As filed with the Securities and Exchange Commission on December 9,
1994

Registration No. _______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware
(State or other jurisdiction of incorporation or organization)         

63-059390
(I.R.S. Employer Identification No.)

4520 Executive Park Drive
Montgomery, Alabama 36116-1602
(Address of Principal Executive Offices)


1994 BLOUNT EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)

D. JOSEPH McINNES
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama  36116-1602
(Name and address of agent for service)

(205) 244-4000
(Telephone number, including area code, of agent for service)

with a copy to:

L. DANIEL MORRIS, JR.
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama  36116-1602
(205) 244-4341


CALCULATION OF REGISTRATION FEE

     Title of securities to be registered:       Class A Common Stock
                                                 $1.00 par value

     Amount to be registered:                    400,000 shares

     Proposed maximum offering 
     price per share (1):                        $28.50 or $43.625
      
     Proposed maximum aggregate 
     offering price (1):                         $12,030,213

     Amount of registration fee:                 $4,148.35


     (1) Estimated pursuant to Rule 457(h)(1) solely for the purpose 
         of calculating the registration fee and based for shares
         subject to options already granted (358,333) on the exercise 
         price thereof and for the remaining shares (41,667) upon the 
         average of the high and low prices of the Class A Common 
         Stock of Blount, Inc. reported on December 7, 1994 on the
         American Stock Exchange.


REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION


      The documents incorporated by reference in Item 3 of Part II of
the Registration Statement (not including exhibits to the information
that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates) are incorporated by reference
into the Section 10(a) Prospectus and are available, without charge,
to the participants upon written or oral request to D. Joseph McInnes,
Senior Vice President, Blount, Inc., 4520 Executive Park Drive,
Montgomery, Alabama 36116-1602 (telephone number (205) 244-4000).  The
documents containing the information requested by Part I of Form S-8,
Blount, Inc.'s latest Annual Report on Form 10-K and all reports,
proxy statements and other communications distributed generally to the
security holders of Blount, Inc. are available, without charge, to
participants upon written or oral request to D. Joseph McInnes, Senior
Vice President, Blount, Inc., 4520 Executive Park Drive, Montgomery,
Alabama 36116-1602 (telephone number (205) 244-4000).



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

       The following documents filed by Blount, Inc. (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference as of their
respective dates:

       (1)        The Corporation's Annual Report on Form 10-K for the
year ended February 28, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"); and

       (2)        The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended May 31, 1994 and August 31, 1994; and

       (3)        The description of the Corporation's common stock
appearing in the Corporation's Registration Statement on Form 8-B
which was filed with the Commission on July 19, 1972 and which became
effective on October 13, 1972 as updated by the Corporation's Current
Report on Form 8-K for June 1976, filed with the Commission on July
19, 1976, and as further updated by the Corporation's Registration
Statement on Form 8-A, which was filed with the Commission on June 23,
1983.

       All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering of the Class A
Common Stock offered hereby, shall be deemed to be incorporated by
reference and to be a part of the Prospectus from the date of the
filing of such document.  Any statement contained in a document
incorporated by reference herein or contained herein shall be deemed
to be modified or superseded to the extent that a statement herein or
in a document subsequently incorporated by reference herein shall
modify or supersede such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.


Item 5.     Interests of Named Experts and Counsel.

       The legality of the securities offered hereunder has been
passed upon by L. Daniel Morris, Jr., Esq., Counsel to the
Corporation.  As of October 31, 1994, Mr. Morris owned approximately
4,133 shares of Class A Common Stock and 176 shares of Class B Common
Stock of the Corporation, and $25,000 of the Corporation's 9%
Subordinated Notes due June 15, 2003.


Item 6.     Indemnification of Directors and Officers.

           (a)        As permitted by Section 145 of the Delaware
Corporation Law, Paragraph NINTH of the Restated Certificate of
Incorporation and Article VI of the Bylaws of the Corporation provide
for indemnification of directors, officers and employees in certain
instances.  Paragraph NINTH of the Restated Certificate of
Incorporation provides as follows:

       NINTH:  A.  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit.  If the General
Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as
so amended.  Any repeal or modification of this Article NINTH by the
stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.

            B.    (1)   Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she or
a person of whom he or she is the legal representative is or was a
director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended (but,
in case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however,
that except as provided in paragraph (2) of this Section B with
respect to proceedings seeking to enforce rights to indemnification,
the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Section B shall be a contract right
and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the General Corporation Law of
the State of Delaware requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified under this Section B or otherwise.

