SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended January 31, 20042005

OR

For the transition period from                    to                    

Commission file number 0-13200

Astro-Med, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (401) 828-4000

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

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

Common Stock, $.05 Par Value

(Title of Class)

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

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 whether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).    Yes  ¨    No  x

As of August 2, 2003,July 31, 2004, the aggregate market value of the voting common equity of the Registrant held by non-affiliates of the Registrant based on the closing price on the NASDAQ Stock Market was $25,539,704.$40,040,857.

Indicate the number of shares outstanding (excluding treasury shares)

of each of the issuer’s classes of common stock as of March 19, 2004.25, 2005.

Common Stock $0.05 Par Value 4,746,5015,278,336 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders are incorporated by reference into Part III.

ASTRO-MED, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

ASTRO-MED, INC.

PART I

Item 1.Business

General

Astro-Med, Inc., (the Company) is an enterprise that is strategically structured to design, develop, manufacture and distribute a diverse line of technology-advanced products and services. The Company is organized around a suite of core competencies including Researchresearch & Development, Manufacturing, Information Technologydevelopment, manufacturing, information technology and Administrative Management.administrative management. The Company markets and sells its products and services through three distinct product groups; Test & Measurement (T&M), QuickLabel^® Systems (QuickLabel), and Grass-Telefactor (G-T). T&M develops and manufactures data acquisition instruments that serve the test and measurement market. QuickLabel develops and manufactures digitalcolor printers and consumable products that serve the product identification market. Grass-Telefactor develops and manufactures clinical neurophysiologyproducts for electroencephalography (EEG and epilepsy monitoring), polysomnography (PSG – Sleep monitoring), biomedical research instrumentation and supplies that serve the life sciences market. The Company’s products are distributed both domestically and internationally through its direct sales force and authorized distributors and agents located in approximately forty countries. Approximately 29%30% of the Company’s sales in fiscal 20042005 were made outside of the United States.

The Company and its subsidiaries and their representatives may from time to time make written or oral statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases.

All statements, other than statements of historical facts included in this annual report and the letter to our shareholders distributed in connection with our annual meeting regarding the Company’s financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to, general economic, financial and business conditions; declining demand in the test and measurement markets, especially defense and aerospace; continued acceptance of the Grass-Telefactor suite of new products by the clinical and research markets: successful expansion of the Test & Measurement ruggedized products in the avionics market; competition in the specialty printer industry; ability to develop market acceptance of the QuickLabel color printer products and effective design of customer required features; competition in the data acquisition industry; competition in the neurophysiology industry; the impact of changes in foreign currency exchange rates on the results of operations; the ability to identify attractive acquisition candidates and to successfully effect and integrate acquisitions; the ability to realize theany anticipated cost reductions from restructuring and streamlining the business; the business abilities and judgment of personnel and changes in business strategy.

Narrative Description of Business

Products

Overview

The Company develops and manufactures systems that have the ability to acquire electronic data, process, analyze, store and present the data in a variety of useable forms. The T&M data acquisition systems record scientific signals and print the output onto charts or electronic media. The QuickLabel digitalcolor printer systems and mediaconsumable products create product and packaging labels and tags in one or many colors. The Grass-Telefactor

products electronically capture and record neurological data that maybeis used to diagnose epilepsy or to study sleep disorders. The Company supplies a range of products that include the hardware, software and suppliesconsumables to customers who are in a variety of industries.

T&M Products

The Company’s T&M products are a comprehensive line of data recording instruments for the aerospace, automotive, pulp and paper, metal mill, transportation and manufacturing industries. These recording solutions provide customers with a complete record of their data, whether they are troubleshooting a process, performing preventative maintenance or gathering mission critical data. The ruggedized products include printers and Ethernet switches designed to withstand the rigors of airborne and other military and avionic applications.

Using contemporarycutting edge technologies, T&M products are designed to handle customerscustomer’s ever-changing requirements now and into the future.

Telemetry Recorders

The Everest Telemetry-Recorder Workstation is the flagship product of T&M’s line of telemetry recorders. Designed for the unique requirements of the aerospace and defense industries, the Everest provides engineers with vital data on test products during pre-flight checkout and flight tests. Intended to seamlessly integrate into off-the-shelf telemetry systems, the Everest is used to test fighter planes, missiles, helicopters, satellites and commercial aircraft. During flight test, the Everest provides engineers with real-time access to data to allow them to make split second decisions and prevent costly retesting. After flight test, data from the Everest is available in both paper and digital formats, allowing engineers to analyze data faster than ever before.

The Everest product line was expanded in fiscal 2005 with new products designed to address the changing needs of flight test and other aerospace customers. The new Vdis Visual space Software, which will be introduced in fiscal 2006, will give customers the real-time visual display of the Everest on the PC. The Real-Chart NP (network printer) provides a continuous feed, real-time strip chart printout in a small form factor. Both of these products have the same host control protocol and Ethernet digital data input as the Everest, making it easier to integrate multiple systems together. With the addition of these products, Astro-Med now offers engineers display and recording capability in a variety of different formats.

Dash Series Data Acquisition Recorders

The Company’s Dash Series recorders are used as maintenance and troubleshooting tools for pulp and paper mills, power plants, transportation test centers, steel mills, automotive R&D centers and manufacturing plants. With downtime costing these facilities tens of thousands of dollars per day, the Dash Series data acquisition recorders can pay for themselves by preventing a single outage. Completely self-contained in rugged aluminum cases, the Dash Series data acquisition recorders are ideally suited for use in harsh environments where computer-based or other systems will not perform.

The Dash 2EZ, Dash 8X and Dash 18 formrepresent the Company’s Dash series of data acquisition recorders. The Dash 2EZ is the latest data acquisition recorder to be introduced and expands the Company’s reach into the handheld data recording market. With a touchscreen display, built-in chart recorder and integral data acquisition in a system weighing seven pounds, the Dash 2EZ is the ideal handheld troubleshooting tool.

The Dash series recorders are continuously improved and upgraded using the latest available technology. Recent enhancements include upgrades to Windows XP, Gbit Ethernet, USB 2.0 and DVD+-RW, making it easier than ever for a customer to interface these recorders with a PC.

Ruggedized Products

T&M’s products include a line of ruggedized products designed for military and commercial applications. The ToughWriter series are ruggedized, flightworthy cockpit printers used to print weather maps, communications and other flight critical information. The ToughWriter series meets MIL-STD requirements for

shock, vibration and temperature, making it ideal for use on both commercial and military aircraft. Versions with multiple Ethernet ports and other interfaces and various mounting configurations are available, making the ToughWriter series compatible with most military and commercial cockpits.

The ToughSwitch is an eight port, ruggedized Ethernet switch that also meets MIL-STD requirements for shock, vibration and temperature. Designed to withstand the rigors of commercial/military aviation and the harsh environments of the battlefield, the ToughSwitch is ideally suited for applications where standard or industrial grade hubs will not survive.survive, including airborne, shipboard and other military applications.

QuickLabel Products

The Company’s QuickLabel Systems product line is composed ofgroup provides a family of high-technologycomplete system for producing “the labels that you want when you need them.” QuickLabel’s flagship products, the digital color label printers, automatic barcodeand its line of entry-level barcode/single-color digital label printers, labelers, and print and apply systems, as well as labeling software and consumables. Innovative QuickLabel products continue to change the way companies do business by providing just-in-time, in-plant label production capabilities and labeling automation through the Company’s advanced digital thermal transfer printing technologies. QuickLabel’s packaging, barcoding and labeling solutions are used throughoutby manufacturers and producers to print short runs of custom labels in-house. QuickLabel’s printing supplies and label creation software are integral parts of the world.

