As filed with the Securities and Exchange Commission on July 16, 2001.
                                                  Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                                   KADANT INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

DELAWARE                                                              52-1762325
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)


                                245 Winter Street
                          Waltham, Massachusetts 02451
               (Address of Principal Executive Offices) (Zip Code)

                              EQUITY INCENTIVE PLAN

                            (Full Title of the Plan)

                          Sandra L. Lambert, Secretary
                                   Kadant Inc.
                                245 Winter Street
                          Waltham, Massachusetts 02451
                     (Name and Address of Agent for Service)

                                 (781) 370-1650
          (Telephone Number, Including Area Code, of Agent For Service)


<PAGE>

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                      <C>                 <C>                 <C>                    <C>

                                                                 Proposed
                                           Proposed               Maximum                Amount
 Title of                 Amount              Maximum              Aggregate                of
  securities               to be         Offering Price          Offering            Registration
to be registered         registered        Per Share               Price                  Fee
-----------------        ----------      --------------          ----------          ------------

Common Stock,            1,600,000        $15.005(1)             $24,008,000           $6,002
$0.01 par value            shares                                     (1)
per share

</TABLE>



     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Kadant's
common  stock as may be  issuable  in  connection  with  adjustments  under  the
employee  benefit plan described  herein to reflect  certain changes in Kadant's
capital structure, including stock dividends or stock splits.

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee in  accordance  with Rule 457(h) under the  Securities  Act of
1933. The calculation of the proposed maximum aggregate  offering price has been
based upon (1) the  registration  hereunder of an aggregate of 1,600,000  shares
and (2) the  average  of the high  and low  sales  prices,  $16.50  and  $13.51,
respectively,  of Kadant's  common stock on the American  Stock Exchange on July
13, 2001 as reported in the consolidated transaction reporting system.



<PAGE>


                                EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 in order to register  additional  securities of the same class as other
securities  for which a  registration  statement  relating  to  Kadant's  Equity
Incentive Plan is effective.  All share numbers in this  Registration  Statement
reflect a one for five reverse stock split effected on July 12, 2001.

     On September 7, 1994,  Kadant (under its former name, Thermo Fibertek Inc.)
filed a registration  statement on Form S-8 (Reg.  No.  33-83718) to register an
aggregate  of 200,000  shares of Common Stock  reserved  for issuance  under the
Equity  Incentive  Plan (as  subsequently  adjusted  by stock  splits to 450,000
shares).  The  filing of this  Registration  Statement  increases  the number of
shares registered for issuance under the Equity Incentive Plan by 1,600,000. The
contents of the previously filed  registration  statement relating to the Equity
Incentive Plan are  incorporated  herein by reference  except for the items that
are set forth below.  Pursuant to  Instruction  E, this  Registration  Statement
contains such information required by Form S-8 that is not otherwise included in
the previous registration statement.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  required by Part I is included in documents sent or given
to the participants in the plan registered  hereunder pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Kadant is  subject  to the  informational  and  reporting  requirements  of
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, and in accordance  therewith files reports,  proxy statements and other
information  with  the  Securities  and  Exchange   Commission.   The  following
documents,  which  are on file with the  Commission,  are  incorporated  in this
Registration Statement by reference:

     (a)  Kadant's Annual Report on Form 10-K for the fiscal year ended December
          30, 2000 (filed under Kadant's former name, Thermo Fibertek Inc.).
<PAGE>

     (b)  Kadant's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2001 (filed under Kadant's former name, Thermo Fibertek Inc.).

     (c)  Kadant's  Current Report on Form 8-K filed with the Commission on June
          19, 2001 (filed under Kadant's former name, Thermo Fibertek Inc.).

     (d)  Kadant's  Current Report on Form 8-K filed with the Commission on July
          12, 2001.

     (e)  The  description  of the common  stock which is  contained in Kadant's
          Registration  Statement on Form 8-A filed under the  Exchange  Act, as
          such description may be amended from time to time.

