FORM 10Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10Q



(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the period ended                March 31, 2000

( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from                 to

     Commission File Number:                   1-8676


                              FANSTEEL INC.
             (Exact name of registrant as specified in its charter)


                 Delaware                                36-1058780
      (State or other jurisdiction of                   (IRS Employer
       incorporation or organization)             Identification No.)


      Number One Tantalum Place, North Chicago, IL          60064
        (Address of principal executive offices)          (Zip Code)

                               (847) 689-4900
              (Registrant's telephone number, including area code)


                                Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)


     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 (or for such
     shorter period that the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90
     days.

                                             (X) Yes        ( ) No

                                 8,698,858
          (Number of shares of $2.50 par value common stock outstanding
                              as of April 30, 2000)


                         PART 1 - FINANCIAL INFORMATION                Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 2

                                  FANSTEEL INC.
                           CONSOLIDATED BALANCE SHEET

                                                       March 31,   December 31,
                                                         2000          1999
                                                      (Unaudited)        *
     ASSETS
     Current Assets
      Cash and cash equivalents                      $    296,000  $    16,516
      Accounts receivable - net                        23,352,057   18,885,942
      Inventories
       Raw material and supplies                        4,370,254    4,396,715
       Work-in-process                                 16,300,689   16,096,014
       Finished goods                                   7,399,930    7,350,692
                                                       28,070,873   27,843,421
       Less reserve to state certain
        inventories at LIFO cost                        6,896,999    6,896,999
                                                       21,173,874   20,946,422
      Other assets - current
       Deferred income taxes                            2,209,835    2,339,890
       Other                                            1,138,820    1,030,489
           Total current assets                        48,170,586   43,219,259
     Net Assets of Discontinued Operations             26,056,134   24,075,586
     Property, Plant and Equipment
      Land                                              1,911,631    1,911,631
      Buildings                                        13,046,957   13,046,957
      Machinery and equipment                          57,774,842   57,602,970
                                                       72,733,430   72,561,558
      Less accumulated depreciation                    52,819,388   52,243,537
                                                       19,914,042   20,318,021
     Other Assets
      Prepaid pension asset                             8,018,825    8,087,825
      Goodwill                                          2,610,092    2,667,668
      Other                                                68,944       69,825
                                                       10,697,861   10,825,318

     Total Assets                                    $104,838,623  $98,438,184




                 * - Derived from audited financial statements

                (See Notes to Consolidated Financial Statements)


                         PART 1 - FINANCIAL INFORMATION                Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 3

                                  FANSTEEL INC.
                       CONSOLIDATED BALANCE SHEET   (Contd.)


                                                      March 31,    December 31,
                                                        2000          1999
                                                     (Unaudited)         *

     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities
      Accounts payable                               $ 12,579,983   $ 9,415,399
      Accrued liabilities                              12,063,175    11,756,110
      Accrued income taxes                              1,170,720       229,311
      Current maturities of long-term debt                250,266       265,915
           Total current liabilities                   26,064,144    21,666,735
     Long-term Debt                                     2,240,268     2,270,831
     Other Liabilities
      Environmental remediation                        15,337,000    15,337,000
      Deferred income taxes                             3,022,615     2,746,682
           Total other liabilities                     18,359,615    18,083,682

     Shareholders' Equity
      Preferred stock without par value
       Authorized and unissued 1,000,000 shares                 -             -
      Common stock, par value $2.50
       Authorized 12,000,000 shares
       Issued and outstanding 8,698,858 shares         21,747,145    21,747,145
      Capital in excess of par value                      316,000       316,000
      Unamortized cost of restricted stock awards        (344,719)     (392,136)
      Retained earnings                                36,456,767    34,745,161
      Other comprehensive income
       Foreign currency translation                          (597)          766
        Total other comprehensive income                     (597)          766

                                                       58,174,596    56,416,936

     Total Liabilities and Shareholders' Equity      $104,838,623   $98,438,184

                 * - Derived from audited financial statements

                (See Notes to Consolidated Financial Statements)

PART 1 - FINANCIAL INFORMATION                                         Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 4

