KENNAMETAL INC
10-Q, 1995-05-12
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 MARCH 31, 1995


                      Commission file number 1-5318


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


          PENNSYLVANIA                        25-0900168
  (State or other jurisdiction             (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 APRIL 30, 1995
- ----------------------------------------    -------------------------------
Capital Stock, par value $1.25 per share             26,546,835



<PAGE>
                         KENNAMETAL INC.
                           FORM 10-Q
               FOR QUARTER ENDED MARCH 31, 1995
               ------------------------------------

                       TABLE OF CONTENTS


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

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets (Unaudited)
             March 31, 1995 and June 30, 1994

          Condensed Consolidated Statements of Income (Unaudited)
             Three months and nine months ended March 31, 1995 and 1994

          Condensed Consolidated Statements of Cash Flows (Unaudited)
             Nine months ended March 31, 1995 and 1994

          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 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>
                                                March 31,       June 30,
                                                  1995            1994
                                              -------------    ---------
<S>                                            <C>             <C>
ASSETS
- ------
Current Assets:
   Cash and equivalents                        $  16,360       $  17,190
   Accounts receivable, less allowance for
      doubtful accounts of $12,398 and $9,328    178,312         143,691
   Inventories                                   192,510         158,179
   Deferred income taxes                          12,561          13,744
                                               ---------       ---------
   Total current assets                          399,743         332,804
                                               ---------       ---------

Property, Plant and Equipment                    497,456         467,652
   Less: accumulated depreciation               (245,114)       (224,554)
                                               ---------       ---------
   Net property, plant and equipment             252,342         243,098
                                               ---------       ---------
Other Assets:
   Investments in affiliated companies             6,684           6,393
   Intangible assets, less accumulated
      amortization of $18,563 and $16,540         31,794          32,141
   Deferred income taxes                          68,950          65,606
   Other                                          20,258          17,490
                                               ---------       ---------
   Total other assets                            127,686         121,630
                                               ---------       ---------

   Total assets                                $ 779,771       $ 697,532
                                               =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
   Current maturities of term debt
      and capital leases                       $   4,521       $   4,364
   Notes payable to banks                         70,843          52,753
   Accounts payable                               54,307          52,148
   Accrued vacation pay                           17,332          15,569
   Other                                          72,564          77,193
                                               ---------       ---------
   Total current liabilities                     219,567         202,027
                                               ---------       ---------

Term Debt and Capital Leases,
   Less Current Maturities                        93,737          90,178
Postretirement Benefits Other Than Pensions       34,342          33,752
Deferred Income Taxes                             20,723          19,279
Other Liabilities                                 22,743          18,048
                                               ---------       ---------
   Total liabilities                             391,112         363,284
                                               ---------       ---------
Minority Interest                                 12,250          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                     85,417          83,839
   Retained earnings                             278,219         245,428
   Treasury shares, at cost (2,824,459 and
      3,015,466 shares)                          (36,915)        (39,247)
   Pension liability adjustment                     (536)           (536)
   Cumulative translation adjustments             13,512          (3,360)
                                               ---------       ---------
   Total shareholders' equity                    376,409         322,836
                                               ---------       ---------
   Total liabilities and shareholders' equity  $ 779,771       $ 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         Nine Months Ended
                                               ------------------        ------------------
                                                   March 31,                  March 31,
                                               1995         1994          1995         1994
                                             --------     --------      --------     --------
<S>                                          <C>          <C>           <C>          <C>
NET SALES                                    $268,064     $211,809      $717,237     $582,641

COSTS AND EXPENSES:
   Cost of goods sold                         148,839      123,380       412,604      347,281
   Research and development                     4,695        3,080        13,477       10,670
   Marketing                                   56,743       49,183       159,847      139,397
   General and administrative                  14,954       14,249        41,396       43,921
   Interest expense                             3,136        3,099         9,602       10,786
   Amortization of intangibles                    363        1,012         1,891        2,971
   Restructuring charge                           -            -             -         24,749
                                             --------     --------      --------     --------
   Total costs and expenses                   228,730      194,003       638,817      579,775
                                             --------     --------      --------     --------

