As filed with the Securities                 Registration No. 333-___________
and Exchange Commission on December 20, 1996


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON D.C. 20549
                   ________________________________________________

                                      FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                   ________________________________________________

                                   KENNAMETAL INC.

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

                        Route 981 at Westmoreland County Airport
                                     P.O. Box 231
                                 Latrobe, Pennsylvania  15650
                        (Address of principal executive offices)
                      ___________________________________________

                                      KENNAMETAL
                                     THRIFT PLAN
                               (Full title of the plan)
                      ___________________________________________

                      David T. Cofer, Vice President, Secretary
                               and General Counsel
                                   Kennametal Inc.
                       Route 981 at Westmoreland County Airport
                                    P.O. Box 231
                             Latrobe, Pennsylvania  15650
                        (Name and address of agent for service)
                                     412-539-5206
                        (Telephone number of agent for service)
                             Copies of communications to:
                                Ronald Basso, Esquire
                      Buchanan Ingersoll Professional Corporation
                                  One Oxford Centre
                             301 Grant Street, 20th Floor
                              Pittsburgh, PA 15219-1410
                                     412-562-3943
                      ___________________________________________

CALCULATION OF REGISTRATION FEE

Title of Securities      Amount to Be    Proposed     Proposed      Amount of
To Be Registered         Registered(1)   Maximum      Maximum     Registration
                                         Offering     Aggregate      Fee(2)
                                         Price Per    Offering
                                         Share(2)     Price(2)

Capital Stock (par value   1,000,000     $35.4375     $35,437,500   $10,739
$1.25 per share)

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this 
    Registration Statement also covers an indeterminate amount of interests to 
    be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for purposes of calculating the registration fee pursuant 
    to Rule 457(h).  Such price, which is the average of the high and low 
    sales prices for the Common Stock on the New York Stock Exchange, as 
    reported in The Wall Street Journal, Midwest Edition, on December 17, 
    1996, has been determined in accordance with Rule 457(c).


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

Item 3.  Incorporation of Documents by Reference

         The Corporation hereby incorporates by reference into this 
Registration Statement the documents listed in (a) through (d) below.  The 
Corporation also incorporates by reference, from the date of filing of such 
documents, all documents subsequently filed by it pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Securities 
Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold:

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

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

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

         (d)  The Kennametal Thrift Plan Annual Report on Form 11-K for the 
fiscal year ended June 30, 1996, which is being filed concurrent with this 
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Pennsylvania statutory law regarding directors and officers insurance 
and indemnification is embodied in Subchapter D (Sections 1741 through 1750) 
of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").  
Section 1741 (relating to third party actions) and 1742 (relating to 
derivative actions) of the BCL provide that, unless otherwise restricted by 
its bylaws, a business corporation shall have the power to indemnify any 
person who is made a party to a third-party or derivative action, 
respectively, by reason that such person is or was a representative of the 
corporation.  The BCL defines representative to mean a director, officer, 
employee or agent thereof (a "Representative").  The sections further state 
that the corporation is authorized to indemnify the Representative against 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him or her in connection with 
the action.  However, the Representative must have acted in good faith and 
with a reasonable belief that his or her actions were in the best interests, 
or not opposed to the best interests, of the corporation; and with respect to 
any criminal proceeding, the Representative must have had no reasonable cause 
to believe his or her conduct was unlawful.

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

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

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

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

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

         The Corporation has entered into indemnification contracts with 
directors and officers of the Corporation which entitle them to full 
indemnification in accordance with the BCL and the Corporation's bylaws.  
Also, pursuant to the indemnification contracts, the Corporation is obligated 
to purchase and maintain directors and officers' liability insurance.  
Accordingly, the Corporation provides insurance contracts which insure its 
directors and officers, within the limits and subject to the limitations of 
the policies, against certain expenses and liabilities which have been 
incurred by, or resulted from, any actions, suits or proceedings to which they 
are parties by reason of being or having been directors or officers of the 
Corporation.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

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

 5.01    Internal Revenue Service determination letter that the Plan is 
         qualified under Section 401 of the Internal Revenue Code

23.01    Consent of Independent Public Accountants

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Unity Township, Westmoreland County, 
Commonwealth of Pennsylvania, on the 20th day of December, 1996.


