SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended  September 30, 2003
                       ------------------

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                      (I.R.S. Employer
incorporation or organization)                     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 September 30, 2003
-----------------------------            ---------------------------------
Common Stock, $0.01 Par Value                         13,023,393
<PAGE>
                                                                    Page 2 of 13






                         PART I - FINANCIAL INFORMATION








<PAGE>
                                                                    Page 3 of 13

                                LADISH CO., INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands, Except Share Data)

<TABLE>
<CAPTION>

                                                              For the Three Months          For the Nine Months
                                                               Ended September 30,          Ended September 30,
                                                              ---------------------        ---------------------
                                                               2003           2002          2003           2002
                                                              ------         ------        ------         ------
<S>                                                       <C>           <C>            <C>           <C>
Net sales                                                 $    42,222   $    42,790    $   138,584   $   144,255

Cost of sales                                                  39,071        39,919        129,154       133,400
                                                          -----------   -----------    -----------   -----------
         Gross income on sales                                  3,151         2,871          9,430        10,855

Selling, general and administrative expenses                    2,149         1,394          6,554         6,732
                                                          -----------   -----------    -----------   -----------
         Income from operations                                 1,002         1,477          2,876         4,123

Other income (expense):
     Interest expense                                            (564)         (468)        (1,658)       (1,336)
     Other, net                                                     8             8             86           80
                                                          -----------   -----------    -----------   -----------
         Income before provision for income taxes                 446         1,017          1,304         2,867

Provision for income taxes                                        268           366            479         1,032
                                                          -----------   -----------    -----------   -----------
         Net income                                       $       178   $       651    $       825   $     1,835
                                                          ===========   ===========    ===========   ===========


Basic earnings per share                                  $      0.01   $      0.05    $      0.06   $      0.14

Diluted earnings per share                                $      0.01   $      0.05    $      0.06          0.14

Basic weighted average shares outstanding                  13,023,393    13,021,156     13,023,393    12,995,090

Diluted weighted average shares outstanding                13,050,917    13,083,790     13,049,188    13,124,664
</TABLE>
<PAGE>
                                                                    Page 4 of 13

                                LADISH CO., INC.
                           CONSOLIDATED BALANCE SHEETS
                    (Dollars in Thousands, Except Share Data)
<TABLE>
<CAPTION>

                                                                                  September 30,       December 31,
         Assets                                                                       2003                2002
         ------                                                                   --------------      -------------
<S>                                                                                <C>                <C>
Current assets:
     Cash and cash equivalents.................................................... $     7,312        $     8,959
     Accounts receivable, less allowance at each date of $191.....................      33,837             32,237
     Inventories..................................................................      50,235             45,849
     Deferred income taxes........................................................       5,764              5,764
     Prepaid expenses and other current assets....................................       1,212                664
                                                                                   -----------        -----------
         Total current assets.....................................................      98,360             93,473
                                                                                   -----------        -----------
Property, plant and equipment:
     Land and improvements........................................................       4,842              4,828
     Buildings and improvements...................................................      35,202             35,166
     Machinery and equipment......................................................     156,334            151,364
     Construction in progress.....................................................       6,742              9,374
                                                                                   -----------        -----------
                                                                                       203,120            200,732
     Less - accumulated depreciation..............................................    (110,867)          (102,240)
                                                                                   -----------        -----------
         Net property, plant and equipment........................................      92,253             98,492