OTHER INCOME (EXPENSE)                           (784)         784          (829)       2,259
                                             --------     --------      --------     --------
INCOME BEFORE TAXES ON INCOME AND
   CUMULATIVE EFFECT OF ACCOUNTING CHANGES     38,550       18,590        77,591        5,125

PROVISION FOR INCOME TAXES                     16,400        7,500        32,900        7,997
                                             --------      -------      --------     --------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGES                       22,150       11,090        44,691       (2,872)

CUMULATIVE EFFECT OF ACCOUNTING CHANGES,
   NET OF INCOME TAXES:
      Postretirement benefits                     -            -             -        (20,060)
      Income taxes                                -            -             -          5,057
                                             --------     --------      --------     --------
NET INCOME (LOSS)                            $ 22,150     $ 11,090      $ 44,691     $(17,875)
                                             ========     ========      ========     ========

AVERAGE SHARES OUTSTANDING
(in thousands)                                 26,524       26,222        26,463       23,692
                                             ========     ========      ========     ========

PER SHARE DATA:

   Earnings (loss) before cumulative
   effect of accounting changes              $   0.84     $   0.43      $   1.69     $  (0.12)

   Cumulative effect of accounting changes:
      Postretirement benefits                     -            -             -          (0.84)
      Income taxes                                -            -             -           0.21
                                             --------     --------      --------     --------

   Earnings (loss) per share                 $   0.84     $   0.43      $   1.69     $  (0.75)
                                             ========     ========      ========     ========

   Dividends per share                       $   0.15     $  0.145      $   0.45     $  0.435
                                             ========     ========      ========     ========

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



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

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                        ------------------
                                                             March 31,
                                                         1995        1994
                                                       --------    --------
<S>                                                    <C>         <C>
OPERATING ACTIVITIES:
   Net income (loss)                                   $ 44,691    $(17,875)
   Adjustments for non-cash items                        38,274      48,877
   Changes in certain assets and liabilities            (60,371)    (12,640)
                                                       --------    --------
   Net cash flow from operating activities               22,594      18,362
                                                       --------    --------
INVESTING ACTIVITIES:
   Purchase of property, plant and equipment            (27,323)    (21,111)
   Purchase of Hertel AG, net of cash                       -       (19,226)
   Other                                                   (385)      4,949
                                                       --------    --------
   Net cash flow used for investing activities          (27,708)    (35,388)
                                                       --------    --------
FINANCING ACTIVITIES:
   Increase in short-term debt                           11,093      11,636
   Increase in term debt                                  5,206       3,938
   Reduction in term debt                                (4,791)    (62,144)
   Net proceeds from issuance of common stock               -        73,692
   Dividend reinvestment and employee stock plans         3,910       8,126
   Cash dividends paid to shareholders                  (11,901)    (10,196)
   Other                                                    -           210
                                                       --------    --------
   Net cash flow from financing activities                3,517      25,262
                                                       --------    --------
   Effect of exchange rate changes on cash                  767       1,044
                                                       --------    --------

CASH AND EQUIVALENTS:
   Net increase (decrease) in cash and equivalents         (830)      9,280
   Cash and equivalents, beginning                       17,190       4,149
                                                       --------    --------
   Cash and equivalents, ending                        $ 16,360    $ 13,429
                                                       ========    ========

SUPPLEMENTAL DISCLOSURES:
   Interest paid                                       $  8,285    $  8,440
   Income taxes paid                                   $ 18,707    $  7,752

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 
	nine months ended March 31, 1995 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 March 31, 1995.  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>
                                         March 31,        June 30,
                                           1995             1994
                                        -------------    ---------
     <S>                                  <C>            <C>
     Finished goods                       $135,594       $112,202
     Work in process and powder blends      67,896         54,831
     Raw materials and supplies             28,085         20,571
                                          --------       --------
     Inventory at current cost             231,575        187,604
     Less LIFO valuation                   (39,065)       (29,425)
                                          --------       --------

       Total inventories                  $192,510       $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 $27.3 million, leaving a balance of $10.9 million at March 31, 
	1995.  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 shares of Hertel at a purchase price of DM128 per share.  
	The company's ownership interest in Hertel as of March 31, 1995 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 $20.0 million, a 
	significant portion of which were cash charges, leaving a balance of 
	$4.4 million at March 31, 1995.  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       Nine Months Ended
                                                  ------------------       -----------------
                                                      March 31,                 March 31,
                                                  1995        1994         1995          1994
                                                --------    --------     --------    -----------
                                                (Actual)    (Actual)     (Actual)    (Pro Forma)
     <S>                                        <C>         <C>          <C>          <C>

