KENNAMETAL INC
10-Q, 1995-02-13
METALWORKG MACHINERY & EQUIPMENT
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                                FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


               FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1994


                      Commission file number 1-5318


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


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


                    ROUTE 981 AT WESTMORELAND COUNTY AIRPORT
                               P.O. BOX 231
                       LATROBE, PENNSYLVANIA  15650
             (Address of registrant's principal executive offices)


   Registrant's telephone number, including area code:  (412) 539-5000


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES [X]  NO [ ]


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:


         TITLE OF EACH CLASS                OUTSTANDING AT JANUARY 31, 1995
- ----------------------------------------    -------------------------------
Capital Stock, par value $1.25 per share             26,506,993



<PAGE>
                         KENNAMETAL INC.
                           FORM 10-Q
               FOR QUARTER ENDED DECEMBER 31, 1994
               ------------------------------------

                       TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION
- --------------------------------

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets (Unaudited)
             December 31, 1994 and June 30, 1994

          Condensed Consolidated Statements of Income (Unaudited)
             Three months and six months ended December 31, 1994 and 1993

          Condensed Consolidated Statements of Cash Flows (Unaudited)
             Six months ended December 31, 1994 and 1993

          Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations


PART II.  OTHER INFORMATION
- ---------------------------

Item 1.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K

<PAGE>
                      PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
KENNAMETAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- -------------------------------------------------
(Dollars in thousands)

<TABLE>
<CAPTION>
                                              December 31,      June 30,
                                                  1994            1994
                                              -------------    ---------
<S>                                            <C>             <C>
ASSETS
- ------
Current Assets:
   Cash and equivalents                        $  10,526       $  17,190
   Accounts receivable, less allowance for
      doubtful accounts of $10,908 and $9,328    147,331         143,691
   Inventories                                   172,756         158,179
   Deferred income taxes                          13,793          13,744
                                               ---------       ---------
   Total current assets                          344,406         332,804
                                               ---------       ---------

Property, Plant and Equipment                    480,345         467,652
   Less: accumulated depreciation               (238,044)       (224,554)
                                               ---------       ---------
   Net property, plant and equipment             242,301         243,098
                                               ---------       ---------
Other Assets:
   Investments in affiliated companies             6,536           6,393
   Intangible assets, less accumulated
      amortization of $18,157 and $16,540         29,723          32,141
   Deferred income taxes                          66,097          65,606
   Other                                          15,182          17,490
                                               ---------       ---------
   Total other assets                            117,538         121,630
                                               ---------       ---------

   Total assets                                $ 704,245       $ 697,532
                                               =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
   Current maturities of term debt
      and capital leases                       $   4,360       $   4,364
   Notes payable to banks                         62,071          52,753
   Accounts payable                               42,097          52,148
   Accrued vacation pay                           15,631          15,569
   Other                                          62,954          77,193
                                               ---------       ---------
   Total current liabilities                     187,113         202,027
                                               ---------       ---------

Term Debt and Capital Leases,
   Less Current Maturities                        89,778          90,178
Deferred Income Taxes                             19,593          19,279
Other Liabilities                                 53,747          51,800
                                               ---------       ---------
   Total liabilities                             350,231         363,284
                                               ---------       ---------
Minority Interest                                 10,316          11,412

Shareholders' Equity:
   Capital stock, $1.25 par value;
      70,000,000 shares authorized;
      29,369,658 shares issued                    36,712          36,712
   Preferred stock, 5,000,000 shares 
      authorized; none issued                        -               -
   Additional paid-in capital                     84,958          83,839
   Retained earnings                             260,045         245,428
   Treasury shares, at cost (2,867,744 and
      3,015,466 shares)                          (37,398)        (39,247)
   Pension liability adjustment                     (536)           (536)
   Cumulative translation adjustments                (83)         (3,360)
                                               ---------       ---------
   Total shareholders' equity                    343,698         322,836
                                               ---------       ---------
   Total liabilities and shareholders' equity  $ 704,245       $ 697,532
                                               =========       =========