                                        KENNAMETAL INC.

                                        By:  /s/ DAVID T. COFER
                                             ---------------------------
                                                 Authorized Officer


         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on December 20, 1996.


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

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

/s/ RICHARD J. ORWIG                 Vice President
-------------------------------         and Chief Administrative and Financial
Richard J. Orwig                           Officer

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

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

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

/s/ QUENTIN C. MCKENNA               Director
-------------------------------
Quentin C. McKenna

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

/s/ LARRY YOST                       Director
-------------------------------
Larry Yost

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

/s/ ALOYSIUS T. MCLAUGHLIN, JR.      Director
-------------------------------
Aloysius T. McLaughlin, Jr.

/s/ JAMES R. BREISINGER              Controller
-------------------------------
James R. Breisinger


The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the plan administrator of the Kennametal Thrift Plan has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Unity Township, Westmoreland County, 
Commonwealth of Pennsylvania on the 20th day of December, 1996.

                                      KENNAMETAL THRIFT PLAN

                                      By:  Kennametal Inc., Trustee


                                      By:  /s/ AMY DOVERSPIKE
                                           ----------------------------------
                                           Amy Doverspike, Plan Administrator


                                 EXHIBIT INDEX


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

   5.01        Internal Revenue Service Determination Letter

  23.01        Consent of Independent Public Accountants
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT-THRIFT PLAN", "secsgml_size_bytes": 16710}]
{"company-data": {"conformed-name": "KENNAMETAL INC", "cik": "0000055242", "assigned-sic": "3541", "irs-number": "250900168", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18423", "film-number": "96684130"}, "business-address": {"street1": "RTE 981 AT WESTMORELAND COUNTY AIRPORT", "street2": "P O BOX 231", "city": "LATROBE", "state": "PA", "zip": "15650", "phone": "4125395000"}, "mail-address": {"street1": "P O BOX 231", "city": "LATROBE", "state": "PA", "zip": "15650"}}
As filed with the Securities                 Registration No. 333-___________
and Exchange Commission on December 20, 1996

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON D.C. 20549
                   ________________________________________________

                                      FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                   ________________________________________________

                                   KENNAMETAL INC.

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

                        Route 981 at Westmoreland County Airport
                                     P.O. Box 231
                                 Latrobe, Pennsylvania  15650
                        (Address of principal executive offices)
                      ___________________________________________

                                      KENNAMETAL
                                     THRIFT PLAN
                               (Full title of the plan)
                      ___________________________________________

                      David T. Cofer, Vice President, Secretary
                               and General Counsel
                                   Kennametal Inc.
                       Route 981 at Westmoreland County Airport
                                    P.O. Box 231
                             Latrobe, Pennsylvania  15650
                        (Name and address of agent for service)
                                     412-539-5206
                        (Telephone number of agent for service)
                             Copies of communications to:
                                Ronald Basso, Esquire
                      Buchanan Ingersoll Professional Corporation
                                  One Oxford Centre
                             301 Grant Street, 20th Floor
                              Pittsburgh, PA 15219-1410
                                     412-562-3943
                      ___________________________________________

CALCULATION OF REGISTRATION FEE

Title of Securities      Amount to Be    Proposed     Proposed      Amount of
To Be Registered         Registered(1)   Maximum      Maximum     Registration
                                         Offering     Aggregate      Fee(2)
                                         Price Per    Offering
                                         Share(2)     Price(2)

Capital Stock (par value   1,000,000     $35.4375     $35,437,500   $10,739
$1.25 per share)

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this 
    Registration Statement also covers an indeterminate amount of interests to 
    be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for purposes of calculating the registration fee pursuant 
    to Rule 457(h).  Such price, which is the average of the high and low 
    sales prices for the Common Stock on the New York Stock Exchange, as 
    reported in The Wall Street Journal, Midwest Edition, on December 17, 
    1996, has been determined in accordance with Rule 457(c).

