# SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-Q

# QUARTERLY REPORT UNDER
SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE
ACT OF 1934

For the Quarter Ended  March 31, 2004

Commission File Number  0-23539

|LADISH CO., INC.                                      
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Wisconsin                                                      |  | 31-1145953                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|5481 South Packard Avenue, Cudahy, Wisconsin                   |  | 53110                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

|(414) 747-2611                                      
|----------------------------------------------------
|(Registrant's telephone number, including area code)

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,  and (2) has been subject to such filing requirements for the past 90 days.

Yes  X          No

Indicate
by check mark whether the  Registrant  is an  accelerated  filer (as defined in Rule
12b-2 of the Exchange Act).

Yes            No  X

Indicate
the number of shares  outstanding  of each of the  issuer's  classes of common  stock,
 as of the latest practicable date.

|                              |  |                              
|----------------------------- |  | -----------------------------
|Class                         |  | Outstanding at March 31, 2004
|Common Stock, $0.01 Par Value |  | 13,023,393                   

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Page 2 of 12

# PART I 
FINANCIAL INFORMATION

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Page 3 of 12

# LADISH CO., INC.CONSOLIDATED
STATEMENTS OF OPERATIONS

(Dollars in Thousands,
Except Per Share Data)

|                                             | For the Three MonthsEnded March 31, | 
|-------------------------------------------- | ----------------------------------- | 
|
|Net sales                                    |                                     | 
|Cost of sales                                |                                     | 
|                                             |                                     | 
|Gross profit                                 |                                     | 
|Selling, general and administrative expenses |                                     | 
|                                             |                                     | 
|Income from operations                       |                                     | 
|Other income (expense):                      |                                     | 
|Interest expense                             |                                     | 
|Other, net                                   |                                     | 
|                                             |                                     | 
|Income (loss) before income tax benefit      |                                     | 
|Income tax benefit                           |                                     | 
|                                             |                                     | 
|Net income (loss)                            |                                     | 
|                                             |                                     | 
|Basic earnings (loss) per share              |                                     | 
|Diluted earnings (loss) per share            |                                     | 
|Basic weighted average shares outstanding    |                                     | 
|Diluted weighted average shares outstanding  |                                     | 

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# LADISH CO., INC.CONSOLIDATED BALANCE
SHEETS

(Dollars in Thousands,
Except Share Data)

|                                                                      | March 31,2004 |  | December 31,2003 |         
|--------------------------------------------------------------------- | ------------- |  | ---------------- | --------
|Assets                                                                |               |  |                  |         
|Current assets:                                                       |               | 
|Cash and cash equivalents                                             |               |  | $                | 8,660   
|Accounts receivable, less allowance of $181 and $191, respectively    |               |  |                  | 36,282  
|Inventories                                                           |               |  |                  | 46,698  
|Deferred income taxes                                                 |               |  |                  | 4,946   
|Prepaid expenses and other current assets                             |               |  |                  | 1,413   
|                                                                      |               |  |                  |         
|Total current assets                                                  |               |  |                  | 97,999  
|                                                                      |               |  |                  |         
|Property, plant and equipment:                                        |               | 
|Land and improvements                                                 |               |  |                  | 4,935   
|Buildings and improvements                                            |               |  |                  | 35,246  
|Machinery and equipment                                               |               |  |                  | 157,809 
|Construction in progress                                              |               |  |                  | 5,549   
|                                                                      |               |  |                  |         
|                                                                      |               |  |                  | 203,539 
|Less - accumulated depreciation                                       |               |  |                  | (115,451
|                                                                      |               |  |                  |         
|Net property, plant and equipment                                     |               |  |                  | 88,088  
|Deferred income taxes                                                 |               |  |                  | 24,725  
|Other assets                                                          |               |  |                  | 11,690  
|                                                                      |               |  |                  |         
|Total assets                                                          |               |  | $                | 222,502 
|                                                                      |               |  |                  |         
|Liabilities and Stockholders' Equity                                  |               | 
|Current liabilities:                                                  |               | 
|Senior notes                                                          |               |  | $                | 6,000   
|Accounts payable                                                      |               |  |                  | 19,721  
|Accrued liabilities:                                                  |               | 
|Pensions                                                              |               |  |                  | 5,012   
|Postretirement benefits                                               |               |  |                  | 3,848   
|Wages and salaries                                                    |               |  |                  | 4,711   
|Taxes, other than income taxes                                        |               |  |                  | 662     
|Interest                                                              |               |  |                  | 428     
|Paid progress billings                                                |               |  |                  | 1,045   
|Other                                                                 |               |  |                  | 1,799   
|                                                                      |               |  |                  |         
|Total current liabilities                                             |               |  |                  | 43,226  
|Long term liabilities:                                                |               | 
|Senior notes                                                          |               |  |                  | 24,000  
|Postretirement benefits                                               |               |  |                  | 35,637  
|Pensions                                                              |               |  |                  | 3,132   
|Other noncurrent liabilities                                          |               |  |                  | 209     
|                                                                      |               |  |                  |         
|Total liabilities                                                     |               |  |                  | 106,204 
|                                                                      |               |  |                  |         
|Stockholders' equity:                                                 |               | 
|Common stock - authorized 100,000,000, issued 14,573,515              |               | 
|shares at each date of $.01 par value                                 |               |  |                  | 146     
|Additional paid-in capital                                            |               |  |                  | 109,639 
|Retained earnings                                                     |               |  |                  | 29,200  
|Treasury stock, 1,550,122 shares of common stock at each date at cost |               |  |                  | (11,349 
|Additional minimum pension liability                                  |               |  |                  | (11,338 
|                                                                      |               |  |                  |         
|Total stockholders' equity                                            |               |  |                  | 116,298 
|                                                                      |               |  |                  |         
|Total liabilities and stockholders' equity                            |               |  | $                | 222,502 
|                                                                      |               |  |                  |         

