<PAGE>   1


                                   FORM 10-K
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 

(MARK ONE)
      [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                               OR
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 
                  FOR THE TRANSITION PERIOD FROM              TO 
                                                 ------------    ------------

                        Commission File number 0-21828

                             ---------------------
 
                          GREENFIELD INDUSTRIES, INC.
             [EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER]
 
                  DELAWARE                                   04-2917072    
      (State or Other Jurisdiction of                     (I.R.S. Employer 
       Incorporation or Organization)                   Identification No.)
           2743 PERIMETER PARKWAY                                          
          BUILDING 100, SUITE 100                                          
              AUGUSTA, GEORGIA                                 30909       
  (Address of Principal Executive Offices)                   (Zip Code)    
 
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (706) 863-7708
                             ---------------------
 
     SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                                          NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                                ON WHICH REGISTERED
        -------------------                               ---------------------
                                      None
 
         SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                                  COMMON STOCK
                            SERIES A PREFERRED STOCK
                        PREFERRED STOCK PURCHASE RIGHTS
                             (TITLE OF EACH CLASS)

                             ---------------------
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No.
                                             ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
 
     As of March 21, 1997, the aggregate market value of the voting stock held
by non-affiliates (16,047,476 shares) of the registrant was $365,080,079 (based
on the closing price, on such date, of $22.75 per share).
 
     As of March 21, 1997 there were 16,398,257 shares of common stock, $0.01
par value, outstanding.
                             ---------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  Annual Report to Stockholders for the Year Ended December 31, 1996 (portion)
(Parts I, II and IV). Proxy Statement dated March 27, 1997 (portion) (Part III).

================================================================================

<PAGE>   2
 
                         GREENFIELD INDUSTRIES, INC.
 
                              INDEX TO FORM 10-K
 
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                    <C>                                                                             <C>
                                                              Part I
Item 1                 Business........................................................................   3
Item 2                 Properties......................................................................  10
Item 3                 Legal Proceedings...............................................................  10
Item 4                 Submission of Matters to a Vote of Security Holders.............................  10
                                                             Part II
Item 5                 Market for Registrant's Common Stock and Related Stockholder Matters............  11
Item 6                 Selected Data...................................................................  11
Item 7                 Management's Discussion and Analysis of Financial Condition and Results of
                         Operations....................................................................  11
Item 8                 Financial Statements and Supplementary Data.....................................  11
Item 9                 Changes in and Disagreements with Accountants on Accounting and Financial
                         Disclosure....................................................................  11
                                                             Part III
Item 10                Directors and Executive Officers of the Registrant..............................  12
Item 11                Executive Compensation..........................................................  12
Item 12                Security Ownership of Certain Beneficial Owners and Management..................  12
Item 13                Certain Relationships and Related Transactions..................................  12
                                                             Part IV
Item 14                Exhibits, Financial Statement Schedules, and Reports on Form 8-K................  13

</TABLE>
 
                                        2

<PAGE>   3
 
                                    PART I
 
ITEM 1. BUSINESS
 
  GENERAL
 
     Greenfield Industries, Inc. ("Greenfield" or the "Company") is one of the
four largest manufacturers of expendable cutting tools and related products used
primarily in industrial applications and the largest North American producer of
expendable rotary cutting tools, which constituted the majority of the Company's
1996 sales. Rotary cutting tools are consumable cylindrical fluted tools used to
cut, bore, shape, mill and thread industrial materials. Greenfield's products
are consumed during use and are replaced by purchasers on a periodic basis.
Based on internal estimates, the Company believes that it maintains one of the
two largest market shares in each of the principal product lines in which it is
described herein as a leading manufacturer.
 
     Greenfield's products are sold in six principal markets: industrial,
electronics, energy and construction, engineered products, consumer and marine.
The Company produces industrial products used by manufacturers in a broad
cross-section of industries to cut metal and other industrial materials. The
Company is also a leading manufacturer of small diameter drills and routers used
in the manufacture of circuit boards; carbide products used in energy and
construction and engineered products applications; and consumer drill bits
marketed under private label and proprietary brands, including Sears' line of
Craftsman(R) drill bits, which the Company has supplied for more than 65 years.
The Company's presence in the consumer market was substantially expanded in
January 1996 as a result of the acquisition of Rule Industries, Inc. ("Rule"), a
manufacturer of consumer saws and other hardware products. The Company's
consumer products are sold primarily to consumers and tradesmen through major
do-it-yourself hardware suppliers, such as Home Depot, retail chains and buying
cooperatives, among whom the Company has not historically had significant market
penetration. The Company offers products made from high-speed steel and tungsten
carbide materials; each accounts for approximately half of the Company's
revenues. In addition, the Company manufactures and markets a line of marine
products. Sales and operational data by geographic area, including export sales,
can be found in Note 15 to the Consolidated Financial Statements included in the
Company's Annual Report to Stockholders for the year ended December 31, 1996
(the "Annual Report"), which is incorporated herein by reference thereto.
 
     Greenfield has grown through complementary acquisitions and has benefited
from operating efficiencies achieved through consolidations of operations and
rationalizations of excess capacity. The Company is the successor to a group of
complementary cutting tool businesses acquired since 1986. Greenfield was
organized in 1986 in connection with the acquisition of the Cutting Tools
Division of TRW, Inc. ("TRW"). Concurrently, Rogers Tool Works, Inc. ("RTW") was
organized for the purpose of acquiring TRW's Carbide Division. These acquired
businesses had net sales of approximately $89 million for the twelve months
ended May 31, 1987. The Company has grown to 1996 consolidated net sales of
approximately $510.1 million. Since 1986, more than 20 additional complementary
businesses have been acquired by the Company. The following acquisitions have
been made in the last three years:
 
<TABLE>
<CAPTION>
                                                                                                             
                                                                                                             
                                                                                                     TOTAL   
                                                                                                    ASSETS   
                                                                                                      AT     
                                                                                                  ACQUISITION
    DATE                      ACQUISITION                                 PRODUCTS                   DATE    
  --------   ---------------------------------------------  ------------------------------------  -----------
                                                                                                  (DOLLARS IN
                                                                                                   MILLIONS)
  <C>        <S>                                            <C>                                   <C>
    1994     Threads, Inc.................................  Gages                                       3.0
    1994     Hendersonville Industrial Tool Co., Inc......  Gages                                       2.7
    1994     The Cleveland Twist Drill Company............  Drills, reamers, end mills, taps and
                                                              dies, counterbores and countersinks      84.4
    1994     Carbidie Corporation.........................  Wear parts                                 27.3
    1995     American Mine Tool, a Division
               of Valenite, Inc...........................  Mining and wear parts                      15.1
    1995     Van Keuren, Inc..............................  Gages                                       2.5
    1995     Cleveland Europe Limited.....................  Industrial drills                          12.1
    1996     Rule Industries, Inc.........................  Industrial and consumer saws and
                                                              related products; marine products       111.6
    1996     Boride Products, Inc.........................  Ceramic and tungsten carbide based
                                                              wear parts                                9.1
    1996     Arkansas Cutting Tools, a Division of
               Production Carbide & Steel Company.........  High speed drills                           5.8
    1996     Bassett Rotary Tool Company..................  Carbide rotary cutting tools               14.5

</TABLE>
 
     Greenfield's principal executive offices are located at 2743 Perimeter
Parkway, Building 100, Suite 100, Augusta, Georgia 30909, and its telephone
number is (706) 863-7708.
 
                                        3

<PAGE>   4
 
  BUSINESS STRATEGY
 
     General. Greenfield's business strategies include obtaining and maintaining
leading market positions and broadening its product lines; reducing operating
costs and improving productivity through capital investment and reorganization
of production processes; and emphasizing quality and customer service. The
Company seeks to implement its strategies through additional complementary
acquisitions and rationalizing and integrating acquired operations.
 
     Market Position and Product Lines. The Company seeks to obtain and maintain
leading market positions in each of its markets. Most of the markets in which
the Company operates are fragmented and are undergoing consolidation, which is
expected to benefit larger, more efficient producers such as the Company.
Accordingly, the Company seeks to broaden its product lines through
acquisitions. Management believes that the expansion of its product lines will
enable the Company to reduce the effects of cyclicality on its business.
 