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

Item 3.  Incorporation of Documents by Reference

         The Corporation hereby incorporates by reference into this 
Registration Statement the documents listed in (a) through (d) below.  The 
Corporation also incorporates by reference, from the date of filing of such 
documents, all documents subsequently filed by it pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Securities 
Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold:

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

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

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

         (d)  The Kennametal Thrift Plan Annual Report on Form 11-K for the 
fiscal year ended June 30, 1996, which is being filed concurrent with this 
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Pennsylvania statutory law regarding directors and officers insurance 
and indemnification is embodied in Subchapter D (Sections 1741 through 1750) 
of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL").  
Section 1741 (relating to third party actions) and 1742 (relating to 
derivative actions) of the BCL provide that, unless otherwise restricted by 
its bylaws, a business corporation shall have the power to indemnify any 
person who is made a party to a third-party or derivative action, 
respectively, by reason that such person is or was a representative of the 
corporation.  The BCL defines representative to mean a director, officer, 
employee or agent thereof (a "Representative").  The sections further state 
that the corporation is authorized to indemnify the Representative against 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him or her in connection with 
the action.  However, the Representative must have acted in good faith and 
with a reasonable belief that his or her actions were in the best interests, 
or not opposed to the best interests, of the corporation; and with respect to 
any criminal proceeding, the Representative must have had no reasonable cause 
to believe his or her conduct was unlawful.

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

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

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

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

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

         The Corporation has entered into indemnification contracts with 
directors and officers of the Corporation which entitle them to full 
indemnification in accordance with the BCL and the Corporation's bylaws.  
Also, pursuant to the indemnification contracts, the Corporation is obligated 
to purchase and maintain directors and officers' liability insurance.  
Accordingly, the Corporation provides insurance contracts which insure its 
directors and officers, within the limits and subject to the limitations of 
the policies, against certain expenses and liabilities which have been 
incurred by, or resulted from, any actions, suits or proceedings to which they 
are parties by reason of being or having been directors or officers of the 
Corporation.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

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

 5.01    Internal Revenue Service determination letter that the Plan is 
         qualified under Section 401 of the Internal Revenue Code

23.01    Consent of Independent Public Accountants

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Unity Township, Westmoreland County, 
Commonwealth of Pennsylvania, on the 20th day of December, 1996.

                                        KENNAMETAL INC.

                                        By:  /s/ DAVID T. COFER
                                             ---------------------------
                                                 Authorized Officer

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on December 20, 1996.

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

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

/s/ RICHARD J. ORWIG                 Vice President
-------------------------------         and Chief Administrative and Financial
Richard J. Orwig                           Officer

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

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

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

/s/ QUENTIN C. MCKENNA               Director
-------------------------------
Quentin C. McKenna

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

/s/ LARRY YOST                       Director
-------------------------------
Larry Yost

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

/s/ ALOYSIUS T. MCLAUGHLIN, JR.      Director
-------------------------------
Aloysius T. McLaughlin, Jr.

/s/ JAMES R. BREISINGER              Controller
-------------------------------
James R. Breisinger

The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the plan administrator of the Kennametal Thrift Plan has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Unity Township, Westmoreland County, 
Commonwealth of Pennsylvania on the 20th day of December, 1996.

                                      KENNAMETAL THRIFT PLAN

                                      By:  Kennametal Inc., Trustee

                                      By:  /s/ AMY DOVERSPIKE
                                           ----------------------------------
                                           Amy Doverspike, Plan Administrator

                                 EXHIBIT INDEX

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

   5.01        Internal Revenue Service Determination Letter

  23.01        Consent of Independent Public Accountants