Digital Color Label Printers

QuickLabel digital color label printers are sold via a direct sales force throughout the US, Canada, and Western Europe, and serviced by a factory-trained, direct technical support staff. In the rest of the world, QuickLabel uses a broad network of dealers to sell and support its products. QuickLabel’s unique labeling solutions are aimed at label printing applications in which product packaging requires frequent content changes. QuickLabel digital color label printers fill a critical need in environments which require on-demand flexibility to package multiple product variations, and to add value to the product itself, as in private labeling, to produce OEM packaging, and to customize virtually any product. Industries that require instant label production flexibility include food and beverage, foodservice distribution, grocery retailing, chemical and sanitary supplies, pharmaceutical and medical products, personal care products, advertising specialties, tire manufacturing, and apparel, among others.

QuickLabel digital color label printers are designed to print multiple colors,color graphics, text, barcodes, and barcodes in a single pass on labels, tags and tickets of all kinds. Using Astro-Med’s proprietary MicroCell^™ color halftoning technology, these printers create near lithographic quality labels that can be generated on and printedany other label content directly from a customer’s personal computer mainframe or AS/400 mid-range computing platform.

onto pressure-sensitive labels and non-adhesive rollstock packaging materials. The Company’s newest four-color digitalcurrent line of CMYK process-color label printers areinclude the QLS-4100Xewide-format QLS-8100 Xe model and QLS-8100Xe. The QLS-4100Xe is the Company’s fifth-generation process color printer, which incorporates new features deriving from the Company’s research and development, thermal printing experience, and feedback from users around the world. The QLS-8100Xe, an advanced four-color digital label printer, has the capability of printing process color at widths of 8 ¹/2 inches and speeds of up to 7 inches per second. With the Company’s patentedstandard-width QLS-4100 Xe model. Both printers incorporate Ribbon Ration^™, the Company’s patented technology for economizing thermal transfer ribbon, enhanced mechanical design for precise color registration, robust performance for long runs, and more user-friendly operation,ribbon. The Company’s new QLS-3000 Xe model, introduced in the QLS-4100Xe is QuickLabel’s flagship. The QLS-8100Xe is a wide format printer that incorporatesfirst quarter of fiscal 2006, produces labels in CMY process-color or up to three spot colors. These printers are aimed to serve the same features and provides a solution for customers with requirements to print larger labels and signage.in-house label production needs of the general packaging market.

QuickLabel’s digital color label printer offering also includes the following models: the QLS-2000,The QLS-3001 Xe and QLS-2001 QLS-3000, and QLS-3001. With either two or three print stations, the QLS-2000 and QLS-3000Xe printers, represent the Company’s value line of color printers, providing color-labeling solutions for general product identification. The QLS-2001 and QLS-3001 models are used in specialty and niche applications, including the printing of Tyvek pouches usedwhich will be introduced in the packagingfirst quarter of surgical instruments. These models also comprisefiscal 2006, are aimed at the core of QuickLabel’s Apparel Printing Systems,apparel market and are designed to print apparel care tags,produce double-sided and single-sided hang tags and price tickets in manufacturing environments, retailcare labels. These systems are sold to apparel applications and service bureau operations worldwide.

Marketingby Avery Dennison under the terms of the QuickLabel printers targets applications such as the private labeling of foods and beverages, chemicals and cleaning supplies, pharmaceutical and medical products, personal care products, and others.an exclusive distribution agreement.

BarcodeBarcode/Single Color Label Printers

QuickLabel hasQuickLabel’s barcode printer family, known as the Pronto! series, serves the needs of two groups of users: businesses that require simple automatic identification for products and shipments, and businesses that are taking the first step into in-house custom label printing.

Each Pronto! printer model offers a familyspecial value to price ratio. The Pronto! 500 printer, due to be released in fiscal 2006, is a high-speed, high-throughput printer aimed at applications that require rapid processing of variable information as well as fast print speed. The Pronto! 472+ printer is a moderate speed, moderate duty, moderately priced printer aimed at traditional barcode label printers:printing applications. The Pronto! 474 printer is designed to satisfy thePronto series. This line of low-cost, feature-rich barcode printers includes desire for high-resolution label printing at an entry-level price. The Pronto! 843 printer serves the Pronto 442 and Pronto 472. Both of these printers have 203 dpi (dots per inch) resolution. The Pronto series also includes the high-resolution 400 dpi Pronto 474 and the 8.6”demand for wide Pronto 843. These competitively-priced Pronto models mark the Company’s re-entry into mainline barcode printing applications and serve as important vehicles for the sale of QuickLabel’s thermal transfer ribbon andformat label products.printing.

QuickLabel Printing Services

QuickLabel’s barcode printer line also includesQuickLabel uses its own digital label printers to produce revenue as a commercial “quick print” operation. QuickLabel printers are used by the robust, industrial monochrome barcode printer, the Top Hand^™Company just as a customer might use them: to fulfill orders for “short runs” of custom printed labels rapidly, without waiting for printing plates to be made. QuickLabel -500 printer. With a rugged designfulfills orders for harsh environment applications, the Top Hand printer produces labels up to 5 inches wide at speeds of up to 10 inches per second.long-run label printing services with its five commercial flexographic printing and converting presses.

QuickLabel Software

An important componentCustom QuickLabel is an integral part of the Company’sQuickLabel printing system, and was designed by the same team of engineers who designed the digital printing systems is thelabel printers. The latest generation of QuickLabel’s proprietary user-friendly label creation software that produces the label formatting and the printing functionality requiredoffers significant new tools for successful in-plant printing. This software, marketed under the brand name Color QuickLabel^™, allows customers to tap the true power inherent in the QuickLabel printers. CQL99, a 32-bit Windows^®-basedsimplifying label creation and printing suite, supports high-color imaging,for controlling and enhancing label output. The Company’s patented MicroCell^™® image halftoning, full network printing, and multiple database compatibility. CQL99 software further advances integration half-toning algorithms have been improved in this latest version of the software, so that printers driven by Custom QuickLabel Systems printers within today’s high-technology production environments.

QuickLabel Automatic Label Applicators and Print & Apply Systems

To complement the QuickLabel printers, the Company manufactures a line of automatic labelersnow render process-color print quality that can apply labels to all types of products, from cartons to primary product packaging to cylindrical containers.

Applicator models include the AD-2800 and AD-2600 roll-on label applicators. The Company also offers a high-speed bottle labeling system utilizing its AD-2800 label applicator. The CPA-350, the Company’s ruggedized print and apply system, offers companies the ability to print a label on-demand and apply it to a product as it passes on a conveyor. The CPA-350 can be configured with air tamp, air blast, dual apply or corner wrap applicator heads to apply a label to two sides of the same carton or pallet.more closely approximates digital artwork.

Consumables: Thermal Transfer Ribbon and LabelsPrinting Supplies

Rounding outQuickLabel’s digital label printers generate revenue through label, tag and thermal transfer ribbon consumables sales. The Company engineers and manufactures certain unique printing supplies especially for use in optimizing the performance of the QuickLabel products isbrand of digital label printers. The Company also manufactures industry-standard printing supplies that meet the requirements of all other major brands of desktop and tabletop label printers. QuickLabel has a wide array of printer consumables including thermal transfer ribbons in many colors and formulations, and both paper and synthetic labels and tags. A full line of high quality materials, developed and qualified by the Company, is availablespecially trained sales staff to guarantee a finished label that meets almost any requirements from single-use paper labels to garment labels, to outdoor signage and product labels.sell printing supplies.

Grass-Telefactor Products

The Grass-Telefactor product groupProduct Group offers a range of instrumentation and supplies for clinical and biomedical research applications.

Grass-Telefactor enjoys a reputation built on decadesover 70 years of innovative technology, thoughtful design and thoughtful design. high quality manufacturing. Grass-Telefactor products are used worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities.

