1746 Commerce Road

Creston, Iowa 50801

VIA EDGAR

June 9, 2009

Mr. Jeffrey Gordon, Staff Accountant

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

Dear Mr. Gordon,

In response to your correspondence dated June 2, 2009:

1. You filed a regular Form 8-K on May 21, 2009 as the amendment to the previous Form 8-K filed on May 15, 2009, instead of filing the appropriate Form 8-K/A.  Please file a Form 8-K/A as the correct amendment so that investors can clearly understand the sequence of filings.

Company Response/ Item #1:  Form 8-K/A filed with the United States Securities and Exchange Commission on June 9, 2009.  Please see attachment.

2. We note you filed a letter from your former accountants dated May 14, 2009 as an exhibit to your Form 8-K filed on May 21, 2009.  Given that you originally filed your Form 8-K on May 15, 2009, it appears that this letter actually relates to your original filing.  Since you made changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K/A.

Company Response/ Item #2:  Updated Exhibit 16 letter filed with Form 8-K/A.  Form 8-K/A filed with the United States Securities and Exchange Commission on June 9, 2009.  Please see attachment.

The undersigned registrant hereby acknowledges that:

§ the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

§ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

§ the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Respectfully submitted on behalf of Fansteel Inc., the registrant,

/s/ Curtis J. Zamec, II

Curtis J. Zamec, II

President and Chief Executive Officer

Attachment:      Form 8-K/A filed with the United States Securities and Exchange Commission on June 9, 2009

Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2009 and May 14, 2009

FANSTEEL INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-8676	36-1058780
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1746 Commerce Road

Creston, Iowa, 50801 U.S.A.

(Address of Principal Executive Offices, Including Zip Code)

(641) 782-8521

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Explanatory Note

This Current Report on Form 8-K/A (Amendment No. 1) is filed as an amendment to the Current Report on Form 8-K dated May 20, 2009, filed by the Registrant with the Securities and Exchange Commission on May 21, 2009 (the “Auditor 8-K”), as well as the Current Report on Form 8-K dated May 15, 2009, filed with the Securities and Exchange Commission on May 15, 2009 (the original “Auditor 8-K”).

This Form 8-K/A presents Item 4.01 exactly as dated May 20, 2009 and updates Item 9.01 of the Current Report on Form 8-K dated May 20, 2009.  The effect of the update is to include a statement from BDO Seidman, LLP indicating they agree with the statements made in the Current Report on Form 8-K dated May 20, 2009 and the statements made on this Current Report on Form 8-K/A (Amendment No. 1) dated June 8, 2009.

Item 4.01 Changes in Registrant’s Certifying Accountant

Auditor Dismissal

Upon conclusion of the 2008 audit, on May 14, 2009 the Board of Directors of Fansteel Inc. (“we,” “us,” “our”) determined to dismiss BDO Seidman, LLP (“BDO”) as our independent registered public accounting firm.  This action was taken in conjunction with the closure of the Company’s Chicago, Illinois headquarters and relocation of the same to Creston, Iowa.  BDO does not maintain an office in Iowa.

BDO’s audit reports on our financial statements as of and for the years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Up to and including May 14, 2009 and in connection with audits for the years ended December 31, 2008, 2007 and 2006 there have been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to BDO’s satisfaction, would have caused BDO to make reference in connection with their opinion to the subject matter of the disagreement, or “reportable events” as defined in Regulation S-K, Item 304(a)(1)(v).

As of December 31, 2008 management identified a material weakness in the Company’s reconciliation procedures with regard to several accounts. Bank account and balance sheet accounts were not being reconciled in a timely manner. This material weakness could have resulted in misstatement of accounts, which would not have been detected in a timely manner.

As of December 31, 2008 management identified a material weakness in the Company’s procedures for purchasing and recording foreign currency for its Mexico operation. The Company failed to recognize foreign currency losses in a timely manner. This material weakness did result in a misstatement of the Company’s third quarter financial statements and could have resulted in other misstatements, which would not have been detected in a timely manner.

We have provided BDO with a copy of the foregoing disclosures.  A letter from BDO is attached as Exhibit 16.1 to this Form 8-K/A.

Auditor Engagement

On December 10, 2008 our Board of Directors determined to engage Kiesling Associates, LLP (“Kiesling”) as our new independent registered public accountants to audit our financial statements for the year ending December 31, 2009.  During the two most recent years and through the date hereof, we have not consulted with Kiesling regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Kiesling concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K or the related instructions thereto) or a reportable event.

Item 9.01 Financial Statements and Exhibits

Regulation S-K Number	Document
16.1	Letter from BDO to the Securities and Exchange Commission, dated June 8, 2009.

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 hereunto duly authorized.

	FANSTEEL INC.
June 8, 2009	By:	/s/ Curtis J. Zamec, II
		Curtis J. Zamec, II
		President and Chief Executive Officer

BDO Seidman, LLP Accountants and Consultants 233 N. Michigan Ave., Suite 2500 Chicago, Illinois 60601 Telephone; (312) 856-9100 Fax:(312)856-1379

June 8, 2009

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

We have been furnished with a copy of the response to Item 4.01 of Form 8-K/A for the event that occurred on May 14, 2009, to be filed by our former client, Fansteei Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm,

Very truly yours,

/s/ BDO Seidman, LLP