EXHIBIT 16.1

                              EXHIBIT 1 TO FORM 8-K



November 1, 2004



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Item 4 of Form 8-K dated November 1, 2004, of Fansteel Inc. and are
in agreement with the statements contained in the first, fifth, sixth and
seventh paragraphs on page 2 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.



                                                          /s/ Ernst & Young LLP