See accompanying notes to condensed consolidated financial statements.
</TABLE>



<PAGE>
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- -------------------------------------------------------
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                               Three Months Ended         Six Months Ended
                                               ------------------        ------------------
                                                  December 31,              December 31,
                                               1994         1993          1994         1993
                                             --------     --------      --------     --------
<S>                                          <C>          <C>           <C>          <C>
NET SALES                                    $230,335     $195,167      $449,173     $370,832

COSTS AND EXPENSES:
   Cost of goods sold                         135,714      118,254       263,765      223,901
   Research and development                     4,363        3,958         8,782        7,590
   Marketing                                   52,336       47,384       103,104       90,214
   General and administrative                  13,565       15,615        26,442       29,672
   Interest expense                             2,992        3,603         6,466        7,687
   Amortization of intangibles                    755        1,011         1,528        1,959
   Restructuring charge                           -            -             -         24,749
                                             --------     --------      --------     --------
   Total costs and expenses                   209,725      189,825       410,087      385,772
                                             --------     --------      --------     --------

OTHER INCOME (EXPENSE)                           (137)         746           (45)       1,472
                                             --------     --------      --------     --------
INCOME (LOSS) BEFORE TAXES ON INCOME
   AND CUMULATIVE EFFECT OF ACCOUNTING
   CHANGES                                     20,473        6,088        39,041      (13,468)

PROVISION FOR INCOME TAXES                      8,600        2,000        16,500          500
                                             --------      -------      --------     --------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGES                       11,873        4,088        22,541      (13,968)

CUMULATIVE EFFECT OF ACCOUNTING CHANGES,
   NET OF INCOME TAXES:
      Postretirement benefits                     -            -             -        (20,060)
      Income taxes                                -            -             -          5,057
                                             --------     --------      --------     --------
NET INCOME (LOSS)                            $ 11,873     $  4,088      $ 22,541     $(28,971)
                                             ========     ========      ========     ========

PER SHARE DATA:

   Earnings (loss) before cumulative
   effect of accounting changes              $   0.45     $   0.18      $   0.85     $  (0.62)

   Cumulative effect of accounting changes:
      Postretirement benefits                     -            -             -          (0.88)
      Income taxes                                -            -             -           0.22
                                             --------     --------      --------     --------

   Earnings (loss) per share                 $   0.45     $   0.18      $   0.85     $  (1.28)
                                             ========     ========      ========     ========

   Dividends per share                       $   0.15     $  0.145      $   0.30     $   0.29
                                             ========     ========      ========     ========

   Average shares outstanding
   (in thousands)                              26,487       23,066        26,433       22,584
                                             ========     ========      ========     ========

See accompanying notes to condensed consolidated financial statements.
</TABLE>



<PAGE>
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                        ------------------
                                                           December 31,
                                                         1994        1993
                                                       --------    --------
<S>                                                    <C>         <C>
OPERATING ACTIVITIES:
   Net income (loss)                                   $ 22,541    $(28,971)
   Adjustments for non-cash items                        21,486      37,803
   Changes in certain assets and liabilities            (37,341)      4,445
                                                       --------    --------
   Net cash flow from operating activities                6,686      13,277
                                                       --------    --------
INVESTING ACTIVITIES:
   Purchase of property, plant and equipment            (16,877)    (13,350)
   Purchase of Hertel AG, net of cash                       -       (19,226)
   Other                                                    781       3,165
                                                       --------    --------
   Net cash flow used for investing activities          (16,096)    (29,411)
                                                       --------    --------
FINANCING ACTIVITIES:
   Increase in short-term debt                            8,259       3,132
   Increase (decrease) in term debt                       3,190        (664)
   Reduction in term debt                                (4,071)    (45,736)
   Net proceeds from issuance of common stock               -        73,692
   Dividend reinvestment and employee stock plans         2,969       3,192
   Cash dividends paid to shareholders                   (7,924)     (6,385)
                                                       --------    --------
   Net cash flow from financing activities                2,423      27,231
                                                       --------    --------
   Effect of exchange rate changes on cash                  323         700
                                                       --------    --------

