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

FORM 10-K/A
Amendment No. 2

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004

OR

|_| 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 0-23539

Ladish Co., Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	31-1145953
(State of Incorporation)	(I.R.S. Employer Identification No.)
5481 South Packard Avenue, Cudahy, Wisconsin	53110
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code  (414) 747-2611

Securities registered pursuant to Section 12(b) of the Act:
None

Title of each class	Name of each exchange on which registered
Common stock, $0.01 par value	Nasdaq

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.      Yes     X         No          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).      Yes     X         No          

The aggregate market value of voting stock held by non-affiliates of the Registrant was $79,494,938 as of June 30, 2004.

As of March 11, 2005, there were 13,689,392 shares of Common Stock issued and outstanding.

EXPLANATORY NOTE

We are filing this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission on March 15, 2005, to correct an error in language contained in the “Report of the Independent Registered Public Accounting Firm” on the consolidated financial statements. Specifically, the fourth paragraph has been revised to include the language “an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting” and to delete the language “an unqualified opinion on management’s assessment or on the effectiveness of Ladish Co., Inc.‘s internal control over financial reporting.”

The Consent of Independent Registered Public Accounting Firm and the certifications under Section 302 of the Sarbanes-Oxley Act have been updated for this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004

PART IV

Item 15. Exhibits and Financial Statement Schedules

Exhibits.     See the accompanying index to exhibits on page X-1 which is part of this report.

Financial Statements.     See the accompanying index to financial statements and schedules on page F-1 which is a part of this report.

2

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2003 and 2004	F-3
Consolidated Statements of Operations for the years ended
December 31, 2002, 2003 and 2004	F-5
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2002, 2003 and 2004	F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2003 and 2004	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders of Ladish Co., Inc.:

We have audited the accompanying consolidated balance sheets of Ladish Co., Inc., a Wisconsin corporation, and subsidiaries as of December 31, 2003 and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ladish Co., Inc. and subsidiaries as of December 31, 2003 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Ladish Co., Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2005 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Milwaukee, Wisconsin
March 14, 2005

F-2

Ladish Co., Inc.

Consolidated Balance Sheets
December 31, 2003 and 2004
(Dollars in Thousands Except Share Data)

	2003			2004
Assets
Current Assets:
Cash and Cash Equivalents	$	10,981		$	2,744
Accounts Receivable, Less Allowance of $191 and $176, Respectively		29,683			41,729
Inventories		43,845			51,810
Deferred Income Taxes		4,946			5,783
Prepaid Expenses and Other Current Assets		1,376			750
Total Current Assets		90,831			102,816
Property, Plant and Equipment:
Land and Improvements		4,935			4,920
Buildings and Improvements		35,232			35,652
Machinery and Equipment		156,992			159,477
Construction in Progress		5,575			6,746
		202,734			206,795
Less Accumulated Depreciation		(112,743	)		(122,295	)
Net Property, Plant and Equipment		89,991			84,500
Deferred Income Taxes		24,568			24,809
Other Assets		11,252			11,262
Total Assets	$	216,642		$	223,387

See accompanying notes to consolidated financial statements.

F-3

Ladish Co., Inc.

Consolidated Balance Sheets
December 31, 2003 and 2004
(Dollars in Thousands Except Share Data)

	2003			2004
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable	$	13,205		$	24,231
Senior Notes		6,000			6,000
Accrued Liabilities:
Pensions		4,837			4,003
Postretirement Benefits		3,848			4,369
Wages and Salaries		3,050			3,776
Taxes, Other Than Income Taxes		334			347
Interest		961			777
Profit Sharing		--			300
Paid Progress Billings		1,600			924
Other		1,601			1,337
Total Current Liabilities		35,436			46,064
Long-Term Liabilities:
Senior Notes		24,000			18,000
Pensions		1,175			--
Postretirement Benefits		35,963			33,400
Officers' Deferred Compensation		3,108			3,363
Other Noncurrent Liabilities		237			136
Total Liabilities		99,919			100,963
Stockholders' Equity:
Common Stock-Authorized 100,000,000, Issued 14,573,515
Shares of $.01 Par Value		146			146
Additional Paid-In Capital		109,639			111,078
Retained Earnings		29,625			33,379
Treasury Stock, 1,550,122 and 911,789 Shares, Respectively of
Common Stock at Cost		(11,349	)		(6,675	)
Additional Minimum Pension Liability		(11,338	)		(15,504	)
Total Stockholders' Equity		116,723			122,424
Total Liabilities and Stockholders' Equity	$	216,642		$	223,387

See accompanying notes to consolidated financial statements.