Deferred income taxes.............................................................      22,784             23,023
Other assets  ....................................................................      10,782             10,822
                                                                                   -----------        -----------
         Total assets............................................................. $   224,179        $   225,810
                                                                                   ===========        ===========
         Liabilities and Stockholders' Equity
Current liabilities:
     Senior notes................................................................. $     6,000        $         -
     Accounts payable.............................................................      18,268             17,134
     Accrued liabilities:
         Pensions.................................................................       4,667              1,792
         Postretirement benefits..................................................       4,744              4,744
         Wages and salaries.......................................................       4,379              3,343
         Taxes, other than income taxes...........................................         322                365
         Interest.................................................................         429                981
         Paid progress billings...................................................         644                571
         Other....................................................................       1,625              1,400
                                                                                   -----------        -----------
              Total current liabilities...........................................      41,078             30,330
Long term liabilities:
     Senior notes.................................................................      24,000             30,000
     Postretirement benefits......................................................      35,321             36,312
     Pensions ....................................................................       4,135             10,201
     Other noncurrent liabilities.................................................         581                598
                                                                                   -----------        -----------
              Total liabilities...................................................     105,115            107,441
                                                                                   -----------        -----------
Stockholders' equity:
     Common stock - authorized 100,000,000, issued 14,573,515
       shares at each date of $.01 par value......................................         146                146
     Additional paid-in capital...................................................     109,639            109,769
     Retained earnings............................................................      30,431             29,606
     Treasury stock, 1,550,122 shares of common stock at each date at cost........     (11,349)           (11,349)
     Additional minimum pension liability.........................................      (9,803)            (9,803)
                                                                                   -----------        -----------
              Total stockholders' equity..........................................     119,064            118,369
                                                                                   -----------        -----------
              Total liabilities and stockholders' equity.......................... $   224,179        $   225,810
                                                                                   ===========        ===========
</TABLE>
<PAGE>
                                                                    Page 5 of 13

                                LADISH CO., INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                        For the Nine Months
                                                                                         Ended September 30,
                                                                                     --------------------------
                                                                                      2003                2002
                                                                                     ------              ------
<S>                                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income................................................................... $     825          $    1,835
     Adjustments to reconcile net income to net cash
        provided by (used for) operating activities:
         Depreciation.............................................................     9,463              11,488
         Deferred income taxes....................................................       239                 865
         Non-cash compensation related to stock options...........................         -                (306)
         Other....................................................................         9                 (41)

     Changes in assets and liabilities:
         Accounts receivable......................................................    (1,600)              4,306
         Inventories..............................................................    (4,386)              4,647
         Other assets.............................................................      (508)             (5,498)
         Accounts payable and accrued liabilities.................................     4,748              (6,019)
         Other long-term liabilities..............................................    (7,074)             (1,081)

              Net cash provided by operating activities...........................     1,716              10,196

CASH FLOWS FROM INVESTING ACTIVITIES:

     Additions to property, plant and equipment...................................    (3,291)             (8,866)
     Proceeds from sale of property, plant and equipment..........................        58                 178

              Net cash used for investing activities..............................    (3,233)             (8,688)

CASH FLOWS FROM FINANCING ACTIVITIES:

     Issuance of common stock.....................................................         -                 381
     Stockholders' Rights Redemption..............................................      (130)                  -
              Net cash provided by (used for) financing activities................      (130)                381

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................................    (1,647)              1,889
CASH AND CASH EQUIVALENTS, beginning of period....................................     8,959               3,962

CASH AND CASH EQUIVALENTS, end of period.......................................... $   7,312          $   5,851
</TABLE>
<PAGE>
                                                                    Page 6 of 13


                                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 September 30, 2003 and its results of operations and cash
flows for the nine months ended September 30, 2003 and September 30, 2002. 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, 2002 and 2001, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 2002, 2001 and 2000.

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:

                                           September 30,        December 31,
                                               2003                 2002
                                           -------------        ------------
     Raw material and supplies               $   7,851            $  10,235
     Work-in-process and finished goods         43,616               36,567
     Less progress payments                     (1,232)                (953)
                                             ---------            ---------
     Total inventories                       $  50,235            $  45,849
                                             =========            =========

(3)  Interest and Income Tax Payments

                                          For the Nine Months
                                          Ended September 30,
                                   --------------------------------
                                    2003                      2002
                                   ------                    ------
     Interest                     $ 2,162                   $ 1,836
     Income taxes                      31                       224
<PAGE>
                                                                    Page 7 of 13

(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 a
reduction 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 nine 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 nine months ended September 30, 2003 includes $424 related
to this item.