CASH AND EQUIVALENTS:
   Net increase (decrease) in cash and equivalents       (6,664)     11,797
   Cash and equivalents, beginning                       17,190       4,149
                                                       --------    --------
   Cash and equivalents, ending                        $ 10,526    $ 15,946
                                                       ========    ========

SUPPLEMENTAL DISCLOSURES:
   Interest paid                                       $  6,516    $  6,591
   Income taxes paid                                   $ 14,665    $  3,587

See accompanying notes to condensed consolidated financial statements.
</TABLE>

<PAGE>
KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------

 1.	The condensed consolidated financial statements should be read in 
	conjunction with the Notes to Consolidated Financial Statements included 
	in the company's 1994 Annual Report.  The condensed consolidated balance 
	sheet as of June 30, 1994 has been derived from the audited balance 
	sheet included in the company's 1994 Annual Report.  These interim 
	statements are unaudited; however, management believes that all 
	adjustments necessary for a fair presentation have been made and all 
	adjustments are normal, recurring adjustments.  The results for the 
	six months ended December 31, 1994 are not necessarily indicative of 
	the results to be expected for the full fiscal year.

 2.	Inventories are stated at lower of cost or market.  Cost is determined 
	using the last-in, first-out (LIFO) method for a significant portion of 
	domestic inventories and the first-in, first-out (FIFO) method or 
	average cost for other inventories.  The company used the LIFO method  
	of valuing its inventories for approximately 60 percent of total 
	inventories at December 31, 1994.  Because inventory valuations under 
	the LIFO method are based on an annual determination of quantities and 
	costs as of June 30 of each year, the interim LIFO valuations are based 
	on management's projections of expected year-end inventory levels and 
	costs.  Therefore, the interim financial results are subject to any 
	final year-end LIFO inventory adjustments.

 3.	The major classes of inventory as of the balance sheet dates were as 
	follows (dollars in thousands):

<TABLE>
<CAPTION>
                                        December 31,      June 30,
                                           1994             1994
                                        -------------    ---------
     <S>                                  <C>            <C>
     Finished goods                       $125,208       $112,202
     Work in process and powder blends      56,034         54,831
     Raw materials and supplies             23,884         20,571
                                          --------       --------
     Inventory at current cost             205,126        187,604
     Less LIFO valuation                   (32,370)       (29,425)
                                          --------       --------

       Total inventories                  $172,756       $158,179
                                          ========       ========
</TABLE>

 4.	The company has been involved in various environmental cleanup and 
	remediation activities at several of its manufacturing facilities.  In 
	addition, the company has been named as a potentially responsible party 
	at four Superfund sites in the United States.  However, it is 
	management's opinion, based on its evaluations and discussions with 
	outside counsel and independent consultants, that the ultimate 
	resolution of these environmental matters will not have a material 
	adverse effect on the results of operations or financial position of the 
	company.

	The company maintains a Corporate Environmental, Health and Safety 
	(EH&S) Department to effect compliance with all environmental 
	regulations and to monitor and oversee remediation activities.  In 
	addition, the company has established an EH&S administrator at each of 
	its domestic manufacturing facilities.  The company's financial 
	management team periodically meets with members of the Corporate EH&S 
	Department and the Corporate Legal Department to review and evaluate the 
	status of environmental projects and contingencies.  On a quarterly and 
	annual basis, management establishes or adjusts financial provisions and 
	reserves for environmental contingencies in accordance with Statement of 
	Financial Accounting Standards (SFAS) No. 5, "Accounting for 
	Contingencies."

 5.	On August 4, 1993, the company completed the acquisition of an 81 
	percent interest in Hertel AG (Hertel) for $43 million in cash and $55 
	million of assumed debt.  Hertel is a manufacturer of cemented carbide 
	tools and tooling systems based in Furth, Germany.

