As filed with the Securities and Exchange Commission on May 25, 1994  
                                 Registration No. 33-_____________


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)

EXECUTIVE EMPLOYMENT AGREEMENT
(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) 244-4000

CALCULATION OF REGISTRATION FEE

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

           Amount to be registered:   30,476 shares

           Proposed maximum offering
           price per share*           $10.125

           Proposed maximum aggregate 
           offering price*            $308,569.50

           Amount of registration 
           fee                        $106.40

           * Calculated pursuant to Rule 457(h)(1) based upon option
           price of $10.125 per share.

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-Administration and Secretary, 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-Administration and
Secretary, 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 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 April 29, 1994, Mr. Morris owned approximately
4,046 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:

         By-law 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)      -    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(b)      -    The registration of 9% subordinated notes due June 15,
                2003 filed on Form S-2 (Registration No. 33-62728),
                effective as of June 30, 1993.

*4(c)      -    Executive Employment Agreement between Blount, Inc. and
                Robert William Van Sant, dated as of December 1, 1989,
                which was filed as Exhibit 10(u) to the Corporation's
                Annual Report on Form 10-K for the year ended February
                28, 1990 (Commission File No. 1-7002).

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

23(a)      -    Consent of Coopers & Lybrand.

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.<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 May 24,  1994.


                                      BLOUNT, INC.



                                      /s/ 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       May 25, 1994
                           and Director

/s/John M. Panettiere      President, Chief Executive
                           Officer and Director        May 23, 1994

/s/Harold E. Layman        Senior Vice President and        
                           Chief Financial Officer     May 24, 1994

/s/Rodney W. Blankenship   Controller (Principal 
                           Accounting Officer)         May 24, 1994

W. Houston Blount          Director

C. Todd Conover            Director

H. Corbin Day              Director

* Herbert J. Dickson       Director                    May 24, 1994

Alfred M. Gleason          Director

James W. Hargrove          Director

* Mary D. Nelson           Director                    May 24, 1994

* Oscar J. Reak            Director                    May 25, 1994

* Arthur P. Ronan          Director                    May 24, 1994

* Joab L. Thomas           Director                    May 24, 1994

*By  /s/ L. Daniel Morris, Jr.
     Attorney-in-Fact      

<PAGE>
INDEX TO EXHIBITS




Exhibit Number             Description

*4(a)      -    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(b)      -    The registration of 9% subordinated notes due June 15,
                1993 filed on Form S-2 (Registration No. 33-62728)
                effective June 30, 1993.

*4(c)      -    Executive Employment Agreement between Blount, Inc. and
                William Van Sant, dated as of December 1, 1989, which
                was filed as Exhibit 10(u) to the Corporation's Annual
                Report on Form 10-K for the year ended February 28,
                1990 (Commission File No. 1-7002).

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

23(a)      -    Consent of Coopers & Lybrand.

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>
                                                                    EXHIBIT 5
                                            May 25, 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 May 25, 1994,
relating to the registration of 30,476 shares of Class A Common Stock
of Blount (the "Shares") in connection with a certain option to
purchase the Shares granted pursuant to that certain Executive
Employment Agreement between Blount and Robert William Van Sant,
effective as of December 1, 1989 (the "Employment Agreement").  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 Employment Agreement, 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.
                           Vice President - Legal Services<PAGE>
                                                                EXHIBIT 23(a)


                     CONSENT OF INDEPENDENT ACCOUNTANTS



     We consent to the incorporation by reference in this registration
statement of Blount, Inc. and Subsidiaries on Form S-8 of our report
dated April 12, 1994, 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 report
was included in the Annual Report on Form 10-K.



                           /s/ Coopers & Lybrand




Atlanta, Georgia 
May 24, 1994

<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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 25th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 25th day of May, 1994.




                                 /s/Oscar J. Reak <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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 1994.



                                                                       
                                                                       
                                 /s/Arthur P. Ronan<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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 1994.