     Reducing Operating Costs and Improving Productivity. Operating costs have
been lowered through an active program of capital investment, rationalizations
and plant consolidations intended to streamline operations, improve productivity
and reduce costs. For example, during 1994, Greenfield consolidated its
electronic circuit board drill operations in Switzerland into its German
operations. The consolidation resulted in increased production and lower
employment levels. Similarly, the Company, in connection with the acquisition of
The Cleveland Twist Drill Company ("CTD"), restructured and consolidated certain
of the CTD facilities with other Company facilities. As part of this 18-month
plan, the Company rationalized operations at thirteen of its North American
manufacturing facilities, resulting in streamlined operations, improved
productivity and reduced costs. Similarly, in connection with the acquisition of
Rule, the Company closed Rule's corporate office and eliminated certain
corporate functions with the remaining functions relocated to existing
facilities. As part of a two-year plan for Rule, the Company is reorganizing
operations at the South Deerfield, Massachusetts facility. This plan is expected
to result in streamlined operations, improved productivity and reduced costs.
 
     Quality and Customer Service. Greenfield seeks to provide high levels of
product quality and customer service in its markets, particularly in technically
demanding applications where the cost of product failure is high, for example in
the case of drilling compacts produced by the Company. The Company has earned
numerous quality awards from its major customers, including Ford, Sears,
Caterpillar, Chrysler and Navistar and has received ISO 9000 certification or
equivalent for approximately one-half of its facilities. The remaining
facilities are expected to receive certification during 1997.
 
     Acquisitions. Greenfield seeks to implement its strategies principally
through acquisitions. The Company has increased its market position in existing
product lines and broadened its product lines through acquisitions. Greenfield
has a history of successfully combining acquired companies with its own
operations and since 1986, it has consolidated or restructured operations at
more than 20 plants. The Company has also reduced operating costs and improved
productivity in connection with its acquisitions through improved raw material
pricing, automation of manual operations, reduction of factory overhead through
plant rationalizations and consolidations and improved management systems.
Although the Company continually evaluates acquisition opportunities, no
material acquisitions are pending or contemplated.
 
  MARKETS AND PRODUCTS
 
     General. Greenfield manufactures and markets expendable cutting tools and
carbide products to the industrial, electronics, energy and construction,
engineered products, and consumer markets. The Company also manufactures and
markets a line of marine products. Although the products sold in these markets
are similar and overlap to some degree, the markets generally are affected by
different economic forces, resulting in different demand cycles.
 
     The Company manufactures a wide variety of cutting tools. High-speed steel
is the predominant material for rotary cutting tools, offering high performance
in a broad range of applications. Tungsten carbide materials are costlier and
more durable and are preferred in certain applications.
 
                                       4

<PAGE>   5
 
     Greenfield's brand names enjoy a high degree of recognition in their
respective markets. The Company differentiates its brands primarily on the basis
of products, channels of distribution, geography and service. The Company also
continually seeks to improve its products through research into additional
carbide grades and coatings which will prolong tool life. In addition to the
Company's branded products, the Company also supplies a number of industrial and
consumer private label customers with its products, including Sears' line of
Craftsman(R) drill bits.
 
     For information about Greenfield's backlog at December 31, 1996,
reference is hereby made to the discussion of backlog under the caption
"Management's Discussion and Analysis -- Liquidity and Capital Resources" of the
Company's Annual Report, which is incorporated herein by reference thereto.
 
     Industrial Market. Greenfield is the largest producer in North America of
rotary cutting tools for industrial applications. Customers in the industrial
market use expendable cutting tools in their manufacturing operations. Demand in
the industrial market tracks industrial production, and in 1996 the Company
suffered from what it believed to be a relatively weak economy and inventory
de-stocking at many of its customers. In 1996, the industrial market accounted
for approximately 51% of consolidated net sales.
 
     Products sold in the industrial market include rotary cutting tools and
related products. Rotary cutting tools are consumable cylindrical fluted tools
used to cut, bore, shape, mill and thread industrial materials. Rotary cutting
tools manufactured by the Company include drills, reamers, taps, end mills,
burrs, routers, counterbores and countersinks. Drills bore holes in steel and
other materials. Reamers make hole diameters precise within given tolerances.
Taps machine internal screw threads in drilled or reamed holes. End mills are
used in milling machines to shape industrial materials. Burrs remove excess
material. Routers are used to profile materials. Counterbores and countersinks
shape recesses for fastener heads and other uses. Related products include
toolholders and inserts used in turning and milling operations; dies, dieheads
and chasers used in industrial thread fastening applications; and certain
industrial carbide wear parts used in applications where a high degree of wear
resistance is desirable. As a result of the Rule acquisition, the Company also
manufactures and markets an extensive line of hardware products, primarily
stationary and portable power tool accessories for use in the industrial and
consumer markets. Power tool accessories consist of a broad line of bandsaws,
holesaws, circular saws and reciprocating blades used in power tool
applications, including products which have tungsten-carbide grit cutting edges.
 
     The industrial market's rate of growth generally reflects the growth of the
manufacturing economy. The industrial market has been cyclical, experiencing
higher growth rates during periods of economic expansion. While demand for steel
and carbide cutting tools has continued to grow, certain segments of the market
have experienced some erosion in the past ten years. In particular, improvements
in production processes, such as more precise casting and alternate materials
technology, have reduced the overall amount of machining required in some
applications. Also, materials such as diamond and ceramic products have offered
alternatives to carbide inserts, and, to a lesser degree, rotary cutting tools.
 
     Electronics Market. Greenfield manufactures and markets circuit board
drills for the electronics market. Circuit board drills are extremely small
carbide drills which make small diameter holes in printed circuit boards. The
Company serves customers globally out of its plants located in the United
States, Germany and the United Kingdom. The Company believes that it is one of
the largest worldwide manufacturers of circuit board drills and routers. As
printed circuit boards are becoming increasingly complex and costly to
manufacture, quality and, therefore, drilling demands are increasing.
Multi-layer circuit board construction requires very accurate drills to
establish inter-layer connections. Growth in the use of surface mount technology
to affix components to printed circuit boards has increased demand for smaller,
more precise holes which establish connections between layers in printed circuit
boards. In 1996, the electronics market accounted for approximately 12% of
consolidated net sales.
 
     As the only vertically-integrated producer in the United States of carbide
blanks and circuit board drills, the Company is in a position to ensure control
over a greater number of variables which affect the quality of the product. The
Company supports this capability with a metallurgical and applications
laboratory and has expanded its technical selling capability. To maintain its 
competitive position, the Company complements its internal development by
assisting in the development of new metallurgical and coating techniques, 
primarily through a consortium of universities, which may allow for even 
smaller circuit board drill bits.
 
                                        5

<PAGE>   6

     Demand for these products is related to growth in demand for electronic
components and electronically-controlled equipment. The circuit board drill
market is generally cyclical, but with a long-term growth rate higher than the
Company's other markets, as electronic components and controls continue to
proliferate in manufactured goods, including cellular telephones, appliances,
telecommunications equipment, computers and automobiles. Both domestic and
international markets remained relatively constant in 1996 over 1995, except for
the German markets which experienced declines beginning in the second quarter of
1996.
 
     Energy and Construction Market. Greenfield believes that it is the largest
independent supplier of oilfield compacts in the world. Compacts are the cutting
edges of oil well drilling bits, which are commonly referred to as "rock bits."
Oilfield equipment products must be very high in quality because the cost of
product failure can be substantial, particularly when defective products require
rock bits to be replaced in wells which are sometimes miles underground. The
Company's compacts are used both for oil and natural gas drilling. Natural gas
reserves tend to be found deeper than oil, thereby increasing the utilization of
rock bits. In 1994, the Company enhanced its position as the leading provider of
oilfield compacts when it acquired the assets of Progressive Carbide from
Dresser Industries, Inc. In connection with the acquisition, the Company
expanded its supply of compacts to Dresser Industries, Inc. Previously,
Progressive Carbide manufactured a certain portion of its oilfield compacts
while purchasing the rest from the Company.
 
