# 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, 2005

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  X          No

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, 2005
|Common Stock, $0.01 Par Value |  | 13,689,393                   

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# 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 provision (benefit) |                                     | 
|Income tax provision (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,
2005 |  | December 31,
2004
|-------------------------------------------------------- | -------------- |  | -----------------
|Assets                                                   |                |  |                  
|Current assets:                                          |                | 
|Cash and cash equivalents                                |                |  | $                
|Accounts receivable, less allowance of $176 at each date |                |  |                  
|Inventories                                              |                |  |                  
|Deferred income taxes                                    |                |  |                  
|Prepaid expenses and other current assets                |                |  |                  
|                                                         |                |  |                  
|Total current assets                                     |                |  |                  
|                                                         |                |  |                  
|Property, plant and equipment:                           |                | 
|Land and improvements                                    |                |  |                  
|Buildings and improvements                               |                |  |                  
|Machinery and equipment                                  |                |  |                  
|Construction in progress                                 |                |  |                  
|                                                         |                |  |                  
|                                                         |                |  |                  
|Less - accumulated depreciation                          |                |  |                  
|                                                         |                |  |                  
|Net property, plant and equipment                        |                |  |                  
|Deferred income taxes                                    |                |  |                  
|Other assets                                             |                |  |                  
|                                                         |                |  |                  
|Total assets                                             |                |  | $                
|                                                         |                |  |                  
|Liabilities and Stockholders' Equity                     |                | 
|Current liabilities:                                     |                | 
|Accounts payable                                         |                |  | $                
|Senior notes                                             |                |  |                  
|Senior bank debt                                         |                |  |                  
|Accrued liabilities:                                     |                | 
|Pensions                                                 |                |  |                  
|Postretirement benefits                                  |                |  |                  
|Wages and salaries                                       |                |  |                  
|Taxes, other than income taxes                           |                |  |                  
|Interest                                                 |                |  |                  
|Profit sharing                                           |                |  |                  
|Paid progress billings                                   |                |  |                  
|Other                                                    |                |  |                  
|                                                         |                |  |                  
|Total current liabilities                                |                |  |                  
|Long term liabilities:                                   |                | 
|Senior notes                                             |                |  |                  
|Postretirement benefits                                  |                |  |                  
|Pensions                                                 |                |  |                  
|Other noncurrent liabilities                             |                |  |                  
|                                                         |                |  |                  
|Total liabilities                                        |                |  |                  
|                                                         |                |  |                  
|Stockholders' equity:                                    |                | 
|Common stock - authorized 100,000,000, issued 14,573,515 |                | 
|shares at each date of $.01 par value                    |                |  |                  
|Additional paid-in capital                               |                |  |                  
|Retained earnings                                        |                |  |                  
|Treasury stock, 884,122 and 911,789 shares of            |                | 
|common stock at each date at cost                        |                |  |                  
|Additional minimum pension liability                     |                |  |                  
|                                                         |                |  |                  
|Total stockholders' equity                               |                |  |                  
|                                                         |                |  |                  
|Total liabilities and stockholders' equity               |                |  | $                
|                                                         |                |  |                  

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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                                      |                                     | 
|Tax effect related to stock options               |                                     | 
|Charge in lieu of taxes related to goodwill       |                                     | 
|Non-cash compensation related to stock options    |                                     | 
|Deferred income taxes                             |                                     | 
|Loss 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        |                                     | 
|                                                  |                                     | 
|Net cash used in investing activities             |                                     | 
|                                                  |                                     | 
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                     | 
|Proceeds from senior bank debt                    |                                     | 
|Issuance of common stock                          |                                     | 
|                                                  |                                     | 
|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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# 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, 2005 and December 31, 2004
and its results of operations and cash flows for the three months ended March 31,
2005 and March 31, 2004. 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, 2004 and 2003, and the related consolidated
statements of operations, stockholders equity, and cash flows for the years ended
December 31, 2004, 2003 and 2002.

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,
2005 |  | December 31,
2004
|---------------------------------- | -------------- |  | -----------------
|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 have been 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) | Income
Taxes
|--- | ------------

The first quarter 2005 tax provision
of $1,560 reflects an annualized effective tax rate of 37%. The Company is reflecting a
higher tax rate due to the repeal of the Extra-Territorial Income Exclusion credit.

|(7) | Pensions
and Postretirement Benefits
|--- | ------------------------------------

The components of net periodic
benefit costs recognized for the three-month periods ending March 31, 2005 and 2004 are
presented in the table below.

|                                    | Pension Benefits |  | OtherPostretirement Benefits |       
|----------------------------------- | ---------------- |  | ---------------------------- | ------
|
|Service cost                        |                  |  | $                            | 201   
|Interest cost                       |                  |  |                              | 2,885 
|Expected return on plan assets      |                  |  |                              | (3,867
|Amortization of prior service cost  |                  |  |                              | 133   
|Amortization of the net (gain) loss |                  |  |                              | 610   
|                                    |                  |  |                              |       
|Net periodic benefit cost (income)  |                  |  | $                            | (38   
|                                    |                  |  |                              |       

Contributions:The Company previously disclosed in
its financial statements for the year ended December 31, 2004, that it expects to
contribute $4,003 to its pension plans in 2005. As of March 31, 2005, the Company has made
$10 of cash contributions to the pension plans versus $918 during the same period in 2004.
The Company still estimates its total contribution to its pension plans in 2005 will be
$4,003.

|(8) | 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.