                  (2)   If a claim under paragraph (1) of this Section
B is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct
which make it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for
the amount claimed, but the burden of providing such defense shall be
on the Corporation.  Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.

                  (3)   The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section B shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Restated Certificate of Incorporation,
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

                  (4)   The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

                  (5)   The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Corporation the
expenses, incurred in defending any proceeding in advance of its final
disposition, to any agent of the Corporation to the fullest extent of
the provisions of this Section B with respect to the indemnification
and advancement of expenses of directors, officers and employees of
the Corporation.

       (b)        Article VI of the Bylaws provides as follows:

       Bylaw Article VI.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES:

       Section 1.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

       Section 2.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.

       Section 3.  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2, or in defense of any claim, issue or matter therein,
or to the extent that a director, officer, employee or agent of the
Corporation meets the standards of conduct set forth in Sections 1 or
2, he shall be indemnified against expenses (including attorneys'
fees) and, if permitted by such sections, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection therewith.

       Section 4.  Any indemnification under Sections 1 and 2 (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2.  Such determination shall be
made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.

       Section 5.  Unless the Board of Directors specifically orders
otherwise, expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized
in this Article VI.

       Section 6.  The indemnification and advancement of expenses
provided by or granted pursuant to the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office.  The indemnification provided by this Article VI shall
not be exclusive of any powers, rights, agreements or undertakings
which may be legally permissible or authorized by or under any
applicable law but, notwithstanding any other provision of this
Article VI, the indemnification authorized and provided by this
Article VI shall be applicable only to the extent that such
indemnification shall not duplicate indemnity or reimbursement which
such person has received or shall receive otherwise than under this
Article VI.

       Section 7.  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of such a person.

       Section 8.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of
this Article VI or otherwise.

       (c)        In addition to the foregoing provisions of the By-
laws of the Corporation, directors, officers, employees and agents of
the Corporation may be indemnified by the Corporation pursuant to the
provisions of Section 145 of the General Corporation Law of the State
of Delaware.

       (d)        In addition, the Corporation maintains directors'
and officers' liability insurance.



Item 8.     Exhibits.

       The following exhibits are filed as part of the Registration
Statement:

Exhibit Number          Description

   *4(a) . . . . . .    1994 Blount Executive Stock Option Plan, which
                        was filed as Exhibit A to the Corporation's
                        Proxy Statement relating to the Annual Meeting
                        of Stockholders held June 27, 1994 (Commission
                        File No. 1-7002).

   *4(b) . . . . . .    The Restated Certificate of Incorporation of
                        Blount, Inc., which was filed as Exhibit 3(a)
                        to the Corporation's Annual Report on Form 10-
                        K for the year ended February 28, 1990
                        (Commission File No. 1-7002).

   *4(c) . . . . . .    The registration of 9% subordinated notes due
                        June 2003 filed on Form S-2 (Registration
                        No. 33-62728), effective as of June 30, 1994.

   5 . . . . . . . .    Opinion of L. Daniel Morris, Jr., Esq. as to
                        the legality of the securities being offered.

   23(a) . . . . . .    Consent of Coopers & Lybrand L.L.P.

   23(b) . . . . . .    Consent of L. Daniel Morris, Jr., Esq. is
                        contained in his opinion filed as Exhibit 5 to
                        this Registration Statement.

   24. . . . . . . .    Powers of Attorney.



*  Incorporated by reference.


<PAGE>
Item 9.     Undertakings

       (a)        The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration
statement:

                  (i)     To include any prospectus required by
                          Section 10(a)(3) of the Securities Act
                          of 1933;

                  (ii)    To reflect in the prospectus any facts
                          or events arising after the effective
                          date of the registration statement (or
                          the most recent post-effective
                          amendment thereof) which, individually
                          or in the aggregate, represent a
                          fundamental change in the information
                          set forth in the registration
                          statement;

                  (iii)   To include any material information
                          with respect to the plan of
                          distribution not previously disclosed
                          in the registration statement or any
                          material change to such information in
                          the registration statement:

            Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S- 3
or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, 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 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 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 Act and will be
governed by the final adjudication of such issue.


<PAGE>
                                  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 the City of Montgomery,
State of Alabama on December 8,  1994.


                                    BLOUNT, INC.