     The Company is a significant producer of tungsten carbide-tipped mining
bits for the United States coal mining industry. It also manufactures mining bit
accessories and carbide-tipped bits used in highway road resurfacing. The
Company's standard line of mining and road resurfacing tools is designed to meet
a wide variety of customer applications. It relies on the high quality of its
products and excellent customer service along with a well-trained salesforce and
network of distribution centers near its customers to support its customer base.
In February 1996, the Company acquired the Kentucky Carbide Division of Osram
Sylvania, Inc., the manufacturer of the carbide inserts which are used
exclusively by the Company in the production of its products. In 1996, the
energy and construction market accounted for approximately 12% of consolidated
net sales.
 
     Demand for oilfield compacts and related products has been cyclical,
tracking domestic and international drilling rig and oilfield production
activities. Demand for coal mining and road resurfacing bits has also been
cyclical.
 
     Engineered Products Market. The Company is an on-demand producer of
custom-made tungsten carbide preform wear parts for use in the tool and die
industry. Its product line encompasses a wide range of die and wear components,
including stamping dies, powder metal tooling, container and impact tooling,
seal rings, extruded rods, wear parts and steel processing parts. The Company's
customers are toolmakers, diemakers and finishers who produce high precision
wear parts and tools. Wear parts are made of tungsten carbide and are often used
as replacement parts for other materials, such as stainless steel, which are
consumed during use and replaced. The tungsten carbide preforms made by the
Company must meet extreme strength, abrasion and wear requirements. The carbide
materials are particularly well suited for such applications, lasting
substantially longer than hardened steel. The Company expects carbide products
to become increasingly important as manufacturing and production companies
continue to look for higher wear life and lower production costs. In June 1996,
the Company acquired Boride Products, Inc., a manufacturer of ceramic and
tungsten carbide-based wear parts.
 
     The Company also manufactures carbide balls and seats which are components
in the check valves used in oil producing pumps. Balls and seats made from
carbide are more durable than those made from competing materials such as cobalt
alloy or stainless steel, and result in less oil well downtime. The Company
expects carbide products to become increasingly important as the population of
domestic oil wells continues to age and operators of oil wells emphasize the use
of recovery techniques which cause greater wear on balls and seats. The Company
also supplies tungsten carbide trim parts used in high pressure oil field
chokes, which are part of the blowout prevention system on oil and gas drilling
rigs, and mechanical face seals, which are used in rotating equipment such as
pumps and mixers. In 1996, the engineered products market accounted for
approximately 13% of consolidated net sales.
 
     Consumer Market. Greenfield is an active supplier of consumer drill bits,
saws, hand tools and other products to the do-it-yourself market, which includes
Sears, Home Depot and other major retailers. These products are sold under
private label brands such as the Sears Craftsman(R) drill line, which the
Company has supplied for more than
 
                                        6

<PAGE>   7
 
65 years, and are marketed under other brand names such as the Disston(R) line.
The Company expects its sales in the consumer market to continue to increase as
a result of the Rule acquisition, completed in January 1996. Rule manufactures
consumer and industrial cutting tools, including a broad line of bandsaws,
holesaws, circular saws and reciprocating blades used in power tool
applications. The product line also includes hand saws and hand tools, certain
lawn and garden products, wood-boring bits, drills, counterbores, wire brushes,
grinding wheels and stones and other accessory items. Rule's major product
lines, including Disston(R), are sold primarily to consumers and tradesmen
through major do-it-yourself hardware suppliers, such as Home Depot, retail
chains and buying cooperatives, among whom the Company has not historically had
significant market penetration. In 1996, the consumer market accounted for
approximately 7% of consolidated net sales.
 
     Marine Market. With the January 1996 acquisition of Rule, Greenfield also
acquired a line of marine products. The Company's marine products include
submersible pumps, activating switches, magnetic compasses, DC-powered winches
and various electronic instruments and gauges. In 1996, the marine market
accounted for approximately 5% of consolidated net sales.
 
  MARKETING AND DISTRIBUTION
 
     Greenfield's cutting tool products are sold primarily through selected
distributors by the Company's technical sales personnel. Products are also sold
directly to private label, catalog, large industrial and other customers having
special technical or other requirements. Generally, the Company's major brands
are represented by distinct sales forces. The Company's sales force numbers
approximately 150 and sells to over 2,500 independent distributors in North
America and worldwide.
 
     Industrial Market. Greenfield's high-speed steel and carbide rotary cutting
tool brands are sold in the industrial market throughout North America to a
network of selected independent distributors and through Greenfield's
subsidiary, Cleveland Europe Limited, into the United Kingdom, Western Europe
and certain other parts of the world. In addition, the Company has agents to
promote its products in Latin America and Asia. In November 1996, the Company
combined its premium rotary tool brands through a new marketing program, The
Power of One. A single internal sales force sells the Company's full-line brands
to these selected distributors who are also offered customer technical support,
marketing, advertising and educational programs to increase market awareness. An
external sales force sells the VTD, Rule and Bassett brands to a broader group
of distributors who are offered less intensive sales and technical support.
Certain of the industrial drills, taps and dies, end mills, reamers, bandsaws
and certain other products are also available through selected national catalog
distributors and independent stocking agents.
 
     A separate internal sales force sells the Company's indexable tooling
products -- tungsten carbide inserts, tool holders and selected carbide rotary
tool products -- to selected independent industrial distributors and directly to
a few large end-users. In the case of tungsten carbide tools and specialized
drilling, reaming and counterboring tools, the Company's technical sales
personnel directly assist the end-users with product selection and application
of products purchased through distributors.
 
     The Company believes that it has improved its competitive position through
marketing programs designed to increase sales to distributors. Marketing
programs are generally focused on the customer by offering products which result
in productivity improvements and lower total costs for the customers. Other
marketing/customer service programs include product information seminars,
technical support sessions and week-long training classes and meetings with
applications specialists at plant locations across the country.
 
     Electronics Market. Greenfield sells its circuit board drill and router
brands through a worldwide network of distributors and the Company's technical
sales force. The Company markets its products under multiple brand names through
sales forces based in the United States, Germany, the United Kingdom and Asia.
The majority of sales are made through distributors; the balance is direct.
Approximately 80% of the Company's sales of circuit board drills and routers are
made to customers outside North America. The Company supplies circuit board
drills to Asian markets through distributors and agents. The Company believes
that it is a leading supplier of these drills in Hong Kong and other Asian
markets, including the People's Republic of China, Taiwan, Korea and Singapore.
The Company's technical sales force includes applications experts who assist
customers on-site by evaluating drill room applications and suggesting
improvements. The Company also utilizes a dedicated drilling test lab at the 
Company's Rogers, Arkansas facility to improve customers' drilling results.
 

                                       7

<PAGE>   8
 
     Energy and Construction Market. Greenfield's sales to the energy and
construction market are made directly to oilfield equipment manufacturers and
other customers. The products are used by large multinational corporations
throughout the world as well as small independently-owned oilfield maintenance
companies.
 
     Engineered Products Market. Greenfields' sales to the engineered products
market are made both directly and through manufacturers' representatives. The
Company's customer base is both large and diverse, covering approximately 1,500
customers in any given year. The Company's sales are primarily in North America
with some international exposure. The Company's sales force and independent
representative network are supported through an internal technical staff, direct
marketing programs, participation in industry trade shows and exhibitions and
advertising in tool and die industry trade journals.
 
     Consumer Market. Sales of products for the consumer market, including
Sears' line of Craftsman(R) drill bits, are made directly by Greenfield to
purchasers of its private label tools. Sales of products for its Disston(R)
brand are primarily sold to major do-it-yourself hardware suppliers, retail
chains and buying cooperatives. The Company assists its customers through
merchandising, packaging and advertising.
 
     Marine Market. Marine products are sold to boat manufacturers and
distributors throughout the United States and the world by independent
manufacturers' representatives and direct sales personnel.
 
  MANUFACTURING
 
     Greenfield's principal raw materials are high-speed steel and tungsten
carbide. High-speed steel is purchased in wire and rod form from multiple
sources. Although the Company purchases most of its high-speed steel
requirements from a single supplier, the Company believes that alternative
sources are available. Tungsten carbide materials are purchased in powder form
from multiple sources, for which alternative suppliers also exist and are
currently adequate. Historically, raw material prices have not been volatile. In
1995, however, tungsten carbide materials were in short supply throughout the
world as China, which produces a majority of the world's tungsten carbide
materials, limited sales, resulting in higher prices. To date, Greenfield has
been able to obtain adequate supplies and price increases experienced generally
have been passed on to customers.
 
