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

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


                                    FORM 8-K

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

                                  March 8, 2004
                Date of Report (Date of earliest event reported)



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


                          SIGMATRON INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


Delaware                           0-23248                            36-3918470
(State or other jurisdiction     (Commission                    (I.R.S. Employer
of incorporation)                File Number)                Identification No.)


             2201 Landmeier Road, Elk Grove Village, Illinois 60007
               (Address of principal executive offices) (Zip Code)


                                 (847) 956-8000
              (Registrant's telephone number, including area code)


                           ---------------------------
                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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Item 7.       Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit No.       Description of Exhibit
         -----------       ----------------------

              99.1         Press Release issued by SigmaTron International,
                           Inc., dated March 8, 2004.


Item 12.      Results of Operations and Financial Condition.

On March 8, 2004 SigmaTron  International,  Inc. issued a press release
announcing its financial results for the quarter ended January 31, 2004.
A copy of the press release is attached as Exhibit 99.1.

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                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         SIGMATRON INTERNATIONAL, INC.



Date:  March 8, 2004             By:    /s/ Gary R. Fairhead
                                        ----------------------------------------
                                        Name:    Gary R. Fairhead
                                        Title:   President and Chief Executive
                                                 Officer


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                                  EXHIBIT INDEX


Exhibit No.       Description of Exhibit
-----------       ----------------------

99.1              Press Release of the Company, dated March 8, 2004.





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