Clinical Products:

The clinical product line includes in-lab, or in-hospital, and ambulatory integrated systems for clinical EEG and PSG, (Polysomnography), epilepsy diagnosis and surgery, critical care and intraoperative neuromonitoring. These products offer a variety of features including networking, database and report generation capabilities in addition to powerful data acquisition and analysis tools. Grass-Telefactor utilizes a Windows^®-based product line which includes the highly successful Beehive^™® Millennium used for long termlong-term epilepsy monitoring, the Comet^™® digital EEG system and the recently introduced Comet^™® digital PSG system. The products and services offered by Grass-Telefactor are used worldwide by universities, medical centers, and companies engaged in a variety of clinical and research activities.

The newest instrumentation introduced by Grass-Telefactor includes an all-new, very compact, amplifier which allows both tethered and ambulatory recording. The new Beehive^® Horizon long-term epilepsy monitoring system allows the patient to disconnect from the system for a period of time without loss of data. The amplifier runs off an internal battery and records data to a CompactFlash memory card. Likewise, the AURA24^™ Ambulatory EEG System permits 24 hours of ambulatory recording for in-home or in-hospital use. The new SleepTrek^® Portable Sleep Screener is designed to assist the clinician in the diagnosis of sleep-disordered breathing.

The latest software enhancements include Fully-Automated Sleep Staging which will stage an all-night sleep study in less than one minute, where it normally took a sleep technician hours of work, and the Neuromonitoring software, which allows seizure detection in the OR/ICU.

Grass-Telefactor also offers the widest range of accessory instruments designed for use with these clinical products, including Nurse Alarm Systems, Digital Video/Audio equipment, etc.

Research Products:

The research neurophysiological recording instrumentation includes world-renowned Stimulators, Amplifiers, Amplifier Systems, Neurodata Acquisition Systems, Data Acquisition and Analysis Software for use in a very wide range of applications. Grass-Telefactor’s commitment to high quality and reliability have made these instruments the neurophysiologists’ workhorse for data acquisition and analysis.

The newest high performance Amplifiers and Stimulator include new touch-pad controls and very compact packaging. The digital controls permit precise measurements. The new GrassLab Software is intended for research applications in cardiology, physiology, pharmacology, neurology, neurophysiology and other life science fields.

Accessory and Consumable Products:

A complete line of clinical instruments and research supplies, including stimulators,electrodes, electrode application products, transducers, electrodes and consumables. The supplies and accessories product line usesis also available. With over 70 years experience in electrode design and manufacture, we can boast that these are the finest electrodes in the world. Genuine Grass Precious Metal Electrodes are precision handcrafted in an exclusive 12-step manufacturing process. The result is superior quality that assures the customer of reliable, accurate recordings. They are the gold standard of electrodes.

The Clinical and Research Supplies and Accessories use e-commerce to reach the market through the Grass-Telefactor Online Store,www.grass-telefactor.com.

Technology

The core technologies of the Company relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor, or electronic storage media, and finally (4) analyzing the data. All three-product groups of the Company—T&M, QuickLabel and G-T use these technologies.technologies to provide turnkey solutions to a variety of industrial and medical markets.

The Company is continually improving the performance and functionality of core technologies, enabling the Company to lead the competition with innovative products.

Patents and Copyrights

The Company holds a number of product patents in the United States and in foreign countries. It has filed applications for other patents that are pending. The Company has patents covering its T&M recording products as well as several patents for its QuickLabel dual sided label printers and four-color label printers. The Company considers its patents to be important, but does not believe that its business is materially dependent on them. The Company copyrights its extensive software and registers its trademarks.

Manufacturing and Supplies

The Company designs its products and manufactures many of the component parts. The balance of the parts is produced to the Company’s specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from numerous suppliers.

Product Development

The Company has maintained an active program of product research and development since its inception. During fiscal 2005, 2004 2003 and 2002,2003, the Company incurred costs of $4.0 million, $3.7 million, $4.1 million, and $3.7$4.1 million, respectively, on Company-sponsored product development. The Company is committed to product development as a requisite to its growth and expects to continue its focus on research and development efforts in fiscal 2005.2006.

Marketing and Competition

The Company competes worldwide in many markets including clinical and research medicine, aerospace, automotive and general manufacturing. The Company retains a competitive position in its respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers.

The products of the Company are marketedmarkets its products worldwide by advertising and promotion using major national and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the Internet.internet.

The products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has direct field sales people located in major cities from coast to coast specializing in either T&M’s Recorders and Data Acquisitions systems, QuickLabel’s Color Label printers and media systems, or G-T Neurological Instrumentation products. Additionally, the Company has direct field sales and service centers in Canada, England, France, Germany, Italy and Holland. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling and marketing its products in 40 countries. In fiscal 2004, 29% of the Company’s revenues were from international sales.

The Company has a number of competitors in each of the three products groups and markets that it serves. In the T&M area, the Company feels that it leads the field in Data Acquisition Recorders. It competes with the Gould Instrument Division of SPX Technologies and Western Graphtec, the USU.S. subsidiary of Graphtec, a Japanese company.

In the Color Label Printer product group, the Company believes it leads the world in color printing using the thermal transfer printing technology. The Company introduced the very first thermal transfer color printers late in 1995 and to this date faces only one nominal competitor.

The Grass-Telefactor products of the Company are devoted to clinical applications in EEG, PSG, and Long Term Epilepsy Monitoring (LTM). There are about fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. The Company feels it offers superior products based upon its long history and pioneering in the field since 1935. The Company, unlike most of its competitors, designs, manufactures and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software. Additionally, the Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical applications.

No single customer accounted for 10% of the Company’s net sales in any of the last three fiscal years. The Company’s products were sold to approximately 5,000 customers.

International Sales

In fiscal 2005, 2004 2003 and 2002,2003, net sales to customers in various geographic areas outside the United States, primarilyspecifically in Canada and Western Europe, amounted to $17.0 million, $16.3 million, $13.0 million, and $13.8$13.0 million, respectively.

Order Backlog

The Company’s backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a

rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog does not indicate future sales trends. The Company’s backlog at January 31, 2005 and 2004 and 2003 were $4.3was $3.1 million and $3.3$4.3 million, respectively.

Other Information

The Company’s business is not seasonal in nature; however, the Company’s sales are impacted by the size and complexity of the transactions and as such, can cause fluctuations in sales from quarter to quarter.

Most of the Company’s products are generally warranted for one year against defects in materials or workmanship. Warranty expenses have generally averaged approximately $280,000$323,000 a year for the Company’s last five fiscal years.

As of March 19, 2004January 31, 2005, the Company employed approximately 350361 persons. The Company is generally able to satisfy its employment requirements. No employees are represented by a union. The Company believes that employee relations are good.

Item 2.Properties

The following table sets forth information regarding the Company’s principal owned properties, all of which are included in the consolidated balance sheet appearing elsewhere in this report.

The Company also leases facilities in eight locations. The following information pertains to each location:

The Company believes its facilities are well maintained, in good operating condition and generally adequate to meet its needs for the foreseeable future.

Item 3.Legal Proceedings

There are no pending or threatened legal proceedings against the Company believed to be material to the financial position or results of operations of the Company.

Item 4.Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company’s security holders, through solicitation of proxies or otherwise, during the last quarter of the period covered by this report.

PART II

Item 5.Market for the Registrant’s Common Stock, Related Stockholder’s Matters and Related Stockholder MattersIssuer Purchases of Equity Securities

The Company’s common stock trades on The NASDAQ Stock Market under the symbol ALOT. The following table sets forth dividend data and the range of high and low closing prices, as furnished by NASDAQ, for the periods indicated.

The Company had approximately 352344 shareholders of record on March 19, 2004,25, 2005, which does not reflect shareholders with beneficial ownership in shares held in nominee name.

Shareholder Services

Shareholders of Astro-Med, Inc. who desire information about the Company are invited to contact the Investor Relations Department, Astro-Med, Inc., 600 East Greenwich Avenue, West Warwick, RI 02893 or call (401) 828-4000. Visit our Investor Relations website atwww.astro-med.com WWW.ASTRO-MEDINC..COM. We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These filings are also accessible on the SEC’s website at http://www.sec.gov.

