EXHIBIT 10(bb)
                         AMENDMENT NO. 1


         Pursuant to Section 14 of that certain Employment
Agreement by and between Blount International, Inc. ("Company")
and Harold E. Layman ("Executive") dated as of the 22nd day of
August, 1994 ("Agreement"), the parties hereby amend and modify
such Agreement ("Amendment No. 1") and agree that effective from
and after the 11th day of October, 1998, the following be added
as a new Section 5.3 (c):
         "(c) As of Executive's date of termination as described
in this Section 5.3, any offset that would otherwise be
applicable to the benefit payable to Executive under the Blount
Deferred Compensation Plan adopted October 9, 1998 (or any
successor or substitute plan "SERP") for benefits payable under a
prior employer's retirement plan (whether qualified or non-
qualified) shall not apply, and Executive's SERP shall be
calculated without regard to any such offset."
         IN WITNESS WHEREOF, the parties have executed this
Amendment No. 1 effective October 11, 1998.
                                 EXECUTIVE:


                                 _____________________________
                                 HAROLD E. LAYMAN
                                 Executive Vice President &
                                 Chief Financial Officer

                                 COMPANY:

                                 BLOUNT INTERNATIONAL, INC.
         

                                 By: ___________________________
                                 JOHN M. PANETTIERE
                                 President 
                                 & Chief Executive Officer
Witness:_____________________

_____________________________
Notary Public