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                                                                    EXHIBIT 3(b)
                         [LOGO: SIFCO INDUSTRIES, INC.]


                    AMENDED AND RESTATED CODE OF REGULATIONS
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                             (Last Amended 1/29/02)


                                    LOCATION

ARTICLE I.

         The principal office of the Company shall be in the City of Cleveland,
Cuyahoga County, Ohio. The Company may also have offices at such other places,
within or without the State of Ohio, as the Board of Directors may designate.

                             MEETING OF SHAREHOLDERS

ARTICLE II.

         All meetings of the shareholders shall be held at the principal office
of the company in the City of Cleveland, Ohio, or at such other place in
Cuyahoga County, Ohio, as may be directed by the Board of Directors.

ARTICLE III.

         The annual meeting of the shareholders for the election of directors
and the consideration of the reports to be laid before such meeting shall be
held on the third Friday in January, in each year, at 10:30 o'clock A.M.;
provided that by action taken before the preceding December the Board of
Directors may fix another time for the annual meeting in any year which shall be
not earlier than the 15th of January and not later than the 31st of January.
Special meetings of the shareholders may be called at any time by the Chairman
of the Board of Directors or by the President or by a majority of the members of
the Board of Directors, acting with or without a meeting, or by persons who hold
fifty percent (50%) or more of all of the shares outstanding and entitled to
vote at such shareholders' meeting. Upon request in writing delivered in person
or by registered mail to the Chairman of the Board of Directors or to the
Secretary by any persons entitled to call a meeting of shareholders and stating
the purposes of such meeting, it shall be the duty of the officer receiving the
request forthwith to cause a notice to be given, according to law and this Code
of Regulations, of a meeting to be held at such time, not less than thirty (30)
nor more than ninety (90) days after the receipt of such request, as such
officer may fix, and if such notice shall not be given within thirty (30) days
after the receipt by such officer of such request, the persons requesting such
meeting may fix the time of such meeting and give notice thereof in the manner
provided by law or this Code of Regulations or cause such notice to be so given
by a designated representative.

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ARTICLE IV.

         A notice in writing of each annual or special meeting of the
shareholders, stating the purpose or purposes of such meeting and the time when
and the place where it is to be held, shall be served or mailed by the
Secretary, or by any other person or persons authorized to give such notice,
upon or to each shareholder entitled to vote at, or to receive notice of, such
meeting not more than sixty (60) days nor less than ten (10) days prior to the
date fixed for the holding of such meeting, and if mailed, such notice shall be
addressed to each shareholder at his address as it appears upon the stock
records of the Company.

ARTICLE V.

         Each shareholder present in person or by proxy at any annual or special
meeting of the shareholders shall be entitled to one vote for each voting share
registered in his name at the close of business on the twenty-eighth (28th) day
preceding the date of the meeting, unless a different record date shall be fixed
by the Board of Directors as hereinafter in this Article V provided. The Board
of Directors, by action taken at least thirty-five (35) days before the date
fixed for any meeting of the shareholders, may fix a record date for the
determination of the shareholders entitled to notice of and to vote at such
meeting or any adjournment thereof, which shall not be a past date and which
shall be not more than sixty (60) days nor less than twelve (12) days prior to
the date fixed for such meeting, and which shall continue to be the record date
for all adjournments thereof, even though such meeting is adjourned to a date
more than sixty (60) days after the date of the original meeting, unless the
Board of Directors shall fix another date, which shall not be a past date and
which shall be a date not more than sixty (60) days nor less than twelve (12)
days prior to the date of any adjourned meeting, as the record date for the
determination of the shareholders entitled to notice of and to vote at such
adjourned meeting and shall cause notice of such new record date and of the date
of such adjourned meeting to be given, at least ten (10) days prior to the date
of such adjourned meeting, to all shareholders entitled to notice in accordance
with the new record date so fixed.

ARTICLE VI.

         At any meeting of the shareholders, the holders of a majority of the
shares of the Company issued and outstanding and entitled to vote thereat shall
constitute a quorum for such meeting; provided, however, that no action required
by law or by the Articles of Incorporation to be taken by a specified proportion
of the voting power of the Company may be taken by a lesser proportion, and
provided, further, that the shareholders present in person or by proxy at any
meeting of the shareholders, though less than a quorum, may adjourn such meeting
from time to time to reconvene at such time and at such place stated in the
minutes, as shall be determined by the vote of the holders of shares, present in
person or by proxy at such meeting, entitled to exercise a majority of the
voting power of the shares represented at such meeting. No notice as to any such
adjourned meeting need be given other than by announcement at the meeting at
which such adjournment is taken.

