LADISH CO., INC.
 
                                     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.
 
           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.
 
                                    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 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 on five days' notice to each director, either
   personally or by mail or by telegram; special meetings shall be called by
   the president or 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.
 
           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
   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 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 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 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 by-
   laws adopted by the directors.
 
 
                                  ARTICLE XIII
 
                                 INDEMNIFICATION
 
           Section 1.  The corporation shall indemnify any of its directors
   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 (other than an action by or on behalf of
   the corporation) by reason of the fact that he/she is or was a director 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 officer or
   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 corporation) by reason of the fact that he/she is or was an officer or
   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 officer or employee shall have been adjudged to be liable for
   negligence or misconduct in the performance of duty to the corporation
   unless the court in which such action or suit is brought shall determine
   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.
 
             (a)  In order to invoke the indemnification provisions of this
           Section, an officer or 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 officer or 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 officer or 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, and shall continue as to a person who has
   ceased to be a director, officer or employee and shall inure to the
   benefit of the heirs, executors and administrators of such a person.