                                  FANSTEEL INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

                                                     For the Three Months Ended
                                                       March 31,     March 31,
                                                         2000          1999

     Net sales                                       $ 39,497,704  $ 37,045,160

     Costs and expenses
      Cost of products sold                            31,868,076    30,592,763
      Selling, general and administrative               4,988,939     4,929,164

                                                       36,857,015    35,521,927


     Operating income                                   2,640,689     1,523,233

     Other income (expense)
      Interest income on investments                            -        14,012
      Interest expense                                    (26,318)      (27,499)
      Other                                               (32,765)      (36,536)

                                                          (59,083)      (50,023)


     Income before income taxes                         2,581,606     1,473,210


     Income tax provision                                 870,000       461,000

     Net income                                      $  1,711,606  $  1,012,210


     Weighted average number of common
      shares outstanding                                8,623,034     8,598,858


     Basic and diluted net income per share                 $ .20         $ .12

     Dividends per common share                             $   -         $   -






                (See Notes to Consolidated Financial Statements)


                         PART 1 - FINANCIAL INFORMATION                Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 5

                                  FANSTEEL INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


     FOR THE THREE MONTHS ENDED MARCH 31,                2000          1999

                                                       Increase (decrease) in
                                                     cash and cash equivalents

     Cash flows from operating activities:

      Net income                                     $ 1,711,606   $ 1,012,210

      Adjustments to reconcile net income to net
       cash provided by operating activities:
        Depreciation and amortization                    633,427       639,333
        Amortization of unearned stock awards             47,417        31,612
        Net pension charge                                69,000        56,130
        Deferred income tax charge                       405,988         5,997
       Changes in assets and liabilities:
        (Increase) in accounts receivable             (4,466,115)     (537,639)
        (Increase) in inventories                       (227,452)      (26,721)
        (Increase) decrease in other assets-current     (108,331)       28,030
        Increase in accounts payable and accruals      3,470,286       560,287
        Increase in income taxes payable                 941,409       428,824
        Decrease (increase) in other assets                  881       (20,813)
       Net cash provided by operating activities       2,478,116     2,177,250

     Cash flows from investing activities:
       Additions to property, plant and equipment       (171,872)     (856,786)
       Increase in net assets of discontinued
         operations-design, engineering and
         equipment for processing plant               (1,980,548)   (3,140,011)
      Net cash (used in) investing activities         (2,152,420)   (3,996,797)

     Cash flows from financing activities:
       Payments of long-term debt                        (46,212)      (49,195)
     Net cash (used in) financing activities             (46,212)      (49,195)

     Net increase (decrease) in cash and cash
       equivalents                                       279,484    (1,868,742)

     Cash and cash equivalents at beginning of
      period                                              16,516     2,031,835

     Cash and cash equivalents at March 31           $   296,000   $   163,093


                (See Notes to Consolidated Financial Statements)

PART 1 - FINANCIAL INFORMATION                                         Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 6

FANSTEEL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Consolidated Financial Statements

  The consolidated balance sheet at March 31, 2000, and the consolidated
statements of income for the three months ended March 31, 2000 and 1999, and the
consolidated statements of cash flows for the three months ended March 31, 2000
and 1999, are unaudited, but include all adjustments (consisting only of normal
and recurring accruals) which the Company considers necessary for fair
presentation.

  The accompanying consolidated financial statements do not include all
disclosures normally provided in annual financial statements and, therefore,
should be read in conjunction with the year-end financial statements.

  The Company's line of credit was increased to $33 million on May 20, 1999. The
revolving line of credit expires on May 20, 2002. The credit lines are currently
being used for letters of credit needed for funding assurance related to
environmental issues, insurance policies, and development loans. Total unused
lines of credit were $24.9 million as of March 31, 2000.

 The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

 For the three months ended March 31, 2000 total comprehensive income was $1,363
less than net income due to foreign currency translation losses. For the three
months ended March 31, 1999 total comprehensive income was $528 more than net
income due to foreign currency translation gains.