F-4

Ladish Co., Inc.

Consolidated Statements of Operations
(Dollars in Thousands Except Per Share Data)

	Years Ended December 31,
	2002			2003			2004
Net Sales	$	188,544		$	179,927		$	208,707
Cost of Sales		176,163			169,999			190,652
Gross Profit		12,381			9,928			18,055
Selling, General and Administrative Expenses		9,085			8,724			10,300
Income from Operations		3,296			1,204			7,755
Other (Income) Expense:
Interest Expense		1,867			2,217			2,125
Other, Net		(251	)		(66	)		(94	)
Income (Loss) Before Income Tax Provision (Benefit)		1,680			(947	)		5,724
Income Tax Provision (Benefit)		49			(966	)		1,970
Net Income	$	1,631		$	19		$	3,754
Earnings Per Share:
Basic	$	0.13		$	0.00		$	0.28
Diluted	$	0.12		$	0.00		$	0.28

See accompanying notes to consolidated financial statements.

F-5

Ladish Co., Inc.

Consolidated Statements of Stockholders’ Equity
(Dollars in Thousands Except Share Data)

	Common Stock				Additional					Treasury			Additional Minimum
	Shares		Par Value		Paid-in Capital			Retained Earnings		Stock, at Cost			Pension Liability			Total
Balance, December 31, 2001		14,573,515	$	146	$	110,038		$	27,975	$	(11,695	)	$	(127	)	$	126,337
Net Income		--		--		--			1,631		--			--			1,631
Issuance of Common Stock		--		--		35			--		346			--			381
Exercise of Stock Options		--		--		1			--		--			--			1
Compensation Credit
Related to Stock Options		--		--		(305	)		--		--			--			(305	)
Additional Minimum
Pension Liability (Net of
$6,452 Deferred Tax)		--		--		--			--		--			(9,676	)		(9,676	)
Balance, December 31, 2002		14,573,515		146		109,769			29,606		(11,349	)		(9,803	)		118,369
Net Income		--		--		--			19		--			--			19
Stockholders' Rights Redemption		--		--		(130	)		--		--			--			(130	)
Additional Minimum
Pension Liability (Net of
$1,022 Deferred Tax)		--		--		--			--		--			(1,535	)		(1,535	)
Balance, December 31, 2003		14,573,515		146		109,639			29,625		(11,349	)		(11,338	)		116,723
Net Income		--		--		--			3,754		--			--			3,754
Issuance of Common Stock		--		--		743			--		4,674			--			5,417
Tax Effect Related to
Stock Options		--		--		187			--		--			--			187
Compensation Expense
Related to Stock Options		--		--		509			--		--			--			509
Additional Minimum
Pension Liability (Net of
$2,778 Deferred Tax)		--		--		--			--		--			(4,166	)		(4,166	)
Balance, December 31, 2004		14,573,515	$	146	$	111,078		$	33,379	$	(6,675	)	$	(15,504	)	$	122,424

See accompanying notes to consolidated financial statements.

F-6

Ladish Co., Inc.

Consolidated Statements of Cash Flows
(Dollars in Thousands)

	Years Ended December 31,
	2002			2003			2004
Cash Flows from Operating Activities:
Net Income	$	1,631		$	19		$	3,754
Adjustments to Reconcile Net Income to Net Cash Provided      by (Used for)
Operating Activities:
Depreciation		15,092			12,596			10,676
Charge in Lieu of Taxes Related to Goodwill		66			40			40
Tax Effect Related to Stock Options		1			--			187
Deferred Income Taxes		584			(935	)		1,703
Non-Cash Compensation Related to Stock Options		(305	)		--			509
Loss (Gain) on Disposal of Property, Plant and Equipment		(27	)		49			(7	)
Changes in Assets and Liabilities:
Accounts Receivable		5,482			2,554			(12,046	)
Inventories		7,210			2,004			(7,965	)
Other Assets		(5,276	)		(974	)		(6,080	)
Accounts Payable and Accrued Liabilities		(5,513	)		(894	)		15,063
Other Liabilities		(3,055	)		(8,163	)		(3,584	)
Net Cash Provided by Operating Activities		15,890			6,296			2,250
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment		(11,475	)		(4,259	)		(5,225	)
Proceeds from Sale of Property, Plant and Equipment		201			115			47
Net Cash Used in Investing Activities		(11,274	)		(4,144	)		(5,178	)
Cash Flows from Financing Activities:
Repayment of Senior Notes		--			--			(6,000	)
Issuance of Common Stock		381			--			691
Stockholders' Rights Redemption		--			(130	)		--
Net Cash Provided by (Used In) Financing Activities		381			(130	)		(5,309	)
Increase (Decrease) in Cash and Cash Equivalents		4,997			2,022			(8,237	)
Cash and Cash Equivalents, Beginning of Period		3,962			8,959			10,981
Cash and Cash Equivalents, End of Period	$	8,959		$	10,981		$	2,744
Supplemental Cash Flow Information:
Income Taxes Paid (Refunded)	$	(165	)	$	(134	)	$	(444	)
Interest Paid	$	1,824		$	2,173		$	2,261

