KENNAMETAL INC — Director's Dealing 2003

Jul 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (kmt)
CIK: 0000055242
Period of Report: 2003-07-29

Reporting Person: DUZY STANLEY B (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-29	Common Stock	A	3000	—	Acquired	27223.859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-29	Stock Credits	$0	A	1291.6559	Acquired		Common Stock (1291.6559)	Direct

Footnotes

F1: The amount of securites beneficially owned following reported transaction(s) listed in this column includes 1602.9542 shares acquired pursuant to tax-conditioned plans (exempt under Rule 16b-3(c)). Specifically, the amount includes: (a) 642.481 shares acquired pursuant to the Kennametal Inc. Thrift Plan; (b) 791.5359 shares acquired pursuant to the Kennametal Inc. Employee Stock Purchase Plan; (c) 18.3698 shares acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Employee Stock Purchase Plan; and (d) 150.5711 shares acquired pursuant to the Kennametal Inc. Dividend Reinvestment and Stock Purchase Plan.

F2: Under the Kennametal Inc. Performance Bonus Stock Plan of 1995 ("Plan"): (i) Capital Stock shall be substituted for the Stock Credits (a) in the event of any actual threatened change in control of the company, or (b) as soon as practicable, following the date that such officer ceases (other than by reason of death) to be an officer ("retirement"); (ii) an officer 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 officer, 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 survivor(s) thereof.

F3: This amount includes 174.7591 of stock credits acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Performance Bonus Stock Plan of 1995, 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).

F4: The reporting person received the reported stock credits in lieu of a cash bonus otherwise payable to the reporting person pursuant to the Kennametal Inc. Performance Bonus Stock Plan of 1995.