                         PART 1 - FINANCIAL INFORMATION                Form 10-Q
                          ITEM 1 - FINANCIAL STATEMENTS                   Page 7

                                  FANSTEEL INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                                   (UNAUDITED)

Business Segment Information

  The Company is engaged in the manufacture of specialty metal products, which
it classifies into three business segments:  Industrial Tools, Advanced
Structures and Industrial Metal Components.  Net sales and operating income
(loss) for the first quarter ended March 31, 2000 and 1999 for each of the
Company's business segments are summarized below:


                                              2000           1999

          NET SALES:

           INDUSTRIAL TOOLS
            Sales                         $ 14,303,930   $ 13,660,231

            Intersegment sales                  (1,252)          (187)
                                            14,302,678     13,660,044


           ADVANCED STRUCTURES
            Sales                           13,250,442     12,267,141
            Intersegment sales                       -              -
                                            13,250,442     12,267,141


           INDUSTRIAL METAL COMPONENTS
            Sales                           11,959,002     11,121,188
            Intersegment sales                 (14,418)        (3,213)
                                            11,944,584     11,117,975


          TOTAL NET SALES                 $ 39,497,704   $ 37,045,160


          OPERATING INCOME (LOSS):
           INDUSTRIAL TOOLS               $  1,220,402   $  1,170,365
           ADVANCED STRUCTURES                 518,881        331,725
           INDUSTRIAL METAL COMPONENTS         918,065        526,599
           CORPORATE                           (16,659)      (505,456)

          TOTAL OPERATING INCOME (LOSS)   $  2,640,689   $  1,523,233











                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS        Form 10-Q
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS          Page 8


  The following Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which can be
identified by the use of forward-looking terminology such as "believes",
"expects", "prospects", "estimated", "should", "may" or the negative thereof or
other variations thereon or comparable terminology indicating the Company's
expectations or beliefs concerning future events.  The Company cautions that
such statements are qualified by important factors that could cause actual
results to differ materially from those in the forward-looking statements, a
number of which are identified in the discussion which follows.  Other factors
could also cause actual results to differ materially from expected results
included in these statements.

  The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the related notes to the consolidated
financial statements.

Quarter Ended March 31, 2000 Compared with Quarter Ended March 31, 1999

  Fansteel's first quarter, 2000 net sales were $39,498,000, an increase of
$2,453,000, or 6.6%, compared with first quarter, 1999 net sales of $37,045,000.
All three of the Company's business segments experienced sales growth, with
tungsten carbide wear parts, road construction tools, tooling for sand castings,
and powdered metal components accounting for the majority of the improvement.

  First quarter, 2000 operating income for the Company was $2,641,000 compared
with first quarter, 1999 operating income of $1,523,000, an increase of
$1,118,000. The higher sales volume, lower material costs, and cost improvements
positively impacted first quarter 2000 operating income, while first quarter
1999 results were negatively impacted by one-time charges related to management
changes.

  The Company incurred other expenses of $59,000 for the first quarter of 2000
compared with $50,000 in expenses in the first quarter of 1999. The difference
is due mainly to $14,000 in interest income on marketable securities in the
first quarter of 1999 that the Company did not earn in the first quarter of
2000.

  Net income for the quarter ended March 31, 2000 was $1,712,000, or $.20 per
share, compared with $1,012,000, or $.12 per share, in the first quarter of
1999.  The one-time charges related to management changes decreased first
quarter, 1999 earnings by $.04 per share. Net income as a percentage of sales
improved to 4.3% compared with 3.5% in the first quarter of 1999, exclusive of
the one-time charge.

  Industrial Tools business segment net sales for the first quarter of 2000
improved by 4.7% to $14,303,000 compared with $13,660,000 in the same period of
1999. Tungsten carbide wear parts and construction tool sales provided most of
the improvement. The wear parts product line benefited from increased die blank
sales as a result of the rebound in the Asian market and also from increased
sales of oil field products due to higher oil prices. Construction tools
continue to benefit from the numerous road construction projects and the
introduction of newer style tools. Sales of mining tools used primarily for coal
production decreased as a result of the warm winter in the Eastern United
States. Tungsten carbide cutting tool sales to the metalworking industry
remained relatively even with the first quarter of 1999.
                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS        Form 10-Q
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS          Page 9


  Industrial Tools business segment operating income for the first quarter of
2000 was $1,220,000 compared with $1,170,000 for the same period of 1999.
Operating income increased due to the higher sales volume and lower material
costs. Offsetting these improvements were higher administration costs that
related to reorganization of the business segment. Operating income as a
percentage of net sales was 8.5% in the first quarter of 2000 compared with 8.6%
in the same quarter of the prior year.