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# LADISH CO., INC.CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

|                                                    | For the Three MonthsEnded March 31, | 
|--------------------------------------------------- | ----------------------------------- | 
|
|CASH FLOWS FROM OPERATING ACTIVITIES:               |                                     | 
|Net income (loss)                                   |                                     | 
|Adjustments to reconcile net income to net cash     |                                     | 
|provided by (used for) operating activities:        |                                     | 
|Depreciation                                        |                                     | 
|Deferred income taxes                               |                                     | 
|Gain on disposal of property, plant and equipment   |                                     | 
|Changes in assets and liabilities:                  |                                     | 
|Accounts receivable                                 |                                     | 
|Inventories                                         |                                     | 
|Other assets                                        |                                     | 
|Accounts payable and accrued liabilities            |                                     | 
|Other long-term liabilities                         |                                     | 
|                                                    |                                     | 
|Net cash used for operating activities              |                                     | 
|                                                    |                                     | 
|CASH FLOWS FROM INVESTING ACTIVITIES:               |                                     | 
|Additions to property, plant and equipment          |                                     | 
|Proceeds from sale of property, plant and equipment |                                     | 
|                                                    |                                     | 
|Net cash used in investing activities               |                                     | 
|                                                    |                                     | 
|CASH FLOWS FROM FINANCING ACTIVITIES:               |                                     | 
|Proceeds from senior debt                           |                                     | 
|                                                    |                                     | 
|Net cash provided by financing activities           |                                     | 
|                                                    |                                     | 
|DECREASE IN CASH AND CASH EQUIVALENTS               |                                     | 
|CASH AND CASH EQUIVALENTS, beginning of period      |                                     | 
|                                                    |                                     | 
|CASH AND CASH EQUIVALENTS, end of period            |                                     | 
|                                                    |                                     | 

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Page 6 of 12

# LADISH CO., INC.NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

(Dollars in Thousands,
Except Share Data)

|(1) | Basis
of Presentation
|--- | ---------------------

In the opinion of the Company, the
accompanying unaudited consolidated condensed financial statements contain all adjustments
necessary to present fairly its financial position at March 31, 2004 and December 31, 2003
and its results of operations and cash flows for the three months ended March 31,
2004 and March 31, 2003. All adjustments are of a normal recurring nature.

The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with Article 10 of
Regulation S-X and therefore do not include all information and footnotes necessary for a
fair presentation of the financial position, results of operations and cash flows in
conformity with accounting principles generally accepted in the United States of America.
The Company has filed a report on Form 10-K which contains audited consolidated financial
statements that include all information and footnotes necessary for a fair presentation of
its financial position at December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders equity, and cash flows for the years ended
December 31, 2003, 2002 and 2001.