                                    /s/ Harold E. Layman
                                    Harold E. Layman
                                    Senior Vice President and Chief
                                    Financial Officer


            Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.


       Signature                  Title                   Date

*Winton M. Blount           Chairman of the Board    December 9, 1994
                            and Director


/s/ John M. Panettiere      President, Chief         December 8, 1994
                            Executive Officer 
                            and Director


/s/ Harold E. Layman        Senior Vice President    December 8, 1994
                            and Chief Financial
                            Officer


/s/ Rodney W. Blankenship   Controller (Principal    December 8, 1994
                            Accounting Officer)


W. Houston Blount           Director                 


*R. Eugene Cartledge        Director                 December 9, 1994


C. Todd Conover             Director                 



*H. Corbin Day              Director                 December 9, 1994
             

*Herbert J. Dickson         Director                 December 9, 1994


*Alfred M. Gleason          Director                 December 9, 1994


*James W. Hargrove          Director                 December 9, 1994


*Mary D. Nelson             Director                 December 9, 1994


*Arthur P. Ronan            Director                 December 9, 1994


Joab L. Thomas              Director                 


*By /s/ L. Daniel Morris, Jr.                        December 9, 1994
    L. Daniel Morris, Jr.
    Attorney-in-Fact
<PAGE>
                                                             EXHIBIT 5


                              December 9, 1994





Board of Directors
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602

Ladies and Gentlemen:

            In my capacity as Counsel to Blount, Inc., a Delaware
corporation ("Blount"), I have examined the Registration Statement on
Form S-8 (the "Registration Statement"), in form as proposed to be
filed by Blount with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on December 8,
1994, relating to the registration of 400,000 shares of Class A Common
Stock of Blount (the "Shares") in connection with certain options to
purchase the Shares granted pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan").  In this connection, I
have examined such corporate records, documents and proceedings and
such applicable laws as I have deemed relevant and necessary as a
basis for the opinions expressed herein.

            Upon the basis of the foregoing, I am of the opinion that
the Shares to be offered under the Registration Statement, to the
extent actually issued pursuant to the Stock Option Plan, will have
been duly and legally authorized and issued and will be fully paid and
nonassessable.

            I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement and the use of my name therein and in any Prospectus
constituting any part thereof.

                                Yours very truly,


                                /s/ L. Daniel Morris, Jr.
                                L. Daniel Morris, Jr.
                                Vice President, Legal Services
<PAGE>
                                                         EXHIBIT 23(a)


                      CONSENT OF INDEPENDENT ACCOUNTANTS



            We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated April 12,
1994, which includes an explanatory paragraph that describes the
changes in method of accounting for postemployment benefits other than
pensions and income taxes in 1992, on our audits of the consolidated
financial statements and financial statement schedules of Blount Inc.
and subsidiaries as of the last day of February 1994 and 1993, and for
each of the three years in the period ended February 28, 1994, which
reports are included in Blount, Inc.'s Annual Report on Form 10-K.  



                                          /s/ Coopers & Lybrand L.L.P.






December 9, 1994
Atlanta, Georgia
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                 


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 5th day of December, 1994.


                                             /s/ Winton M. Blount
<PAGE>                                   
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 2nd day of December, 1994.



                                             /s/ John M. Panettiere



<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.




                                             /s/ R. Eugene Cartledge
<PAGE>
                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 7th day of December, 1994.




                                             /s/ H. Corbin Day
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.




                                             /s/ Herbert J. Dickson
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 7th day of December, 1994.




                                             /s/ Alfred M. Gleason
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  (Directors)


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.




                                             /s/ James W. Hargrove
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 5th day of December, 1994.




                                             /s/ Mary D. Nelson
<PAGE>
                                                            EXHIBIT 24


                               POWER OF ATTORNEY
                                  


            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.




                                             /s/ Arthur P. Ronan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 42624}]
{"company-data": {"conformed-name": "BLOUNT INC", "cik": "0000012707", "assigned-sic": "1540", "irs-number": "630593908", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56801", "film-number": "94564200"}, "business-address": {"street1": "4520 EXECUTIVE PK DR", "city": "MONTGOMERY", "state": "AL", "zip": "36116", "phone": "2052444000"}}
As filed with the Securities and Exchange Commission on December 9,
1994

Registration No. _______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware
(State or other jurisdiction of incorporation or organization)         

63-059390
(I.R.S. Employer Identification No.)