     All reports or proxy statements filed by Kadant pursuant to Sections 13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that  indicates  that all  securities  offered  herein  have been sold,  or that
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The  validity of the common  stock  offered  hereby has been passed upon by
John A. Piccione,  Esq.,  Deputy General  Counsel of Kadant.  Mr.  Piccione is a
full-time  employee  of Thermo  Electron  and owns or has the  right to  acquire
57,933 shares of the common stock of Thermo Electron.

Item 6. Indemnification of Directors and Officers.

     The  Delaware   General   Corporation  Law  and  Kadant's   Certificate  of
Incorporation  and By-Laws  limit the monetary  liability of directors to Kadant
and to its stockholders and provide for indemnification of Kadant's officers and
directors for liabilities  and expenses that they may incur in such  capacities.
In general, officers and directors are indemnified with respect to actions taken
in good faith in a manner  reasonably  believed to be in, or not opposed to, the
best interests of Kadant and, with respect to any criminal action or proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Kadant also has indemnification  agreements with its directors and officers that
provide for the maximum indemnification allowed by law.
<PAGE>

     Thermo  Electron has an insurance  policy which  insures the  directors and
officers of Thermo  Electron and its  subsidiaries,  including  Kadant,  against
certain  liabilities  which might be incurred in connection with the performance
of their duties.

Item 7. Exemption from Registration Claimed.

     Not  Applicable.

Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

          (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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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 information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by Kadant  pursuant to Section 13 or Section 15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.
<PAGE>

     (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
Kadant's  annual  report  pursuant to Section  13(a) or 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
Kadant  pursuant to the  foregoing  provisions,  or  otherwise,  Kadant 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 Kadant of expenses incurred or paid
by a director, officer or controlling person of Kadant in the successful defense
of any action,  suit or  proceeding)  is asserted by such  director,  officer or
controlling  person in connection with the securities being  registered,  Kadant
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,  Kadant
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 Waltham, Commonwealth of Massachusetts,  on this 16th
day of July, 2001.

                                   KADANT INC.


                                   By:  /s/ William A. Rainville
                                        -----------------------------------
                                        William A. Rainville
                                   Its: President, Chief Executive Officer
                                        and Director


                                POWER OF ATTORNEY

     Each of the  undersigned  Directors  and  Officers  of Kadant  Inc.  hereby
appoints William A. Rainville, Sandra L. Lambert and Theo Melas-Kyriazi and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
<S>                                 <C>                                    <C>

            Signature                             Title                        Date

                                      President, Chief Executive
                                      Officer and Director
/s/ William A. Rainville              (Principal Executive Officer)       July 16, 2001
----------------------------------
William A. Rainville

                                      Vice President and Chief
                                      Financial Officer (Principal
                                      Financial and Accounting
/s/ Theo Melas-Kyriazi                Officer)                            July 16, 2001
----------------------------------
Theo Melas-Kyriazi

/s/ John M. Albertine                 Director                            July 16, 2001
----------------------------------
John M. Albertine

/s/ Francis L. McKone                 Director                            July 16, 2001
----------------------------------
Francis L. McKone

/s/ Donald E. Noble                   Director                            July 16, 2001
----------------------------------
Donald E. Noble

/s/ Richard F. Syron                  Director                            July 16, 2001
----------------------------------
Richard F. Syron

</TABLE>
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description


5                 Opinion of John A. Piccione, Esq. regarding
                  legality.

23.1              Consent of Arthur Andersen LLP

23.2              Consent of John A. Piccione, Esq.
                  (contained in his opinion filed as Exhibit 5).

24                Power of Attorney (see signature pages to this Registration
                  Statement).



<PAGE>



                                                                      EXHIBIT 5



                                   Kadant Inc.
                                245 Winter Street
                          Waltham, Massachusetts 02451




                                                      July 16, 2001

Kadant Inc.
245 Winter Street
Waltham, Massachusetts 02451

Re:   Registration Statement on Form S-8 Relating
      to 1,600,000 Shares of the Common Stock,
      $1.00 par value, of Kadant Inc.

