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                                                                   Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                 OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___

                       THE FIRST NATIONAL BANK OF CHICAGO
               (Exact name of trustee as specified in its charter)

    A National Banking Association                       36-0899825
                                                      (I.R.S. employer
                                                   identification number)

One First National Plaza, Chicago, Illinois              60670-0126
 (Address of principal executive offices)                (Zip Code)

                       The First National Bank of Chicago
                      One First National Plaza, Suite 0286
                          Chicago, Illinois 60670-0286
             Attn: Lynn A. Goldstein, Law Department (312) 732-6919
            (Name, address and telephone number of agent for service)

                             ----------------------
                             Kennametal Financing I
         (Exact name of obligors as specified in their trust agreements)

         Pennsylvania                                          52-2064104
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                          identification number)

          c/o Kennametal Inc.
Route 981 South at Westmoreland County Airport
         Latrobe, Pennsylvania                                   15650
  (Address of principal executive offices)                     (Zip Code)

                 Preferred Securities of Kennametal Financing I
                         (Title of Indenture Securities)



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Item 1.           General Information.  Furnish the following
                  information as to the trustee:

                  (a) Name and address of each examining or supervising
                  authority to which it is subject.

                  Comptroller of Currency, Washington, D.C., Federal Deposit
                  Insurance Corporation, Washington, D.C., The Board of
                  Governors of the Federal Reserve System, Washington D.C.

                  (b) Whether it is authorized to exercise corporate trust
                  powers.

                  The trustee is authorized to exercise corporate trust powers.

Item 2.           Affiliations With the Obligor.  If the obligor
                  is an affiliate of the trustee, describe each
                  such affiliation.

                  No such affiliation exists with the trustee.

Item 16.          List of exhibits.  List below all exhibits filed as a
                  part of this Statement of Eligibility.

                  1.  A copy of the articles of association of the
                      trustee now in effect.*

                  2.  A copy of the certificates of authority of the trustee to
                      commence business.*

                  3.  A copy of the authorization of the trustee to exercise
                      corporate trust powers.*

                  4.  A copy of the existing by-laws of the trustee.*

                  5.  Not Applicable.

                  6.  The consent of the trustee required by Section 321(b) of
                      the Act.


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                  7.  A copy of the latest report of condition of the trustee
                      published pursuant to law or the requirements of its
                      supervising or examining authority.

                  8.  Not Applicable.

                  9.  Not Applicable.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, The First National Bank of Chicago, a national
         banking association organized and existing under the laws of the United
         States of America, has duly caused this Statement of Eligibility to be
         signed on its behalf by the undersigned, thereunto duly authorized, all
         in the City of Chicago and State of Illinois, on the 12th day of
         January, 1998.

                      The First National Bank of Chicago,
                      Trustee

                      By   /s/ STEVEN M. WAGNER
                         -------------------------------------------
                           Steven M. Wagner
                           Vice President

* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of ITT
Corporation, filed with the Securities and Exchange Commission on October 15,
1996 (Registration No. 333-07221).


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                                    EXHIBIT 6

                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT

                                                        January 12, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of the Amended and Restated Agreement of
Trust of Kennametal Financing I Dated as of January ___, 1998, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.

                                             Very truly yours,

                                             The First National Bank of Chicago

                                             By: /s/ STEVEN M. WAGNER
                                                --------------------------
                                                 Steven M. Wagner
                                                 Vice President


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                                    EXHIBIT 7
<TABLE>
<S>                                 <C>                                         <C>
Legal Title of Bank:                The First National Bank of Chicago          Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address:                            One First National Plaza, Ste 0303                              Page RC-1
City, State Zip                     Chicago, IL  60670
FDIC Certificate No.:               0/3/6/1/8
</TABLE>

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
                                                                          Dollar Amounts in                  C400
                                                                               Thousands          RCFD    BIL MIL THOU
                                                                          -----------------       ----    ------------
<S>                                                                         <C>                   <C>       <C>               <C> 
ASSETS

1.  Cash and balances due from depository institutions 
    (from Schedule RC-A):
    a. Noninterest-bearing balances and currency and coin(1)..............                        0081      4,499,157         1.a.
    b. Interest-bearing balances(2).......................................                        0071      6,967,103         1.b.
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A)..........                        1754              0         2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D).......                        1773      5,251,713         2.b.
3.  Federal funds sold and securities purchased under agreements to
    resell                                                                                        1350      5,561,976         3.
4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule
    RC-C).................................................................. RCFD 2122 24,171,565                              4.a.
    b. LESS: Allowance for loan and lease losses........................... RCFD 3123    419,216                              4.b.
    c. LESS: Allocated transfer risk reserve............................... RCFD 3128          0                              4.c.
    d. Loans and leases, net of unearned income, allowance, and
    reserve (item 4.a minus 4.b and 4.c)...................................                       2125     23,752,349         4.d.
5.  Trading assets (from Schedule RD-D)....................................                       3545      6,238,805         5.
6.  Premises and fixed assets (including capitalized leases)...............                       2145        717,303         6.
7.  Other real estate owned (from Schedule RC-M)...........................                       2150          7,187         7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M).........................................                       2130         77,115         8.
9.  Customers' liability to this bank on acceptances outstanding...........                       2155        614,921         9.
10. Intangible assets (from Schedule RC-M).................................                       2143        277,105        10.
11. Other assets (from Schedule RC-F)......................................                       2160      2,147,141        11.
12. Total assets (sum of items 1 through 11)...............................                       2170     56,108,875        12.
</TABLE>

-------------

(1) Includes cash items in process of collection and unposted debits. 