Dividend Policy

The Company began a program of paying annual cash dividends in the second quarter of fiscal 1992. The Company anticipates that it will continue to pay cash dividends on aan annual basis. The Company has paid a dividend for 5054 consecutive quarters.

Stock Repurchases

During the fourth quarter of fiscal 2005, the Company made the following repurchases of its common stock:

Item 6.Selected Financial Data

(Dollars in Thousands, Except Per Share Amounts)

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through three business segments including:

Test and Measurement Product Group (T&M) represents a suite of telemetry recorder products sold to the aerospace and defense industries;industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including paper, energy, automotive and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products designed for military and commercial applications to be used to print weather maps, communications and other flight critical information.

QuickLabel Systems Product Group (QuickLabel) offers hardware, software and media products that create digital images,color labels, store the images and produce the images in color or non-color formats on a broad range of media substrates.

Grass-Telefactor Product Group (G-T) centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets.

The Company markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets.

The Company’s growth strategy centers on product innovation made possible by research and development initiatives, as well as acquisitions that strategically fit into existing core businesses. Research and development activities are funded by the Company at approximately 7% of annual sales.

Fiscal Year (FY) 2004 was a turnaround year for the Company in terms of sales, profits and cash flow. The Company realized double-digit sales growth in both its QuickLabel and Grass-Telefactor product groups as customers in both the domestic and international channels responded positively to the new product introductions. QuickLabel’s new 4100Xe and 8100Xe color printers were quickly recognized as effective solutions to product identification; product control (barcode) and product promotion (color) needs. In the Grass-Telefactor Product Group demand for the new Comet EEG and PSG Systems together with new installations and upgrades to the long term monitoring (LTM) epilepsy centers drove sales growth in this product group. Although the sales in the Test & Measurement Product Group were flat to down, in FY 2004, the Company’s new long term contracts for its ruggedized cockpit printers from two of the world’s foremost aviation manufacturers, AirBus and Boeing, strongly endorse the future of the Company’s ruggedized line of printers and accessories.

The Company’s continued success in increasing its salesproduct revenues will be dependent on the Company’s ability to introduce new and/or enhanced product lines each year. The Company seeks to have approximately 45% of annual hardware sales excluding media products, generated by products developed or acquired within the past three years.

The Company improved its liquidity position significantly during the year by effectively managing its working capital, generating cash from operations and realizing proceeds from the exercise of employee stock options.

To ensure its continued growth and profitability in FY 2005,fiscal 2006, the Company will increase its capital investment in: personnel by adding salespersons in each product group;underserved markets, productivity by increasing in-house manufacturing capabilities through the acquisition of new equipment, such as a label press, thermal transfer ribbon processing machinery, metal fabrication pressequipment and ATEelectronic circuit board assembly fixtures;automatic test equipment; distribution by expanding our global dealer organization; and information technology by providing hardware and software tools that improve the knowledge and efficiency of our employee population.

Results of Operations

Fiscal 2005 compared to Fiscal 2004

The Company’s sales in fiscal 2005 were $56.0 million, up from the prior year’s sales of $55.8 million. Domestic sales of $38.9 million declined 1% from the prior year sales of $39.5 million. The nominal decline was an outgrowth of a mixed performance by the product groups. Domestic QuickLabel System sales were healthy during the year increasing 15% over the prior year sales as demand for the Company’s printer systems and consumables remained strong. Domestic G-T sales were down from the prior year by 17%, as sales of the LTM (long term monitoring) products and legacy products in the clinical markets were below last year’s sales. However, sales of the Company’s new Comet product line increased 35% from the prior year in both the EEG (electroencephalographic) and PSG (sleep) applications. Domestic T&M sales were lower by 7% from the previous year as customers in our aerospace markets deferred buying decisions on workstation telemetry recorders until fiscal 2006. However, the product group’s portable suite of recorders, i.e. Dash series, increased 18% over the prior year. Sales through the Company’s international channels were $17.0 million, representing a 4% increase from the prior year. However, excluding the favorable impact from foreign exchange via the weak dollar, international sales for fiscal 2005 were 2% lower than the prior year. In a similar profile to the domestic channel, the results in the international channel were down due to lower volume of G-T LTM product sales. Shipments of QuickLabel Systems products grew year over year, whereas T&M product sales volume were flat with the prior year.

The Company’s gross profit was $23.0 million, essentially flat with the prior year’s gross profit of $23.0 million. This year’s gross profit margin of 41.2% also matched the prior year’s gross profit margin of 41.2% on comparable sales volume.

Operating expenses grew 6% to $20.5 million. Specifically, selling, general and administrative (SG&A) expenses increased 5% to $16.4 million, representing 29% of sales as compared to the prior year’s 28% of sales. The increased SG&A spending is confined to selling and marketing initiatives which include additional selling personnel of $0.2 million, an increase in trade show expenses of $0.1 million, an expansion of the Company’s advertising formats of $0.1 million and foreign exchange increases of $0.3 million. Research & Development (R&D) expenses increased 10% from last year to $4.0 million. This level of spending represents 7.1% of sales and a 50 basis points increment from the previous year’s level of 6.6%. The increase is traceable to additional engineering personnel of $0.1 million, outside engineering services of $0.1 million and prototype parts of $0.1 million.

Interest income in fiscal 2005 was $0.4 million, up significantly from $0.2 million in fiscal 2004. The increase in interest income during fiscal year 2005 is attributable to a higher yield on the investment portfolio and

higher average cash balances available for a full year in fiscal 2005 from the cash generated in the second half of fiscal 2004. Other expense, net was $0.2 million as compared to last fiscal year’s other expense, net of $0.1 million. The increase of $0.1 million was the result of additional unrealized losses on intercompany balances driven by the change in foreign exchange rates.

The Company recorded tax expense of $0.1 million and $0.6 million in fiscal 2005 and 2004, respectively. For the twelve months ending January 31, 2005, an income tax expense of $0.1 million was recognized as a result of income tax expense of $1.0 million on the current year’s pretax income of $2.8 million and a $0.9 million one-time non-cash tax benefit recorded in the first quarter of fiscal 2005 related to the release of the valuation allowance on the net deferred tax asset that was established in fiscal 2003.

The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses.

The following table summarizes selected financial information by segment:

The operating results of each segment are summarized as follows:

T&M’s sales declined 5% in fiscal 2005 to $11.1 million from $11.6 million in the previous year. The decrease is traceable to lower shipments of the Everest product line, down 21%. Customers in the Company’s aerospace markets have delayed capital purchases due to limited appropriations for workstation telemetry recorder products. Sales of the Company’s Dash series portable recorder products were quite strong, increasing 11% from the previous year. Ruggedized product sales were up 6% from the previous year, whereas consumable product sales were lower by 11% from the prior year sales. A segment operating loss of $0.2 million was realized in the T&M product group in fiscal 2005. This result compares unfavorably to the prior year’s segment operating profit of $0.8 million. The current year’s result is due to lower sales volume and mix of $0.4 million, unabsorbed manufacturing costs of $0.1 million and higher R&D expenses of $0.4 million.

Sales of the QuickLabel Systems products increased 12% from the previous year to $28.4 million. This year’s sales growth was driven by double-digit sales increases in both printer systems and consumable products. The growth in the printer systems was dominated by demand for the Company’s 4100XE and 8100XE color printers with a sales increase of 46% from the last year’s sales volume. The sales growth of the consumables products was shared between the Company’s suite of ribbon product lines where combined sales growth was up 14% from the previous year. The QLS Product Group improved its segment operating profit by 27% to $3.8 million from the prior year’s operating profit of $3.0 million. The segment operating profit margin also improved

to 13.2% from the previous year’s segment operating profit margin of 11.7%. This year’s improved segment operating profit and related profit margin is traceable to sales growth and improved gross profit margins.