                           /s/Joab L. Thomas
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38454}]
{"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": "033-53823", "film-number": "94530781"}, "business-address": {"street1": "4520 EXECUTIVE PK DR", "city": "MONTGOMERY", "state": "AL", "zip": "36116", "phone": "2052444000"}}
As filed with the Securities and Exchange Commission on May 25, 1994  
                                 Registration No. 33-_____________

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)

EXECUTIVE EMPLOYMENT AGREEMENT
(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) 244-4000

CALCULATION OF REGISTRATION FEE

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

           Amount to be registered:   30,476 shares

           Proposed maximum offering
           price per share*           $10.125

           Proposed maximum aggregate 
           offering price*            $308,569.50

           Amount of registration 
           fee                        $106.40

           * Calculated pursuant to Rule 457(h)(1) based upon option
           price of $10.125 per share.

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-Administration and Secretary, 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-Administration and
Secretary, 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 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 April 29, 1994, Mr. Morris owned approximately
4,046 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:

         By-law 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)      -    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(b)      -    The registration of 9% subordinated notes due June 15,
                2003 filed on Form S-2 (Registration No. 33-62728),
                effective as of June 30, 1993.

*4(c)      -    Executive Employment Agreement between Blount, Inc. and
                Robert William Van Sant, dated as of December 1, 1989,
                which was filed as Exhibit 10(u) to the Corporation's
                Annual Report on Form 10-K for the year ended February
                28, 1990 (Commission File No. 1-7002).

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

23(a)      -    Consent of Coopers & Lybrand.

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 May 24,  1994.

                                      BLOUNT, INC.

                                      /s/ 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       May 25, 1994
                           and Director

/s/John M. Panettiere      President, Chief Executive
                           Officer and Director        May 23, 1994

/s/Harold E. Layman        Senior Vice President and        
                           Chief Financial Officer     May 24, 1994

/s/Rodney W. Blankenship   Controller (Principal 
                           Accounting Officer)         May 24, 1994

W. Houston Blount          Director

C. Todd Conover            Director

H. Corbin Day              Director

* Herbert J. Dickson       Director                    May 24, 1994

Alfred M. Gleason          Director

James W. Hargrove          Director

* Mary D. Nelson           Director                    May 24, 1994

* Oscar J. Reak            Director                    May 25, 1994

* Arthur P. Ronan          Director                    May 24, 1994

* Joab L. Thomas           Director                    May 24, 1994

*By  /s/ L. Daniel Morris, Jr.
     Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit Number             Description

*4(a)      -    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(b)      -    The registration of 9% subordinated notes due June 15,
                1993 filed on Form S-2 (Registration No. 33-62728)
                effective June 30, 1993.

*4(c)      -    Executive Employment Agreement between Blount, Inc. and
                William Van Sant, dated as of December 1, 1989, which
                was filed as Exhibit 10(u) to the Corporation's Annual
                Report on Form 10-K for the year ended February 28,
                1990 (Commission File No. 1-7002).

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

23(a)      -    Consent of Coopers & Lybrand.

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.
EXHIBIT 5
                                            May 25, 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 May 25, 1994,
relating to the registration of 30,476 shares of Class A Common Stock
of Blount (the "Shares") in connection with a certain option to
purchase the Shares granted pursuant to that certain Executive
Employment Agreement between Blount and Robert William Van Sant,
effective as of December 1, 1989 (the "Employment Agreement").  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 Employment Agreement, 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.
                           Vice President - Legal Services
EXHIBIT 23(a)

                     CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this registration
statement of Blount, Inc. and Subsidiaries on Form S-8 of our report
dated April 12, 1994, 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 report
was included in the Annual Report on Form 10-K.

                           /s/ Coopers & Lybrand

Atlanta, Georgia 
May 24, 1994
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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 25th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 25th day of May, 1994.

                                 /s/Oscar J. Reak
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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 1994.

                                                                       
                                                                       
                                 /s/Arthur P. Ronan
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 executive
employment agreement between the Company and Robert William Van Sant
(the "Employment Agreement"); (2) execute any and all other documents,
papers and forms reasonably necessary to the registration and listing
of shares of the Class A Common Stock of the Company pursuant to the
Employment Agreement; and (3) perform all other acts which, in the
discretion of D. Joseph McInnes 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 Employment Agreement.

               Dated as of this 24th day of May, 1994.

                           /s/Joab L. Thomas