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ARTICLE VII

         The order of business of any shareholders' meeting shall be determined
by the meeting. The Chairman of the Board of Directors or, in his absence, the
President of the Company shall preside at all shareholders' meetings, and the
Secretary, or, in the absence of the Secretary, the Assistant Secretary, of the
Company shall act as Secretary of all shareholders' meetings and record all
votes and proceedings taken at such meetings in books to be kept for that
purpose; provided, however, that, in case of the absence or disability of the
Chairman of the Board of Directors and the President, or of a vacancy in their
respective offices, the shareholders present, in person or by proxy, and
entitled to vote at any meeting of the shareholders, shall elect a Chairman of
such meeting by the vote of the holders of a majority of the voting shares
represented at such meeting, and, in case of the absence or disability of the
Secretary and of the Assistant Secretary, or of a vacancy in their respective
offices, the shareholders present, in person or by proxy, and entitled to vote
at any meeting of the shareholders, shall elect a Secretary of such meeting by
the vote of the holders of a majority of the voting shares represented at such
meeting.

                                    DIRECTORS

ARTICLE VIII.


           The Company shall have a board of directors of not less than six (6)
nor more than nine (9) persons as may be determined by the affirmative vote of
the holders of record of shares of the stock of the Company entitling them to
exercise a majority of the voting power of the Company at an annual or special
meeting called for the purpose of electing directors, and when so fixed such
number shall continue to be the authorized number of directors until changed by
the shareholders by a vote of the aforesaid or by the directors as hereinafter
provided. In addition to the authority of the shareholders to fix or change the
number of directors, the directors by majority vote of the directors in office,
may change the number of directors and may fill any director's office that is
created by an increase in the number of directors. In case of any vacancy in the
Board of Directors, the remaining directors, though less than a majority of the
whole authorized number of directors, may, by a vote of the majority of their
number, fill the vacancy for the unexpired term. A director need not be a
shareholder of the Company.

         At each annual meeting of shareholders, all directors will be elected
for a one-year term. No director shall be removed without an affirmative vote of
the holders of record of shares of the stock of the Company entitling them to
exercise at least two-thirds of the voting power of the Company in favor of such
removal. No individual director shall be removed in case the votes of a
sufficient number of shares are cast against his removal which, if cumulatively
voted in an election of the class of directors of which the director was a
member, would be sufficient to elect at least one director.


         Notwithstanding any other provision of these Regulations or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of stock required by law or these Regulations, the

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affirmative vote of the holders of record of shares of the stock of the Company
entitling them to exercise at least two-thirds of the Company's voting power
shall be required to alter, amend or repeal this Article VIII of these
Regulations.

                       POWERS AND DUTIES OF THE DIRECTORS

ARTICLE IX.

         The Board of Directors shall have complete and absolute jurisdiction of
all questions relating to the property, affairs, management and business of the
Company, including the election, removal, appointment, tenure, duties and
compensation of the officers of the Company. The Board of Directors, subject to
repeal by the shareholders, may fix their own compensation. The Board shall meet
at such times and places, within or without the State of Ohio, as they may from
time to time determine, may adopt such by-laws for their government and may
exercise all such powers and do all such things as may be lawfully exercised and
done by the Company, subject only to its Articles, this Code of Regulations and
the Constitution and Laws of the State of Ohio. The directors present at any
directors' meeting, though less than a majority, may adjourn such meeting from
time to time, to reconvene without further notice at such time and place stated
in the minutes as shall be determined at such meeting by a majority vote of the
directors there present.

         Without in anywise limiting the general powers by law or hereinabove
conferred, and subject to the provisions of the Company's Articles, the Board of
Directors shall have the following express powers:

         To purchase or otherwise acquire for the Company any property, rights
         or privileges which the Company is authorized to acquire at such
         prices, on such terms and conditions and for such considerations as the
         Board shall see fit, and, at its direction, to pay for any property,
         rights or privileges acquired by the Company either wholly or partly in
         money, stocks, debentures, securities, or other property, rights or
         privileges of the Company;

         To sell, transfer, lease, mortgage, pledge or otherwise dispose of the
         Company's property; to borrow money, and to issue the obligations of
         the Company therefore, and to secure the same by mortgage or pledge of
         all or any part of the property of the Company, real or personal, and
         to pledge or sell the same for such considerations and at such prices
         as the Board may deem expedient;

         To prescribe the terms on which stock certificates and shares may be
         issued, and the manner in which and conditions upon which stock
         certificates and shares may be transferred;

         To appoint and to remove or suspend any such officers, agents or
         employees as the Board may from time to time think proper, and to fix
         and determine, and from time to time, change the duties, powers,
         salaries and emoluments of such officers, agents or employees;


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         To determine who shall be authorized to sign on the Company's behalf
         bills, notes, receipts, acceptances, endorsements, checks, releases,
         contracts, deeds, stock certificates and other documents;

         To create an Executive Committee composed of members of the Board of
         Directors and to delegate to such Executive Committee such powers of
         the Board of Directors and to such extent as the Board of Directors may
         from time to time determine.

                                 INDEMNIFICATION

ARTICLE IX-A.