The third quarter tax provision of $268 reflects an effective tax rate of 60%
versus the statutory rate of 35% due primarily to a change in estimate of the
expected annual effective tax rate during the third quarter resulting from the
Company's relative low pretax income level.

(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.

(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. During the first nine months of 2003, 17,500 options were
forfeited. As of September 30, 2003, 697,834 options granted under the Plan
remain outstanding. During the second quarter of 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 nine-month period ending September 30, 2003. 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:
<PAGE>
                                                                    Page 8 of 13

<TABLE>
<CAPTION>

                                    For the Three-Month Period           For the Nine-Month Period
                                     Ended September 30, 2003             Ended September 30, 2003
                                 ---------------------------------    ---------------------------------
                                  As Reported         Pro Forma         As Reported        Pro Forma
                                 ---------------    --------------    ----------------   --------------
<S>                                   <C>               <C>                <C>               <C>
     Net income                       $178              $175               $825              $788
     Diluted earnings per share      $0.01             $0.01              $0.06             $0.06
</TABLE>


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.
<PAGE>
                                                                    Page 9 or 13

                             MANAGEMENT'S DISCUSSION
                    AND ANALYSIS OF RESULTS OF OPERATIONS AND
                          CHANGES IN FINANCIAL POSITION
                             (Dollars in Thousands)

RESULTS OF OPERATIONS
---------------------

Third Quarter 2003 Compared to Third Quarter 2002
-------------------------------------------------

Net sales for the three months ended September 30, 2003 were $42,222 compared to
$42,790 for the same period in 2002. The 1% decrease in sales for the third
quarter of 2003 was due to the Company's closing of the Cudahy operation for an
extra week in July, 2003 as a part of a cost reduction effort. Gross profit for
the third quarter of 2003 increased to 7.5% of sales in contrast to 6.7% of
sales in the third quarter of 2002 primarily as a result of cost reduction
efforts partially offset by margin pressures in 2003. Cost reductions in the
third quarter of 2003 included lower unit cost of natural gas, reduced manpower
and lower benefit costs.

Selling, general and administrative expenses, as a percentage of sales, were
5.1% for the third quarter of 2003 compared to 3.3% for the same period in 2002.
The variation in SG&A expenses between the periods was directly attributable to
the Company's recognition of a credit of $674 in 2002 from the application of
Financial Accounting Standards Board Interpretation No. 44 ("FIN 44") on the
variable pricing of a portion of the Company's stock options.

Interest expense for the three-month period in 2003 was $564 in contrast to $468
in 2002. The lower interest expense in 2002 reflects the requirement to
capitalize interest costs associated with capital projects. During the third
quarter of 2003, the Company's revolving credit facility had an interest rate
equal to the LIBOR rate plus 1.25% 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 third quarter of 2003.

The third quarter tax provision of $268 reflects an effective tax rate of 60%
versus the statutory rate of 35% due primarily to a change in estimate of the
expected annual effective tax rate during the third quarter of 2003 resulting
from the Company's relative low pretax income level. 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."

Net income for the third quarter of 2003 was $178, a $473 decline from the same
period in 2002. The decrease in profitability was directly due to the above
described credit to SG&A expense in 2002 due to the application of FIN 44.

First Nine Months 2003 Compared to First Nine Months 2002
---------------------------------------------------------

The Company recorded $138,584 of sales in the first nine months of 2003 in
comparison to $144,255 of sales in the same period of 2002. The 4% decline in
sales in 2003 is attributable to the continued softness in the commercial
aerospace market further compounded by the weakness in the missile and satellite
launch industry. In the first nine months of 2003, the Company's gross profit as
a percentage of sales was 6.8% in comparison to 7.5% in 2002. The decline in
profitability was due to lower absorption of fixed
<PAGE>
                                                                   Page 10 of 13

costs on reduced sales, increased unit costs of natural gas in the first quarter
of 2003 along with margin pressures from the Company's customer base.