Dear Sirs:

     I am Deputy  General  Counsel to Kadant Inc., a Delaware  corporation,  and
have acted as counsel in connection with the  registration  under the Securities
Act of  1933,  as  amended,  on Form  S-8  (the  "Registration  Statement"),  of
1,600,000  shares of  Kadant's  Common  Stock,  $.01 par  value  per share  (the
"Shares") subject to Kadant's Equity Incentive Plan (the "Plan").

     I or a member of Kadant's  Legal  Department  have  reviewed the  corporate
proceedings taken by Kadant with respect to the authorization of the issuance of
the Shares.  I or a member of Kadant's Legal  Department  have also examined and
relied upon  originals or copies,  certified or  otherwise  authenticated  to my
satisfaction,   of  all  corporate  records,  documents,   agreements  or  other
instruments of Kadant and have made all investigations of law and have discussed
with Kadant's representatives all questions of fact that I have deemed necessary
or appropriate.

     Based upon and subject to the foregoing, I am of the opinion that:

     1. Kadant is a corporation  validly existing and in corporate good standing
under the laws of the State of Delaware.

     2. The issuance and sale of the Shares as contemplated in the  Registration
Statement have been duly authorized by Kadant.

     3. The Shares,  when issued and sold in accordance  with the  provisions of
the Plan, will be validly issued, fully paid and nonassessable.

     This  opinion is  limited  to the  applicable  provisions  of the  Delaware
Constitution,  the General  Corporation Law of the State of Delaware  ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration Statement.


                                        Very truly yours,


                                        /s/ John A. Piccione
                                        --------------------------------------
                                        John A. Piccione
                                        Deputy General Counsel

<PAGE>


                                                                    Exhibit 23.1




                    Consent of Independent Public Accountants


      As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 12, 2001 (except for the matters discussed in Note 18, as to which the
date is July 12, 2001), included in Kadant Inc.'s Current Report on Form 8-K
dated July 12, 2001.



Arthur Andersen LLP



Boston, Massachusetts
July 12, 2001
[{"type": "S-8", "sequence": "1", "filename": "kadants8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20469}]
{"company-data": {"conformed-name": "KADANT INC", "cik": "0000886346", "assigned-sic": "3550", "irs-number": "521762325", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65206", "film-number": "1682207"}, "business-address": {"street1": "245 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02454", "phone": "781-370-1650"}, "mail-address": {"street1": "245 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02451"}, "former-company": {"former-conformed-name": "THERMO FIBERTEK INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on July 16, 2001.
                                                  Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                                   KADANT INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

DELAWARE                                                              52-1762325
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                245 Winter Street
                          Waltham, Massachusetts 02451
               (Address of Principal Executive Offices) (Zip Code)

                              EQUITY INCENTIVE PLAN

                            (Full Title of the Plan)

                          Sandra L. Lambert, Secretary
                                   Kadant Inc.
                                245 Winter Street
                          Waltham, Massachusetts 02451
                     (Name and Address of Agent for Service)

                                 (781) 370-1650
          (Telephone Number, Including Area Code, of Agent For Service)
---------------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                           Proposed               Maximum                Amount
 Title of                 Amount              Maximum              Aggregate                of
  securities               to be         Offering Price          Offering            Registration
to be registered         registered        Per Share               Price                  Fee
-----------------        ----------      --------------          ----------          ------------

Common Stock,            1,600,000        $15.005(1)             $24,008,000           $6,002
$0.01 par value            shares                                     (1)
per share
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Kadant's
common  stock as may be  issuable  in  connection  with  adjustments  under  the
employee  benefit plan described  herein to reflect  certain changes in Kadant's
capital structure, including stock dividends or stock splits.

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee in  accordance  with Rule 457(h) under the  Securities  Act of
1933. The calculation of the proposed maximum aggregate  offering price has been
based upon (1) the  registration  hereunder of an aggregate of 1,600,000  shares
and (2) the  average  of the high  and low  sales  prices,  $16.50  and  $13.51,
respectively,  of Kadant's  common stock on the American  Stock Exchange on July
13, 2001 as reported in the consolidated transaction reporting system.
EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 in order to register  additional  securities of the same class as other
securities  for which a  registration  statement  relating  to  Kadant's  Equity
Incentive Plan is effective.  All share numbers in this  Registration  Statement
reflect a one for five reverse stock split effected on July 12, 2001.

