UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HARDINGE INC.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
412324 30 3
(CUSIP Number)
Richard L. Simons, Executive Vice President and
Chief Financial Officer
Hardinge Inc., One Hardinge Drive, P.O. Box 1507,
Elmira, NY 14902-1507, Telephone: (607) 734-2281,
with a copy to J. Philip Hunter, Esq., Sayles & Evans,
One West Church Street, Elmira, NY 14901;
Telephone: (607) 734-2271
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ___
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
CUSIP No. 412324 30 3
1. Richard L. Simons S.S.# 083-50-5944
2. (b) X
3.
4. Not Applicable
5.
6. U.S.A.
7. 75,548
8. 0
9. 75,548
10. 0
11. 75,548
12.
13. .853%
14. IN
Page 2 of 5 Pages
SCHEDULE 13D
Item 1. Security and Issuer:
Common Stock, Par Value $.01 ("Shares")
Hardinge Inc.
One Hardinge Drive
P.O. Box 1507
Elmira, New York 14902
Item 2. Identity and Background:
(a) Name
Richard L. Simons
(b) Business Address
One Hardinge Drive
P.O. Box 1507
Elmira, NY 14902-1507
(c) Present principal occupation
Executive Vice President and
Chief Financial Officer
(d, e) Legal proceedings
None
(f) Citizenship
U.S.A. - State of New York
Item 3. Source and Amount of Funds or Other Consideration:
Richard L. Simons has acquired shares of Hardinge Inc. common
stock from time to time under various executive incentive stock
plans of the Issuer, with personal funds. As of the date hereof,
72,888 shares are owned individually and 2,660 shares are held for
Mr. Simons' account in the Issuer's Savings Plan.
Page 3 of 5 Pages
Item 4. Purpose of Transaction:
Since Richard L. Simons' appointment as a co-trustee of the
Issuer's Pension Plan on May 1, 2001, Mr. Simons' beneficial
ownership has exceeded 5%. Mr. Simons resigned as co-trustee under
said Plan on January 30, 2004 and the Issuer's 383,886 shares
formerly held by him as co-trustee were transferred to the Issuer's
Pension Plan trustee, Chemung Canal Trust Company. Mr. Simons'
ownership is for investment purposes only and he has no plans to
cause a change of control of Hardinge Inc. or to take any other
action enumerated in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer:
(a) Aggregate Number and Percentage Owned
75,548, .853% based on 8,857,849 shares outstanding on December 31,
2003 as reported by the Issuer.
(b) Number of Shares as to which such person has:
(i) sole power to vote or to direct the
vote 75,548
(ii) shared power to vote or to direct
the vote 0
(iii) sole power to dispose or to
direct the disposition of 75,548
(iv) shared power to dispose or to
direct the disposition of 0
(c) Transactions during past sixty days:
Since Richard L. Simons' appointment as a co-trustee of the
Issuer's Pension Plan on May 1, 2001, Mr. Simons' beneficial
ownership has exceeded 5%. Mr. Simons resigned as co-trustee under
said Plan on January 30, 2004 and the Issuer's 383,886 shares
formerly held by him as co-trustee were transferred to the Issuer's
Pension Plan trustee, Chemung Canal Trust Company.
(d) Rights of any other persons to owned Shares:
Mr. Simons is aware of other persons with the right to receive
or the power to direct and receive dividends from or the proceeds
of the sale of, Shares, but to the best knowledge of Mr. Simons,
none of such persons beneficially own more than 5% of the
outstanding Shares, except those disclosed in the Issuer's most
recent proxy statement and in one Schedule 13D filed since the
filing date of said proxy statement.
Page 4 of 5 Pages
(e) Date upon which Ceased to be 5% Beneficial Owner:
January 30, 2004
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer:
None
Item 7. Material to Be Filed as Exhibit:
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 6, 2004
Signature:
___________________________________
Name: Richard L. Simons
Page 5 of 5 Pages