The preparation of financial
statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results will likely differ from those
estimates, but management believes such differences will not be material.

The results of operations for any
interim period are not necessarily indicative of the results to be expected for a full
year.

|(2) | Inventories
|--- | -----------

Inventories consisted of:

|                                   | March 31,2004 |  | December 31,2003
|---------------------------------- | ------------- |  | ----------------
|                                   |               |  |                 
|Raw material and supplies          |               |  | $               
|Work-in-process and finished goods |               |  |                 
|Less progress payments             |               |  |                 
|                                   |               |  |                 
|Total inventories                  |               |  | $               
|                                   |               |  |                 

|(3) | Interest
and Income Tax Payments
|--- | --------------------------------

|             | For the Three MonthsEnded March 31, | 
|------------ | ----------------------------------- | 
|
|             |                                     | 
|Interest     |                                     | 
|Income taxes |                                     | 

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|(4) | Cash
and Cash Equivalents
|--- | -------------------------

Cash in excess of daily requirements
is invested in marketable securities consisting of commercial paper and repurchase
agreements which mature in three months or less. Such investments are deemed to be cash
equivalents.

|(5) | Revenue
Recognition
|--- | -------------------

Sales revenue is recognized when the
title and risk of loss have passed to the customer, there is pervasive evidence of an
arrangement, delivery has occurred or the services provided, the sales price is
determinable and collectibility is reasonably assured. This generally occurs at the time
of shipment. Net sales include freight out as well as reductions for returns and
allowances, and sales discounts. Progress payments on contracts are generally recognized
as reductions of the related inventory costs. Progress payments in excess of inventory
costs are reflected as a liability.

|(6) | Refund
From Internal Revenue Service and Income Taxes
|--- | -----------------------------------------------------

Included in the first three months of
2003 as a reduction of selling, general and administrative expenses is $1,250 received
from the Internal Revenue Service for the refund of certain pension excise taxes expensed
and paid in prior years. Due to the nature of this item, it has been treated as a
significant infrequently occurring item in determining the provision for income taxes. The
provision for income taxes for the three months ended March 31, 2003 includes $424 related
to this item.

The first quarter 2004 tax benefit of
$(173) reflects an annualized effective tax rate of 29% versus the statutory rate of 35%
due primarily to the benefit of the Extra-Territorial Income Exclusion on foreign sales.

|(7) | Earnings
Per Share
|--- | ------------------

The incremental difference between
basic weighted average shares outstanding and diluted weighted average shares outstanding
is due to the dilutive impact of outstanding options and warrants. For the quarter ended
March 31, 2004, common stock equivalents were deemed to be anti-dilutive to loss per
share.

|(8) | StockholdersEquity
|--- | -------------------

The Company has a Long-Term Incentive
Plan (the Plan) that covers certain employees. Under the Plan, incentive stock
options for up to 983,333 shares may be granted to employees of the Company of which
955,333 options have been granted. These options expire ten years from the grant date.
Options granted vest over two years. There were no options granted in the quarters ended
March 31, 2004 and 2003. During 2003 fiscal year, 17,500 options were forfeited. As of
March 31, 2004, 697,834 options granted under the Plan remain outstanding and exercisable.
During 2003, 496,188 stock options expired.

The Company accounts for its option
grants using the intrinsic value based method pursuant to APB Opinion No. 25 and Statement
of Financial Accounting Standards No. 123 (SFAS 123) under which no
compensation expense was recognized in the three-month period ending March 31, 2004. Had
compensation cost for these options been determined pursuant to the fair value method
under SFAS 123, the Companys pro forma net income and diluted earnings per share
would have been as follows:

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|                           | For the Three-Month Period
|-------------------------- | --------------------------
|
|
|Net income                 |                           
|Diluted earnings per share |                           

|Because
the SFAS 123 method of accounting has not been applied to options granted prior to
January 1, 1995, and additional awards in future years are anticipated, the effect of
applying SFAS 123 in the above pro forma disclosure is not necessarily indicative of
future results.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Page 9 of 12

# MANAGEMENTS
DISCUSSIONAND ANALYSIS OF
RESULTS OF OPERATIONS ANDCHANGES IN FINANCIAL
POSITION

(Dollars in Thousands)

RESULTS OF OPERATIONS

First Quarter 2004
Compared to First Quarter 2003

Net sales for the three months ended
March 31, 2004 were $50,716 compared to $47,307 for the same period in 2003. The 7%
increase in sales for the first quarter of 2004 was due to the overall improvement in the
aerospace industry along with a significantly stronger demand for industrial forgings.
Gross profit for the first quarter of 2004 increased to 4.7% of sales in contrast to 4.3%
of sales in the first quarter of 2003 primarily as a result of cost reduction efforts
partially offset by margin pressures in 2004. Cost reductions in the first quarter of 2004
included lower unit cost of natural gas, reduced manpower and lower benefit costs.