     Tungsten carbide powders are mixed, pressed and sintered in the Company's
Rogers, Arkansas, Irwin, Pennsylvania and Placentia, California facilities.
Finished products are precision ground from steel or carbide blanks in various
of the Company's manufacturing facilities. The Company also maintains coating
capabilities in its Augusta, Georgia, Lyndonville, Vermont and Rogers, Arkansas
operations; assembly capabilities for dieheads, rachet tap wrenches and solid
tap and die wrenches in its Augusta, Georgia operation; and brazing capabilities
for carbide tipping at its Bentonville, Arkansas, Solon, Ohio and Rockford,
Illinois facilities. The Company maintains metallurgy laboratories and drilling
rooms in its Augusta, Georgia and Rogers, Arkansas facilities for quality
control, product development and customer applications testing purposes. The
majority of the Company's bandsaws, handsaws and related hardware products are
manufactured in its South Deerfield, Massachusetts facility. The Company's
marine products are manufactured in its Gloucester, Massachusetts facility.
 
     Since 1986, Greenfield has invested over $127 million in capital equipment,
including capital investments of $29.2 million, $26.8 million and $13.1 million
in 1996, 1995, and 1994, respectively. The Company expects that capital
expenditures for 1997 will be approximately $28 million to $32 million for
ongoing capital development projects. This investment in capital equipment has
been a significant element of the Company's cost reduction efforts. The Company
has extensive process engineering capabilities, and has designed and
manufactured a significant amount of its capital equipment. The Company believes
that its production facilities and equipment are in good condition and, together
with planned equipment spending, sufficient to meet planned increases in volume
over the next five years.
 
  COMPETITION
 
     The markets for Greenfield's products are highly competitive. The principal
competitive factors in the cutting tool industry are product quality, timely
delivery, technical service and price.
 
     Generally, the cutting tool market is fragmented with a large number of
competitors and is characterized by
 
                                       8

<PAGE>   9

 
excess capacity. The Company's competitors vary in size and resources; some are
larger than the Company and others are smaller, and none competes with the
Company in all product lines in the same geographic markets. The Company's
larger competitors have significantly greater financial, marketing and technical
resources. There can be no assurance that competitors will not take actions,
including introducing new products, which could adversely affect the Company's
sales and operating results.
 
     In North America, the market for high-speed steel rotary cutting tools is
fragmented and the Company's competitors consist of smaller privately held
companies and smaller divisions of larger companies. The Company's competitors
in the North American market for tungsten carbide cutting tools, primarily
inserts and toolholders, are Kennametal, Inc., the Valenite division of
Cincinnati Milacron, and Sandvik AB, a Swedish company.
 
     Outside the United States, the largest cutting tool company worldwide is
Sandvik AB. Sandvik AB produces a full range of carbide products and is the
market leader in Europe for rotary cutting tools.
 
  TRADEMARKS AND PATENTS
 
     Greenfield owns and maintains U.S. trademark registrations for all of its
principal trademarks. Registrations for these trademarks are owned and
maintained in other countries where a significant volume of its products are
sold and registration is considered necessary to protect the Company's
proprietary rights.
 
     Greenfield applies for and maintains patents in the United States and other
countries where it believes such patents are necessary to maintain its interest
in its inventions. The Company does not believe that any single patent is
material to its business, nor does it believe that the expiration of any one or
a group of its patents would have a material adverse effect upon its business or
ability to compete.
 
  ENVIRONMENTAL AND SAFETY REGULATION
 
     Greenfield is subject to federal, state, local and foreign environmental
laws and regulations that impose limitations on the discharge of pollutants into
the environment and establish standards for the treatment, storage and disposal
of toxic and hazardous wastes. The Company is also subject to the federal
Occupational Safety and Health Act and similar state statutes. The Company
believes it is in material compliance with all applicable environmental laws and
regulations. The Company does not expect any material impact on future recurring
operating costs of compliance with currently enacted environmental regulations.
 
     Under federal, state and local laws, including the federal Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"), a current
owner or operator of real property may be held liable for the costs of cleaning
up certain hazardous materials on the property. Similarly, persons who have
arranged for the disposal of hazardous materials on properties owned by third
parties may be held liable for cleanup costs for such properties. In each case,
liability may be imposed without regard to whether the person knew of or took
reasonable acts to prevent the contamination. Liability under such laws is often
joint and several, that is, any single liable person may be required to bear the
entire costs of the environmental cleanup. That person, however, may usually
seek contribution from other responsible persons, if there are any; and it is
typical for groups of responsible parties to apportion liability among
themselves.
 
     The Company has been named a potentially responsible party ("PRP") with
respect to several sites designated or expected to be designated by the
Environmental Protection Agency for cleanup under CERCLA or analogous state
laws. In addition, PRP notices have been issued to certain acquired companies
which relate to off-site disposal of wastes prior to their acquisition by the
Company. In connection with the purchase of these facilities, the Company has
been indemnified for any liability for such matters. The Company does not
believe that costs relating to these sites will be material.
 
     At the Company's Lyndonville, Vermont facility, the present owner of the
facility is studying the extent of soil and groundwater contamination relating
to activities prior to the acquisition of the business by the Company. Upon
completion of the State-approved cleanup, the Company will exercise its option
to purchase this property for $50,000. The Company has been indemnified by the
present owner for any liability related to this cleanup effort.
 
                                       9

<PAGE>   10
 
     In connection with the acquisition of CTD, the Company recorded a liability
of $2.6 million in purchase accounting for certain estimated environmental
clean-up costs to be incurred relative to acquired CTD facilities. This
estimated potential liability has not been reduced for any expected proceeds
from other potentially responsible third parties. At December 31, 1996, the
liability balance was approximately $2.2 million.
 
     The Company regularly conducts an environmental assessment consistent with
recognized standards of due diligence on properties and businesses which it
acquires. To date, these assessments have not identified contamination, which
would result in material expenses, in respect of acquired properties that would
be reasonably likely to result in a material adverse effect on the Company's
business, results of operations or financial condition. As a general rule, the
Company intends to use such assessments as part of the evaluation of proposed
acquisitions. However, there can be no assurance that environmental assessments
have identified, or will in the future identify, all potential liabilities
relating to the Company's properties and businesses, that any indemnification
agreements that can be negotiated will cover all potential liabilities, or that
changes in cleanup requirements or subsequent events at the Company's properties
or at off-site locations will not result in significant costs to the Company.
 
  EMPLOYEES
 
     At December 31, 1996, Greenfield had approximately 5,000 employees
worldwide. Approximately 1,000 employees at eight of the Company's facilities
are covered under collective bargaining agreements which expire from September
1997 through June 2002. The Company has not experienced any work stoppages in
the last five years and considers its relations with employees to be good.
 
ITEM 2. PROPERTIES
 
     Greenfield's headquarters are located in Augusta, Georgia. The Company owns
significant manufacturing facilities in Arkansas, Georgia, Indiana,
Massachusetts, Michigan, North Carolina, Ohio, Pennsylvania, South Carolina and
Virginia, and leases significant facilities in Illinois, Massachusetts,
Missouri, Vermont and Wisconsin. The Company also maintains, through ownership
or leases, smaller manufacturing, office, warehouse and research facilities, as
well as property held for sale, in eight other states and six other countries.
In the event of a cancellation or termination of a lease relating to any of the
Company's leased properties, the Company anticipates no difficulty in connection
with leasing alternate space at reasonable rates.
 
ITEM 3. LEGAL PROCEEDINGS
 
     From time to time, Greenfield is the subject of legal proceedings,
including proceedings involving alleged defects in the manufacture and/or design
of the Company's products, patent infringement, business practices, employee
matters and similar claims. There are no proceedings currently pending which the
Company believes to be material. The Company maintains comprehensive general
liability insurance which it believes to be adequate for the continued operation
of its business.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None.
 
                                       10

<PAGE>   11
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
     The information required by this item is set forth under the caption
"Common Stock Information" appearing on the inside back cover of the Company's
Annual Report, which information is incorporated herein by reference thereto.
 
     As of February 28, 1997, there were 128 record owners of the Company's
common stock.
 