(2) Includes time certificates of deposit not held for trading.


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<TABLE>
<S>                                 <C>                                         <C>
Legal Title of Bank:                The First National Bank of Chicago          Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address:                            One First National Plaza, Ste 0303                                    Page RC-2
City, State Zip:                    Chicago, IL  60670
FDIC Certificate No.:               0/3/6/1/8
</TABLE>

Schedule RC-Continued

<TABLE>
<CAPTION>
                                                                         Dollar Amounts in
                                                                              Thousands                       Bil Mil Thou
                                                                         -----------------                    ------------
<S>                                                                      <C>                   <C>             <C>           <C>
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C
       from Schedule RC-E, part 1)......................................                       RCON 2200       21,496,468    13.a
       (1) Noninterest-bearing(1)....................................... RCON 6631  8,918,843                                13.a.1
       (2) Interest-bearing............................................. RCON 6636 12,577,625                                13.a.2
    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II)...............................                       RCFN 2200       14,164,129    13.b.
       (1) Noninterest bearing.......................................... RCFN 6631    352,399                                13.b.1
       (2) Interest-bearing............................................. RCFN 6636 13,811,730                                13.b.2
14. Federal funds purchased and securities sold under agreements
    to repurchase:                                                                             RCFD 2800        3,894,469    14
15. a. Demand notes issued to the U.S. Treasury                                                RCON 2840           68,268    15.a
    b. Trading Liabilities(from Schedule RC-D)..........................                       RCFD 3548        5,247,232    15.b
16. Other borrowed money:
    a. With a remaining  maturity of one year or less...................                       RCFD 2332        2,608,057    16.a
    b. With a remaining  maturity of than one year through three years..                            A547          379,893    16.b
 .   c. With a remaining maturity of more than three years ..............                            A548          323,042    16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding.............                       RCFD 2920          614,921    18
19. Subordinated notes and debentures (2)...............................                       RCFD 3200        1,700,000    19
20. Other liabilities (from Schedule RC-G)..............................                       RCFD 2930        1,222,121    20
21. Total liabilities (sum of items 13 through 20)......................                       RCFD 2948       51,718,600    21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.......................                       RCFD 3838                0    23
24. Common stock........................................................                       RCFD 3230          200,858    24
25. Surplus (exclude all surplus related to preferred stock)............                       RCFD 3839        2,989,408    25
26. a. Undivided profits and capital reserves...........................                       RCFD 3632        1,175,518    26.a.
    b. Net unrealized holding gains (losses) on available-for-sale
       securities.......................................................                       RCFD 8434           26,750    26.b.
27. Cumulative foreign currency translation adjustments.................                       RCFD 3284           (2,259)   27
28. Total equity capital (sum of items 23 through 27)...................                       RCFD 3210        4,390,275    28
29. Total liabilities and equity capital (sum of items 21 and 28).......                       RCFD 3300       56,108,875    29
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

<TABLE>
<S>                                                                                                          <C>               <C>
1.  Indicate in the box at the right the number of the statement below that best describes the  most          Number
    comprehensive level of auditing work performed for the bank by independent external                      -------
    auditors as of any date during 1996 . . . . . . . .  . . . . . . . . . . . . . . .RCFD 6724....            N/A.            M.1
                                                                                                             -------
</TABLE>

<TABLE>
<S>                                                                <C>
1 =  Independent audit of the bank conducted in accordance         4.=  Directors' examination of the bank performed by other
     with generally accepted auditing standards by a certified          external auditors (may be required by state chartering
     public accounting firm which submits a report on the bank          authority)
2 =  Independent audit of the bank's parent holding company        5 =  Review of the bank's financial statements by external
     conducted in accordance with generally accepted auditing           auditors
     standards by a certified public accounting firm which         6 =  Compilation of the bank's financial statements by external
     submits a report on the consolidated holding company               auditors
     (but not on the bank separately)                              7 =  Other audit procedures (excluding tax preparation work)
3 =  Directors' examination of the bank conducted in               8 =  No external audit work
     accordance with generally accepted auditing standards
     by a certified public accounting firm (may be required by
     state chartering authority)
</TABLE>

--------------

(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits. 

(2) Includes limited-life preferred stock and related surplus.


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