	The Hertel acquisition was recorded under the purchase method of 
	accounting and, accordingly, the results of operations of Hertel for the 
	period beginning as of August 4, 1993, forward are included in the 
	accompanying condensed consolidated financial statements.  The purchase 
	price has been allocated to assets acquired and liabilities assumed 
	based on fair market value at the date of acquisition.  The excess of 
	the purchase price over the fair market value of the net assets acquired 
	has been recorded as goodwill and is being amortized over twenty years.  
	The fair values (as adjusted) of assets acquired and liabilities assumed 
	are summarized below (in thousands):

          Current assets                    $114,800
          Property, plant and equipment       70,200
          Intangible assets (goodwill)         5,800
          Deferred tax asset                  40,600
          Other noncurrent assets             12,400
          Current liabilities                104,700
          Long-term liabilities               89,400

	As presented above, current liabilities includes a reserve of 
	approximately $36.0 million (pretax) for the restructuring of Hertel.  
	The restructuring costs primarily include amounts for severance, phase-
	out and relocation.  The cumulative charges to the restructuring reserve 
	total $25.6 million, leaving a balance of $11.8 million at December 31, 
	1994.  It is expected that the restructuring, which began in fiscal 
	1994, will be substantially completed during fiscal year 1995.

	Since January 1, 1994, the company has purchased an additional 
	37,000 common shares of Hertel at a purchase price of DM128 per share.  
	The company's ownership interest in Hertel as of December 31, 1994 was 
	85 percent.

	In connection with the acquisition of Hertel, the company recognized a 
	special charge in the September 1993 quarter of approximately $20.4 
	million after taxes in connection with the closure of its manufacturing 
	facility in Neunkirchen, Germany, and other integration related actions.  
	The cumulative charges to the related reserve total $19.8 million, a 
	significant portion of which were cash charges, leaving a balance of 
	$4.1 million at December 31, 1994.  It is expected that spending 
	related to this charge will be substantially completed during fiscal 
	year 1995.

	The effect of the purchase on the company's operations, assuming the 
	transaction had occurred on July 1, 1992, would be as follows:



                                       Pro Forma (Unaudited)
                            (Dollars in Thousands, Except Per Share Data)
                            ---------------------------------------------

     <TABLE>
     <CAPTION>
                                                  Three Months Ended        Six Months Ended
                                                  ------------------        ----------------
                                                     December 31,             December 31,
                                                  1994        1993         1994          1993
                                                --------    --------     --------    -----------
                                                (Actual)    (Actual)     (Actual)    (Pro Forma)
     <S>                                        <C>         <C>          <C>          <C>

     Net sales                                  $230,335    $195,167     $449,173     $383,514
                                                ========    ========     ========     ========

     Income (loss) before cumulative
       effect of accounting changes             $ 11,873    $  4,088     $ 22,541     $(15,741)
                                                ========    ========     ========     ========

     Net income (loss)                          $ 11,873    $  4,088     $ 22,541     $(30,744)
                                                ========    ========     ========     ========

     Per share data:

     Earnings (loss) before cumulative
       effect of accounting changes             $   0.45    $   0.18     $   0.85     $  (0.70)

     Cumulative effect of accounting changes:
       Postretirement benefits                       -           -            -          (0.88)
       Income taxes                                  -           -            -           0.22
                                                --------    --------     --------     --------

     Earnings (loss) per share                  $   0.45    $   0.18     $   0.85     $  (1.36)
                                                ========    ========     ========     ========
     </TABLE>



	The pro forma financial information presented above does not purport to 
	present what the company's results of operations would actually have 
	been if the acquisition of Hertel had occurred on July 1, 1992, or to 
	project the company's results of operations for any future period.

 6.	Effective July 1, 1993, the company adopted SFAS No. 106, "Employers' 
	Accounting for Postretirement Benefits Other Than Pensions."  The change 
	did not significantly affect earnings before cumulative effect of 
	changes in methods of accounting in the first quarter of fiscal year 
	1994.

	The company provides varying levels of postretirement health care and 
	life insurance benefits to most U.S. employees who retire from active 
	service after having attained age 55 and 10 years of service.  This plan 
	remains in effect for all current retirees and employees who will retire 
	prior to January 1, 1997.  However, for those employees retiring on or 
	after January 1, 1997, the following plan amendments will be effective.  
	The company's retiree health care payments will be capped at 1996 
	levels.  To qualify for medical benefits at normal retirement (age 65 or 
	later), employees must have a minimum of 5 years of service after age 
	40.  Medical benefits will be available for only those retirements that 
	begin on or after the normal retirement age of 65.