ITEM 6. SELECTED FINANCIAL DATA
 
     The information required by this item is set forth under the captions
"Statement of Operations Data" and "Balance Sheet Data" on page 19 of the
Company's Annual Report, which information is incorporated herein by reference
thereto.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information required by this item is set forth under the caption
"Management's Discussion and Analysis" on pages 20 through 23 of the Company's
Annual Report, which information is incorporated herein by reference thereto.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The financial statements and supplementary data required by this item are
presented under Item 14 and are incorporated herein by reference thereto.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     None.
 
                                       11

<PAGE>   12
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     A definitive proxy statement is being filed with the Securities and
Exchange Commission on March 27, 1997. The information required by this item is
set forth under the caption "Election of Directors" on pages 1 through 3, under
the caption "Executive Officers" on pages 7 and 8 and under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" on page 17 of the definitive
proxy statement, which information is incorporated herein by reference thereto.
 
ITEM 11. EXECUTIVE COMPENSATION
 
     The information required by this item is set forth under the caption
"Executive Compensation" on pages 8 through 15 of the definitive proxy
statement, which information is incorporated herein by reference thereto.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by this item is set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" on pages 4
through 6 of the definitive proxy statement, which information is incorporated
herein by reference thereto.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The information required by this item is set forth under the caption
"Certain Transactions" on pages 17 through 19 of the definitive proxy statement,
which information is incorporated herein by reference thereto.
 

                                       12

<PAGE>   13
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
1. FINANCIAL STATEMENTS
 
     The following consolidated financial statements of the Company and its
subsidiaries, included on pages 25 to 42 in the Annual Report and the report of
independent accountants on page 24 of such report are incorporated herein by
reference:
 
     Consolidated Balance Sheet--December 31, 1996 and 1995
 
     Consolidated Statement of Operations--Years ended December 31, 1996, 1995 
     and 1994
 
     Consolidated Statement of Cash Flows--Years ended December 31 1996, 1995
     and 1994
 
     Consolidated Statement of Changes in Stockholders' Equity--Years ended
     December 31, 1996, 1995 and 1994
 
     Notes to Consolidated Financial Statements
 
     Report of Independent Accountants dated January 30, 1997
 
2. FINANCIAL STATEMENT SCHEDULE
 
     Report of Independent Accountants on Financial Statement Schedule     S-1
 
     Schedule VIII -- Valuation and Qualifying Accounts and Reserves for
     the Years Ended December 31, 1996, 1995 and 1994                      S-2
 
     All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
 
3. EXHIBITS
 
     The exhibits listed on the accompanying Index to Exhibits are filed as part
of this Report.
 
4. REPORTS ON FORM 8-K
 
     None.
 
                                       13

<PAGE>   14
 
                               INDEX TO EXHIBITS
 
EXHIBIT NO.
 
2.1     Stock Purchase Agreement, dated January 27, 1995, between Valenite, 
        Inc. and Greenfield Industries, Inc. (filed as Exhibit 2.4 to the 
        Company's 1994 Annual Report on Form 10-K, filed with the Commission
        on March 30, 1995 (the "1994 10-K") and incorporated herein by reference
        thereto)
               
2.2     Agreement and Plan of Merger dated August 11, 1995 by and among 
        Greenfield Industries, Inc., Rule Acquisition Corporation and Rule
        Industries, Inc. (filed as Exhibit 7(e) to the Company's Amendment No. 1
        to Schedule 13D, filed with the Commission on August 18, 1995 (the
        "Schedule 13D") and incorporated herein by reference thereto)
 
2.3     Stock Option Agreement dated August 11, 1995 by and between
        Rule Industries, Inc. and Greenfield Industries, Inc. (filed as Exhibit
        7(f) to the Schedule 13D and incorporated herein by reference thereto)
 
2.4     Amendment No. 1 dated November 21, 1995 to the Agreement and Plan
        of Merger by and among Greenfield Industries, Inc., Rule Acquisition
        Corporation and Rule Industries, Inc. (filed as Exhibit 7(l) to the
        Company's Amendment No. 3 to Schedule 13D, filed with the Commission on
        November 29, 1995 (the "Schedule 13D/A") and incorporated herein by
        reference thereto)
    
3.1     Amended and Restated Certificate of Incorporation of the Registrant
        (filed as Exhibit 3.1 to the Company's Registration Statement   on Form
        S-1 Registration No. 33-63442, filed with the Commission on May 27,
        1993, as amended on July 13, 1993 and July 26, 1993 (the "Registration
        Statement") and incorporated herein by reference thereto)
 
3.2     Amended By-laws of the Registrant (filed as Exhibit 3.2 to the
        Registration Statement and incorporated herein by reference thereto)
 
4.1     Certificate of Designations, Preferences and Rights of Series A
        Preferred Stock of Greenfield Industries, Inc. dated February 6, 1996
        (filed as Exhibit 4.1 to the Company's 1995 Annual Report on Form 10-K,
        filed with the Commission on March 28, 1996 (the "1995 10-K") and
        incorporated herein by reference thereto)
 
10.1    $13,520 Promissory Note, dated May 31, 1988, by James C. Janning    
        to Greenfield Industries, Inc. (filed as Exhibit 10.5 to the        
        Registration Statement and incorporated herein by reference thereto)
                                                                            
10.2    Interest Letter Agreement, dated May 31, 1988, between James C. 
        Janning and Greenfield Industries, Inc. (filed as Exhibit 10.6
        to the Registration Statement and incorporated herein by reference
        thereto)
 
10.3    Stock Pledge Agreement, dated May 31, 1988, between James C. Janning 
        and Greenfield Industries, Inc. (filed as Exhibit 10.7 to the
        Registration Statement and incorporated herein by reference thereto)
 
10.4    Amended and Restated Stockholder Agreement and Amendment to Promissory 
        Notes and Stock Pledge Agreements by and among James C. Janning, 
        Greenfield Industries, Inc., Rogers Tool Works, Inc., Metal Cutting 
        Tools Corp., Cirbo Limited and Harbour Group Investments, L.P.,
        dated July 12, 1993 (filed as Exhibit 10.8 to the Registration Statement
        and incorporated herein by reference thereto)
 
10.5    $32,967 Promissory Note, dated April 26, 1993, by James C. Janning to 
        Greenfield Industries, Inc. (filed as Exhibit 10.9 to the Registration 
        Statement and incorporated herein by reference thereto)
 
                                       14

<PAGE>   15
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.6    Interest Letter Agreement, dated April 26, 1993, between James C. 
        Janning and Greenfield Industries, Inc. (filed as Exhibit 10.10
        to the Registration Statement and incorporated herein by reference
        thereto)
 
10.7    $122,790 Promissory Note, dated December 31, 1989, by Paul W. Jones to 
        Greenfield Industries, Inc. (filed as Exhibit 10.12 to the Registration
        Statement and incorporated herein by reference thereto)
 
10.8    Interest Letter Agreement, dated December 31, 1989, between Paul W. 
        Jones and Greenfield Industries, Inc. (filed as Exhibit 10.13 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.9    Stock Pledge Agreement, dated December 31, 1989, between Paul W. Jones 
        and Greenfield Industries, Inc. (filed as Exhibit 10.14 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.10   Amended and Restated Stockholder Agreement and Amendment to Promissory 
        Notes and Stock Pledge Agreement by and among Paul W. Jones, Harbour 
        Group Investments, L.P. and Greenfield Industries, Inc. dated July 12, 
        1993 (filed as Exhibit 10.15 to the Registration Statement and 
        incorporated herein by reference thereto)
 
10.11   $98,901 Promissory Note, dated April 26, 1993, by Paul W. Jones to 
        Greenfield Industries, Inc. (filed as Exhibit 10.16 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.12   Interest Letter Agreement, dated April 26, 1993, between Paul W. Jones 
        and Greenfield Industries, Inc. (filed as Exhibit 10.17 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.13   $27,350 Promissory Note, dated May 5, 1992, by Gary L. Weller to 
        Greenfield Industries, Inc. (filed as Exhibit 10.19 to the
        Registration Statement and incorporated herein by reference thereto)
 
10.14   Interest Letter Agreement, dated May 5, 1992, between Gary L. Weller 
        and Greenfield Industries, Inc. (filed as Exhibit 10.20 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.15   Stock Pledge Agreement, dated May 5, 1992, between Gary L. Weller and 
        Greenfield Industries, Inc. (filed as Exhibit 10.21 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.16   Amended and Restated Stockholder Agreement and Amendment to Promissory 
        Notes and Stock Pledge Agreements by and among Gary L. Weller, Harbour 
        Group Investments, L.P. and Greenfield Industries, Inc., dated July 12, 
        1993 (filed as Exhibit 10.22 to the Registration Statement and 
        incorporated herein by reference thereto)
 