See accompanying notes to consolidated financial statements.

F-7

Ladish Co., Inc.

Notes to Consolidated Financial Statements
(Dollars in Thousands Except Share and Per Share Data)

(1) Business Information

Ladish Co., Inc. (the “Company”), headquartered in Cudahy, Wisconsin, engineers, produces and markets high-strength, high-technology forged and cast metal components for a wide variety of load-bearing and fatigue-resisting applications in the jet engine, aerospace and industrial markets, for both domestic and international customers. The Company’s manufacturing site in Albany, Oregon produces cast metal components and its site in Windsor, Connecticut is a finished machining operation. The Company operates as a single segment. Net sales to jet engine, aerospace and industrial customers were approximately 74%, 20%, 6% in 2002 and 74%, 20% and 6% in 2003 and 70%, 22% and 8% in 2004, respectively, of total Company net sales.

In 2002, 2003 and 2004, the Company had three customers that collectively accounted for approximately 55%, 56% and 52%, respectively, of total Company net sales. Net sales to Rolls-Royce were 28%, 26% and 26%, United Technologies 16%, 18% and 15% and General Electric 11%, 12% and 11% of total Company net sales for the respective years.

Exports accounted for approximately 50%, 48% and 49% of total Company net sales in 2002, 2003 and 2004, respectively, with exports to England constituting approximately 26%, 23% and 24%, respectively, of total Company net sales.

As of December 31, 2004, approximately 49% of the Company’s employees were represented by one of seven collective bargaining units. New collective bargaining agreements were signed with six of these units during 2003 and one unit in 2004.

(2) Summary of Significant Accounting Policies

(a) Consolidation

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(b) Cash and Cash Equivalents

The Company considers marketable securities with maturities of less than three months to be cash equivalents and are shown as a component of cash and cash equivalents on the balance sheets.

(c) Outstanding Checks

Outstanding payroll and accounts payable checks related to certain bank accounts are recorded as accounts payable on the balance sheets. These checks amounted to $2,889 and $7,237 as of December 31, 2003 and 2004, respectively.

(d) Inventories

Inventories are stated at the lower of cost, first-in, first-out (FIFO) basis, or market. Inventory values include material and conversion costs.

F-8

Inventories for the years ended December 31, 2003 and 2004 consist of the following:

	December 31,
	2003			2004
Raw Materials	$	6,761		$	13,039
Work-in-Process and Finished		40,992			40,159
		47,753			53,198
Less Progress Payments		(3,908	)		(1,388	)
Total Inventories	$	43,845		$	51,810

(e) Property, Plant and Equipment

Additions to property, plant, and equipment are recorded at cost. Tooling costs, along with normal repairs and maintenance, are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, as follows:

Land Improvements	39 years
Buildings and Improvements	39 years
Machinery and Equipment	5 to 12 years

Interest is capitalized in connection with construction of plant and equipment. Interest capitalization ceases when the construction of the asset is complete and the asset is available for use. Interest capitalization was $442, $66 and $34 in 2002, 2003 and 2004, respectively.

(f) Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible net assets relating to business acquisitions. Goodwill, net, is included in other assets on the balance sheets. Goodwill amounted to $9,089 and $9,049 at December 31, 2003 and 2004, respectively. SFAS No. 142 “Goodwill and Other Intangibles,”which was adopted on January 1, 2002, requires that goodwill no longer be amortized but instead that it be tested for impairment at least annually. The goodwill assets were subjected to fair value impairment tests in 2002, 2003 and 2004 and no impairments were recognized.

(g) Fair Values of Financial Instruments

The Company considers the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable to approximate fair value because of the short maturities of these financial instruments. The fair values of the Senior Notes do not materially differ from their carrying values.

