<PAGE>   1
As filed with the Securities and Exchange Commission on April 29, 1999

                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                 KENNAMETAL INC.

         PENNSYLVANIA                                             25-0900168
   (State or jurisdiction of                                   (I.R.S. Employer
Incorporation or organization)                               Identification No.)

                    ROUTE 981 AT WESTMORELAND COUNTY AIRPORT

                                  P.O. BOX 231

                           LATROBE, PENNSYLVANIA 15650
                    (Address of principal executive offices)

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

                                 KENNAMETAL INC.

                                 1999 STOCK PLAN
                            (Full title of the plan)

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

                    DAVID T. COFER, VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                                 KENNAMETAL INC.
                    ROUTE 981 AT WESTMORELAND COUNTY AIRPORT
                                  P.O. BOX 231
                           LATROBE, PENNSYLVANIA 15650
                     (Name and address of agent for service)

                                  412-539-5206
                     (Telephone number of agent for service)

                          COPIES OF COMMUNICATIONS TO:

                              Ronald Basso, Esquire
                   Buchanan Ingersoll Professional Corporation
                                One Oxford Centre
                          301 Grant Street, 20th Floor
                            Pittsburgh, PA 15219-1410
                                  412-562-3943
                   -------------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
Title of Securities To Be          Amount to Be    Proposed Maximum  Proposed Maximum          Amount of
Registered(1)                      Registered      Offering Price    Aggregate Offering Price  Registration Fee
                                                   Per Share
==================================================================================================================
<S>                                <C>             <C>               <C>                       <C>
Capital Stock (par value $1.00 per     600,000        23.78125             14,268,750              3,966.71
share)
==================================================================================================================
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low prices for
the Common Stock on the New York Stock Exchange, as reported in The Wall Street
Journal, Midwest Edition, on April 28, 1999, has been determined in accordance
with Rule 457(c).

(2)  In accordance with Rule 457(h) such price is the price at which the options
with respect to such shares may be exercised.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*
---------


*The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.


ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated herein
by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus) and
other documents required to be delivered to eligible employees pursuant to Rule
428(b) or additional information about the Kennametal Stock Option and Incentive
Plan of 1999 and its administrators are available without charge by contacting:

                                 Kennametal Inc.
                    Route 981 at Westmoreland County Airport
                                  P.O. Box 231
                             Latrobe, PA 15650-0231
                                 (412) 539-5206

                          Attn: David T. Cofer, Esquire

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement relates to the Kennametal Inc. 1999 Stock 
Plan (the "Plan"). Kennametal Inc. (the "Corporation" or the "Registrant") is
incorporated in the Commonwealth of Pennsylvania.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Corporation hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to


<PAGE>   3


Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Securities Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold:

         (a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and

         (c) The description of the Common Stock of the Corporation contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act, including any amendment or report filed for the purpose
of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Buchanan Ingersoll Professional Corporation ("BIPC"), counsel for the
Corporation, is issuing an opinion to the Corporation in connection with this
Registration Statement regarding the legality of the securities being
registered. Mr. William R. Newlin, the Managing Director and a shareholder of
BIPC, is the Chairman of the Board of the Corporation. As of April 28, 1999,
BIPC, and all attorneys of BIPC who may be deemed to be substantively involved
in this Registration Statement, did not beneficially own any shares of the
Capital Stock of the Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through 1750) of
the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").
Section 1741 (relating to third party actions) and 1742 (relating to derivative
actions) of the BCL provide that, unless otherwise restricted by its bylaws, a
business corporation shall have the power to indemnify any person who is made a
party to a third-party or derivative action, respectively, by reason that such
person is or was a representative of the corporation. The BCL defines
representative to mean a director, officer, employee or agent thereof (a
"Representative"). The sections further state that the corporation is authorized
to indemnify the Representative against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him


<PAGE>   4


or her in connection with the action. However, the Representative must have
acted in good faith and with a reasonable belief that his or her actions were in
the best interests, or not opposed to the best interests, of the corporation;
and with respect to any criminal proceeding, the Representative must have had no
reasonable cause to believe his or her conduct was unlawful.

         Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the defense
of any claim or action. The corporation must indemnify him or her to the extent
of his or her actual and reasonable expenses (including attorney's fees) in
connection with the claim or action.

         Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person might be
entitled under any bylaw, agreement, or otherwise. However, 1746(b) forbids
indemnification to be made in any case where the act or failure to act giving
rise to the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in the case of
willful misconduct or recklessness.

         The BCL, in Section 1747, also authorized corporations to purchase and
maintain insurance on behalf of a Representative, whether or not the corporation
would have the power to indemnify him or her. Such insurance is declared to be
consistent with Pennsylvania's public policy.

         Article IX, Section 1 of the Corporation's bylaws provides that a
director shall not be personally liable for monetary damages for any action
taken or failed to be taken unless the director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing willful misconduct or recklessness. A director's
criminal or tax liability is not limited by the foregoing provision.

         Section 2 of Article IX of the Corporation's bylaws requires the
Corporation to indemnify any director or officer who is involved in any action,
suit or proceeding, whether, civil, criminal, administrative or investigative,
unless a court determines that such director or officer's conduct constituted
willful misconduct or recklessness. However, the Corporation will indemnify a
director or officer who initiates an action only if the action was authorized by
the board of directors. The right to indemnification conferred by this bylaw
includes payment of all reasonable expenses, including attorney's fees, and any
liability and loss. The bylaws further provide that any director or officer who
is entitled to indemnification but is not paid in full by the Corporation within
forty-five (45) days after a written claim, may bring suit against the
Corporation; and if the director or officer succeeds, in whole or in part, he or
she shall be entitled to also be paid the expense of prosecuting such claim.

         The Corporation has entered into indemnification contracts with
directors and officers of the Corporation which entitle them to full
indemnification in accordance with the BCL and the Corporation's bylaws. Also,
pursuant to the indemnification contracts, the Corporation is obligated to
purchase and maintain directors and officers' liability insurance. Accordingly,
the Corporation provides insurance contracts which insure its directors and
officers, within the limits and subject to the limitations of the policies,
against certain expenses and liabilities which have 


<PAGE>   5


been incurred by, or resulted from, any actions, suits or proceedings to which
they are parties by reason of being or having been directors or officers of the
Corporation. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

         The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

         4.01     Amended and Restated Articles of Incorporation, as Amended, of
                  the Registrant (incorporated herein by reference to Exhibit
                  3.1 of the Corporation's September 30, 1994 Form 10-Q)

         4.02     Bylaws of the Registrant (incorporated herein by reference to
                  Exhibit 3.1 of the Corporation's March 31, 1991 Form 10-Q,
                  Commission File No. 1-5318, docket entry date - May 14, 1991)

         4.03     Rights Agreement dated October 25, 1990 (incorporated herein
                  by reference to Exhibit 4 of the Corporation's Form 8-K for
                  the event dated October 23, 1990, Commission File No.
                  1-5318, docket entry date - November 1, 1990)

         5.01     Opinion of Buchanan Ingersoll Professional Corporation 
                  (filed herewith)

         23.01    Consent of Arthur Andersen LLP (filed herewith)

         23.02    Consent of Buchanan Ingersoll Professional Corporation
                  (contained in opinion filed as Exhibit 5.01)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in this Registration
                           Statement or any material change to such information
                           in this Registration Statement.

<PAGE>   6


                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>   7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Unity Township, Westmoreland County, Commonwealth of
Pennsylvania, on the 26th day of April, 1999.

                                                 KENNAMETAL INC.


                                                 By: /s/ David T. Cofer
                                                    ----------------------------
                                                      Authorized Officer
                                                      Vice President, Secretary
                                                      and General Counsel


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 26, 1999.