4520 Executive Park Drive
Montgomery, Alabama 36116-1602
(Address of Principal Executive Offices)

1994 BLOUNT EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)

D. JOSEPH McINNES
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama  36116-1602
(Name and address of agent for service)

(205) 244-4000
(Telephone number, including area code, of agent for service)

with a copy to:

L. DANIEL MORRIS, JR.
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama  36116-1602
(205) 244-4341

CALCULATION OF REGISTRATION FEE

     Title of securities to be registered:       Class A Common Stock
                                                 $1.00 par value

     Amount to be registered:                    400,000 shares

     Proposed maximum offering 
     price per share (1):                        $28.50 or $43.625
      
     Proposed maximum aggregate 
     offering price (1):                         $12,030,213

     Amount of registration fee:                 $4,148.35

     (1) Estimated pursuant to Rule 457(h)(1) solely for the purpose 
         of calculating the registration fee and based for shares
         subject to options already granted (358,333) on the exercise 
         price thereof and for the remaining shares (41,667) upon the 
         average of the high and low prices of the Class A Common 
         Stock of Blount, Inc. reported on December 7, 1994 on the
         American Stock Exchange.

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The documents incorporated by reference in Item 3 of Part II of
the Registration Statement (not including exhibits to the information
that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates) are incorporated by reference
into the Section 10(a) Prospectus and are available, without charge,
to the participants upon written or oral request to D. Joseph McInnes,
Senior Vice President, Blount, Inc., 4520 Executive Park Drive,
Montgomery, Alabama 36116-1602 (telephone number (205) 244-4000).  The
documents containing the information requested by Part I of Form S-8,
Blount, Inc.'s latest Annual Report on Form 10-K and all reports,
proxy statements and other communications distributed generally to the
security holders of Blount, Inc. are available, without charge, to
participants upon written or oral request to D. Joseph McInnes, Senior
Vice President, Blount, Inc., 4520 Executive Park Drive, Montgomery,
Alabama 36116-1602 (telephone number (205) 244-4000).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

       The following documents filed by Blount, Inc. (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference as of their
respective dates:

       (1)        The Corporation's Annual Report on Form 10-K for the
year ended February 28, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"); and

       (2)        The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended May 31, 1994 and August 31, 1994; and

       (3)        The description of the Corporation's common stock
appearing in the Corporation's Registration Statement on Form 8-B
which was filed with the Commission on July 19, 1972 and which became
effective on October 13, 1972 as updated by the Corporation's Current
Report on Form 8-K for June 1976, filed with the Commission on July
19, 1976, and as further updated by the Corporation's Registration
Statement on Form 8-A, which was filed with the Commission on June 23,
1983.

       All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering of the Class A
Common Stock offered hereby, shall be deemed to be incorporated by
reference and to be a part of the Prospectus from the date of the
filing of such document.  Any statement contained in a document
incorporated by reference herein or contained herein shall be deemed
to be modified or superseded to the extent that a statement herein or
in a document subsequently incorporated by reference herein shall
modify or supersede such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

Item 5.     Interests of Named Experts and Counsel.

       The legality of the securities offered hereunder has been
passed upon by L. Daniel Morris, Jr., Esq., Counsel to the
Corporation.  As of October 31, 1994, Mr. Morris owned approximately
4,133 shares of Class A Common Stock and 176 shares of Class B Common
Stock of the Corporation, and $25,000 of the Corporation's 9%
Subordinated Notes due June 15, 2003.

Item 6.     Indemnification of Directors and Officers.

           (a)        As permitted by Section 145 of the Delaware
Corporation Law, Paragraph NINTH of the Restated Certificate of
Incorporation and Article VI of the Bylaws of the Corporation provide
for indemnification of directors, officers and employees in certain
instances.  Paragraph NINTH of the Restated Certificate of
Incorporation provides as follows:

       NINTH:  A.  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit.  If the General
Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as
so amended.  Any repeal or modification of this Article NINTH by the
stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.

            B.    (1)   Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she or
a person of whom he or she is the legal representative is or was a
director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended (but,
in case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however,
that except as provided in paragraph (2) of this Section B with
respect to proceedings seeking to enforce rights to indemnification,
the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Section B shall be a contract right
and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the General Corporation Law of
the State of Delaware requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified under this Section B or otherwise.

                  (2)   If a claim under paragraph (1) of this Section
B is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct
which make it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for
the amount claimed, but the burden of providing such defense shall be
on the Corporation.  Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.