Selling, general and administrative
expenses, as a percentage of sales, were 4.6% for the first quarter of 2004 compared to
2.4% for the same period in 2003. The variation in SG&A expenses between the periods
was directly attributable to the Companys recognition of a benefit of $1,250 in 2003
from the refund of excise taxes on the defined benefit programs of the Company.

Interest expense for the three-month
period in 2004 was $634 in contrast to $529 in 2003. The lower interest expense in 2003
reflects the requirement to capitalize interest costs associated with construction of
plant and equipment projects. During the first quarter of 2004, the Companys
revolving credit facility had an interest rate equal to the LIBOR rate plus 1.50% per
annum and the senior notes bore interest at the rate of 7.19% per annum. The Company had
no borrowings under the revolving credit facility in the first quarter of 2004.

The first quarter tax benefit of
$(173) reflects an annualized effective tax rate of 29% versus the statutory rate of 35%
due primarily to the benefit of the Extra-Territorial Income Exclusion on foreign sales.
The Company has significant net operating loss (NOL) carryforwards which
largely offset most calculated tax liabilities of the Company. For financial statement
purposes, the Company has recorded as a deferred tax asset the tax benefits attributable
to the NOL carryforwards. Therefore, the Company uses an effective tax rate which reflects
federal and state taxes without a reduction for actual NOL usage. See Note 6 to the
consolidated financial statements and Liquidity and Capital Resources.

The Companys net loss for the
first quarter of 2004 was $425, a $999 decline from the same period in 2003. The decrease
in profitability was directly due to the above described credit to SG&A expense in
2003 due to the receipt of the $1,250 excise tax refund. The Companys contract
backlog at March 31, 2004 was $226,684 as the Company received $59,046 of new orders in
the first quarter of 2004.

Liquidity and Capital
Resources

The Companys cash position as
of March 31, 2004 is $2,321 less than its position at December 31, 2003. The year-to-date
decline in cash is a result of a reduction in cash from operating activities due to
increases in accounts receivable and inventory partially offset by an increase in trade
payables. In addition, cash was reduced in the first quarter by an interest payment on the
Notes and a pension contribution of $898.

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Page 10 of 12

On July 20, 2001, the Company sold
$30,000 of Notes in a private placement to certain institutional investors. The Notes bear
interest at a rate of 7.19% per annum with the interest being paid semiannually. The Notes
have a seven-year duration with the principal amortizing equally over the remaining
duration after the third year. The Company used the proceeds from the Notes to repay
outstanding borrowings and for working capital purposes. The Notes begin amortizing in the
third quarter of 2004, therefore $6,000 of the Notes have been classified as a current
liability.

In conjunction with the private
placement of the Notes, the Company and a syndicate of lenders entered into a credit
facility on July 17, 2001 (the Facility). The Facility consisted of a $50,000
revolving line of credit which bore interest at a rate of LIBOR plus 0.80%. On April 12,
2002, the Facility was modified to reduce the revolving line of credit to $45,000. On
December 31, 2002, the Facility was further modified to reduce the revolving line of
credit to $25,000. The interest rate on the Facility was LIBOR plus 1.50% as of March 31,
2004. At March 31, 2004, $7,674 was available pursuant to the terms of the Facility. There
were no borrowings under the Facility as of March 31, 2004.

The Company has NOL carryforwards
that were generated prior to its 1993 reorganization, as well as NOL carryforwards that
were generated in subsequent years. The total remaining NOL carryforwards were $37,443 as
of December 31, 2003. The NOL carryforwards expire gradually in the years 2008 through
2022.