     Net sales                                  $268,064    $211,809     $717,237     $595,323
                                                ========    ========     ========     ========

     Income (loss) before cumulative
       effect of accounting changes             $ 22,150    $ 11,090     $ 44,691     $ (4,651)
                                                ========    ========     ========     ========

     Net income (loss)                          $ 22,150    $ 11,090     $ 44,691     $(19,654)
                                                ========    ========     ========     ========

     Per share data:

     Earnings (loss) before cumulative
       effect of accounting changes             $   0.84    $   0.43     $   1.69     $  (0.20)

     Cumulative effect of accounting changes:
       Postretirement benefits                       -           -            -          (0.84)
       Income taxes                                  -           -            -           0.21
                                                --------    --------     --------     --------

     Earnings (loss) per share                  $   0.84    $   0.43     $   1.69     $  (0.83)
                                                ========    ========     ========     ========
     </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 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 March 31, 1995, the company's accrued postretirement benefit
	liability was $36.9 million.

	The components of retiree health care cost for the three and nine month
	periods ended March 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                  (Dollars in thousands)

                           Three months             Nine months
                          Ended March 31          Ended March 31,
                               1995                     1995
                         -----------------        ------------------
      <S>                     <C>                      <C>
      Service cost            $  300                   $  900
      Interest cost              725                    2,175
                              ------                   ------

        Total cost            $1,025                   $3,075
                              ======                   ======
</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 
	third 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.

9.	On May 8, 1995, management initiated a plan to integrate Hertel Cutting 
	Technologies Inc. into the Metalworking Systems Division of Kennametal 
	Inc.  The integration is expected to result in operational efficiencies 
	and cost savings.  Management does not expect that the implementation of 
	the plan will have a significant effect on the results of operations or 
	financial position of the company.

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 March 31, 1995.  The ratio of current 
assets to current liabilities was 1.8 as of March 31, 1995 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 March 
31, 1995 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 June 30, 1994.

Capital expenditures are estimated to be $40-45 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 March 31, 1995, consolidated sales were $268 million, 
up 27 percent from $212 million in the same quarter last year.

Net income for the March 1995 quarter was $22.2 million, or $0.84 per share, 
as compared with $11.1 million, or $0.43 per share last year.

During the nine month period ended March 31, 1995, consolidated sales were 
$717 million, up 23 percent from $583 million last year.  The prior year sales 
include only eight months of Kennametal Hertel AG (Hertel) revenues.  Hertel 
is a German toolmaker acquired by Kennametal in August 1993.

For the nine month period, net income was $44.7 million, or $1.69 per share, 
as compared with a net loss of $17.9 million, or $0.75 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 March 31,      Nine Months Ended March 31,
                          -------------------------------  -----------------------------
                            1995       1994    % Change      1995      1994     % Change
                          ---------  --------  --------    --------  ---------  --------
<S>                       <C>        <C>         <C>       <C>        <C>         <C>
Sales by Product Class:
Metalworking              $235,134   $180,412    30.3      $616,352   $491,524    25.4
Mining and construction     25,006     25,293    (1.1)       78,780     73,865     6.7
Metallurgical                7,924      6,104    29.8        22,105     17,252    28.1
                          --------   --------              --------   --------

   Net sales              $268,064   $211,809    26.6      $717,237   $582,641    23.1
                          ========   ========              ========   ========

Sales by Geographic Area:
Within the U.S.           $164,605   $134,777    22.1      $446,504   $377,112    18.4
Foreign and export         103,459     77,032    34.3       270,733    205,529    31.7
                          --------   --------              --------   --------

   Net sales              $268,064   $211,809    26.6      $717,237   $582,641    23.1
                          ========   ========              ========   ========
</TABLE>



METALWORKING PRODUCTS

During the March 1995 quarter, worldwide sales of metalworking products 
increased 30 percent from those of the prior year.