In the first nine months of 2003, the Company's selling, general and
administrative expenses were $6,554 or 4.7% of sales in contrast to $6,732, or
4.7% of sales, during the like period in 2002. These expenses were reduced in
part in 2003 by the Company receiving a $1,250 refund of previously paid and
expensed excise taxes from the United States Internal Revenue Service. During
2003, the Company recognized an individually significant and unanticipated
expense of $1,000 for the costs associated with a proxy contest which occurred
in connection with the Company's 2003 annual meeting of stockholders. The $1,000
proxy expense included $200 of costs incurred by the Company's largest
stockholder which the Company has agreed to reimburse. In 2002, SG&A expenses
were reduced by a credit of $306 due to the application of FIN 44.

Interest expense for the first nine months of 2003 was $1,658 in comparison to
$1,336 in the same period of 2002. The lower interest expense in 2002 reflects
the requirement to capitalize interest costs which were associated with capital
projects. For the first nine months of 2003, the Company's revolving credit
facility had an interest rate equal to the LIBOR rate plus 1.25% 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 nine months of
2003.

The income tax provision of $479 for the first nine months of 2003 reflects an
effective tax rate of 37% versus the statutory rate of 35%. The variation in
rate is attributable to permanent book to tax differences in conjunction with
the Company's relative low pretax income level. The Company has significant 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 had net income of $825 in the first nine months of 2003 in
comparison to $1,835 for the same period in 2002. The reduction in profitability
was largely attributable to lower sales volume and higher energy costs in the
first quarter of 2003 along with continued margin pressures throughout the first
nine months of 2003.

Liquidity and Capital Resources
-------------------------------

The Company's cash position as of September 30, 2003 is $1,647 less than its
position at December 31, 2002. The year-to-date decline in cash results from a
reduction in cash from operating activities due to increases in accounts
receivable and inventory partially offset by an increase in trade payables.

On April 13, 2001, the Company and a syndicate of lenders entered into an
amended and restated credit facility (the "New Facility"). The New Facility was
comprised of a $16,000 term facility with a three-year maturity and a $39,000
revolving loan facility. The term facility bore interest at a rate of LIBOR plus
1.25% and the revolving loan facility bore interest at a rate of LIBOR plus
0.80%.

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 under the New Facility and for working capital purposes.
<PAGE>
                                                                   Page 11 of 13

In conjunction with the private placement of the Notes, the Company and the
lenders in the New Facility amended the New Facility on July 17, 2001 (the
"Amended Facility"). The Amended 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 Amended Facility was modified to reduce the revolving line of credit to
$45,000. On December 31, 2002, the Amended Facility was further modified to
reduce the revolving line of credit to $25,000. The interest rate on the Amended
Facility was LIBOR plus 1.25% as of September 30, 2003. At September 30, 2003,
$16,122 was available pursuant to the terms of the Amended Facility. There were
no borrowings under the Amended Facility as of September 30, 2003.

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 $27,290 as of December 31,
2002. 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 gave 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.



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:

<TABLE>
<CAPTION>

<S>                                                                                 <C>
o    Market conditions and demand for the Company's products                        o   Competition
o    Interest rates and capital costs                                               o   Technologies
o    Unstable governments and business conditions in emerging economies             o   Raw material prices
o    Legal, regulatory and environmental issues                                     o   Taxes
</TABLE>
<PAGE>
                                                                   Page 12 of 13

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 prior to the date of 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

<PAGE>
                                                                   Page 13 of 13

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------

(a)  Exhibit 3(b) is the Amended and Restated By-Laws of the Company.

     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 certifying this Form 10-Q complies
     with the requirements of Section 13(a) of the Securities Exchange Act of
     1934.

(b)  A Form 8-K was filed by the Company on July 28, 2003 announcing financial
     results for the second quarter of 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:  October 27, 2003            By: /s/  WAYNE E. LARSEN
       ----------------                ------------------------------------
                                       Wayne E. Larsen
                                       Vice President Law/Finance
                                       & Secretary
<PAGE>
                                                                    Exhibit 3(b)


                                LADISH CO., INC.

