S-3/A

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As filed with the Securities and Exchange Commission on June 30, 2006

Registration No. 333-115595

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3

TO

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HARDINGE INC.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction
of incorporation or organization) 16-0470200
(I.R.S. Employer
Identification Number)

One Hardinge Drive
Elmira, New York 14902-1507
(607) 734-2281
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

J. Patrick Ervin
Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902-1507
(607) 734-2281
(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

J. Philip Hunter, Esq.	David J. Murray, Esq.
Sayles & Evans	Richard C. Leska, Esq.
One West Church Street	Phillips Lytle LLP
Elmira, New York 14901	3400 HSBC Center
(607) 734-2271	Buffalo, New York 14203
Fax (607) 734-1754	(716) 847-8400
	Fax (716) 852-6100

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [    ]

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   [  X  ]

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If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [   ]

________________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Common Stock, $0.01 par value per share.	$50,000,000	$6,335

__________________________

(1)	An indeterminate number of shares of common stock is being registered as may be issued at various times at indeterminate prices, with an aggregate public offering price not to exceed $50,000,000.
(2)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933. The registration fee was previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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STATEMENT REGARDING THIS AMENDMENT

          Hardinge Inc. is amending this registration statement on Form S-3 to amend Item 16 hereof to file updated versions of exhibits 5.1 and 23.1.

ITEM 16. EXHIBITS

          The exhibits to the Registration Statement are listed in the Exhibit Index which appears on page II-4 of this Registration Statement and is hereby incorporated by reference.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmira, State of New York, on June 30, 2006.

HARDINGE INC.


By:  /s/ J. PATRICK ERVIN                                  
        J. Patrick Ervin,
        Chairman, President and CEO

                    *

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  J. PATRICK ERVIN                   J. Patrick Ervin	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	June 30, 2006
Charles R. Trego*, Jr.	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	June 30, 2006
Daniel J. Burke*	Director	June 30, 2006
Kyle H. Seymour*	Director	June 30, 2006
John J. Perrotti*	Director	June 30, 2006
Douglas A. Greenlee*	Director	June 30, 2006
J. Philip Hunter*	Secretary and Director	June 30, 2006
Mitchell I. Quain*	Director	June 30, 2006
* By:  /s/ J. PATRICK ERVIN                        Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number		Description of Document
1.1		Form of Underwriting Agreement.*
4.1		Form of Common Stock Certificate. Filed as Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-91747) and incorporated herein by reference.
5.1		Opinion of Phillips Lytle LLP.
23.1		Consent of Ernst & Young LLP.
23.4		Consent of Phillips Lytle LLP. Included in the opinion filed as Exhibit 5.1.
24.1		Power of Attorney.**
*	To be filed by amendment or by Current Report on Form 8-K pursuant to Item 601(b) of Regulation S-K.
**	Previously filed.

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EX-5.1

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Exhibit 5.1

PHILLIPS LYTLE LLP

June 30, 2006

Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902

Ladies and Gentlemen:

This opinion is furnished in connection with the registration pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of shares of common stock, par value $0.01 per share (the "Shares") of Hardinge Inc., a New York corporation (the "Company").

In connection with rendering this opinion, we have examined the following documents: the Restated Certificate of Incorporation, as heretofore amended, and By-laws of the Company, as heretofore amended; such records of corporate proceedings of the Company as we deemed material; an executed copy of the Registration Statement on Form S-3, as amended (Registration No. 333-115595), under the Securities Act relating to the Shares (the "Registration Statement") and the prospectus contained therein; and such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. With respect to all the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are attorneys admitted to practice in the State of New York. We express no opinion concerning the laws of any jurisdiction other than the laws of the Un ited States of America and the State of New York.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, assuming they will be issued against the consideration established by the Company's board of directors in applicable authorizing resolutions, will be validly issued, fully paid and non-assessable.

The foregoing assumes that all requisite steps have been and will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws regulating the offer and sale of securities.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus.

Very truly yours,

/s/ PHILLIPS LYTLE LLP

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EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Amendment No. 3 to the Registration Statement on Form S-3 (Registration No. 333-115595) and related Prospectus of Hardinge Inc. for the registration of its common stock of our reports dated March 10, 2006, with respect to the consolidated financial statements and schedule of Hardinge Inc., Hardinge Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Hardinge Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

	Ernst & Young LLP
Buffalo, New York June 29, 2006

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