Signature                                            Capacity
---------                                            --------

/s/ Robert L. McGeehan                               Director, President
-------------------------------                      and Chief Executive Officer
Robert L. McGeehan                                   


/s/ James R. Breisinger                              Vice President
-------------------------------                      and Chief Financial Officer
James R. Breisinger                                  


/s/ Peter B. Bartlett                                Director
-------------------------------                            
Peter B. Bartlett


/s/ Warren H. Hollinshead                            Director
-------------------------------                            
Warren H. Hollinshead


/s/ Richard C. Alberding                             Director
-------------------------------                            
Richard C. Alberding


/s/ Timothy S.  Lucas                                Director
-------------------------------                            
Timothy S. Lucas

<PAGE>   8


Signature                                            Capacity
---------                                            --------

/s/ William R. Newlin                                Director
-------------------------------                            
William R. Newlin


/s/ Larry Yost                                       Director
-------------------------------                            
Larry Yost


/s/ A. Peter Held                                    Director
-------------------------------                            
A. Peter Held


/s/ Aloysius T. McLaughlin, Jr.                      Director
-------------------------------                            
Aloysius T. McLaughlin, Jr.


/s/ Frank P. Simpkins                                Controller
-------------------------------                            
Frank P. Simpkins



<PAGE>   9



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                             DESCRIPTION
<C>               <S>
4.01              Amended and Restated Articles of Incorporation, as
                  Amended, of the Registrant (incorporated herein by
                  reference to Exhibit 3.1 of the Corporation's
                  September 30, 1994 Form 10-Q)

4.02              Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 of
                  the Corporation's March 31, 1991 Form 10-Q, Commission File No. 1-5318,
                  docket entry date - May 14, 1991)

4.03              Rights Agreement dated October 25, 1990 (incorporated
                  herein by reference to Exhibit 4 of the Corporation's
                  Form 8-K for the event dated October 23, 1990,
                  Commission File No. 1-5318, docket entry date -
                  November 1, 1990)

5.01              Opinion of Buchanan Ingersoll Professional Corporation (filed herewith)

23.01             Consent of Arthur Andersen LLP (filed herewith)

23.02             Consent of Buchanan Ingersoll Professional Corporation (contained in opinion
                  filed as Exhibit 5.01)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "KENNEMETAL INC.", "secsgml_size_bytes": 21254}]
{"company-data": {"conformed-name": "KENNAMETAL INC", "cik": "0000055242", "assigned-sic": "3541", "irs-number": "250900168", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77411", "film-number": "99605813"}, "business-address": {"street1": "1600 TECHNOLOGY WAY", "street2": "P.O. BOX 231", "city": "LATROBE", "state": "PA", "zip": "15650", "phone": "7245395000"}, "mail-address": {"street1": "STATE ROUTE 981 SOUTH", "street2": "PO BOX 231", "city": "LATROBE", "state": "PA", "zip": "15650"}}
1
As filed with the Securities and Exchange Commission on April 29, 1999

                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                 KENNAMETAL INC.

         PENNSYLVANIA                                             25-0900168
   (State or jurisdiction of                                   (I.R.S. Employer
Incorporation or organization)                               Identification No.)

                    ROUTE 981 AT WESTMORELAND COUNTY AIRPORT

                                  P.O. BOX 231

                           LATROBE, PENNSYLVANIA 15650
                    (Address of principal executive offices)

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

                                 KENNAMETAL INC.

                                 1999 STOCK PLAN
                            (Full title of the plan)

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

                    DAVID T. COFER, VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                                 KENNAMETAL INC.
                    ROUTE 981 AT WESTMORELAND COUNTY AIRPORT
                                  P.O. BOX 231
                           LATROBE, PENNSYLVANIA 15650
                     (Name and address of agent for service)

                                  412-539-5206
                     (Telephone number of agent for service)

                          COPIES OF COMMUNICATIONS TO:

                              Ronald Basso, Esquire
                   Buchanan Ingersoll Professional Corporation
                                One Oxford Centre
                          301 Grant Street, 20th Floor
                            Pittsburgh, PA 15219-1410
                                  412-562-3943
                   -------------------------------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Securities To Be          Amount to Be    Proposed Maximum  Proposed Maximum          Amount of
Registered(1)                      Registered      Offering Price    Aggregate Offering Price  Registration Fee
                                                   Per Share
==================================================================================================================
Capital Stock (par value $1.00 per     600,000        23.78125             14,268,750              3,966.71
share)
==================================================================================================================
(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low prices for
the Common Stock on the New York Stock Exchange, as reported in The Wall Street
Journal, Midwest Edition, on April 28, 1999, has been determined in accordance
with Rule 457(c).