     On September 7, 1994,  Kadant (under its former name, Thermo Fibertek Inc.)
filed a registration  statement on Form S-8 (Reg.  No.  33-83718) to register an
aggregate  of 200,000  shares of Common Stock  reserved  for issuance  under the
Equity  Incentive  Plan (as  subsequently  adjusted  by stock  splits to 450,000
shares).  The  filing of this  Registration  Statement  increases  the number of
shares registered for issuance under the Equity Incentive Plan by 1,600,000. The
contents of the previously filed  registration  statement relating to the Equity
Incentive Plan are  incorporated  herein by reference  except for the items that
are set forth below.  Pursuant to  Instruction  E, this  Registration  Statement
contains such information required by Form S-8 that is not otherwise included in
the previous registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  required by Part I is included in documents sent or given
to the participants in the plan registered  hereunder pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Kadant is  subject  to the  informational  and  reporting  requirements  of
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, and in accordance  therewith files reports,  proxy statements and other
information  with  the  Securities  and  Exchange   Commission.   The  following
documents,  which  are on file with the  Commission,  are  incorporated  in this
Registration Statement by reference:

     (a)  Kadant's Annual Report on Form 10-K for the fiscal year ended December
          30, 2000 (filed under Kadant's former name, Thermo Fibertek Inc.).
(b)  Kadant's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2001 (filed under Kadant's former name, Thermo Fibertek Inc.).

     (c)  Kadant's  Current Report on Form 8-K filed with the Commission on June
          19, 2001 (filed under Kadant's former name, Thermo Fibertek Inc.).

     (d)  Kadant's  Current Report on Form 8-K filed with the Commission on July
          12, 2001.

     (e)  The  description  of the common  stock which is  contained in Kadant's
          Registration  Statement on Form 8-A filed under the  Exchange  Act, as
          such description may be amended from time to time.

     All reports or proxy statements filed by Kadant pursuant to Sections 13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that  indicates  that all  securities  offered  herein  have been sold,  or that
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the respective dates of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The  validity of the common  stock  offered  hereby has been passed upon by
John A. Piccione,  Esq.,  Deputy General  Counsel of Kadant.  Mr.  Piccione is a
full-time  employee  of Thermo  Electron  and owns or has the  right to  acquire
57,933 shares of the common stock of Thermo Electron.

Item 6. Indemnification of Directors and Officers.

     The  Delaware   General   Corporation  Law  and  Kadant's   Certificate  of
Incorporation  and By-Laws  limit the monetary  liability of directors to Kadant
and to its stockholders and provide for indemnification of Kadant's officers and
directors for liabilities  and expenses that they may incur in such  capacities.
In general, officers and directors are indemnified with respect to actions taken
in good faith in a manner  reasonably  believed to be in, or not opposed to, the
best interests of Kadant and, with respect to any criminal action or proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Kadant also has indemnification  agreements with its directors and officers that
provide for the maximum indemnification allowed by law.
Thermo  Electron has an insurance  policy which  insures the  directors and
officers of Thermo  Electron and its  subsidiaries,  including  Kadant,  against
certain  liabilities  which might be incurred in connection with the performance
of their duties.

Item 7. Exemption from Registration Claimed.

     Not  Applicable.

Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

          (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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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 information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by Kadant  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
Kadant's  annual  report  pursuant to Section  13(a) or 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
Kadant  pursuant to the  foregoing  provisions,  or  otherwise,  Kadant 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 Kadant of expenses incurred or paid
by a director, officer or controlling person of Kadant in the successful defense
of any action,  suit or  proceeding)  is asserted by such  director,  officer or
controlling  person in connection with the securities being  registered,  Kadant
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,  Kadant
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 Waltham, Commonwealth of Massachusetts,  on this 16th
day of July, 2001.