  First quarter, 2000 net sales for the Advanced Structures business segment
were $13,250,000 compared with $12,267,000 in the first quarter, 1999, an
increase of $983,000, or 8.0%. The improvement in this segment resulted from the
completion of tooling for new programs at the sand casting facility. The
forgings product line, which continues to be impacted by lower production rates
in the aircraft market, experienced a small sales decline over the first quarter
of 1999.

  Advanced Structures business segment operating income for the first quarter of
2000 was $519,000 compared with $332,000 for the same period of 1999. Operating
income as a percentage of sales for this segment improved to 3.9% for the first
quarter of 2000 compared with 2.7% in the same quarter of the prior year.
Operating income at both the forging and the sand casting operations has
improved from the first quarter of 1999 when both locations were experiencing
production inefficiencies. Despite improvement, some production difficulties
still exist and are currently being addressed to further improve profitability.

  Industrial Metal Components business segment net sales for the quarter ended
March 31, 2000 were $11,945,000, an increase of 7.4% from first quarter, 1999
net sales of $11,118,000. Revenues from powdered metal components provided
nearly all of this improvement, with strong sales across the majority of markets
served. Sales of investment castings also improved due to continued strong
activity in the medium-duty truck market. Sales of wire formed products remained

even with the first quarter, 1999 sales level.

  Industrial Metal Components business segment operating income for the first
quarter of 2000 was $918,000 compared with $527,000 for the same period of 1999,
an increase of $391,000. As a percentage of net sales, operating income improved
to 7.7% for the first quarter of 2000 compared to 4.7% in the same period last
year. The improvement to operating income is due largely to the increased sales
volume at the powdered metal components facility. In addition, operating income
at the Company's investment casting operation improved as first quarter, 1999
results included costs related to the start-up of the Reynosa, Mexico facility.

  Order backlog at March 31, 2000 was $47,089,000 compared with $54,331,000 at
March 31, 1999, a decrease of $7,242,000 or 13.3%. The decrease was a result of
reduced orders from the commercial aircraft manufacturers within the Advanced
Structures business segment. The Industrial Tools business segment backlog
increased as the order activity from the metalworking industry started to show
signs of improvement. The Industrial Metal Components backlog improved over the
prior year first quarter due to increased orders for investment castings used in
the automotive and marine markets.

  Inflation factors did not significantly affect the overall operations of the
Company.




                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS        Form 10-Q
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         Page 10

Outlook

  Many challenges are ahead for the Company as we accelerate the changes
necessary to deliver improved performance.  While we anticipate modest industry
growth in 2000 in many of our businesses, we expect that the aerospace segment
will continue to be soft.  Improvements in Fansteel performance will have to
come from increasing our level of business with new and existing customers,
reducing costs and improving the management of working capital.


Liquidity and Capital Resources

  Cash and cash equivalents were $296,000 at March 31, 2000, an increase of
$279,000 from December 31, 1999. Engineering, equipment and start-up costs of
$1,981,000 were incurred for the processing plant being built for reclamation
and decommissioning purposes in Muskogee, Oklahoma.

  In the fourth quarter of 1995, the Company announced the suspension of the
quarterly shareholder dividend for the purpose of conserving cash for capital
reinvestment, possible future acquisitions, and due to potential changes in
funding requirements for decommissioning at the Company's discontinued operation
in Muskogee, Oklahoma.

  Cash and cash equivalents on hand have been sufficient to date to meet the
demands of working capital investments, expenditures for machinery and
equipment, environmental costs and other normal operating requirements. However,
the Company's line of credit was increased to $33 million on May 20, 1999. As of
March 31, 2000, there were no borrowings from the revolving line of credit, but
$8.1 million was being used for letters of credit needed for funding assurance
related to environmental issues, self-insurance policies and development loans.
The Company may further use a portion of this unused credit during 2000 to fund
the start-up of the reclamation processing plant in Muskogee.