	The following table presents the components of the company's liability 
	for future retiree health care and life insurance benefits as of June 
	30, 1994 and July 1, 1993.

<TABLE>
<CAPTION>
                                                     (Dollars in thousands)

                                                       June 30,     July 1,
                                                         1994        1993
                                                      ---------    --------
     <S>                                              <C>          <C>
     Accumulated postretirement benefit obligations:
       Retirees                                       $(14,800)    $(15,100)
       Fully eligible active participants               (8,000)      (7,600)
       Other active participants                       (13,000)     (11,300)
                                                      --------     --------
         Total obligation                             $(35,800)    $(34,000)

     Assets at fair value                                  -            -
                                                      --------     --------

     Accrued postretirement benefit cost              $(35,800)    $(34,000)
                                                      ========     ========
</TABLE>

	As of December 31, 1994, the company's accrued postretirement benefit
	liability was $36.3 million.

	The components of retiree health care cost for the three and six month
	periods ended December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                  (Dollars in thousands)

                           Three months              Six months
                         Ended December 31        Ended December 31,
                               1994                     1994
                         -----------------        ------------------
      <S>                     <C>                      <C>
      Service cost            $  300                   $  600
      Interest cost              725                    1,450
                              ------                   ------

        Total cost            $1,025                   $2,050
                              ======                   ======
</TABLE>

	The discount rate used in calculating the accumulated postretirement 
	benefit obligations was 8.5 percent.  In determining the accumulated 
	postretirement benefit obligations at July 1, 1993 and June 30, 1994, 
	the assumed rates of increase in health care were 15 percent for 
	retirees under age 65 and 10 percent for persons age 65 and older.  
	These rates are assumed to decrease to varying degrees annually to 
	6 percent for years 2002 and thereafter.  A 1 percent increase in the 
	trend rate would increase both the accumulated postretirement benefit 
	obligation at June 30, 1994 and the total cost of the plan for the 
	second quarter of fiscal year 1995 by approximately 8 percent.  The 
	accumulated postretirement benefit obligation is unfunded.

	Effective July 1, 1994, the company adopted SFAS No. 112, "Employers' 
	Accounting for Postemployment Benefits."  Under the new standard, the 
	company must recognize the obligation to provide benefits to former or 
	inactive employees after employment, but before retirement.  The 
	implementation of the new standard did not have a material impact on the 
	results of operations or financial position of the company.

 7.	Effective July 1, 1993, the company adopted SFAS No. 109, "Accounting 
	for Income Taxes."  The company previously accounted for income taxes 
	pursuant to the provisions of APB No. 11.  The new standard requires the 
	use of the liability method to recognize deferred income tax assets and 
	liabilities using enacted tax rates.  As a result of implementing the 
	change in accounting principle, a net deferred tax liability of $5.6 
	million was recognized relating to net operating loss carryforwards and 
	other tax attributes existing as of July 1, 1993.  In addition, the 
	income tax effect of the new method of accounting related to the 
	company's adoption of SFAS No. 106 as of July 1, 1993 was the 
	recognition of additional deferred tax assets of $13.9 million.  The 
	combined effect of these items resulted in the recognition of an $8.3 
	million net deferred tax asset and a net income tax benefit of $5.1 
	million.

