8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report                                            September 3, 1996



                         Commission File Number 0-21828

                           GREENFIELD INDUSTRIES, INC.
                                    DELAWARE

                               470 Old Evans Road
                              Evans, Georgia 30809
                                  706/863-7708

                       I.R.S. Employment I. D. 04-2917072






Item 5.   OTHER EVENTS

On September 3, 1996, Greenfield Industries, Inc. (the "Company") issued a press
release concerning  expected results for the fiscal quarter ending September 30,
1996, a copy of which is attached hereto as an exhibit,  and incorporated herein
by reference thereto.


ITEM 7.   EXHIBITS

        (a)    Press Relesase of the Company dated September 3, 1996.






                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                            GREENFIELD INDUSTRIES, INC.

Date: September 6, 1996                     by /s/ Gary L. Weller
                                               _________________________________
                                               Gary L. Weller
                                               Senior Vice President and
                                               Chief Financial Officer






                                INDEX TO EXHIBITS

a)      Press Release of the Company dated September 3, 1996.

EX-99

        Contacts:     Gary L. Weller
                      Senior Vice President
                      and Chief Financial Officer
                      (706)650-4218


                               GREENFIELD INDUSTRIES, INC.
                  ANTICIPATES THIRD QUARTER RESULTS BELOW EXPECTATIONS
                   -- MANAGEMENT ANNOUNCES NEW COST CUTTING PLANS --

        Augusta,  Georgia -- September 3, 1996 --  Greenfield  Industries,  Inc.
        (NASDAQ:  GFII)  announced today that it expects to report net sales for
        the third quarter ending September 30, 1996 in the range of $115 million
        to $125  million  and net  income in the range of $5.3  million  to $6.3
        million or $.28 and $.33 per share fully diluted, respectively,  after a
        restructuring  charge of $3.0 million  ($1.8  million net of tax or $.10
        per share fully diluted).  The Company added that it anticipates results
        for the quarter will be reported in early November, 1996.

        Paul W. Jones, President and Chief Executive Officer of Greenfield, said
        "During the quarter,  certain of our business groups have  experienced a
        softening in the marketplace  caused by inventory  destocking and softer
        market  conditions.  The effect of these lower sales  combined  with the
        Company's reduced  production  levels relating  thereto,  will result in
        lower  profitability for the quarter."  Industrial sales are expected to
        increase  approximately  12% as compared  to the third  quarter of 1995,
        totally driven by sales from newly acquired businesses.  However,  sales
        of the  industrial  products,  excluding  acquisitions  are  expected to
        decline  approximately  3% as  compared  to the third  quarter  of 1995.
        Recently however, our order rates have improved.

        Mr. Jones continued "In connection with this soft market we have reduced
        production in certain  facilities to match customer demand,  temporarily
        resulting in lower plant efficiencies and higher costs. At the same time
        however,  we have accelerated  other cost reduction plans as part of our
        ongoing streamlining and productivity programs."

        With respect to the electronics group, sales are expected to increase by
        approximately  5% as compared to the third  quarter of 1995.  The market
        has been softer than previously expected due to overstocked  inventories
        resulting in delayed orders.  Orders were very sluggish at the beginning
        of the  quarter,  but have  recovered  to rates near or above the second
        quarter




        1996 rates as most  markets  have  rebounded  and selling  efforts  into
        certain markets, primarily the Pacific-Rim,  are resulting in new sales.
        Sales for the remaining four business groups of the Company  continue to
        increase in line with the Company's expectations.

        The Company also announced a restructuring  charge of $3.0 million ($1.8
        million net of tax) for severance  and certain  other charges  primarily
        relating  to  the  continuing  effects  of  the  reorganization  of  the
        Company's  business  groups.  In  connection  with this  reorganization,
        certain  functions were  identified as redundant and will be combined or
        eliminated,  with the objective to make each business group more focused
        and responsive to each of their respective customer bases.

        Mr. Jones also stated "On a longer term basis,  we are excited about the
        various  markets  which  we  serve,  particularly  as we  introduce  new
        marketing  and  promotional  programs,  expand  internationally  through
        several of our business groups into new markets and expand  domestically
        through new and exciting consumer channels.  In addition to our emphasis
        on  increasing  sales,  we will  continue  to  focus on  reducing  costs
        throughout all of our operations.  We believe that the  fundamentals are
        in  place  for us to stay on  course  for a strong  1997 and to  prosper
        through new sales opportunities and further cost reductions."

        Certain  statements  included  herein  are  forward-looking  statements.
        Actual  results  could differ  materially  from those  anticipated  as a
        result of various factors,  including downturns,  the ability to achieve
        cost reductions  through  consolidation  and  restructuring  of acquired
        companies,   and   possible   future   acquisitions   that  may  not  be
        complementary or additive.

        Greenfield  Industries,  Inc. is  a  leading  worldwide  manufacturer of
        expendable cutting  tools  and  related   products  used  in  a  variety
        of   industrial,  electronics,   energy  and  construction,   engineered
        products, consumer and marine markets.

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