  Funding assistance by states and municipalities is investigated when any
significant expenditures are proposed.  All of the Company's debt is related to
development loans obtained from various states.

Environmental Remediation and Discontinued Operations

  The Company discontinued its Metal Products business segment in 1989.
Environmental reclamation and decommissioning is required for the segment's
primary plant that processed certain ores that are subject to regulations of
several government agencies.  The residues from these processed ores were stored
on-site.  Remaining assets were written down to estimated realizable value, and
provisions were made for the estimated costs for decommissioning. Prior to
decommissioning, the Company plans to operate for approximately ten years a
commercial plant to complete the processing of residues currently contained in
storage ponds at the site, which is expected to materially reduce the amount of
radioactive materials to be disposed of during decommissioning.  The processing
plant would extract commercially valuable materials such as tantalum, columbium,
scandium and other rare earth and rare metal elements from the feedstock
residues.

  The Company, in association with outside consultants, developed a
decommissioning plan for the site involved including construction of an


                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS        Form 10-Q
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         Page 11


engineered on-site cell for containment of contaminated soils; consolidation and
stabilization of the contaminated soils in the containment cell; and the
performance of required plant surveys and characterization after residue
processing ceases to determine whether additional contaminated soils exist which
may require remediation, and submitted that plan and a related decommissioning
funding plan to the Nuclear Regulatory Commission ("NRC") as required by law.
The NRC requested in May 1999 that the Company change its submittal to separate
the property (approximately 100 acres) being considered for unrestricted use
from property (approximately 10 acres) being considered for the on-site
containment cell.  The unrestricted use property plan was submitted in June 1999
and approved in August 1999, with the NRC license amended accordingly.  The plan
dealing with the on-site containment cell was submitted in August 1999.  In
September 1999, the NRC published its intent to review this submittal for the
purpose of amending the license.  In response to the notice, a petition was
filed with the NRC by the Oklahoma Attorney General requesting a hearing in
order to dispute the appropriateness of constructing the on-site containment
cell.  A hearing was granted, but the Company expects that it would be held no
earlier than the conclusion of the NRC's initial review of the plan, which
should require at least one year.

  On-site containment of the contaminated soils may require preparation of an
Environmental Impact Statement and, in addition to the required NRC approval,
local and other federal agencies may have to be satisfied that the Company's
disposal plan is sound. The approval process for on-site containment can be
expected to extend over a number of years.  Management believes that a
decommissioning plan including on-site containment will ultimately be acceptable
to the appropriate regulatory authorities, and will be approved, based on
current NRC regulations or provisions of the Nuclear Waste Policy Act of 1982.
However, there is no assurance that a plan providing for on-site containment
will ultimately be approved.  Implementation of a decommissioning plan for the
Company's site that includes off-site disposal may not be financially feasible.

  The NRC decommissioning regulations require licensees to estimate the cost for
decommissioning and to assure in advance that adequate funds will be available
to cover those costs.  NRC regulations identify a number of acceptable methods
for assuring funds for decommissioning, including surety instruments such as
letters of credit, cash deposits and combinations thereof. The level of
assurance for decommissioning, including on-site containment, is currently
$4,456,000 provided through letters of credit.  The amount does not include
assurance for costs of operation of the residue processing facility even though
the NRC had previously indicated that the cost of processing should be included
in the cost estimate.  This level of assurance, however, may be changed upon

further review by the NRC.  The Company's available cash and/or borrowing
capacity will be reduced by the amount of funding assurance as required at any
particular time.  As the decommissioning plan is implemented, deposited funds or
the amount of any surety instruments may be reduced, provided the Company can
demonstrate the sufficiency of the remaining funds or surety to assure the
completion of decommissioning.

