SC 14D9/A

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

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Hardinge Inc.
(Name of Subject Company)

Hardinge Inc.
(Name of Person Filing Statement)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

412324303
(CUSIP Number of Class of Securities)

Richard L. Simons
President & Chief Executive Officer
Hardinge Inc.
One Hardinge Drive
Elmira, New York 14902-1507
Telephone: 607-378-4107

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

Copies to:

Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        This Amendment No. 3 to the Schedule 14D-9 ("Amendment No. 3"), filed with the Securities and Exchange Commission (the "SEC") on May 19, 2010, amends and supplements the Schedule 14D-9 originally filed with the SEC on April 5, 2010 and amended by Amendment No. 1 on April 6, 2010 and Amendment No. 2 on May 19, 2010 (as amended, the "Statement"), by Hardinge Inc., a corporation existing under the laws of New York ("Hardinge" or the "Company"). The sole purpose of this Amendment No. 3 is to file additional exhibits and update the exhibit index of the Statement accordingly.

ITEM 9.    EXHIBITS.

        "Item 9.—Exhibits" of the Statement is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(a)(8)	Letter to shareholders of Hardinge, dated May 19, 2010.
(a)(9)	Letter to employees of Hardinge, dated May 19, 2010.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

HARDINGE INC.
By:	/s/ RICHARD L. SIMONS Name:  Richard L. Simons Title:    President and Chief Executive Officer

Dated: May 19, 2010

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ITEM 9. EXHIBITS.

SIGNATURE

EX-99.(A)(8)

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Exhibit (a)(8)

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT
ROMI'S OFFER AND NOT TENDER YOUR SHARES TO ROMI

Dear Fellow Hardinge Shareholder:

        On May 10, 2010, Helen Acquisition Corp., a wholly owned subsidiary of Indústrias Romi S.A. (Romi), revised its unsolicited tender offer and offered to acquire your Hardinge shares for $10.00 each.

After careful consideration, including a thorough review of Romi's Offer with our independent financial and legal advisors, Hardinge's Board of Directors unanimously determined that Romi's Offer is not in the best interests of Hardinge and Hardinge's shareholders. Your Board strongly recommends that all Hardinge shareholders reject Romi's Offer and not tender their shares.

        In reaching its recommendation, your Board considered, among other things, that:

•

Hardinge is well-positioned to emerge strongly from the current economic downturn and to benefit significantly as the machine tool industry recovers

•

Romi's Offer is highly inadequate

•

Romi's Offer is opportunistic

•

Romi's Offer values Hardinge at a price significantly below historical valuations and book value per share

•

Romi's Offer remains highly conditional

•

Romi's Offer is coercive

A complete discussion of these reasons and the other material factors contributing to the Board of Directors' recommendation is included in the enclosed Schedule 14D-9. We urge you to read the Schedule 14D-9 carefully and in its entirety so that you will be fully informed as to your Board of Directors' recommendation. The Company's 14D-9 filing and other materials related to Romi' unsolicited proposal are also available in the "Investor Relations" section of the Company's website at www.Hardinge.com, or through the following web address: http://www.hardingeus.com/index.asp?pageId=93. If you have any questions concerning Hardinge's Schedule 14D-9 or need additional copies of Hardinge's publicly-filed materials, please contact Okapi Partners at (877) 279-2311 (Toll-Free).

        We appreciate your continued support.

Best regards,

Kyle H. Seymour
Non-Executive Chairman
Richard L. Simons
President/CEO

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Exhibit (a)(8)

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT ROMI'S OFFER AND NOT TENDER YOUR SHARES TO ROMI

EX-99.(A)(9)

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Exhibit (a)(9)

Fellow employees of Hardinge:

        Hardinge today announced that our Board of Directors, in consultation with our advisors, unanimously rejected an offer from Indústrias Romi S.A. to acquire all of the outstanding shares of Hardinge for $10.00 per share in cash.

        Our Board has recommended that Hardinge shareholders reject the offer and not tender their shares, and in our updated filing with the Securities and Exchange Commission (SEC), we give the reasons for the Board's recommendation. Our press release is attached, and you will be able to find the entire SEC filing in the investor relations section on our website.

        While we cannot predict what Romi may or may not do next, there is no indication that they are prepared to consider a higher offer at this point. Hardinge remains well positioned for future success. The industrial sector and the machine tool industry are beginning to see signs of a recovery, as evidenced by our own strong order rates and improved outlook. Let's build on that success together and remain fully focused on our day-to-day jobs.

        As always, in the event you receive any inquiries beyond the information which is provided, or if you are contacted by media or investors, please direct those inquiries to me or Ed Gaio. I will continue to update you as appropriate if and when there are material developments.

        I thank you for your continued support, hard work and dedication.

Best regards,

Richard L. Simons
President/CEO

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Exhibit (a)(9)