	As a component of its cumulative adjustment from implementing SFAS No. 
	109, the company recognized a charge of $1.1 million to establish a 
	valuation reserve related to certain tax attributes comprising its net 
	deferred tax asset.  As of July 1, 1993, deferred tax liabilities 
	associated with existing taxable temporary differences exceeded deferred 
	tax assets from future deductible temporary differences, excluding those 
	attributable to SFAS No. 106, by approximately $5.7 million.  The 
	recognition by the company as of July 1, 1993, of the entire transition 
	obligation related to adopting the provisions of SFAS No. 106 resulted 
	in the recognition of a $13.9 million deferred tax asset.  Future 
	operating costs under SFAS No. 106 are expected to exceed deductible 
	amounts for income tax purposes for many years.  In addition, under 
	current federal tax regulations, should the company incur tax losses in 
	future periods, such losses may be carried forward to offset taxable 
	income for a period of up to 15 years.  Based upon the length of the 
	period during which the SFAS No. 106-generated deferred tax asset can be 
	utilized, the company believes that it is more likely than not that 
	future taxable income will be sufficient to offset fully these future 
	deductions and a valuation allowance for this deferred tax asset is not 
	necessary.

	At June 30, 1994, the company had unused tax benefits of $50.8 million 
	related to non-U.S. net operating loss (NOL) carryforwards for income 
	tax purposes, of which $46.7 million can be carried forward indefinitely 
	with the balance expiring at various dates through 2001.  A significant 
	portion ($46.7 million) of the unused tax benefits relate to the Federal 
	Republic of Germany.

	The company believes that it is more likely than not that $45.1 million 
	of NOL carryforwards will be utilized in future periods.  The recorded 
	tax benefits are expected to be realized by achieving future profitable 
	operations in Germany.  The German NOL carryforwards can be carried 
	forward indefinitely.

8.	On January 3, 1995, the company acquired Adaptive Technologies
	Corporation (ATC) for approximately $2.8 million.  ATC is a 
	manufacturer of steel toolholding devices based in Michigan.  The ATC
	acquisition will be accounted for under the purchase method and, 
	accordingly, the results of operations of ATC for the period beginning 
	as of January 4, 1995, forward will be included in the company's 
	consolidated financial statements.

	On February 1, 1995, the company acquired Grupo Tecnico de Herramientas 
	S.A. de C.V. (GTH) for approximately $1 million.  GTH is a distributor 
	of metalcutting tools and supplies based in Mexico.  The GTH acquisition 
	will be accounted for under the purchase method and, accordingly, the 
	results of operations of GTH for the period beginning as of February 2, 
	1995, forward will be included in the company's consolidated financial 
	statements.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

There were no material changes in financial position, liquidity or capital 
resources between June 30, 1994 and December 31, 1994.  The ratio of current 
assets to current liabilities was 1.8 as of December 31, 1994 as compared with 
1.6 as of June 30, 1994.  The debt to capital ratio (i.e., total debt divided 
by the sum of total debt and shareholders' equity) was 31 percent as of 
December 31, 1994 unchanged from June 30, 1994.

In the September 1993 quarter, the company recorded cumulative effect charges 
aggregating $15 million after taxes for the adoption of SFAS No. 106 and SFAS 
No. 109.  While these charges did not involve the use of cash, they had a 
significant effect on various components of the company's consolidated 
financial position at December 31, 1993.

Capital expenditures are estimated to be $50-55 million in fiscal year 1995.  
Expenditures are being made to modernize facilities and upgrade machinery and 
equipment.  Capital expenditures are being financed with cash from operations 
and borrowings under existing revolving credit agreements with banks.

                         RESULTS OF OPERATIONS

SALES AND EARNINGS

During the quarter ended December 31, 1994, consolidated sales were $230 
million, up 18 percent from $195 million in the same quarter last year.

Net income for the December 1994 quarter was $11.9 million, or $0.45 per 
share, as compared with $4.1 million, or $0.18 per share last year.

During the six month period ended December 31, 1994, consolidated sales were 
$449 million, up 21 percent from $371 million last year.  The prior year sales 
include only five months of Kennametal Hertel AG (Hertel) revenues.  Hertel is 
a German toolmaker acquired by Kennametal in August 1993.

For the six month period, net income was $22.5 million, or $0.85 per share, as 
compared with a net loss of $29.0 million, or $1.28 per share in the same 
period last year.  The net loss reported in the prior year includes the 
unfavorable cumulative noncash effect of adopting Statement of Financial 
Accounting Standards (SFAS) No. 106 "Employers' Accounting for Postretirement 
Benefits Other Than Pensions" ($20.1 million net of income tax effect) and the 
favorable cumulative noncash effect of adopting SFAS No. 109 "Accounting for 
Income Taxes" ($5.1 million).  In addition to the cumulative effect of changes 
in accounting principles, prior year results included a restructuring charge 
of $20.4 million after taxes.