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. The registered office shall be located in Cudahy, Wisconsin.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Wisconsin as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held at the registered office of the corporation, in the State of Wisconsin,
or at such place, within or without the State of Wisconsin as may be fixed from
time to time by the board of directors.

     Section 2. Annual meetings of shareholders, shall be held on each
anniversary of the beginning of the corporation's existence, or at such other
time as the board of directors may designate, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.

                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Wisconsin as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.


                             Exhibit 3(b) - Page 1
<PAGE>

     Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his or her duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting forth the action
so taken is provided to all shareholders, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.


                             Exhibit 3(b) - Page 2
<PAGE>
                                   ARTICLE V

                                    DIRECTORS

     Section 1. The number of directors shall be one or more, as fixed from time
to time by resolution of the board of directors. Directors need not be residents
of the State of Wisconsin nor shareholders of the corporation. The directors,
other than the first board of directors, shall be elected at the annual meeting
of the shareholders, and each director elected shall serve until the next
succeeding annual meeting and until his or her successor shall have been elected
and qualified. The first board of directors shall hold office until the first
annual meeting of shareholders.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified. Providing, however, a vacancy created by the removal of a
director by the shareholders may be filled by the shareholders.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Wisconsin, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Wisconsin.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time as shall be
fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board. The board of directors may conduct meetings
telephonically, provided


                             Exhibit 3(b) - Page 3
<PAGE>

that a quorum of directors are telephonically connected and the secretary has
confirmed the identity of each director by having him/her state their respective
birth date.

     Section 4. Special meetings of the board of directors may be called by the
president by telephone or telegram on twenty-four (24) hours' notice; special
meetings shall be called by the secretary in like manner and on like notice on
the written request of two directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.

                                  ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate three
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.

                                  ARTICLE VIII

                                     NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his or her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.


                             Exhibit 3(b) - Page 4
<PAGE>

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or under the provisions of the articles of incorporation or
these by-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office at the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such


                             Exhibit 3(b) - Page 5
<PAGE>

other duties and have such other powers as the board of directors may from time
to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He or she shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he or she shall be. He or she shall have
custody of the corporate seal of the corporation and he or she, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his or her transactions as treasurer and of the financial condition of the
corporation.

     Section 13. If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his or her office and for the restoration to the corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall


                             Exhibit 3(b) - Page 6
<PAGE>

perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                                   ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class,
every certificate shall set forth upon the face or back of such certificate a
statement of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued, as required by the laws of the
State of Wisconsin.

     Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is manually countersigned on
behalf of a transfer agent, or a registrar, other than the corporation itself or
an employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed


                             Exhibit 3(b) - Page 7
<PAGE>

for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Wisconsin.

                             RECORD OF SHAREHOLDERS

     Section 7. The officer or agent having charge of the stock transfer books
for shares of a corporation shall before each meeting of shareholders, make a
complete record of the shareholders entitled to vote at such meeting or any
adjournment thereof, with the address of and the number of shares held by each,
with record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purpose of the meeting. The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such record or transfer books or to vote at any meeting of shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to


                             Exhibit 3(b) - Page 8
<PAGE>

time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Wisconsin". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted (a) at any regular or special meeting of shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting, or (b) by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. However, the shareholders shall have authority to change or repeal
any bylaws adopted by the directors.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     Section 1. The corporation shall indemnify any of its directors or officers
who is a party or threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he/she is or was a director or officer
of the corporation, to the maximum extent allowed or mandated by the laws of the
State of Wisconsin.

