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                                  UNITED STATES
                       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 (date of earliest event reported)            February 19, 2001

                        Commission file number: 333-17305

                         International Knife & Saw, Inc.

             (Exact name of registrant as specified in its charter)

        Delaware                                       57-0697252
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                    Identification No.)

                                 1299 Cox Avenue
                            Erlanger, Kentucky 41018
                    (Address of principal executive offices)

                                 (859) 371-0333
              (Registrant's telephone number, including area code)









                                      None
- --------------------------------------------------------------------------------
           (former name or former address, if changed since last year)





Items 1, 2, 3, 4, 6, 8 and 9.

         Not applicable.

Item 5.  Other Events

         On February 19, 2001 the Company issued the following news release:

                              FOR IMMEDIATE RELEASE

            International Knife & Saw, Inc. Retains Financial Advisor

         Cincinnati,  OH February  19, 2001 -  International  Knife & Saw,  Inc.
announced  today that  Jefferies  & Company,  Inc.  has been  retained to act as
financial advisor to IKS.

         William M. Schult, IKS's Chief Financial Officer, stated, "The decision
to retain Jefferies was made to begin what we hope will be a prompt,  consensual
process  to  address  the  company's  highly  leveraged  capital  structure.  In
particular,   IKS  expects   Jefferies  to  assist  the  company  in  developing
alternatives  in  connection   with  a  restructuring   of  its  11-3/8%  Senior
Subordinated Notes due 2006."

         IKS is a global leader in the manufacturing, servicing and marketing of
industrial and commercial machine knives and saws.

         This press release contains  forward looking  statements which are made
pursuant to the safe harbor  provisions of the Securities  Litigation Reform Act
of 1995,  which involve risks and  uncertainties  that may affect IKS's business
and prospects.  Such forward looking  statements  include,  without  limitation,
beliefs  as to IKS's  restructuring  and other  alternatives.  Investors  should
consult  IKS's  ongoing  interim and  quarterly  filings and annual  reports for
additional   information   on  the   risks   and   uncertainties   relating   to
forward-looking  statements.  Investors  are  cautioned  not to  rely  on  these
forward-looking   statements.   IKS  does  not   undertake   to   update   these
forward-looking statements.

         For further information,  please contact William M. Schult, IKS's Chief
Financial Officer, at (859) 283-6697.

Item 7.  Financial Statements and Exhibits

         (a) Financial Statements of Businesses Acquired

             Not Applicable

         (b) Pro Forma Financial Information

             Not Applicable

         (c) Exhibits

             10.20 Security  Agreement dated December 11, 2000 between  Deutsche
             Bank and the Company
             10.21 First Amendment to Security  Agreement dated January 24, 2001
             between Deutsche Bank and the Company





                                   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.

                               INTERNATIONAL KNIFE & SAW, INC.

                           By:   /s/ William M. Schult
                               ------------------------------------------
                                     William M. Schult
                                     Executive Vice President - Chief Financial
                                     Officer, Treasurer and Secretary (Principal
                                     Financial and Accounting Officer, and
                                     Executive Committee member)


                               February 20, 2001









                                  EXHIBIT INDEX

      Exhibit
      No.         Description
      -------     -------------------------------------------------------------

      10.20       Security  Agreement  dated December 11, 2000 between  Deutsche
                  Bank and the Company.
      10.21       First  Amendment to Security  Agreement dated January 24, 2001
                  between Deutsche Bank the Company.