KENNAMETAL INC — Director's Dealing 2004

Jul 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (KMT)
CIK: 0000055242
Period of Report: 2004-07-27

Reporting Person: GRASBERGER F NICHOLAS III (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-27	Common Stock	A	1900	—	Acquired	46417.2533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-27	Employee Stock Option (right to buy)	$40.975	A	8600	Acquired	2014-07-26	Common Stock (8600)	Direct
2004-07-27	Stock Credits	$	A	3892.5717	Acquired		Common Stock (3892.5717)	Direct

Footnotes

F1: Not applicable.

F2: Option is exercisable in three equal annual installments, commencing on the first anniversary of the grant date.

F3: This amount includes 203.6362 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: 1-for-1

F5: 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.

F6: The stock credits become payable in common stock (i) in the event of a change of control of the company, or (ii) on the date that the reporting person ceases (other than by reason of death) to be an officer ("retirement"), unless the reporting person has elected to receive the common stock represented by the stock credits following retirement.