                  (3)   The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section B shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Restated Certificate of Incorporation,
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

                  (4)   The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

                  (5)   The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Corporation the
expenses, incurred in defending any proceeding in advance of its final
disposition, to any agent of the Corporation to the fullest extent of
the provisions of this Section B with respect to the indemnification
and advancement of expenses of directors, officers and employees of
the Corporation.

       (b)        Article VI of the Bylaws provides as follows:

       Bylaw Article VI.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES:

       Section 1.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

       Section 2.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.

       Section 3.  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2, or in defense of any claim, issue or matter therein,
or to the extent that a director, officer, employee or agent of the
Corporation meets the standards of conduct set forth in Sections 1 or
2, he shall be indemnified against expenses (including attorneys'
fees) and, if permitted by such sections, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection therewith.

       Section 4.  Any indemnification under Sections 1 and 2 (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2.  Such determination shall be
made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.

       Section 5.  Unless the Board of Directors specifically orders
otherwise, expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized
in this Article VI.

       Section 6.  The indemnification and advancement of expenses
provided by or granted pursuant to the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office.  The indemnification provided by this Article VI shall
not be exclusive of any powers, rights, agreements or undertakings
which may be legally permissible or authorized by or under any
applicable law but, notwithstanding any other provision of this
Article VI, the indemnification authorized and provided by this
Article VI shall be applicable only to the extent that such
indemnification shall not duplicate indemnity or reimbursement which
such person has received or shall receive otherwise than under this
Article VI.

       Section 7.  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of such a person.

       Section 8.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of
this Article VI or otherwise.

       (c)        In addition to the foregoing provisions of the By-
laws of the Corporation, directors, officers, employees and agents of
the Corporation may be indemnified by the Corporation pursuant to the
provisions of Section 145 of the General Corporation Law of the State
of Delaware.

       (d)        In addition, the Corporation maintains directors'
and officers' liability insurance.

Item 8.     Exhibits.

       The following exhibits are filed as part of the Registration
Statement:

Exhibit Number          Description

   *4(a) . . . . . .    1994 Blount Executive Stock Option Plan, which
                        was filed as Exhibit A to the Corporation's
                        Proxy Statement relating to the Annual Meeting
                        of Stockholders held June 27, 1994 (Commission
                        File No. 1-7002).

   *4(b) . . . . . .    The Restated Certificate of Incorporation of
                        Blount, Inc., which was filed as Exhibit 3(a)
                        to the Corporation's Annual Report on Form 10-
                        K for the year ended February 28, 1990
                        (Commission File No. 1-7002).

   *4(c) . . . . . .    The registration of 9% subordinated notes due
                        June 2003 filed on Form S-2 (Registration
                        No. 33-62728), effective as of June 30, 1994.

   5 . . . . . . . .    Opinion of L. Daniel Morris, Jr., Esq. as to
                        the legality of the securities being offered.

   23(a) . . . . . .    Consent of Coopers & Lybrand L.L.P.

   23(b) . . . . . .    Consent of L. Daniel Morris, Jr., Esq. is
                        contained in his opinion filed as Exhibit 5 to
                        this Registration Statement.

   24. . . . . . . .    Powers of Attorney.

*  Incorporated by reference.
Item 9.     Undertakings

       (a)        The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration
statement:

                  (i)     To include any prospectus required by
                          Section 10(a)(3) of the Securities Act
                          of 1933;

                  (ii)    To reflect in the prospectus any facts
                          or events arising after the effective
                          date of the registration statement (or
                          the most recent post-effective
                          amendment thereof) which, individually
                          or in the aggregate, represent a
                          fundamental change in the information
                          set forth in the registration
                          statement;

                  (iii)   To include any material information
                          with respect to the plan of
                          distribution not previously disclosed
                          in the registration statement or any
                          material change to such information in
                          the registration statement:

            Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S- 3
or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, 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 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 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 Act and will be
governed by the final adjudication of such issue.
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 the City of Montgomery,
State of Alabama on December 8,  1994.

                                    BLOUNT, INC.