G-T’s sales declined 13% from the prior year to $16.5 million. The product group’s lower sales was due to the decline in shipments of LTM products, which were down 49%, as well as a customer shift to the Company’s lower priced Comet products in the EEG and PSG diagnostic and monitoring modalities. Sales growth of G-T’s consumable products continued in fiscal 2005, increasing 7% from the prior year. G-T’s operating profit declined 33% in fiscal 2005 to $1.8 million from $2.7 million in the prior year. This year’s segment operating profit margin was 10.9%, down 340 basis points from the previous year’s segment operating profit margin of 14.3%. The lower profit and related margin is due exclusively to the lower G-T sales reported in fiscal 2005.

Fiscal 2004 compared to Fiscal 2003

The Company’s sales in fiscal 2004 were $55.8 million, up from the prior year’s sales of $49.2 million. Domestic sales of $39.5 million grew 9.1% as demand for the Company’s hardware and software systems increaseddrove the growth with an increase of 15.6% from lastover the prior year. This hardware growth was especially strong in the digital printer and biomedical instrumentation product lines.lines, up 53.5% and 34.4%, respectively. Domestic media and suppliesconsumable sales rose nominally overwere flat with the prior year.year at $15.1 million. However, color ribbon and labelslabel sales increased 6.9% from the previous year with demand for label products driving the growth with its increase of 14.4% over last year. Sales through the international channel were especially strong in fiscal 2004 as sales reached $16.3 million, an incrementincrease of 25.4% from lastthe prior year. The sales increase related to exchange rate fluctuations was 13.1% or $1.7 million. UnitSales volume of the Company’s hardware and software systems were particularly strong, up 36.8%, as demand for the data recorders, digital printers and biomedical instrumentation products all posted significant double digit growth rates in fiscal 2004. International sales of media and supplyconsumable products also increased 12.3% during the year with the primary drivers being growth of the Company’s color ribbon and label product lines.

Gross profit increased 27.1% to $23.0 million in fiscal 2004 from $18.1 million in fiscal 2003. The Company’s gross profit margin improved to 41.2% from 36.8%. The $4.9 million increase in gross profit can bewas attributed primarily to the$3.3 million from higher sales volume, $0.5 million from product mix, and $1.1 million from better manufacturing overhead absorption and lower manufacturing costs.

Selling, general and administrative spending (SG&A) increased 5.4% to $15.7 million from $14.9 million. The $0.8 million increase in SG&A expenses can be attributed to $0.3 million higher sales commissions, $0.1 million increase in trade show and higher incentive compensation costs.marketing expenses and $0.4 million from increases in foreign exchange rates. Research & Development (R&D) expenses decreased to $3.7 million in fiscal 2004 from $4.1 million in fiscal 2003. R&D as a percentage of sales decreased to 6.6% in this fiscal year as compared 8.3% in the prior year. The decrease in R&D spending can be attributed to the workforce reduction that took place in fiscal 2003. At the end of fiscal 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and a significant curtailment of its Pennsylvania research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company recorded $490,000$0.5 million of restructuring and impairment charges. These charges included $364,000$0.4 million of severance and related termination benefit costs and a $126,000$0.1 million charge to write-down the value of equipment used at the research facility. During fiscal 2004 and 2003, a total of $349,000 of severance and related termination benefit costs were paid. The remaining $15,000 of severance and related termination benefits were reversed in fiscal 2004 as certain estimates differed from the actual amounts.

Interest income in fiscal 2004 was $202,000 up slightly from $198,000 in fiscal 2003. The increase in interest income during fiscal year 2004 can be attributed to the increase in the portfolio being tempered by lower yields on investments. Other expense, net was $63,000 as compared to last fiscal year’s other income, net of $136,000. Fiscal 2003 benefited from $145,000 of favorable foreign exchange gains while fiscal 2004 resulted in a $2,000 foreign exchange gain.

The Company recorded tax expense of $0.6 million and $0.8 million for fiscal 2004 and 2003, respectively. As a result of a review undertaken at January 31, 2003 of our cumulative loss position at that date, management

concluded that it was appropriate to establish a full valuation allowance for its net deferred tax assets. The fiscal 2004 and 2003 provision includes a full valuation allowance for the Company’s deferred tax assets. The fiscal 2004 income tax provision does includeincludes the favorable impact of the net operating loss carryforwards and the utilization of certain other deferred tax assets that were previously fully reserved.

The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses.

The following table summarizes selected financial information by segment:

The operating results of each segment are summarized as follows:

T&M’s sales decreased to $11.6 million in fiscal 2004 from $11.9 million in the previous year. T&M domestic sales were 11.0% lower than the prior year as a result of lower portable data recorder and chart paper sales. T&M international sales increased 37.8% as a result of the broader distribution of workstation recorder systems. T&M’s segment profit margin declined to 7.2% in fiscal 2004 from 8.5% in the previous year. The decline in T&M’s segment profit margin can be attributed to the change in sales mix.

QuickLabel’s sales increased to $25.3 million in fiscal 2004 from $21.5 million in the previous year. Fiscal 2004 domestic sales rose 17.9% from the previous year as acceptance of the Company’s suite of printer systems continued. Color printer sales increased by 40.7% and media sales increased 7.2% during fiscal year 2004. International sales grew 16.5% over the prior year primarily as a result of the favorable impact of the foreign exchange rates and higher media sales. QuickLablel’s fiscal 2004 segment profit margin improved to 11.7% up from 0.5% in the previous year. The improvement in segment profit margin is primarily attributed to the higher margins on both printer systems and media and higher volume.

G-T’s sales increased to $18.9 million in fiscal 2004 from $15.7 million in the previous year. G-T’s domestic sales were up 15.4% over the previous year while international sales were up 37.0%. The sales expansion is traceable to demand for the Company’s new clinical PSG and EEG product offerings and the higher Long-term Monitoring (LTM) product sales. The G-T’s segment operating margin increased to 14.3% in fiscal 2004 from 3.2% in the previous year. The increase in segment profit margin is primarily attributed to higher unit volume in fiscal 2004 and fiscal 2003’s one-time charge of $413,000 related to restructuring and impairment.

Fiscal 2003 compared to Fiscal 2002

The Company’s sales in fiscal 2003 were $49.2 million down from the prior year’s sales of $49.4 million. Domestic sales of $36.2 million grew by 1.4% over fiscal 2002, while international sales of $13.0 million were

lower by 5.6% from the previous year. In the domestic channel hardware and software system sales were down 5.9% as customers deferred capital expenditures purchasing until the last quarter in fiscal 2003. However, domestic media and supply sales were healthy all year increasing by 14.1% from fiscal 2002. The weak European and other economies in our international markets had a negative impact on hardware and software sales as international sales were off by 16.8% from fiscal 2002. Notwithstanding the softness in capital expenditures internationally, media and supply volume remained healthy increasing 11.5% in fiscal 2003.

Gross profit decreased 5.2% to $18.1 million in fiscal 2003 from $19.1 million in fiscal 2002. The Company’s gross profit margin declined to 36.8% from 38.7%. The decline in gross profit can be attributed primarily to the change in sales mix.

Selling, general and administrative spending (SG&A) declined 7.5% to $14.9 million from $16.1 million. The decline in SG&A expenses can be attributed to lower personnel costs, lower advertising expenses, lower commissions and the elimination of goodwill amortization. Research & Development (R&D) expenses increased to $4.1 million in fiscal 2003 from $3.7 million in fiscal 2002. R&D as a percentage of sales increased to 8.3% in this fiscal year as compared 7.6% in the prior year.