     Section 2. The corporation shall indemnify any employee of the corporation
who is a party or threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal or investigative (other than
an action by or on behalf of the


                             Exhibit 3(b) - Page 9
<PAGE>

corporation) by reason of the fact that he/she is or was an employee of the
corporation, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding except that no indemnification shall be made in
respect to any issue or matter as to which such employee shall have been
adjudged to be liable for negligence or misconduct in the performance of duty to
the corporation, or, with respect to any criminal action or proceeding, shall
have been adjudged to have no reasonable cause to believe his or her conduct was
lawful, unless the court in which such action or suit is brought shall determine
that, despite the adjudication of liability or lack of reasonable cause but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.

          (a) In order to invoke the indemnification provisions of this Section,
     an employee must provide written notification to the board of directors (or
     the executive committee) of the corporation, of that individual's request
     for indemnification. By requesting indemnification, an employee shall agree
     to allow the corporation to participate in, and/or assume the defense of,
     any action, suit or proceeding.

          (b) Expenses, including attorneys' fees incurred in defending an
     action, suit or proceeding may be paid by the corporation in advance of
     final disposition of such action, suit or proceeding as authorized in this
     Section upon receipt of an undertaking by or on behalf of an employee to
     repay such amount should it ultimately be determined that the individual
     was not entitled to be indemnified by the corporation pursuant to this
     Section.

     Section 3. The indemnification provided by this Article shall not be deemed
exclusive of any other right to which an indemnified person may be entitled as a
matter of law.

     Section 4. Determination of the Right to Indemnification.

          (a) Unless otherwise provided by the articles of incorporation or by
     written agreement between the director, officer or employee and the
     corporation, the director, officer or employee seeking indemnification
     under Sections 1 or 2 of this Article shall select one of the following
     means for determining his or her right to indemnification:

               (i) By independent legal counsel; provided, that such counsel
          shall be mutually selected by such director, officer or employee and
          by a majority vote of a disinterested quorum or, if unable to obtain
          such a quorum or committee, by a majority vote of the full board of
          directors, including directors who are parties to the same or related
          proceedings;

               (ii) By a panel of three arbitrators selected from the panels of
          arbitrators of the American Arbitration Association in Milwaukee,
          Wisconsin; provided that (A) one arbitrator shall be selected by such
          director, officer or employee, the second arbitrator shall be selected
          by a majority vote of a disinterested quorum or, if a disinterested
          quorum cannot be obtained, then by a majority vote of the board and
          the third arbitrator shall be selected by the two arbitrators
          previously selected;


                             Exhibit 3(b) - Page 10
<PAGE>

          and (B) in all other respects, such panel shall be governed by the
          American Arbitration Association's then existing Commercial
          Arbitration Rules;

               (iii) By a court pursuant to and in accordance with Section
          180.0854 of the Wisconsin Business Corporation Law; or

               (iv) By an affirmative vote of shares represented at a meeting of
          shareholders at which a quorum is present. Shares owned by or voted
          under the control of, persons who are at the time parties to the same
          or related proceedings, whether as plaintiffs or defendants or in any
          other capacity, may not be voted in making the determination;

     provided, however, that following a change of control (as defined below) of
     the corporation, with respect to all matters thereafter arising out of
     acts, omissions or events prior to the change of control of the corporation
     concerning the rights of any person seeking indemnification under this
     Article, such determination shall be made by independent legal counsel
     selected by such person and approved by the board of directors or its
     committee in the manner described in Section 4(a)(i) above (which approval
     shall not be unreasonably withheld), which counsel has not otherwise
     performed services (other than in connection with similar matters) within
     the three years preceding its engagement to render such opinion for such
     person or for the corporation or any affiliates (as such term is defined in
     Rule 405 under the Securities Act of 1933, as amended) of the corporation
     (whether or not they were affiliates when services were so performed)
     ("Independent Counsel"). Unless such person has theretofore selected
     Independent Counsel pursuant to this Section 4 and such Independent Counsel
     has been approved by the corporation, legal counsel approved by a
     resolution or resolutions of the board of directors of the corporation
     prior to a change of control of the corporation shall be deemed to have
     been approved by the corporation as required. Such Independent Counsel
     shall determine as promptly as practicable whether and to what extent such
     person would be permitted to be indemnified under applicable law and shall
     render its written opinion to the corporation and such person to such
     effect. In making a determination under this Section 4, the independent
     legal counsel and Independent Counsel referred to above shall determine
     that indemnification is permissible unless clearly precluded by this
     Article or the applicable provisions of the Wisconsin Business Corporation
     Law. The corporation agrees to pay the reasonable fees of the Independent
     Counsel referred to above and to fully indemnify such Independent Counsel
     against any and all expenses, claims, liabilities and damages arising out
     of or relating to this Article or its engagement pursuant hereto.