         (a)      The Company shall indemnify any director or officer or any
                  former director or officer of the Company and any person who
                  is serving or has served at the request of the Company as a
                  director, officer, or trustee of another corporation, joint
                  venture, trust or other enterprise against expenses, including
                  attorneys' fees, judgments, fines, and amounts paid in
                  settlement actually and reasonably incurred by him in
                  connection with any threatened, pending, or completed action,
                  suit, or proceeding, whether civil, criminal, administrative
                  or investigative, other than an action by or in the right of
                  the Company, to which he was, is, or is threatened to be made
                  a party by reason of the fact that he is or was such director,
                  officer, or trustee, provided it is determined in the manner
                  set forth in paragraph (c) of this Article that he acted in
                  good faith and in a manner he reasonably believed to be in or
                  not opposed to the best interests of the Company and that,
                  with respect to any criminal action or proceeding, he had no
                  reasonable cause to believe his conduct was unlawful.

         (b)      In the case of any threatened, pending or completed action or
                  suit by or in the right of the Company, the Company shall
                  indemnify each person indicated in paragraph (a) of this
                  Section against expenses, including attorneys' fees, actually
                  and reasonably incurred in connection with the defense or
                  settlement thereof, provided it is determined in the manner
                  set forth in paragraph (c) of this Article that he acted in
                  good faith and in a manner he reasonably believed to be in or
                  not opposed to the best interests of the Company except that
                  no indemnification shall be made in respect of any claim,
                  issue, or matter as to which such person shall have been
                  adjudged to be liable for negligence or misconduct in the
                  performance of his duty of the Company unless and only to the
                  extent that the court of common pleas or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability, but
                  in view of all circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  as the court of common pleas or such other court shall deem
                  proper.

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         (c)      The determinations referred to in paragraphs (a) and (b) of
                  this Article shall be made (i) by a majority vote of a quorum
                  consisting of directors of the Company who were not and are
                  not parties to or threatened with any such action, suit or
                  proceeding, or (ii) if such a quorum is not obtainable or if a
                  majority vote of a quorum of disinterested directors so
                  directs, in a written opinion by independent legal counsel
                  other than an attorney, or a firm having associated with it an
                  attorney, who has been retained by or who has performed
                  services for the Company, or any person to be indemnified,
                  within the past five years, or (iii) by the shareholders, or
                  (iv) by the court of common pleas or the court in which such
                  action, suit or proceeding was brought.

         (d)      Expenses, including attorneys' fees, incurred in defending any
                  action, suit, or proceeding referred to in paragraphs (a) and
                  (b) of this Article, may be paid by the Company in advance of
                  the final disposition of such action, suit, or proceeding as
                  authorized by the directors in the specific case upon receipt
                  of an undertaking by or on behalf of the director, officer, or
                  trustee to repay such amount, unless it shall ultimately be
                  determined that he is entitled to be indemnified by the
                  Company as authorized in this Article.

         (e)      The indemnification provided by this Article shall not be
                  deemed exclusive (i) of any other rights to which those
                  seeking indemnification may be entitled under the articles,
                  the regulations, any agreement, any insurance purchased by the
                  Company, vote of shareholders or disinterested directors, or
                  otherwise, both as to action in his official capacity and as
                  to action in another capacity while holding such office, or of
                  (ii) the power of the Company to indemnify any person who is
                  or was an employee or agent of the Company or of another
                  corporation, joint venture, trust or other enterprise which he
                  is serving or has served at the request of the Company, to the
                  same extent and in the same situations and subject to the same
                  determinations as are hereinabove set forth with respect to a
                  director, officer or trustee. As used in this paragraph (e)
                  references to the "Company" include all constituent
                  corporations in a consolidation or merger in which the Company
                  or a predecessor to the Company by consolidation or merger was
                  involved. The indemnification provided by this Article shall
                  continue as to a person who has ceased to be a director,
                  officer, or trustee and shall inure to the benefit of the
                  heirs, executors, and administrators of such a person.

         (f)      The Company may purchase and maintain insurance on behalf of
                  any person who or was a director, officer or employee or
                  former director, officer or employee of the Company or any
                  person who is serving or has served at the request of the
                  Company as a director, officer or trustee of another
                  corporation, joint venture, trust or other enterprise,
                  insuring him against liability asserted against or incurred by
                  him in any such capacity or arising out of his status as such
                  whether or not the Company would have the power to indemnify
                  him against such liability under this Article.

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         (g)      The provisions of this Article shall apply to actions, suits
                  and proceedings commenced or threatened after the adoption of
                  this Article, whether arising from acts or omissions to act
                  occurring before or after its adoption.

                                    AMENDMENT

ARTICLE X.

         Except as provided in Article VIII hereof, these Regulations may be
amended at any time by the affirmative vote of the holders of record of shares
of the stock of the Company entitling them to exercise a majority of the voting
power on such proposal or, without a meeting, by the written consent of the
holders of record of shares of stock of the Company entitling them to exercise
two-thirds of the voting power on such proposal.


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