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|(9) | 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
946,833 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, 2005 and 2004. As of March 31, 2005, 548,334 options granted under the Plan
remain outstanding and exercisable. During the first quarter of 2005, 27,667 stock options
were exercised and shares were issued from Treasury Stock.

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, 2005. 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:

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

|(10) | Legal
Proceedings
|---- | -----------------

From time to time the Company is
involved in legal proceedings relating to claims arising out of its operations in the
normal course of business. Although the Company believes that there are no material legal
proceedings pending or threatened against the Company or any of its properties, the
Company has been named as a defendant in approximately seventy-three (73) asbestos cases
in Mississippi and three (3) asbestos cases in Illinois. As of the date of this filing,
the Company has been dismissed from forty-three (43) of the cases in Mississippi and two
(2) of the cases in Illinois. The Company has never manufactured or processed asbestos.
The Companys only exposure to asbestos involves products the Company purchased from
third parties. The Company has notified its insurance carriers of these claims and is
vigorously defending these actions.

|(11) | New
Accounting Pronouncements
|---- | -----------------------------

In March 2005, the Financial
Accounting Standards Board issued Interpretation No. 47 (FIN 47), Accounting
for Conditional Asset Retirement Obligations. FIN 47 clarifies that an entity must record
a liability for a conditional asset retirement obligation if the fair value of
the obligation can be reasonably estimated. The provision is effective no later than the
end of fiscal years ending after December 15, 2005. The Company has not determined what
effect, if any, FIN 47 will have on its financial position or results of operations.

The Company currently expects to
adopt Statement of Financial Accounting Standards No. 123 (revised), Share-Based Payment,
effective January 1, 2006, based on the new effective date announced by the SEC. This
cumulative effect of initially applying this Statement, if any, is recognized as of the
effective date. Because the Company has no unvested options, it is expected that adoption
will have no material effect on the results of operations or financial position as of the
effective date.

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

(Dollars in Thousands)

RESULTS OF OPERATIONS

First Quarter 2005
Compared to First Quarter 2004

Net sales for the three months ended
March 31, 2005 were $65,094 compared to $50,716 for the same period in 2004. The 28%
increase in sales for the first quarter of 2005 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 2005 increased to 11.2% of sales in contrast to 4.7%
of sales in the first quarter of 2004 primarily as a result of increased sales which
permit better absorption of fixed costs, along with improved pricing of by-product sales
in 2005.

Selling, general and administrative
expenses, as a percentage of sales, were 4.0% for the first quarter of 2005 compared to
4.6% for the same period in 2004. The variation in SG&A expenses as a percentage of
sales between the periods was directly attributable to the Companys increased sales
and cost containment efforts, partially offset by the recognition in 2005 of $55 of
expense in accordance with Financial Accounting Standards Board Interpretation No. 44 on
the variable pricing portion of the Companys stock option program.

Interest expense for the three-month
period in 2005 was $446 in contrast to $634 in 2004. The lower interest expense in 2005
reflects the reduction in the amount of senior notes outstanding. During the first quarter
of 2005, 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 $500 of borrowings under the revolving credit facility at the
end of the first quarter of 2005.

The first quarter tax provision of
$1,560 reflects an annualized effective tax rate of 37%. 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 income for the
first quarter of 2005 was $2,658, a $3,083 increase from the same period in 2004. The
increase in profitability was due to the above described sales increase in 2005 along with
the recognition of $1,100 of income related to developmental costs on a new program, which
were recorded in a previous period. The Companys contract backlog at March 31, 2005
was $332,441 as the Company received $123,645 of new orders in the first quarter of 2005,
in comparison to a backlog of $226,684 at March 31, 2004 and $59,046 of new orders in the
first quarter of 2004.

Liquidity and Capital
Resources

The Companys cash position as
of March 31, 2005 is $2,424 less than its position at December 31, 2004. 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 of 2005 by an interest
payment on the senior notes and $2,240 of capital expenditures.

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On July 20, 2001, the Company sold
$30,000 of senior notes in a private placement to certain institutional investors. The
senior notes bear interest at a rate of 7.19% per annum with the interest being paid
semiannually. The senior 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 senior notes to repay outstanding borrowings and for working capital purposes.
The first amortization payment of $6,000 was made on July 20, 2004.

In conjunction with the private
placement of the senior 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, 2005. There was $500 of borrowings under the Facility as of March
31, 2005. The remaining $24,500 of the line of credit was available pursuant to the terms
of the Facility.

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 $42,838 as
of December 31, 2004. The NOL carryforwards expire gradually in the years 2007 through
2024.

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              
| | Health care costs                                                 

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

Under the direction of the principal
executive officer and principal financial officer, the Company has evaluated the
effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2005. Based on that evaluation, the Company has
concluded that its disclosure controls and procedures were effective in providing
reasonable assurance that material information required to be disclosed is included on a
timely basis in the reports filed with the Securities and Exchange Commission.

There were no significant changes in
the Companys internal controls over financial reporting or in other factors that
could significantly affect these controls during the quarter ended March 31, 2005,
including any corrective actions with regard to significant deficiencies and material
weaknesses.

# 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 6.  Exhibits

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.

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Page 12 of 12

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:  April 21, 2005 | By:             
|                      |