                                    /s/ Harold E. Layman
                                    Harold E. Layman
                                    Senior Vice President and Chief
                                    Financial Officer

            Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

       Signature                  Title                   Date

*Winton M. Blount           Chairman of the Board    December 9, 1994
                            and Director

/s/ John M. Panettiere      President, Chief         December 8, 1994
                            Executive Officer 
                            and Director

/s/ Harold E. Layman        Senior Vice President    December 8, 1994
                            and Chief Financial
                            Officer

/s/ Rodney W. Blankenship   Controller (Principal    December 8, 1994
                            Accounting Officer)

W. Houston Blount           Director                 

*R. Eugene Cartledge        Director                 December 9, 1994

C. Todd Conover             Director                 

*H. Corbin Day              Director                 December 9, 1994
             

*Herbert J. Dickson         Director                 December 9, 1994

*Alfred M. Gleason          Director                 December 9, 1994

*James W. Hargrove          Director                 December 9, 1994

*Mary D. Nelson             Director                 December 9, 1994

*Arthur P. Ronan            Director                 December 9, 1994

Joab L. Thomas              Director                 

*By /s/ L. Daniel Morris, Jr.                        December 9, 1994
    L. Daniel Morris, Jr.
    Attorney-in-Fact
EXHIBIT 5

                              December 9, 1994

Board of Directors
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602

Ladies and Gentlemen:

            In my capacity as Counsel to Blount, Inc., a Delaware
corporation ("Blount"), I have examined the Registration Statement on
Form S-8 (the "Registration Statement"), in form as proposed to be
filed by Blount with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on December 8,
1994, relating to the registration of 400,000 shares of Class A Common
Stock of Blount (the "Shares") in connection with certain options to
purchase the Shares granted pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan").  In this connection, I
have examined such corporate records, documents and proceedings and
such applicable laws as I have deemed relevant and necessary as a
basis for the opinions expressed herein.

            Upon the basis of the foregoing, I am of the opinion that
the Shares to be offered under the Registration Statement, to the
extent actually issued pursuant to the Stock Option Plan, will have
been duly and legally authorized and issued and will be fully paid and
nonassessable.

            I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement and the use of my name therein and in any Prospectus
constituting any part thereof.

                                Yours very truly,

                                /s/ L. Daniel Morris, Jr.
                                L. Daniel Morris, Jr.
                                Vice President, Legal Services
EXHIBIT 23(a)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

            We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated April 12,
1994, which includes an explanatory paragraph that describes the
changes in method of accounting for postemployment benefits other than
pensions and income taxes in 1992, on our audits of the consolidated
financial statements and financial statement schedules of Blount Inc.
and subsidiaries as of the last day of February 1994 and 1993, and for
each of the three years in the period ended February 28, 1994, which
reports are included in Blount, Inc.'s Annual Report on Form 10-K.  

                                          /s/ Coopers & Lybrand L.L.P.

December 9, 1994
Atlanta, Georgia
EXHIBIT 24

                               POWER OF ATTORNEY
                                 

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 5th day of December, 1994.

                                             /s/ Winton M. Blount
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 2nd day of December, 1994.

                                             /s/ John M. Panettiere
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.

                                             /s/ R. Eugene Cartledge
POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 7th day of December, 1994.

                                             /s/ H. Corbin Day
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.

                                             /s/ Herbert J. Dickson
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 7th day of December, 1994.

                                             /s/ Alfred M. Gleason
EXHIBIT 24

                               POWER OF ATTORNEY
                                  (Directors)

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.

                                             /s/ James W. Hargrove
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 5th day of December, 1994.

                                             /s/ Mary D. Nelson
EXHIBIT 24

                               POWER OF ATTORNEY
                                  

            The undersigned director of Blount, Inc. (the "Company")
hereby makes, constitutes and appoints D. Joseph McInnes and L. Daniel
Morris, Jr., and each of them, the true and lawful attorney- in-fact
and agent to the undersigned to:  (1) execute in the name and on
behalf of the Company and the undersigned a Registration Statement and
any amendment or amendments thereto relating to the sale of Class A
Common Stock of the Company pursuant to the 1994 Blount Executive
Stock Option Plan (the "Stock Option Plan"); (2) execute any and all
other documents, papers and/or forms reasonably necessary to the
registration and/or listing of shares of the Class A Common Stock of
the Company pursuant to the Stock Option Plan; and (3) perform all
other acts which, in the discretion of D. Joseph McInnes and/or L.
Daniel Morris, Jr., may be deemed reasonably necessary or appropriate
to carry out and accomplish the registration of shares of Class A
Common Stock of the Company pursuant to the Stock Option Plan.

            Dated as of this 6th day of December, 1994.

                                             /s/ Arthur P. Ronan