(2)  In accordance with Rule 457(h) such price is the price at which the options
with respect to such shares may be exercised.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*
---------

*The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated herein
by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus) and
other documents required to be delivered to eligible employees pursuant to Rule
428(b) or additional information about the Kennametal Stock Option and Incentive
Plan of 1999 and its administrators are available without charge by contacting:

                                 Kennametal Inc.
                    Route 981 at Westmoreland County Airport
                                  P.O. Box 231
                             Latrobe, PA 15650-0231
                                 (412) 539-5206

                          Attn: David T. Cofer, Esquire

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement relates to the Kennametal Inc. 1999 Stock 
Plan (the "Plan"). Kennametal Inc. (the "Corporation" or the "Registrant") is
incorporated in the Commonwealth of Pennsylvania.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Corporation hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to
3

Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Securities Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold:

         (a) The latest annual report of the Corporation filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and

         (c) The description of the Common Stock of the Corporation contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act, including any amendment or report filed for the purpose
of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Buchanan Ingersoll Professional Corporation ("BIPC"), counsel for the
Corporation, is issuing an opinion to the Corporation in connection with this
Registration Statement regarding the legality of the securities being
registered. Mr. William R. Newlin, the Managing Director and a shareholder of
BIPC, is the Chairman of the Board of the Corporation. As of April 28, 1999,
BIPC, and all attorneys of BIPC who may be deemed to be substantively involved
in this Registration Statement, did not beneficially own any shares of the
Capital Stock of the Corporation.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through 1750) of
the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").
Section 1741 (relating to third party actions) and 1742 (relating to derivative
actions) of the BCL provide that, unless otherwise restricted by its bylaws, a
business corporation shall have the power to indemnify any person who is made a
party to a third-party or derivative action, respectively, by reason that such
person is or was a representative of the corporation. The BCL defines
representative to mean a director, officer, employee or agent thereof (a
"Representative"). The sections further state that the corporation is authorized
to indemnify the Representative against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him
4

or her in connection with the action. However, the Representative must have
acted in good faith and with a reasonable belief that his or her actions were in
the best interests, or not opposed to the best interests, of the corporation;
and with respect to any criminal proceeding, the Representative must have had no
reasonable cause to believe his or her conduct was unlawful.

         Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the defense
of any claim or action. The corporation must indemnify him or her to the extent
of his or her actual and reasonable expenses (including attorney's fees) in
connection with the claim or action.

         Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person might be
entitled under any bylaw, agreement, or otherwise. However, 1746(b) forbids
indemnification to be made in any case where the act or failure to act giving
rise to the claim is determined by a court to be willful misconduct or
recklessness. A corporation may not provide indemnification in the case of
willful misconduct or recklessness.

         The BCL, in Section 1747, also authorized corporations to purchase and
maintain insurance on behalf of a Representative, whether or not the corporation
would have the power to indemnify him or her. Such insurance is declared to be
consistent with Pennsylvania's public policy.

         Article IX, Section 1 of the Corporation's bylaws provides that a
director shall not be personally liable for monetary damages for any action
taken or failed to be taken unless the director has breached or failed to
perform the duties of his office and such breach or failure to perform
constitutes self-dealing willful misconduct or recklessness. A director's
criminal or tax liability is not limited by the foregoing provision.

         Section 2 of Article IX of the Corporation's bylaws requires the
Corporation to indemnify any director or officer who is involved in any action,
suit or proceeding, whether, civil, criminal, administrative or investigative,
unless a court determines that such director or officer's conduct constituted
willful misconduct or recklessness. However, the Corporation will indemnify a
director or officer who initiates an action only if the action was authorized by
the board of directors. The right to indemnification conferred by this bylaw
includes payment of all reasonable expenses, including attorney's fees, and any
liability and loss. The bylaws further provide that any director or officer who
is entitled to indemnification but is not paid in full by the Corporation within
forty-five (45) days after a written claim, may bring suit against the
Corporation; and if the director or officer succeeds, in whole or in part, he or
she shall be entitled to also be paid the expense of prosecuting such claim.