10.17   $16,484 Promissory Note, dated April 26, 1993, by Gary L. Weller to 
        Greenfield Industries, Inc. (filed as Exhibit 10.23 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.18   Interest Letter Agreement, dated April 26, 1993, between Gary L. 
        Weller and Greenfield Industries, Inc. (filed as Exhibit 10.24
        to the Registration Statement and incorporated herein by reference
        thereto)

10.19   $25,760 Promissory Note, dated May 31, 1988, by James C. Janning to    
        Rogers Tool Works, Inc. (filed as Exhibit 10.25 to the Registration    
        Statement and incorporated herein by reference thereto)                
                                                                               
10.20   Interest Letter Agreement, dated May 31, 1988 between James C. Janning 
        and Rogers Tool Works, Inc. (filed as Exhibit 10.27 to the             
        Registration Statement and incorporated herein by reference thereto)   


                                       15

<PAGE>   16
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.21   Stock Pledge Agreement, dated May 31, 1988, between James C. Janning 
        and Rogers Tool Works, Inc. (filed as Exhibit 10.28 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.22   Greenfield Industries, Inc. 1993 Directors Non-Qualified Stock Option 
        Plan (filed as Exhibit 10.29 to the Registration Statement and 
        incorporated herein by reference thereto)
 
10.23   $9,900 Promissory Note, dated May 31, 1988, by James C. Janning to 
        Metal Cutting Tools Corp. (filed as Exhibit 10.32 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.24   Interest Letter Agreement, dated May 31, 1988 between James C. Janning 
        and Metal Cutting Tools Corp. (filed as Exhibit 10.34 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.25   Stock Pledge Agreement, dated May 31, 1988, between James C. Janning 
        and Metal Cutting Tools Corp. (filed as Exhibit 10.35 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.26   Agreement, dated February 20, 1991, between Cirbo Limited and James C. 
        Janning (filed as Exhibit 10.37 to the Registration Statement and 
        incorporated herein by reference thereto)
 
10.27   $24,193 Promissory Note, dated April 15, 1989, by James C. Janning to 
        International CBD Co. (filed as Exhibit 10.38 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.28   Stock Pledge Agreement, dated April 15, 1989, between James C. Janning 
        and International CBD Co. (filed as Exhibit 10.39 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.29   Purchase and Stockholder Agreement, dated April 15, 1989, between 
        James C. Janning and International CBD Co. (filed as Exhibit 10.40 to 
        the Registration Statement and incorporated herein by reference thereto)
 
10.30   Interest Letter, dated April 15, 1989, between James C. Janning and 
        International CBD Co. (filed as Exhibit 10.41 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.31   $19,900 Promissory Note, dated April 15, 1989, by James C. Janning to 
        Carbide International Corporation (filed as Exhibit 10.42 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.32   Interest Letter, dated April 15, 1989, between James C. Janning and 
        Carbide  International Corporation (filed as Exhibit 10.43 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.33   Stock Pledge Agreement, dated April 15, 1989, between James C. Janning 
        and Carbide International Corporation (filed as Exhibit 10.44 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.34   Purchase and Stockholder Agreement, dated April 15, 1989, between James 
        C. Janning and Carbide International Corporation (filed as Exhibit 
        10.45 to the Registration Statement and incorporated herein by 
        reference thereto)
 
10.35   Greenfield Industries, Inc. 1993-1 Executive Stock Option Plan (filed 
        as Exhibit 10.47 to the Registration Statement and incorporated herein 
        by reference thereto)
 
                                       16

<PAGE>   17
 
                        INDEX TO EXHIBITS (continued)

EXHIBIT NO.
 
10.36   Greenfield Industries, Inc. 1993-2 Executive Stock Option Plan (filed 
        as Exhibit 10.48 to the Registration Statement and incorporated herein 
        by reference thereto)
 
10.37   Greenfield Industries, Inc. Employee Stock Option Plan (filed as 
        Exhibit 10.49 to the Registration Statement and incorporated
        herein by reference thereto)
 
10.38   Industrial Building Lease, dated June 1, 1993, between Greenfield 
        Industries, Inc. and American Gage and Machine Company (filed
        as Exhibit 10.48 to the Company's Registration Statement on Form S-1
        Registration No. 33-74196, filed with the Commission on January 18,
        1994, as amended on January 28, 1994, February 17, 1994 and March 7,
        1994 (the "Secondary Registration Statement") and incorporated herein by
        reference thereto)
 
10.39   Industrial Lease, dated September 20, 1990, between Belston 
        Developments Inc. and Greenfield Industries, Inc. (filed as Exhibit 
        10.65 to the Registration Statement and incorporated herein by
        reference thereto)
 
10.40   Lease, dated May 25, 1989, between the City of Malden/Malden Municipal 
        Airport and Metal Removal Round Tool Corp. (filed as Exhibit 10.66 to 
        the Registration Statement and incorporated herein by reference thereto)
 
10.41   Lease, dated March 24, 1992, between First Interstate Bank of 
        California, as Trustee, and Rogers Tool Works, Inc. (filed as Exhibit 
        10.67 to the Registration Statement and incorporated herein by
        reference thereto)
 
10.42   Lease Agreement, dated June 1, 1992, between Delmar D. Garman 
        Revocable Trust, Delmar D. Garman, Co-Trustee, and Rogers Tool Works, 
        Inc. (filed as Exhibit 10.68 to the Registration Statement and
        incorporated herein by reference thereto)
 
10.43   Lease, dated April 28, 1992, between Debco Investment Company and 
        Rogers Tool Works, Inc. (filed as Exhibit 10.69 to the Registration 
        Statement and incorporated herein by reference thereto)
 
10.44   Lease, dated November 30, 1992, between Great Bank Trust Co., as 
        Successor Trustee to Evanston Bank, and Rogers Tool Works, Inc. (filed 
        as Exhibit 10.70 to the Registration Statement and incorporated
        herein by reference thereto)
  
10.45   Lease, dated September 30, 1991, between Vermont American Corporation 
        and Greenfield Industries, Inc. (filed as Exhibit 10.72 to the 
        Registration Statement and incorporated herein by reference thereto)
 
10.46   Sublease, dated September 30, 1991, between Vermont American 
        Corporation and Greenfield Industries, Inc. (filed as Exhibit 10.73 
        to the Registration Statement and incorporated herein by reference
        thereto)
 
10.47   Real Estate Purchase and Sale Agreement, dated September 30, 1991, 
        between Vermont American Corporation and Greenfield Industries, Inc. 
        (filed as Exhibit 10.74 to the Registration Statement and incorporated 
        herein by reference thereto)
 
10.48   Lease with Purchase Right for Rented Premises in GroSSdienbach, dated 
        January 1, 1986, between Paul Kemmer GmbH & Co. KG and Claus Franke 
        GmbH & Co. KG (with English translation) (filed as Exhibit 10.80 to the 
        Registration Statement and incorporated herein by reference thereto)
 
                                       17

<PAGE>   18
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.49   Lease Agreement, dated December 9, 1993, by and between
        The Benedikt Family Trust, as Lessor, and A-1 Carbide Corporation, as
        Lessee (filed as Exhibit 10.73 to the Secondary Registration Statement
        and incorporated herein by reference thereto)
 
10.50   Lease Agreement regarding Facilities in Kleindeinbach and Apfelbach, 
        dated March 9, 1992, between Kemmer Hartmetallwerkzeuge
        GmbH and Kemmer Grundstucksgesellschaft burgerlichen Rechts (with
        English translation) (filed as Exhibit 10.81 to the Registration
        Statement and incorporated herein by reference thereto)
 
10.51   Amendment, dated December 9, 1993, to the Rental Agreement between 
        Kemmer Hartmetallwerkzeuge GmbH and Kemmer Grundstucksgesellschaft 
        burgerlichen Rechts (with English translation) (filed as Exhibit 10.76 
        to the Secondary Registration Statement and incorporated herein by 
        reference thereto)
 