In the United States, sales of metalcutting inserts and toolholding devices 
increased 21 percent.  Total sales of industrial supply products increased 31 
percent as a result of increased sales through mail order catalogs and full 
service supply programs.

International sales of metalworking products increased 42 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, international metalworking sales increased an estimated 
26 percent.

For the nine month period, worldwide sales of metalworking products increased 
25 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 26 percent from last year.  The prior year sales include only eight 
months of Hertel revenues.

MINING AND CONSTRUCTION PRODUCTS

During the March 1995 quarter, sales of mining and construction tools 
decreased one percent from the previous year because of weak international 
demand for highway construction and mining tools.  Domestic demand for highway 
construction and mining tools remains fairly strong, with sales increasing 
seven percent when compared to the prior year.

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

METALLURGICAL PRODUCTS

During the March 1995 quarter, sales of metallurgical products increased 30 
percent from the previous year primarily because of strong international 
demand for carbide powders.

For the nine month period, sales of metallurgical products rose 28 percent 
primarily because of strong international demand for carbide powders.

GROSS PROFIT MARGIN

As a percentage of sales, the gross profit margin for the March 1995 quarter 
was 44.5 percent as compared with 41.7 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 nine month period, the gross profit margin was 42.5 percent, up from 
40.4 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 March 31, 1995, research and development, marketing and 
general and administrative expenses increased 15 percent as a result of higher 
sales volume and unfavorable foreign currency translation effects.

As a percentage of sales, operating expenses were 28.5 percent for the quarter 
ended March 31, 1995, as compared with 31.4 percent for the same period last 
year.  The operating expense ratio decreased as a result of the containment of 
general and administrative expenses combined with the increase in consolidated 
sales.

For the nine month period, as a percentage of sales, operating expenses were 
29.9 percent, as compared with 33.3 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 $3.1 million and $9.6 million for the quarter and nine 
months ended March 31, 1995, respectively, as compared with $3.1 million and 
$10.8 million, respectively, for the same periods last year.  The decrease in 
the nine month period was primarily due to the lower amount of debt 
outstanding during the periods.  As of March 31, 1995 approximately 43 percent 
of the company's total debt was subject to variable interest rates.

INCOME TAXES

For the quarter ended March 31, 1995, the effective tax rate was 42.5 percent 
as compared with 40.3 percent in the same period last year.

For the nine month period ended March 31, 1995, the effective tax rate was 
42.4 percent.  Excluding the effects of the accounting changes and the 
restructuring charge, the effective tax rate for the comparable prior year 
period was 41.6 percent.

OUTLOOK

In looking to the fourth quarter ending June 30, 1995, management expects
consolidated sales to increase from the $220 million achieved in the same 
quarter last year.  Sales of metalworking products in the United States should 
continue to benefit from favorable economic conditions and catalog sales.  
International sales are expected to continue to grow as the German economy 
expands.  Sales of mining and construction tools should grow as a result of 
increased domestic demand for highway construction 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 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        (27)   Financial Data Schedule for the nine months ended
               March 31, 1995, 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
        March 31, 1995.


                              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: May 12, 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 March 31, 1995 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>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-START>                             JUL-01-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                          16,360
<SECURITIES>                                         0
<RECEIVABLES>                                  190,710
<ALLOWANCES>                                    12,398
<INVENTORY>                                    192,510
<CURRENT-ASSETS>                               399,743
<PP&E>                                         497,456
<DEPRECIATION>                                 245,114
<TOTAL-ASSETS>                                 779,771
<CURRENT-LIABILITIES>                          219,567
<BONDS>                                              0
<COMMON>                                        36,712
                                0
                                          0
<OTHER-SE>                                     339,697
<TOTAL-LIABILITY-AND-EQUITY>                   779,771
<SALES>                                        717,237
<TOTAL-REVENUES>                               717,237
<CGS>                                          412,604
<TOTAL-COSTS>                                  638,817
<OTHER-EXPENSES>                                   829
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,602
<INCOME-PRETAX>                                 77,591
<INCOME-TAX>                                    32,900
<INCOME-CONTINUING>                             44,691
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    44,691
<EPS-PRIMARY>                                     1.69
<EPS-DILUTED>                                     1.69
        


</TABLE>


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