AMENDMENT NUMBER ONE


              This Amendment  Number One is dated as of August 1, 1997 and is to
the Credit Agreement (the "Credit Agreement") among Hardinge Brothers, Inc. (now
Hardinge  Inc.)  the  Bank's  signatory  thereto  and The Chase  Manhattan  Bank
(National  Association)  (now The Chase  Manhattan  Bank) as Agent,  dated as of
August 1, 1994.

              The undersigned  hereby agree that the Credit Agreement is amended
as follows:

              1.  The "Termination Date" as defined in the Credit Agreement
shall mean August 1, 1997.

              2. As of August 1, 1997 all  outstanding  Loans,  except for those
set forth on Schedule A annexed  hereto (the  "Outstanding  Loans"),  shall have
repaid and the Commitments  shall be reduced to an amount equal to the principal
balance of the Outstanding Loans.

              3. The amount of the Commitments  shall be further reduced as each
of the Outstanding Loans matures, and on September 29, 1997 the Credit Agreement
shall terminate for all purposes.

              4. This  Amendment  Number  One may be  executed  in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any parties  hereto may execute  this  Amendment  Number One by
signing any such counterpart.

              IN WITNESS WHEREOF,  the parties hereto have caused this Amendment
Number One to be duly executed as of the day and year first above written.


                                     HARDINGE INC.
                                     f/k/a Hardinge Brothers, Inc.

                                     By:   /s/ Robert E. Agan
                                         Robert E. Agan, Chairman of the Board
                                         and Chief Executive Officer


                                     AGENT:

                                     THE CHASE MANHATTAN BANK,
                                     Successor to The Chase Manhattan Bank
                                     (National Association)

                                     By:   /s/ Christine M. McLeod
                                         Christine M. McLeod, Vice President



                                     FLEET BANK, Successor to
                                     National Westminster Bank, USA

                                     By:   /s/ Jon M. Fogle
                                         Jon M. Fogle, Assistant Vice President


                                     THE CHASE MANHATTAN BANK
                                     f/k/a Chemical Bank

                                     By:   /s/ Christine M. McLeod
                                         Christine M. McLeod, Vice President






                                   SCHEDULE A


HARDINGE, INC.
REVOLVING CREDIT FACILITY              Dated:  August 1, 1994


BANK NAMES:  OUTSTANDING LOANS



                                                                                  
                                        US DOLLARS        BRITISH POUNDS       SWISS FRANCS       SWISS FRANCS
                                      MATURE 8-18-97      MATURE 9-29-97      MATURE 8-14-97     MATURE 8-28-97

THE CHASE MANHATTAN BANK               $1,000,000.00        500,000.00         3,500,000.00       2,000,000.00
successor to The Chase Manhattan
Bank (National Association)

THE CHASE MANHATTAN BANK                 $500,000.00        250,000.00         1,750,000.00       1,000,000.00
f/k/a Chemical Bank

FLEET BANK, successor to                 $500,000.00        250,000.00         1,750,000.00       1,000,000.00
National Westminster Bank,
USA

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             TOTALS                    $2,000,000.00  (lb)1,000,000.00     Sfr 7,000,000.00   Sfr 4,000,000.00
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