10.52   Amended and Restated Credit Facilities Reimbursement Agreement, 
        dated November 8, 1994, by and among Greenfield Industries,
        Inc., as Borrower, NationsBank of Georgia, National Association,
        Wachovia Bank of Georgia, National Association, Trust Company Bank,
        CommerzBank AG, Atlanta Agency and National City Bank, Kentucky, as
        Lenders, and NationsBank of Georgia, National Association, as Agent
        (filed as Exhibit 10.81 to the 1994 10-K and incorporated herein by
        reference thereto)
 
10.53   Letter Agreement, dated December 9, 1994, between Harbour Group Trading 
        Corp. and Greenfield Industries, Inc. (filed as Exhibit 10.84 to the 
        1994 10-K and incorporated herein by reference thereto)
 
10.54   L4.5 million and 21 million DM Revolving Credit Agreement, dated 
        March 15, 1995, between Cirbo Limited and Kemmer Hartmetallwerkzeuge 
        GmbH, as Borrowers, NationsBank N.A. (Carolinas) London Branch, as 
        Agent and NationsBank N.A. (Carolinas) London Branch and CommerzBank 
        Atlanta Agency, as Lenders (filed as Exhibit 10.1 to the Company's 
        March 31, 1995 Form 10-Q, filed with the Commission on May 11, 1995 
        (the "March 31, 1995 10-Q") and incorporated herein by reference
        thereto)
 
10.55   South Carolina Jobs-Economic Development Authority Tax-Exempt 
        Adjustable Mode Economic Development Revenue Bonds (Greenfield 
        Industries, Inc. Project) Series 1995, dated March 31, 1995 (filed 
        as Exhibit 10.2 to the March 31, 1995 10-Q and incorporated herein 
        by reference thereto)
 
10.56   Amendment No. 1 to Amended and Restated Credit Facilities and 
        Reimbursement Agreement dated as of February 1, 1995 by and among 
        Greenfield Industries, Inc. and NationsBank of Georgia, National 
        Association, as Agent (filed as Exhibit 10.1 to the Company's
        September 30, 1995 10-Q, filed with the Commission on October 31, 1995
        (the "September 30, 1995 10-Q") and incorporated herein by reference
        thereto)
 
10.57   Loan Agreement dated as of August 1, 1995 by and between the City 
        of Solon, Ohio and The Cleveland Twist Drill Company (filed as
        Exhibit 10.2 to the September 30, 1995 10-Q and incorporated herein by
        reference thereto)
 
10.58   Note Purchase Agreement dated as of October 15, 1995 by and among 
        Greenfield Industries, Inc. and the several purchasers named in 
        Schedule A thereto (filed as Exhibit 10.3 to the September 30, 1995
        10-Q and incorporated herein by reference thereto)
 
10.59   Amendment and Consent No. 2 to Amended and Restated Credit Facilities 
        and Reimbursement Agreement dated October 18, 1995 by and among 
        Greenfield Industries, Inc. and NationsBank of Georgia, National 
        Association, as Agent (filed as Exhibit 10.4 to the September 30, 1995 
        10-Q and incorporated herein by reference thereto)
 
                                       18

<PAGE>   19
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.60   Settlement Agreement dated November 20, 1995 by and among William 
        Anastos, John A. Geishecker, Jr., Gary Sable, Henry G. Libby, Rule 
        Industries, Inc. and Greenfield Industries, Inc. (filed as Exhibit 
        7(g) to the Schedule 13D/A and incorporated herein by reference
        thereto)
 
10.61   Intentionally omitted
 
10.62   Greenfield Industries, Inc. 1995 Directors Non-Qualified Stock Option 
        Plan (filed as Exhibit 4.3 to the Company's Form S-8 Registration No. 
        333-01116, filed with the Commission on February 7, 1996 and 
        incorporated herein by reference thereto)
 
10.63   Greenfield Industries, Inc. 1995 Equity Incentive Plan (filed as 
        Exhibit 4.3 to the Company's Form S-8 Registration No. 333-01118, 
        filed with the Commission on February 7, 1996 and incorporated herein 
        by reference thereto)
 
10.64   Rights Agreement dated February 6, 1996 by and between Greenfield 
        Industries, Inc. and First Chicago Trust Company of New York,
        as Rights Agent (filed as Exhibit 2 to the Company's Current Report on
        Form 8-K, filed with the Commission on February 7, 1996 and incorporated
        herein by reference thereto)
 
10.65   Noncompetition Agreement between Peter K. Hunt and Greenfield 
        Industries, Inc. dated November 21, 1995 (filed as Exhibit 10.68 to 
        the 1995 10-K and incorporated herein by reference thereto)
 
10.66   Supplemental Agreement dated December 22, 1995 in respect of a L4.5 
        million and 21 million DM Revolving Credit Agreement, dated March 15, 
        1995, between Cirbo Limited and Kemmer Hartmetallwerkzeuge GmbH, as 
        Borrowers, NationsBank N.A. (Carolinas) London Branch, as Agent and 
        NationsBank N.A. (Carolinas) London Branch and CommerzBank Atlanta 
        Agency, as Lenders (filed as Exhibit 10.69 to the 1995 10-K and 
        incorporated herein by reference thereto)
 
10.67   Greenfield Industries, Inc. Directors' Deferred Compensation Plan 
        (filed as Exhibit 10.70 to the 1995 10-K and incorporated herein by 
        reference thereto)
 
10.68   Greenfield Industries, Inc. Executive Deferred Compensation Plan 
        (filed as Exhibit 10.71 to the 1995 10-K and incorporated herein by 
        reference thereto)
 
10.69   Lease between RAGS II and Rule Industries, Inc. dated June 15, 1995 
        (filed as Exhibit 10.72 to the 1995 10-K and incorporated herein by 
        reference thereto)
 
10.70   Employment and Noncompetition Agreement, dated January 12, 1996 by 
        and between Greenfield Industries, Inc. and Henry G. Libby (filed as 
        Exhibit 10.73 to the 1995 10-K and incorporated herein by reference 
        thereto)
 
10.71   $367,000 Demand Note, dated January 24, 1996, by Henry G. Libby 
        to Rule Industries, Inc. (filed as Exhibit 10.74 to the 1995 10-K and
        incorporated herein by reference thereto)
 
10.72   Amendment and Waiver No. 3 to Amended and Restated Credit Facilities 
        and Reimbursement Agreement dated January 22, 1996 by and among 
        Greenfield Industries, Inc. and NationsBank of Georgia, National 
        Association, as Agent (filed as Exhibit 10.75 to the 1995 10-K
        and incorporated herein by reference thereto)
 
                                       19

<PAGE>   20
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.73   Corporate Development Consulting and Advisory Services
        Agreement, dated March 20, 1996, between Harbour Group Industries, Inc.
        and Greenfield Industries, Inc. (filed as Exhibit 10.76 to the 1995 10-K
        and incorporated herein by reference thereto)
 
10.74   Operations Consulting and Advisory Services Agreement,
        dated March 20, 1996, between Harbour Group, Ltd. and Greenfield
        Industries, Inc. (filed as Exhibit 10.77 to the 1995 10-K and
        incorporated herein by reference thereto)
 
10.75   Amendment No. 4 to Amended and Restated Credit Facilities and 
        Reimbursement Agreement, dated April 18, 1996, by and among Greenfield 
        Industries, Inc. and NationsBank of Georgia, National Association, as 
        Agent (filed as Exhibit 10.1 to the Company's March 31, 1996 10-Q, 
        filed with the Commision on May 3, 1996 (the "March 31, 1996 10-Q") 
        and incorporated herein by reference thereto)
 
10.76   Consent and Amendment No. 1 to Note Purchase Agreement, dated 
        April 18, 1996, between Greenfield Industries, Inc. and the
        Noteholders (filed as Exhibit 10.2 to the March 31, 1996 10-Q and
        incorporated herein by reference thereto)
 
10.77   Indenture, dated as of April 1, 1996, by Greenfield Industries, Inc. 
        to the Bank of New York, as Trustee (filed as Exhibit 10.3 to the 
        March 31, 1996 10-Q and incorporated herein by reference thereto)
 
10.78   Preferred Securities Guarantee Agreement, dated April 24, 1996, 
        between Greenfield Industries, Inc. and The Bank of New York, as 
        Trustee (filed as Exhibit 10.4 to the March 31, 1996 10-Q and
        incorporated herein by reference thereto)
 