The Companys initial public
offering in March 1998 created an ownership change as defined by the IRS. This ownership
change generated an IRS imposed limitation on the utilization of NOL carryforwards on
future tax returns. The annual use of the NOL carryforwards is limited to the lesser of
the Companys taxable income or the amount of the IRS imposed limitation. The NOL
carryforwards available for use annually is $11,865. Of the $11,865 annual limitation,
$2,142 relates to a previous restriction on NOL carryforwards generated prior to the 1993
reorganization.

Realization of the net deferred tax
assets, including those attributable to the NOL carryforwards, over time is dependent upon
the Company generating sufficient taxable income in future periods. In determining that
realization of the net deferred tax assets was more likely than not, the Company has given
consideration to a number of factors including its recent earnings history, expectations
for earnings in the future, the timing of reversal of temporary differences, tax planning
strategies available to the Company and the expiration dates associated with NOL
carryforwards. If, in the future, the Company determines that it is no longer more likely
than not that the net deferred tax assets will be realized, a valuation allowance will be
established against all or part of the net deferred tax assets with an offsetting charge
to the income tax provision.

Item 3.   Quantitative and
Qualitative Disclosures about Market Risk

The Company believes that its
exposure to market risk related to changes in foreign currency exchange rates and trade
accounts receivable is immaterial as all of the Companys sales are made in U.S.
dollars. The Company does not consider itself subject to the market risks addressed by
Item 305 of Regulation S-K.

---

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Page 11 of 12

Any statements contained herein that
are not historical facts are forward-looking statements within the meaning of the Private
Securities Legislation Reform Act of 1995, and involve risks and uncertainties. These
forward-looking statements include expectations, beliefs, plans, objectives, future
financial performance, estimates, projections, goals and forecasts. Potential factors
which could cause the Companys actual results of operations to differ materially
from those in the forward-looking statements include:

|  |                                                                    |   |                    
|- | ------------------------------------------------------------------ | - | -------------------
| | Market conditions and demand for the Company's products            |  | Competition        
| | Interest rates and capital costs                                   |  | Technologies       
| | Unstable governments and business conditions in emerging economies |  | Raw material prices
| | Legal, regulatory and environmental issues                         |  | Taxes              

Any forward-looking statement speaks
only as of the date on which such statement is made. The Company undertakes no obligation
to update any forward-looking statement to reflect events or circumstances after the date
on which such statement is made.

Item 4.   Controls and
Procedures

The registrants certifying
officers have evaluated the effectiveness of the design and operation of the
Companys internal controls and disclosure controls and procedures as of the end of
the period covered by this quarterly report. Based upon that review, the certifying
officers have concluded that the internal controls and disclosure controls and procedures
are effectively operating to ensure that material information relating to the Company and
its consolidated subsidiaries is made known to such officers by others within those
entities, particularly during the period in which this quarterly report was being
prepared. The review of internal controls and disclosure controls and procedures did not
reveal any significant deficiencies in the design or operation, which could adversely
affect the Companys ability to record, process, summarize and report financial data.
The Company did not discover any material weaknesses in these controls or procedures, nor
did the Company discover any fraud of any kind involving management or other employees who
have a significant role in the Companys internal controls. There were no significant
changes in the internal controls or in other factors that could significantly affect
internal controls subsequent to the date of evaluation, including any corrective actions
taken with regard to significant deficiencies or material weaknesses, and there are no
corrective actions contemplated as of the date of this report. The Company did not
identify any significant changes that need to be made to ensure the effectiveness of the
internal controls or the disclosure controls and procedures. Nor did the Company identify
any other factors that could materially affect the internal controls occurring after the
date of our certification.

# PART II  OTHER
INFORMATION

Item 4.   Submission of
Matters to a Vote of Security Holders

No matter was submitted to a vote of
the stockholders during the period covered by this report.

Item 5.   Other Information

None

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Page 12 of 12

Item 6.   Exhibits and
Reports on Form 8-K

|(a) | Exhibit
31.1 is the written statement of the chief executive officer of the
               Company certifying this Form 10-Q complies with the requirements of
Section                13(a) of the Securities Exchange Act of 1934.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit
31.2 is the written statement of the chief financial officer of the Company certifying
this Form 10-Q complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit
32.1 is the written statement of the chief executive officer and chief financial officer
of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A
Form 8-K was filed by the Company on January 29, 2004 announcing financial
               results for the year ended December 31, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

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, thereunto duly authorized.

|                   | LADISH CO., INC.
|------------------ | ----------------
|Date:  May 4, 2004 | By:             
|                   |