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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BARTLETT PETER B
(Last) (First) (Middle)
BROWN BROTHERS HARRIMAN & CO.
140 BROADWAY
(Street)
NEW YORK NY 10005
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Credits(1) (2) 07/27/2004 A 244.0513 (3) (3) Common Stock 244.0513 $40.975 23,633.322 D
Stock Option (right to buy) $40.975 07/27/2004 A 4,500 (5) 07/26/2014 Common Stock 4,500 (4) 4,500 D
Explanation of Responses:
1. The number of securities reported in Column 9 includes 93.0426 of stock credits acquired pursuant to a dividend reinvestment feature of the Kennametal Inc. Directors Stock Incentive Plan, as amended. The Company maintains a separate Dividend Reinvestment Plan available to its shareholders that satisfies the requirements of Rule 16a-11 of the Securities Exchange Act of 1934, as amended.
2. 1-for-1
3. 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 director ("retirement"), unless the reporting person has elected to receive the common stock represented by the stock credits following retirement; provided, however, that the stock credits will not become payable prior to the third anniversary of the date of issuance.
4. Not applicable.
5. Option is exercisable in three equal annual installments, commencing on the first anniversary of the grant date.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
By: David W. Greenfield For: Peter B. Bartlett 07/27/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                      Exhibit 24

                             POWER OF ATTORNEY

I, Peter B. Bartlett, appoint David W. Greenfield, Kevin G. Nowe
and Tara Breslin Vittone, signing singly, attorney-in-fact to:

(1) Execute on my behalf and in my capacity as a director and/or
    an office of Kennametal Inc., a Pennsylvania corporation (the
    "Company"), Forms 3, 4 and 5 (the "Form" or "Forms") in
    accordance with Section 16(a) of the Securities Exchange Act
    of 1934 (the "Act") and the rules thereunder; and

(2) Perform any and all acts on my behalf which may be necessary
    or desirable to complete and execute any Form and timely file
    such Form with the United States Securities and Exchange
    Commission and any stock exchange or similar authority; and

(3) Take any other action in connection with the foregoing which,
    in the opinion of such attorney-in-fact, may be of benefit to,
    in the best interest of, or legally required by me, it being
    understood that the documents executed by such attorney-in-fact
    on my behalf pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such
    attorney-in-fact may approve in his discretion.

I grant to each such attorney-in-fact full power and authority to
do and perform any act necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as I might or could do if personally
present.  I ratify and confirm all that such attorney-in-fact
shall lawfully do by the rights and powers granted by this
Power of Attorney.  Each attorney-in-fact shall have full power
of substitution or revocation.

I acknowledge that the attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company
assuming, any of my responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until
I am no longer required to file the Forms with respect to my
holdings of and transactions in securities issued by the Company,
unless I earlier revoke it in a signed writing delivered to the
Office of the Secretary of the Company for distribution to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of July, 2003.

PETER B. BARTLETT
PETER B. BARTLETT