10.79   Amended and Restated Declaration of Trust of Greenfield
        Capital Trust, dated as of April 1, 1996, by and among the Regular
        Trustees of Greenfield Capital Trust, Greenfield Industries, Inc., the
        Bank of New York and the Bank of New York (Delaware) (filed as Exhibit
        10.5 to the March 31, 1996 10-Q and incorporated herein by reference
        thereto)
 
10.80   Purchase Agreement, dated April 18, 1996, by and among Greenfield 
        Industries, Inc., Greenfield Capital Trust and CS First Boston, as 
        Representative of the Several Purchasers listed on Schedule A thereto 
        (filed as Exhibit 10.6 to the March 31, 1996 10-Q and incorporated 
        herein by reference thereto)
 
10.81   Registration Rights Agreement, dated April 24, 1996, by and among 
        Greenfield Industries, Inc., Greenfield Capital Trust and CS First 
        Boston Corporation, as Representative of the Several Purchasers
        (filed as Exhibit 10.7 to the March 31, 1996 10-Q and incorporated
        herein by reference thereto)
 
10.82   Restated Rights Agreement, dated as of February 6, 1996, by and 
        between Greenfield Industries, Inc. and First Chicago Trust Company 
        of New York, as Rights Agent (filed as Exhibit 10.8 to the March
        31, 1996 10-Q and incorporated herein by reference thereto)
 
10.83   Noncompetition Agreement between Ajita G. Rajendra and Greenfield 
        Industries, Inc. dated July 15, 1996 (filed as Exhibit 10.1 to the 
        Company's June 30, 1996 10-Q, filed with the Commission on August
        12, 1996 and incorporated herein by reference thereto)
 
                                       20

<PAGE>   21
 
                        INDEX TO EXHIBITS (continued)
 
EXHIBIT NO.
 
10.84   Credit Facilities and Reimbursement Agreement, dated December 9, 
        1996, by and among Greenfield Industries, Inc., Cirbo Limited and 
        Kemmer Hartmetallwerkzeuge, GmbH, as Borrowers, NationsBank,
        National Association, Wachovia Bank of Georgia, National Association,
        Suntrust Bank, Atlanta, CommerzBank AG, Atlanta Agency, National City
        Bank, Kentucky and First Union National Bank of Georgia, as Lenders, and
        NationsBank, National Association, as Agent
 
10.85   Greenfield Industries, Inc. Amended and Restated Employee Stock Option 
        Plan, as amended
 
10.86   Greenfield Industries, Inc. Amended and Restated 1995 Restricted
        Stock Bonus Plan
 
11      Computation of Earnings Per Common Share  
                                                  
13      Annual Report to Stockholders             
                                                  
21      Subsidiaries of the Registrant            
                                                  
23      Consents of Price Waterhouse LLP          
                                                  
24      Powers of Attorney                        
                                                  
27      Financial Data Schedule (for SEC use only)                  
 
                                       21

<PAGE>   22
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                               GREENFIELD INDUSTRIES, INC.
 
                               By: /s/ Gary L. Weller
                                  -------------------------------------------
                                               Gary L. Weller
                               Senior Vice President, Chief Financial Officer, 
                                               and Secretary
  
DATED: March 27, 1997
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 27, 1997.
 
         SIGNATURES                                    TITLE
         ----------                                    -----

             *                           Chairman of the Board
------------------------------
     Donald E. Nickelson


             *                           President, Chief Executive Officer and
------------------------------           Director (Principal Executive Officer)
        Paul W. Jones                                                          


    /s/ Gary L. Weller                   Senior Vice President, Chief Financial
------------------------------             Officer and Secretary 
        Gary L. Weller                   (PRINCIPAL FINANCIAL AND ACCOUNTING 
                                         OFFICER)
                                                                               
 
             *                           Director
------------------------------ 
     John W. Burge, Jr.
 
             *                           Director
------------------------------  
        Peter S. Finley
 
             *                           Director
------------------------------  
        James C. Janning
 
             *                           Director
------------------------------  
        Robert E. Lefton
 
             *                           Director
------------------------------  
      Robert W. Pratt, Jr.
 
             *                           Director
------------------------------  
     Julian M. Seeherman
 
             *                           Director
------------------------------  
     Dennis W. Sheehan
 
*BY: /s/ GARY L. WELLER
    --------------------------  
         Gary L. Weller
        Attorney-in-Fact
 

--------------
*Such signature has been affixed pursuant to the following Power of Attorney.
 
                                       22
<PAGE>   23
 
                               POWER OF ATTORNEY
 
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary L. Weller and Paul W. Jones, and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the 1996 Annual Report on Form 10-K of Greenfield
Industries, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite as fully to all intents and
purposes as he might or could do in person, and ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
 
                                       

<PAGE>   24
 
                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE
 
To the Board of Directors of
   Greenfield Industries, Inc.

 
Our audits of the consolidated financial statements referred to in our
report dated January 30, 1997, appearing on page 24 of the Annual Report to
Shareholders of Greenfield Industries, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement Schedule listed in item
14(2) of this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.


 
PRICE WATERHOUSE LLP

 
St. Louis, Missouri
January 30, 1997
 
                                      S-1
 
<PAGE>   25
                         GREENFIELD INDUSTRIES, INC.
 
          RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                            (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>

           COLUMN A                              COLUMN B        COLUMN C      COLUMN D        COLUMN E          COLUMN F
           --------                              --------        --------      --------        --------          --------
                                                                     ADDITIONS
                                                                     ---------                                                     
                                                                              CHARGED TO
                                                  BALANCE AT     CHARGED TO     OTHER
                                                 BEGINNING OF     COSTS AND    ACCOUNTS--     DEDUCTIONS--       BALANCE AT
          DESCRIPTION                               PERIOD        EXPENSES     DESCRIBE         DESCRIBE       END OF PERIOD
          -----------                               ------        --------     --------         --------       -------------
                                                         FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                              <C>             <C>           <C>            <C>               <C>

Reserve for doubtful ..........................  $   2,624       $   2,160     $    374       $    (1,395)      $     3,763
  and customer rebates                                                                                                     
Reserve for restructuring costs ...............  $   4,919       $   4,000     $  2,600       $    (8,148)      $     3,371

</TABLE>
 
     Deductions from the reserve for doubtful accounts and customer rebates
represent uncollectible accounts off, net of recoveries, and customer rebates
paid. Changes in the reserve for restructuring costs reflects implementation of
reorganization plans to reorganize the Company into six business groups, and
restructuring reserves established in connection with the acquisition of Rule
Industries, Inc.

<TABLE>
<CAPTION>
 
                                                         FOR THE YEAR ENDED DECEMBER 31, 1995
<S>                                              <C>             <C>           <C>            <C>               <C>
Reserve for doubtful                             $  2,089        $  1,486      $    188       $  (1,139)        $     2,624
  and customer rebates                            

Reserve for restructuring and                    $  6,788        $     --      $  4,230       $  (6,099)        $     4,919
  plant consolidation
</TABLE>
 
     Deductions from the reserve for doubtful accounts and customer rebates
represent uncollectible accounts off, net of recoveries, and customer rebates
paid. Changes in the reserve for restructuring and plant consolidat reflects
implementation of restructuring plans to restructure the Company's high speed
steel operations and addit reserves established in connection with the
acquisition of The Cleveland Twist Drill Company.
 
<TABLE>
<CAPTION>
 
                                                         FOR THE YEAR ENDED DECEMBER 31, 1994
<S>                                              <C>             <C>           <C>            <C>              <C>
Reserve for doubtful                             $1,207          $    605      $    498       $    (221)       $     2,089
  and customer rebates                                    

Reserve for restructuring and                    $1,228          $  1,300      $  6,250       $  (1,990)       $     6,788
     plant consolidation

</TABLE>
 
     Deductions from the reserve for doubtful accounts and customer rebates
represent uncollectible accounts off, net of recoveries, and customer rebates
paid. Amounts charged to other accounts represent the establishment reserve for
doubtful accounts established in purchase accounting for 1994 acquisitions.
Changes in the reserve f restructuring and plant consolidation costs reflect the
implementation of restructuring plans to consolidate the of the plant in
Switzerland into the German plant, and restructuring reserves established in
connection with the acquisition of The Cleveland Twist Drill Company.
 
                                       S-2