The following table presents the company's sales by product class and
geographic area (dollars in thousands):



<TABLE>
<CAPTION>
                          Three Months Ended December 31,    Six Months Ended December 31,
                          -------------------------------    -----------------------------
                            1994       1993    % Change      1994      1993     % Change
                          ---------  --------  --------    --------  ---------  --------
<S>                       <C>        <C>         <C>       <C>        <C>         <C>
Sales by Product Class:
Metalworking              $197,637   $166,121    19.0      $381,218   $311,112    22.5
Mining and construction     25,407     23,294     9.1        53,774     48,572    10.7
Metallurgical                7,291      5,752    26.8        14,181     11,148    27.2
                          --------   --------              --------   --------

   Net sales              $230,335   $195,167    18.0      $449,173   $370,832    21.1
                          ========   ========              ========   ========

Sales by Geographic Area:
Within the U.S.           $141,330   $123,088    14.8      $281,899   $242,335    16.3
Foreign and export          89,005     72,079    23.5       167,274    128,497    30.2
                          --------   --------              --------   --------

   Net sales              $230,335   $195,167    18.0      $449,173   $370,832    21.1
                          ========   ========              ========   ========
</TABLE>



METALWORKING PRODUCTS

During the December 1994 quarter, worldwide sales of metalworking products 
increased 19 percent from those of the prior year.

In the United States, sales of metalcutting inserts and toolholding devices 
increased 15 percent.  Total sales of industrial supply products increased 22 
percent as a result of increased sales through mail order catalogs and full 
service supply programs.

International sales of metalworking products increased 26 percent from the 
previous year primarily because of higher sales volume in Europe and Canada 
and favorable foreign currency translation effects.  Excluding currency 
translation effects, metalworking sales increased an estimated 17 percent.

For the six month period, worldwide sales of metalworking products increased 
23 percent from the prior year because of increased sales of metalworking 
products in the United States and Europe, the impact of the acquisition of 
Hertel and favorable foreign currency translation effects.  Excluding foreign 
currency translation effects, international sales of metalworking products 
increased 28 percent from last year.  The prior year sales include only five 
months of Hertel revenues.

MINING AND CONSTRUCTION PRODUCTS

During the December 1994 quarter, sales of mining and construction tools 
increased nine percent from the previous year because of strong domestic 
demand for highway construction and mining tools.  International demand for 
highway construction and mining tools remains weak, particularly in Europe.

For the six month period, sales of mining and construction tools increased 11 
percent from the prior year primarily because of strong domestic demand for 
highway construction and mining tools.

METALLURGICAL PRODUCTS

During the December 1994 quarter, sales of metallurgical products increased 27 
percent from the previous year primarily because of strong international 
demand for carbide powders.

For the six month period, sales of metallurgical products rose 27 percent 
primarily because of strong international demand for carbide powders.

GROSS PROFIT MARGIN

As a percentage of sales, the gross profit margin for the December 1994 
quarter was 41.1 percent as compared with 39.4 percent in the prior year.  The 
gross profit margin benefited from a favorable sales mix and increased 
manufacturing efficiencies.  However, these benefits were partially offset by 
higher raw material costs.

For the six month period, the gross profit margin was 41.3 percent, up from 
39.6 percent last year.  The gross profit margin was favorably affected by 
sales mix and increased manufacturing efficiencies.  However, these benefits 
were partially offset by higher raw material costs.

OPERATING EXPENSES

For the quarter ended December 31, 1994, research and development, marketing 
and general and administrative expenses increased five percent as a result of 
higher sales volume and unfavorable foreign currency translation effects.

As a percentage of sales, operating expenses were 30.5 percent for the quarter 
ended December 31, 1994, as compared with 34.3 percent for the same period 
last year.  The operating expense ratio decreased as a result of the decrease 
in general and administrative expenses combined with the increase in 
consolidated sales.