         The Corporation has entered into indemnification contracts with
directors and officers of the Corporation which entitle them to full
indemnification in accordance with the BCL and the Corporation's bylaws. Also,
pursuant to the indemnification contracts, the Corporation is obligated to
purchase and maintain directors and officers' liability insurance. Accordingly,
the Corporation provides insurance contracts which insure its directors and
officers, within the limits and subject to the limitations of the policies,
against certain expenses and liabilities which have
5

been incurred by, or resulted from, any actions, suits or proceedings to which
they are parties by reason of being or having been directors or officers of the
Corporation. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

         The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

         4.01     Amended and Restated Articles of Incorporation, as Amended, of
                  the Registrant (incorporated herein by reference to Exhibit
                  3.1 of the Corporation's September 30, 1994 Form 10-Q)

         4.02     Bylaws of the Registrant (incorporated herein by reference to
                  Exhibit 3.1 of the Corporation's March 31, 1991 Form 10-Q,
                  Commission File No. 1-5318, docket entry date - May 14, 1991)

         4.03     Rights Agreement dated October 25, 1990 (incorporated herein
                  by reference to Exhibit 4 of the Corporation's Form 8-K for
                  the event dated October 23, 1990, Commission File No.
                  1-5318, docket entry date - November 1, 1990)

         5.01     Opinion of Buchanan Ingersoll Professional Corporation 
                  (filed herewith)

         23.01    Consent of Arthur Andersen LLP (filed herewith)

         23.02    Consent of Buchanan Ingersoll Professional Corporation
                  (contained in opinion filed as Exhibit 5.01)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in this Registration
                           Statement or any material change to such information
                           in this Registration Statement.
6

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Unity Township, Westmoreland County, Commonwealth of
Pennsylvania, on the 26th day of April, 1999.

                                                 KENNAMETAL INC.

                                                 By: /s/ David T. Cofer
                                                    ----------------------------
                                                      Authorized Officer
                                                      Vice President, Secretary
                                                      and General Counsel

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 26, 1999.

Signature                                            Capacity
---------                                            --------

/s/ Robert L. McGeehan                               Director, President
-------------------------------                      and Chief Executive Officer
Robert L. McGeehan                                   

/s/ James R. Breisinger                              Vice President
-------------------------------                      and Chief Financial Officer
James R. Breisinger                                  

/s/ Peter B. Bartlett                                Director
-------------------------------                            
Peter B. Bartlett

/s/ Warren H. Hollinshead                            Director
-------------------------------                            
Warren H. Hollinshead

/s/ Richard C. Alberding                             Director
-------------------------------                            
Richard C. Alberding

/s/ Timothy S.  Lucas                                Director
-------------------------------                            
Timothy S. Lucas
8

Signature                                            Capacity
---------                                            --------

/s/ William R. Newlin                                Director
-------------------------------                            
William R. Newlin

/s/ Larry Yost                                       Director
-------------------------------                            
Larry Yost

/s/ A. Peter Held                                    Director
-------------------------------                            
A. Peter Held

/s/ Aloysius T. McLaughlin, Jr.                      Director
-------------------------------                            
Aloysius T. McLaughlin, Jr.

/s/ Frank P. Simpkins                                Controller
-------------------------------                            
Frank P. Simpkins
9

                                  EXHIBIT INDEX
EXHIBIT NO.                             DESCRIPTION
4.01              Amended and Restated Articles of Incorporation, as
                  Amended, of the Registrant (incorporated herein by
                  reference to Exhibit 3.1 of the Corporation's
                  September 30, 1994 Form 10-Q)

4.02              Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 of
                  the Corporation's March 31, 1991 Form 10-Q, Commission File No. 1-5318,
                  docket entry date - May 14, 1991)

4.03              Rights Agreement dated October 25, 1990 (incorporated
                  herein by reference to Exhibit 4 of the Corporation's
                  Form 8-K for the event dated October 23, 1990,
                  Commission File No. 1-5318, docket entry date -
                  November 1, 1990)

5.01              Opinion of Buchanan Ingersoll Professional Corporation (filed herewith)

23.01             Consent of Arthur Andersen LLP (filed herewith)

23.02             Consent of Buchanan Ingersoll Professional Corporation (contained in opinion
                  filed as Exhibit 5.01)