  The estimated net costs of reclaiming and decommissioning this site during the
residue processing period include estimated annual revenues at full production
of approximately $8 million per year over the ten year processing period and
estimated annual operating costs, including depreciation, of approximately the
same amount, related to residue processing.  The estimated value of materials to
be extracted is based on analysis of samples taken from the residues and a
valuation of such materials using current market prices discounted to reflect
possible price decreases, including those which will

                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS        Form 10-Q
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         Page 12


result from the increased quantities of certain of these materials made
available for sale.  However, there can be no assurance as to the level of
demand for the extracted materials or the actual prices which may be obtained
for them, which could vary over time. Pilot production processing began in the
third quarter of 1999 and is continuing as the Company addresses start-up
problems. Full production is not anticipated until later in 2000. Additional
production complications and delays could cause processing costs to increase
from current estimates.

  At March 31, 2000 the Company had recorded liabilities of $9.5 million for
discontinued operations, including the estimated net costs of reclaiming and
decommissioning the site during and after the approximate ten years of
processing the residues and the Company's estimated share of costs at a second
site which had been part of the Metal Products business segments. The second
site is regulated under the Resource Conservation and Recovery Act and, as a
result of alleged migration of contaminants from this second site, the Company
also has been identified as a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) at
a neighboring third-party site.

  In addition to the two sites included in the discontinued operations, the
Company has a total of seven sites at other Company facilities where
environmental remediation is ongoing or will be undertaken.  Certain of these
sites were identified as a result of environmental studies conducted by the
Company during 1997 at all of its owned sites, including testing of soil and
groundwater at selected sites as indicated by the environmental studies.

  The Company has also been notified that it is a potentially responsible party
at six sites owned by third parties.  The Company's participation at four sites
is de minimis, and at the other two sites the Company is either being defended
by its insurance carriers or has meritorious defenses to liability.

  At March 31, 2000 the Company had recorded liabilities of $7.5 million for
estimated environmental investigatory and remediation costs based upon an
evaluation of currently available facts with respect to each individual site,
including the results of environmental studies and testing conducted in 1997,
and considering existing technology, presently enacted laws and regulations, and
prior experience in remediation of contaminated sites. Actual costs to be
incurred in future periods at identified sites may vary from the estimates,
given the inherent uncertainties in evaluating environmental exposures.  Future
information and developments will require the Company to continually reassess
the expected impact of these environmental matters.  The Company does not expect
that any sums it may have to pay in connection with these environmental
liabilities would have a materially adverse effect on its consolidated financial
position.










                                                                       Form 10-Q
                                              Page 13PART II - OTHER INFORMATION



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

        a) The Annual Meeting of Shareholders was held on April 26, 2000.

        c) The nominations for Directors of the Company were brought
        before shareholders of the Company at the Annual Meeting of
        Shareholders.  The votes cast for and votes withheld for each
        of the following nominees are as follows:

                                Votes         Votes
              Nominee            For         Withheld

        E. P. Evans           8,485,341       48,963

        R. S. Evans           8,487,741       46,563

        T. M. Evans, Jr.      8,485,730       48,574

        P. J. Kalis           8,125,257      409,047

        J. S. Petrik          8,494,899       39,405

        G. L. Tessitore       8,498,047       36,257


        The appointment of Ernst & Young LLP as auditors of the Company for the
        year ending December 31, 2000 was placed before shareholders for
        ratification at the Annual Meeting of Shareholders.  The appointment of
        Ernst & Young LLP as auditors of the Company was ratified with
        8,519,309 votes cast for, 9,668 votes cast against, and 5,327
        abstentions.

                                                                       Form 10-Q
                                                                         Page 14
                           PART II - OTHER INFORMATION
                                     Contd.


     Item 6.    Exhibits and Reports on Form 8-K

        b) No reports on Form 8-K were filed during the quarter ended
        March 31, 2000.





                                                                       Form 10-Q
                                                                         Page 15





                                   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.



                                       Fansteel Inc.
                                   (Registrant)








Date -05/12/00                         /s/Gary L. Tessitore
                                          Gary L. Tessitore
                          Chairman, President and Chief Executive Officer








Date -05/12/00                       /s/R. Michael McEntee
                                        R. Michael McEntee
                             Vice President and Chief Financial Officer