In fiscal year 2003, the Company implemented an organizational restructuring in an effort to reduce costs and streamline operations. The restructuring included workforce reductions in all areas of the Company and a significant curtailment of its Pennsylvania research facility. The Company eliminated 28 employees or approximately 8% of its workforce. In fiscal 2003, the Company recorded $490,000 of restructuring and impairment charges. These charges included $364,000 of severance and related termination benefit costs and a $126,000 charge to write-down the value of equipment used at the research facility. At January 31, 2003, $336,000 of severance and related termination benefit costs were accrued.

Interest and dividend income declined in fiscal 2003 to $198,000 from $248,000 in fiscal 2002. The decrease is due to lower yields on investments. Other income, net for fiscal 2003 was $136,000 as compared to fiscal 2003 other income, net of $188,000.

The Company recorded tax expense of $0.8 million for fiscal 2003. This provision was primarily the result of providing a full valuation allowance for the Company’s deferred tax assets.

The Company reports three segments that mirror the Company’s sales product groups (i.e., T&M, QuickLabel and G-T). The Company evaluates segment performance based on the operating segment’s profit before corporate and financial administration expenses.

T&M’s sales decreased to $11.9 million in fiscal 2003 from $12.1 million in the previous year. Both T&M’s domestic and international sales were 1% lower than the prior year. T&M’s segment profit margin improved to 8.5% in fiscal 2003 from 5.6% in the previous year. The improvement in T&M’s margin can be attributed to a favorable change in sales mix due to sales increases in T&M’s portable recorder and cockpit printers. In addition, T&M’s margins improved as a result of lower materials costs resulting from bringing the production of certain components in-house.

QuickLabel’s sales increased to $21.6 million in fiscal 2003 from $20.9 million in the previous year. Fiscal 2003 domestic sales were 2.3% higher than the previous year while international sales rose 4.3% over the previous year. QuickLabels hardware and software system sales declined by 18.9%, while media sales increased 16.6%. QuickLabel’s fiscal 2003 segment profit margin declined to 0.5% down from 4.1% in the previous year. The decline in margin is primarily attributed to the change in sales mix. In addition, QuickLablel’s fiscal 2003 expenses include a restructuring charge of $30,000.

G-T’s sales decreased to $15.7 million in fiscal 2003 from $16.4 million in the previous year. The decline in G-T’s sales is attributed to a 23.3% decrease in G-T international sales. Domestic sales were up 1.1% over the

previous year. The G-T’s segment operating margin declined to 3.2% in fiscal 2003 from 5.0% in the previous year. The decline in margin is primarily attributed to the $413,000 restructuring and impairment charge incurred in fiscal 2003.

Liquidity and Capital Resources

The Company expects to finance its future working capital needs, capital expenditures and acquisition requirements through internal funds. To the extent the Company’s capital and liquidity requirements are not satisfied internally, the Company may utilize a $3.5 million unsecured bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at the bank’s prime rate.

The Company’s Statements of Cash Flows for the three years ending January 31, 2005, 2004 2003 and 20022003 are included on page 29. Net cash flow provided by operating activities in fiscal year 2004 and 2003 were $4.4 million and $2.7 million, respectively.2005 was $3.4 million. The increase in net cash flow fromprovided by operations in fiscal 2004 is attributed primarily to the positive cash flow generated from the net income of $2.7 million during the year and a reduction in fiscal 2004 versus a net loss in fiscal 2003. Thethe Company’s cash collection cycle increased to 57 days sales outstanding from the prior year’s 53 days due to a slower collection cycle from the Company’s international customers. The Company’s inventory turns improved to 3.0 turns versus 2.8 turns in the prior year. Working capital balances at January 31, 2004 were $24.5 million, a 30% increase from the $18.8 million at January 31, 2003. The composition of fiscal 2004 year-end working capital balance includes cash and marketable securities of $12.7 million as compared to $7.3 million of cash and marketable securities at the end of last year. The cash and marketable securities balance increased as a result of the positive cash flow from operations and the $2.6 million of proceeds received from the exercise of employee stock options. See financing activities discussion below for the tax impact on the exercise of stock options.equaling $0.5 million.

Net cash flow used by investing activities was $4.3$1.4 million, which was mostly the result of the purchase of property, plant and equipment of $1.1 million. These purchases included machinery and equipment of $0.5 million, information technology of $0.2 million, building improvements of $0.2 million, tools and dies of $0.1 million and $1.3 in fiscal 2004 and 2003, respectively. Net cash flow provided by investing activities in fiscal 2002 was $1.2 million. The change in the cash flow in investing activities in 2004 and 2003 versus 2002 is attributed to the fact the Company invested its excess cash flow in investment securities in fiscal 2004 and 2003; whereas, in 2002 the Company liquidated certain securities available for sale to fund its working capital requirements. Capital expenditures were $0.7other of $0.1 million $0.6 million and $0.9 million in fiscal 2004, 2003 and 2002, respectively.

Net cash flow providedused by financing activities was $1.7$0.8 million in fiscal 2004, versus net cash flow used in financing activities2005. During the year the Company repurchased approximately $0.5 million of $0.7common stock and paid dividends of $0.8 million. Also during the current year, the Company generated $0.5 million in fiscal 2003 and fiscal 2002, respectively. The significant increase in cash flow from financing activities can be attributed to the $2.6 million of proceeds fromthrough the exercise of employee stock options. The majority of the stock acquired upon exercise of employee stock options was sold resulting in disqualified dispositions for tax purposes. Disqualified dispositions of stock acquired upon exercise of employee stock options provide the Company a tax benefit that is treated differently for book and tax purposes. For book purposes, generally accepted accounting principles require that the tax benefit associated with the disqualified dispositions be recorded in Additional Paid-in Capital (APIC) in Shareholders’ Equity. For tax purposes, the disqualified dispositions are valid expense deductions that lower the Company’s current income tax payable. At January 31, 2004, the Company had a tax benefit relating to disqualified dispositions of stock acquired upon exercise of employee stock options equal to approximately $1.5 million ($3.8 million pretax). For tax purposes, this amount will be used to offset current and future income taxes payable. For book purposes, $0.1 million of the tax benefit was recognized in APIC. The other $1.4 million of the tax benefit was recognized in APIC with a full valuation allowance.

Dividends paid for the three-years ended fiscal 2005, 2004, and 2003 were $0.8, million, $0.7 million and 2002 were $0.7 million in each year.year, respectively. The Company’s annual dividend per share was $0.16 in all three years. In fiscal 2004, the Company repurchased common stock at a cost of $0.2 million. Since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 939,624990,651 shares of its common stock. At January 31, 2004,2005, the Company has Board of Directors’ authorization to purchase an additional 218,200550,973 shares of the Company’s common stock in the future.

Management plans to conduct a broad evaluation of its current enterprise resource planning (ERP) system to ensure the Company’s Information Technology (IT) systems are appropriate to support the growth, profitability and internal control requirements of a multi-national company.

Contractual Obligations, Commitments and Contingencies

The Company has a contingent obligation relating to the Telefactor acquisition that requires the Company to pay additional consideration to the sellers if certain sales amounts are achieved during the seventy-two72 months following the closing of the transaction. The purchase and sales agreement contains a clause which will require the Company to pay additional purchase price of up to $3,000,000 if certain sales levels are achieved. The earnout provision is effective over a period of 72 months and expires in December of 2005. At January 31, 2004, $25,923 of2005, no additional consideration was owed to the sellers.

A summary of the Company’s contractual obligations and commitments as of January 31, 20042005 is as follows:

Purchase obligations include amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity, delivery and termination liability.

The Company is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, contract and employment claims, workers compensation claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold.

The Company provides accruals for direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control.

Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. (See the Notes to the Consolidated Financial Statements included elsewhere herein.) Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used for its critical accounting policies to ensure that such judgments and estimates are reasonable for its interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in the Company’s judgments, the results could be materially different from the Company’s estimates. The Company’s critical accounting policies include:

Revenue Recognition:  The majority of the Company’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable

and collectibility is reasonably assured. Provisions are made atassured in accordance with the time the related revenue is recognized for the cost of any installation or training obligations.requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting.accounting in accordance with SAB 104 and EITF 00-21, “Revenue Arrangements With Multiple Deliverables”. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately.

Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of the Company’s equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales.

Warranty Claims and Bad Debts:  Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and selling, general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. The Company also periodically evaluates the adequacy of its reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty claims can extend far into the future and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required by the Company in determining the appropriate amounts to record and such judgments may prove to be incorrect in the future. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts.

Customer Returns:  Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon its historical experience while making adjustments for any changes in business conditions.

Inventories:  Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of the Company analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. The Company believes that its procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual.

Income taxes:  The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. This SFAS requires that deferred income taxes be determined based on estimated future tax effects of differences between the tax and book bases of assets and liabilities considering the provisions of enacted tax laws. The Company has historically had prepaid income tax assets due principally to the unfavorable tax consequences of recording expenses for required book reserves for such things as, bad debts, inventory valuation, and warranty that cannot be deducted for income tax purposes until such expenses are actually paid. The Company’s deferred tax liabilities consist primarily of favorable tax consequences associated with accelerated depreciation methods for tax purposes. SFAS No. 109 requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including the Company’s performance, the market environment in which the Company operates, length of carryforwardscarryforward periods, existing sales backlog and future sales projections. The Company had previously provided valuation allowances only for future tax benefits resulting from certain foreign losses. However, where there are cumulative losses in recent years,In fiscal 2003, as required by SFAS No. 109, creates a strong presumption that a valuation allowance is needed. This presumption can be overcome in very limited circumstances. As a result of our cumulative loss position at January 31, 2003 and the increased uncertainty relative to the timing of profitability in future periods at that point

in time, the Company concluded that is was appropriate to establish a valuation allowance for our entire net deferred tax asset. The Company expects to recordestablished a full valuation allowance on futureits net deferred tax benefitsasset as a result of the uncertainty as to whether these deferred tax assets would “more likely than not” be realized in the future. Based

on the facts and circumstances at that time it was determined that a full valuation allowance was required and it was stated that until we can sustain an appropriate level of profitability and until such time,could be sustained no tax benefits would be realized. As of the first quarter of fiscal 2005, the Company wouldbelieved that an appropriate level of profitability had been established and maintained and that it is more likely than not expect to recognize any significantthe deferred tax benefitsassets will be realized in ourthe future. The Company made this determination based on a review of the facts and circumstances as of May 1, 2004. This review consisted of an analysis of the Company’s performance, the market environment in which the Company currently operates, the length of the carryforward periods, the existing sales backlog and the future results of operations, except as those benefits are realized on the tax return.sales projections.

Long-Lived Asset and Goodwill:  The impairment of Long-lived assets to be held and used are reviewed for impairment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Goodwill impairment reviews are performed in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Management evaluates the recoverability of goodwill annually, or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is considered to be impaired when the net book value of a segment exceeds its estimated fair value. Fair values are established primarily using a discounted cash flow methodology. The determination of discounted cash flows is based on the long-range planning forecast.

New Accounting Pronouncements

In January 2003 Financial Accounting Standards Board (FASB) InterpretationDecember 2004, the FASB issued SFAS No. 46, “Consolidation of Variable Interest Entities” was issued. This interpretation123 (Revised 2004), “Share-Based Payment” (“SFAS 123-R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and superceded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123-R requires a companycompanies to consolidate variable interest entities (“VIE”) ifmeasure compensation costs for share-based payments to employees, including stock options, at fair value and expense such compensation over the enterprise is a primary beneficiary (holds a majority ofservice period beginning with the variable interest) offirst interim or annual period after June 15, 2005. The pro forma disclosure previously permitted under SFAS 123 will no longer be an alternative to financial statement recognition. Under SFAS 123-R, companies must determine the VIEappropriate fair value model to be used for valuing share-based payments, the amortization method for compensation expense and the VIE has specific characteristics. It also requires additional disclosures for parties involved with VIEs. transition method to be used at the date of adoption. The transition methods include prospective and retroactive adoption options. Management is evaluating the requirements of SFAS 123-R.

In October 2003,December 2004, the FASB deferred the effective dateissued FSP FAS 109-1, “Application of this interpretationFAS No. 109 “Accounting for all VIEsIncome Tax, to the first reporting period after December 15, 2003. The adoptionTax Deduction on Qualified Production Activities Provided by the Americans Jobs Creation Act of 2004”. FSP FAS No. 109-1 clarifies SFAP 109’s guidance that applies to the new tax deduction for qualified domestic production activities. FSP No. 109-1 became effective upon issuance and we believe that this interpretation did notpronouncement will have a materialan insignificant impact on the Company’s consolidated financial position, results of operations or cash flows.effective rate in fiscal 2006.

In April 2003, SFAS No. 149, “AmendmentDecember 2004, the FASB issued FSP FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Repatriation Provision within the American Jobs Creation Act of Statement 133 on Derivative Instruments and Hedging Activities” was issued. The standard amends and clarifies financial reporting for derivative instruments and for hedging activities accounted for under SFAS No. 133 and was effective for contracts entered into or modified, and for hedges designated, after June 30, 2003. Adoption2004”. FSP FAS 109-2 provides implementation guidance related to the repatriation provision of the standard did notAmerican Jobs Creation Act of 2004. At this time we are evaluating the impact this pronouncement will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2003, SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity” was issued. The standard establishes how an issuer classifies and measures certain freestanding financial instruments with characteristics of liabilities and equity and requires that such instruments be classified as liabilities. The standard was effective for financial instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of the standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2003 the Emerging Issues Task Force reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21) which became effective for revenue arrangements entered into in the third quarter of 2003. In an arrangement with multiple deliverables, EITF 00-21 provides guidance to determine (a) how the arrangement consideration should be measured, (b) whether the arrangement should be divided into separate units of accounting, and (c) how the arrangement consideration should be allocated among the separate units of accounting. The Company adopted EITF 00-21 in the third quarter. The adoption of the standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.Company.

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

The Company’s financial results are affected by changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which products are sold. The Company’s primary currency exposures are European Common Currency (Euro), British Pound, and Canadian Dollar. At January 31, 2004,2005, the Company’s investment in foreign assets was $1.6$2.6 million. An overall unfavorable change in foreign exchange rates of 10% would have resulted in an additional net loss of approximately $0.1 million and a $0.3 million reduction in shareholders’ equity as a result of the impact on the cumulative translation adjustment.

The Company, on occasion, utilizes foreign exchange option contracts to minimize its exposure associated with unfavorable changes in foreign exchanges rates on certain foreign denominated receivables. At January 31, 2004,2005, the Company did not have any open contracts. The functional currencies of the Company’s foreign affiliates are their respective local operating currencies, which are translated for consolidated financial reporting purposes into U.S. dollars.

Item 8.Financial Statements and Supplementary Data

The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding annual results of operations is set forth in the following table.

QUARTERLY FINANCIAL DATA (Unaudited)

(Dollars in Thousands, Except Per Share Amounts)

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.Controls and Procedures

As required by Rule 13a-15 under the Exchange Act of 1934, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation

of the Company’s management, including the Company’s Chairman of the Board and Chief Executive Officer and the Company’s Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

There have been no significant changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

The Company will initiate activities related to the assessment of its internal control environment in preparation for the compliance requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In its assessment management will use the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Management is required to disclose its assessment of the effectiveness of the Company’s internal controls and have its outside auditors attest such assessment by the fiscal year ending January 31, 2007.

PART III

Item 10.Directors and Executive Officers of the Registrant

The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders.

The following is a list of the names and ages of, and the positions and offices presently held by, all executive officers of the Company. All officers serve at the pleasure of the Board of Directors.