                                   KADANT INC.

                                   By:  /s/ William A. Rainville
                                        -----------------------------------
                                        William A. Rainville
                                   Its: President, Chief Executive Officer
                                        and Director

                                POWER OF ATTORNEY

     Each of the  undersigned  Directors  and  Officers  of Kadant  Inc.  hereby
appoints William A. Rainville, Sandra L. Lambert and Theo Melas-Kyriazi and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
Signature                             Title                        Date

                                      President, Chief Executive
                                      Officer and Director
/s/ William A. Rainville              (Principal Executive Officer)       July 16, 2001
----------------------------------
William A. Rainville

                                      Vice President and Chief
                                      Financial Officer (Principal
                                      Financial and Accounting
/s/ Theo Melas-Kyriazi                Officer)                            July 16, 2001
----------------------------------
Theo Melas-Kyriazi

/s/ John M. Albertine                 Director                            July 16, 2001
----------------------------------
John M. Albertine

/s/ Francis L. McKone                 Director                            July 16, 2001
----------------------------------
Francis L. McKone

/s/ Donald E. Noble                   Director                            July 16, 2001
----------------------------------
Donald E. Noble

/s/ Richard F. Syron                  Director                            July 16, 2001
----------------------------------
Richard F. Syron
EXHIBIT INDEX

Exhibit
Number            Description

5                 Opinion of John A. Piccione, Esq. regarding
                  legality.

23.1              Consent of Arthur Andersen LLP

23.2              Consent of John A. Piccione, Esq.
                  (contained in his opinion filed as Exhibit 5).

24                Power of Attorney (see signature pages to this Registration
                  Statement).
EXHIBIT 5

                                   Kadant Inc.
                                245 Winter Street
                          Waltham, Massachusetts 02451

                                                      July 16, 2001

Kadant Inc.
245 Winter Street
Waltham, Massachusetts 02451

Re:   Registration Statement on Form S-8 Relating
      to 1,600,000 Shares of the Common Stock,
      $1.00 par value, of Kadant Inc.

Dear Sirs:

     I am Deputy  General  Counsel to Kadant Inc., a Delaware  corporation,  and
have acted as counsel in connection with the  registration  under the Securities
Act of  1933,  as  amended,  on Form  S-8  (the  "Registration  Statement"),  of
1,600,000  shares of  Kadant's  Common  Stock,  $.01 par  value  per share  (the
"Shares") subject to Kadant's Equity Incentive Plan (the "Plan").

     I or a member of Kadant's  Legal  Department  have  reviewed the  corporate
proceedings taken by Kadant with respect to the authorization of the issuance of
the Shares.  I or a member of Kadant's Legal  Department  have also examined and
relied upon  originals or copies,  certified or  otherwise  authenticated  to my
satisfaction,   of  all  corporate  records,  documents,   agreements  or  other
instruments of Kadant and have made all investigations of law and have discussed
with Kadant's representatives all questions of fact that I have deemed necessary
or appropriate.

     Based upon and subject to the foregoing, I am of the opinion that:

     1. Kadant is a corporation  validly existing and in corporate good standing
under the laws of the State of Delaware.

     2. The issuance and sale of the Shares as contemplated in the  Registration
Statement have been duly authorized by Kadant.

     3. The Shares,  when issued and sold in accordance  with the  provisions of
the Plan, will be validly issued, fully paid and nonassessable.

     This  opinion is  limited  to the  applicable  provisions  of the  Delaware
Constitution,  the General  Corporation Law of the State of Delaware  ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration Statement.

                                        Very truly yours,

                                        /s/ John A. Piccione
                                        --------------------------------------
                                        John A. Piccione
                                        Deputy General Counsel
Exhibit 23.1

                    Consent of Independent Public Accountants

      As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 12, 2001 (except for the matters discussed in Note 18, as to which the
date is July 12, 2001), included in Kadant Inc.'s Current Report on Form 8-K
dated July 12, 2001.

Arthur Andersen LLP

Boston, Massachusetts
July 12, 2001