For the six month period, as a percentage of sales, operating expenses were 
30.8 percent, as compared with 34.4 percent in the same period last year.  The 
operating expense ratio decreased as a result of the decrease in general and 
administrative expenses combined with the increase in consolidated sales.

INTEREST EXPENSE

Interest expense was $3.0 million and $6.5 million for the quarter and six 
months ended December 31, 1994, respectively, as compared with $3.6 million 
and $7.7 million, respectively, for the same periods last year.  The decrease 
in both periods was primarily due to the lower amount of debt outstanding 
during the respective periods.  As of December 31, 1994 approximately 39 
percent of the company's total debt was subject to variable interest rates.

INCOME TAXES

For the quarter ended December 31, 1994, the effective tax rate was 42.0 
percent as compared with 32.9 percent in the same period last year.

For the six month period ended December 31, 1994, the effective tax rate was 
42.3 percent.  Excluding the effects of the accounting changes and the 
restructuring charge, the effective tax rate for the comparable prior year 
period was 42.9 percent.

OUTLOOK

In looking to the third quarter ending March 31, 1995, management expects
consolidated sales to increase from the $212 million achieved in the same 
quarter last year.  Sales of metalworking products in the United States should 
continue to benefit from catalog sales and full service supply programs.  In 
addition, international sales are expected to improve as the German economy 
strengthens.  Sales of mining and construction tools should continue to grow 
as a result of increased domestic demand for highway construction and mining 
tools.

                        PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The information set forth in footnote 4 to the condensed consolidated
financial statements, contained in Part I, Item 1 of this Form 10-Q, is
incorporated by reference herein and supplements the information previously
reported in Part I, Item 3(c) of the company's Form 10-K for the year
ended June 30, 1994, which is also incorporated by reference herein.

It is management's opinion, based on its evaluation and discussions with 
outside counsel, that the company has viable defenses to these cases and that, 
in any event, this litigation will not have a materially adverse effect on the 
results of operations or financial position of the company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Part II, Item 4 of the company's September 30, 1994 Form 10-Q is incorporated 
herein by reference.

ITEM 5.  OTHER INFORMATION

On January 30, 1995, the Board of Directors elected A. Peter Held to the 
Board.  Mr. Held joins the company's Board as a result of the retirement of 
Eugene R. Yost.  Mr. Held is President of the Cooper Power Tools Division of 
Cooper Industries.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        (27)   Financial Data Schedule for the six months ended
               December 31, 1994, submitted to the Securities
               and Exchange Commission in electronic format.

    (b) Reports on Form 8-K

        No reports on Form 8-K were filed during the quarter ended
        December 31, 1994.


                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                   KENNAMETAL INC.

Date: February 13, 1995     By:   /s/ RICHARD J. ORWIG
                                 ---------------------
                                 Richard J. Orwig
                                 Vice President
                                 Chief Financial and Administrative Officer



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the December
31, 1994 Condensed Consolidated Financial Statements (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-START>                             JUL-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          10,526
<SECURITIES>                                         0
<RECEIVABLES>                                  147,331
<ALLOWANCES>                                    10,908
<INVENTORY>                                    172,756
<CURRENT-ASSETS>                               344,406
<PP&E>                                         480,345
<DEPRECIATION>                                 238,044
<TOTAL-ASSETS>                                 704,245
<CURRENT-LIABILITIES>                          187,113
<BONDS>                                              0
<COMMON>                                        36,712
                                0
                                          0
<OTHER-SE>                                     306,986
<TOTAL-LIABILITY-AND-EQUITY>                   704,245
<SALES>                                        449,173
<TOTAL-REVENUES>                               449,173
<CGS>                                          263,765
<TOTAL-COSTS>                                  410,087
<OTHER-EXPENSES>                                    45
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,466
<INCOME-PRETAX>                                 39,041
<INCOME-TAX>                                    16,500
<INCOME-CONTINUING>                             22,541
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    22,541
<EPS-PRIMARY>                                      .85
<EPS-DILUTED>                                      .85
        

</TABLE>


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