All of the persons named above have held the positions identified since January 31, 1985, except as indicated below.

Mr. Ondis has been a Director and Chief Executive Officer since 1969. He was previously President and the Chief Financial Officer (Treasurer) of the Company from 1969 to 1985.

Mr. Pizzuti was previously a Vice President of the Company functioning as Chief Operating Officer since 1971.

Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry Tree Products Inc., IBI Corporation and Dennison Manufacturing Company. Mr. O’Connell is also Assistant Secretary of the Company.

Mr. Chatten joined the Company in December 1999 as President of Grass-Telefactor Product Group. Prior to that, Mr. Chatten was founder and President of Telefactor Corporation which was acquired by Astro-Med in December 1999.

Mr. Deeb has held the position identified since 1987. In 1985, he was named General Manager—Media Products after having been Vice President and General Manager since 1981 of a business sold by the Company in 1984.

Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the Company for eighteen years.

Mr. Petrarca was appointed Vice President of Instrument Manufacturing in November 1998. He has previously held positions as General Manager of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He has been with the Company since 1980.

Mr. SilveiraMcGuinness joined the Company in 2000.2004. He previously held financial management positions with TextronParamount Cards, Inc., most recently serving in the Industrial Products, Mergers & Acquisitions groupNortek, Inc., The Monitor Company, and with KPMG Peat Marwick LLP. He is a certified public accountant.

Code of Ethics

The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) (who is both the principal financial and accounting officer) and Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Codes to shareholders, without charge, upon request directed to the Investor Relations Contact listed on the Company’s website,www.astromed.com WWW.ASTRO-MEDINC.COM, under the headings “Investor Relations – Corporate Governance”. The Company intends to posthas posted the Codes on the Company��sCompany’s website under “Investor Relations – Corporate Governance” and to disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Controller or persons performing similar functions by posting such information on its website.

Item 11.Executive Compensation

The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders.

Item 12.Security Ownership of Certain Beneficial Owners and Management

The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders.

Equity Compensation Plan Information

The following table sets forth information about the Company’s equity compensation plans as of January 31, 2004:2005:

Additional information regarding these equity compensation plans is contained in Note 5 to the Company’s Consolidated Financial Statements included in Item 15 hereto.

Item 13.Certain Relationships and Related Transactions

The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders.

Item 14.Principal Accountant Fees And Services

The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement for the 20042005 annual meeting of shareholders.

PART IV

Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)Financial Statements:

The following consolidated financial statements of Astro-Med, Inc. and subsidiaries are incorporated by reference in Item 8:

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:

Exhibit Number
(10.1)		Astro-Med, Inc. 1989 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-32317 and incorporated by reference herein. (a)

Exhibit Number
(10.2)		Astro-Med, Inc. 1989 Incentive Stock Option Plan, as amended, filed as Exhibit 28 to Registration Statement on Form S-8, Registration No. 333-43700, and incorporated by reference herein. (a)
(10.3)		Astro-Med, Inc. 1993 Incentive Stock Option Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24127, and incorporated by reference herein. (a)
(10.4)		Astro-Med, Inc. Non-Employee Director Stock Option Plan filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration No. 333-24123, and incorporated by reference herein. (a)
(10.5)		Astro-Med, Inc. 1997 Incentive Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statements on Form S-8, Registration Nos. 333-32315, 333-93565 and 333-44414, and incorporated by reference herein. (a)
(10.6)		Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8, Registration Nos. 333-62431 and 333-63526, and incorporated by reference herein.
(10.7)		Employment Agreement between Astro-Med, Inc. and John B. Chatten dated as of December 14, 1999(a).
(10.8)		Astro-Med, Inc. Management Bonus Plan (Group III) (filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-Kfor10-K for the year ended January 31, 2003 and by this reference incorporated herein. (a)
(13)		Letter to Shareholders accompanying the Annual Report.
(21)		List of Subsidiaries of the Company.
(23)		Consent of Independent Auditors. Explanation of Absence of Current Written Consent by Arthur Andersen LLP.
(23.1)		Consent of Independent Auditors.
(31.1)		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
(31.2)		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
(32.1)		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)		Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

On November 18, 2003,March 23, 2005, the Company filed a Current Report on Form 8-K announcing the thirdfiscal 2005 fourth quarter consolidated revenue and earnings.

On December 18, 2003,January 13, 2005, the Company filed a Current Report on Form 8-K reporting under Item 9. Regulation FD Disclosure regarding Albert W. Ondis, Chief Executive Officer, of Astro-Med, Inc., (ALOT) posted remarks concerningannouncing the Company’s current stock price and recently issued Provident Equity ResearchCompany made a presentation at the Seventh Annual Needham Growth Conference.

On November 16, 2004, the Company filed a Current Report on Yahoo’s message board.Form 8-K announcing the fiscal 2005 third quarter consolidated revenue and earnings.

On November 15, 2004, the Company filed a Current Report on Form 8-K announcing the appointment of John D. McGuinness to the position of Corporate Controller.

On November 5, 2004, the Company filed a Current Report on Form 8-K announcing preliminary projections for the fiscal 2005 third quarter revenue and earnings.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

REPORT OF INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM

To theThe Board of Directors and Shareholders of

Astro-Med, Inc.

We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. (the “Company”) as of January 31, 20042005 and 2003,2004, and the related consolidated statements of operations, comprehensive income (loss) and changes in shareholders’ equity, and cash flows for each of the three years then ended.in the period ended January 31, 2005. Our auditaudits also included the financial statement schedule for those years listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. The consolidated financial statements of the Company for the year ended January 31, 2002 were audited by other auditors who have ceased operations and whose report dated March 15, 2002, expressed an unqualified opinion on those statements before the revisions described in Note 1.audits.

We conducted our audits in accordance with auditingthe standards generally accepted inof the United States.Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. at January 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule for those years, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective February 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

As discussed above, the financial statements of Astro-Med, Inc. for the year ended January 31, 2002 were audited by other auditors who have ceased operations. As described in Note 1, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, which was adopted by the Company as of February 1, 2002. Our audit procedures with respect to the disclosures in Note 1 with respect to 2002 included (a) agreeing the previously reported net loss to the previously issued financial statements and the adjustments to reported net loss representing amortization expense (including any related tax effects) recognized in those periods related to goodwill to the Company’s underlying records obtained from management, and (b) testing the mathematical accuracy of the reconciliation of adjusted net loss to reported net loss, and the related loss per share amounts. In our opinion, the disclosures for 2002 in Note 1 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2002 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2002 financial statements taken as a whole.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Astro-Med, Inc.:

We have audited the accompanying consolidated balance sheets of Astro-Med, Inc. (a Rhode Island Corporation) and subsidiaries as of January 31, 2002 and 2001, and the related consolidated statements of income, comprehensive income and changes in shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2002. These financial statements and schedule referred to below are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and schedule referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. and subsidiaries as ofat January 31, 20022005 and 2001,2004, and the consolidated results of theirits operations and theirits cash flows for each of the three years in the period ended January 31, 2002,2005, in conformity with accounting principlesU.S. generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index at Item 14(a)(2) is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.accounting principles.

Note: This report of Independent Certified Public Accountants is a copy of a previously issued Arthur Andersen LLP (“Andersen”) report and has not been reissued by Andersen. The inclusion of this previously issued Andersen report is made pursuant to Section 2.02(e) of regulation S-X. Note that this previously issued Andersen report includes references to certain fiscal years which are not required to be presented in the accompanying consolidated financial statements as of and for the year ended January 31, 2002.

ASTRO-MED, INC.

CONSOLIDATED BALANCE SHEETS

As of January 31, 20042005 and 20032004

The accompanying notes are an integral part of these financial statements.

ASTRO-MED, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended January 31, 2005, 2004 2003 and 20022003