KENNAMETAL INC — Director's Dealing 2003

Aug 27, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (KMT)
CIK: 0000055242
Period of Report: 2003-08-25

Reporting Person: BARTLETT PETER B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-25	Stock Credits	$0	A	354.914	Acquired		Common Stock (354.914)	Direct

Footnotes

F1: The number of securities reported in Column 9 includes 99.2576 of stock credits acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Directors Stock Incentive Plan, the terms of which are substantially similar to the Dividend Reinvestment Plan available to Kennametal's shareholders (exempt pursuant to Rule 16a-11 of the Securities Exchange Act of 1934). Please note that this footnote is included in Column 1 because the third party software currently employed does not support footnotes to Column 9.

F2: Under the Kennametal Inc. Directors Stock Incentive Plan ("Plan"); (i) Capital Stock shall be substituted for the Stock Credits (a) in the event of any actual or threatened change in control of the company, or (b) as soon as practicable, following the date that such non-employee director ceases (other than by reason of death) to be a non-employee director ("retirement"); (ii) a non-employee director may elect to receive the Capital Stock represented by the Stock Credits in monthly or annual installments following retirement; and (c) in the event of the death of the non-employee director, the Stock Credit account to which he or she was entitled shall be converted to cash and distributed in a lump sum to such person(s) or the survivors thereof.

F3: Under the Kennametal Inc. Directors Stock Incentive Plan ("Plan"); (i) Capital Stock shall be substituted for the Stock Credits (a) in the event of any actual or threatened change in control of the company, or (b) as soon as practicable, following the date that such non-employee director ceases (other than by reason of death) to be a non-employee director ("retirement"); (ii) a non-employee director may elect to receive the Capital Stock represented by the Stock Credits in monthly or annual installments following retirement; and (c) in the event of the death of the non-employee director, the Stock Credit account to which he or she was entitled shall be converted to cash and distributed in a lump sum to such person(s) or the survivors thereof.