          (b) A "change of control" shall occur when any person who or which,
     together with all affiliates and associates of such person, shall be the
     beneficial owner of voting securities representing 30% or more of the
     voting power of the voting securities of the corporation then outstanding,
     but shall not include the (i) corporation, (ii) any subsidiary of the
     corporation, (iii) any employee benefit plan of the corporation or any
     subsidiary of the corporation, (iv) any entity holding voting securities
     for or pursuant to the terms of


                             Exhibit 3(b) - Page 11
<PAGE>

     any such plan or (v) any trustee, administrator or fiduciary of such a
     plan. Notwithstanding the foregoing:

               (i) A change of control shall not occur as a result of an
          acquisition of voting securities by the corporation which, by reducing
          the number of voting securities outstanding, increases the
          proportionate number of shares beneficially owned by any person of the
          voting securities representing 30% or more of the voting power of the
          voting securities of the corporation then outstanding; provided,
          however, that if there would be a change of control by reason of share
          purchases by the corporation and, after such share purchases by the
          corporation, any person becomes the beneficial owner of any additional
          voting securities of the corporation at any time that the person is or
          thereby becomes the beneficial owner of voting securities representing
          30% or more of the voting power of the voting securities of the
          corporation then outstanding (other than voting securities acquired
          solely as a result of corporate action of the corporation caused,
          directly or indirectly, by such person), then a change of control
          shall be deemed to have occurred.

               (ii) If the board of directors of the corporation determines in
          good faith that a change of control, as defined pursuant to the
          foregoing provisions of this paragraph (b), has occurred
          inadvertently, and the acquiring person divests as promptly as
          practicable a sufficient number of voting securities so that there
          would no longer be a change of control, as defined pursuant to the
          foregoing provisions of this paragraph (b), then a change of control
          shall not be deemed to have occurred.

          (c) In any determination under (a), the burden of proof is on the
     corporation to prove by clear and convincing evidence that indemnification
     under Section 1 or 2 of this Article should not be allowed.

          (d) A written determination as to a director's, officer's or
     employee's indemnification under Sections 1 or 2 of this Article shall be
     submitted to both the corporation and the director, officer or employee
     within 60 days of the selection made under (a).

          (e) The corporation shall pay all expenses incurred by the director,
     officer or employee in the determination process under (a).

     Section 5. The corporation may purchase and maintain insurance on behalf of
any individual who is a director, officer or employee of the corporation against
liability asserted against or incurred by the individual in his or her capacity
as a director, officer or employee, regardless of whether the corporation is
required or authorized to indemnify or allow expenses to the individual against
the same liability under Sections 1 or 2 of this Article.


                             Exhibit 3(b) - Page 12
<PAGE>

     Section 6. The provisions of this Article shall be applicable to all
proceedings commenced after its adoption, whether such arise out of events,
acts, omissions or circumstances which occurred or existed prior or subsequent
to such adoption, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person. This Article shall be deemed to grant each person
who is entitled to indemnification hereunder rights against the corporation to
enforce the provisions of this Article, and any repeal or other modification of
this Article or any repeal or modification of the Wisconsin Business Corporation
Law or any other applicable law shall not limit any rights of indemnification
then existing or arising out of events, acts, omissions, circumstances occurring
or existing prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal or
modification to enforce this Article with regard to acts, omissions, events or
circumstances occurring or existing prior to such repeal or modification.


                             Exhibit 3(b) - Page 13