   03 Margaret Barr Bruemmer

                  FOR                                      WITHHOLD AUTHORITY
              the nominees                                    to vote for
          listed above (except as                            the nominees
          marked to the contrary)                            listed above

                  [_]                                             [_]

If you wish to withhold authority for any of the nominees, write such nominee's
name in this space ______________

 2.In their discretion, the Proxies are authorized to vote upon such other
   business as may properly come before the Meeting.

You are urged to date, sign and return promptly this proxy in the envelope
provided. It is important for you to be represented at the Meeting. The
execution of this proxy will not affect your right to vote in person if you are
present at the Meeting and wish to so vote.

Dated:_________________________________________________________, 2002

_____________________________________________________________________
                             Signature

_____________________________________________________________________
                     Signature if held jointly

IMPORTANT: Please sign exactly as your name or names appear hereon. If signing
as an attorney, executor, administrator, trustee, guardian, or in some other
representative capacity, or as an officer of a corporation, please indicate your
capacity or full title. If stock is held jointly, each joint owner should sign.

- --------------------------------------------------------------------------------
                            . FOLD AND DETACH HERE .

- --------------------------------------------------------------------------------

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