(h) Revenue Recognition

Sales revenue is recognized when the title and risk of loss have passed to the customer, there is pervasive evidence of an arrangement, delivery has occurred or the service has been provided, the sale price is determinable and collectibility is reasonably assured. This generally occurs at the time of shipment. Net sales include freight out as well as reductions for returns and allowances, and sales discounts. Progress payments on contracts are generally recognized as reductions of the related inventory costs. Progress payments in excess of inventory costs are reflected as a liability. The Company has reviewed SEC Staff Accounting Bulletin No. 104 and believes its revenue recognition policy to be in compliance with SAB 104.

(i) Income Taxes

Deferred income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates. Deferred income tax provisions or benefits are based on the change in the deferred tax assets and liabilities from period to period.

F-9

(j) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results will likely differ from those estimates, but management believes such differences are not material.

(k) New Accounting Pronouncements

(i) FASB Statement 123 (revised), Share-Based Payment, is a revision of FASB Statement 123, Accounting for Stock-Based Compensation. Statement 123 (revised) supersedes, Accounting for Stock Issued to Employees, and its related implementation guidance. This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met. The grant date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of these instruments. If an equity award is modified after the grant date, incremental compensation cost will be recognized. This Statement is effective for the Company as of the beginning of its third fiscal quarter in 2005. This Statement applies to all awards granted after the effective date and to awards modified, repurchased or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the effective date. Because the Company has no unvested options, it is expected that adoption will have no material effect on the results of operations or financial position as of the effective date.

(ii) FASB Statement 151, Inventory Costs-an amendment of FASB No. 43, Chapter 4, amends the guidance in ARB No. 43, Chapter 4 “Inventory Pricing” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This Statement requires that those items be expensed as current period charges to expense. This Statement requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. The provisions of this Statement are effective for inventory costs incurred by the Company beginning January 1, 2006. The Company is currently evaluating what effect, if any, adoption of this Statement will have on its financial position and results of operations.

(3) Debt

On July 20, 2001, the Company sold $30,000 of senior notes (“Senior Notes”) in a private placement to certain institutional investors. The Senior Notes bear interest at a rate of 7.19% per annum with the interest being paid semiannually. The Senior Notes have a seven-year duration with the principal amortizing equally over the remaining duration after the third year. The Company used the proceeds from the Senior Notes to repay outstanding borrowings under the Facility and for working capital purposes. The first amortization payment of $6,000 was made on July 20, 2004

In conjunction with the private placement of the Senior Notes, the Company and a syndicate of lenders entered into a credit facility on July 17, 2001 (the “Facility”). The Facility consisted of a $50,000 revolving line of credit which bore interest at a rate of LIBOR plus 0.80%. The Company and the lenders entered into an amendment to the Facility on April 12, 2002 in order to allow one lender to withdraw and to reduce the maximum size of the revolving line of credit to $45,000. On December 31, 2002, the Company and the lenders further modified the Facility by reducing the maximum line of revolving credit to $25,000. As of December 31, 2004, the interest rate on the Facility was LIBOR plus 1.50%. As of December 31, 2004, $25,000 was available pursuant to the terms of the Facility. There were no borrowings under the Facility as of December 31, 2004.

F-10

Warrants related to previously repaid senior subordinated notes were 32,076 outstanding and exercisable as of December 31, 2003 and 2004. Each warrant entitles the holder to purchase one share of common stock for $1.20 per share. The exercise price may be paid in cash or by the surrender of already outstanding Ladish common stock or other warrants having a fair value equal to the exercise price. The warrants expire in 2005.

(4) Stockholders’ Equity

In July 2004, the Company contributed 525,000 shares of common stock of the Company to the trust for three of the Company’s defined benefit pension plans. The 525,000 shares came from treasury stock. The shares removed from treasury stock had a cost of $7.32 per share and a quoted market value on the date of the transfer of $9.00 per share. The pension liability was reduced by the fair value of the shares of $4,725, treasury stock was reduced by the cost of the shares of $3,844 and the difference of $881 was credited to additional paid-in capital.

In 2003, the Company elected to redeem the 1998 Rights Agreement which granted certain rights to the stockholders of the Company to purchase additional shares of common stock of the Company in the event of an unfriendly takeover attempt. The Company’s stockholders received the redemption price of $0.01 per share, or approximately $130 in total for the redemption. The $130 charge is included in paid-in capital on the balance sheets.

The Company has a Long-Term Incentive Plan (the “Plan”) that covers certain employees. Under the Plan, incentive stock options for up to 983,333 shares may be granted to employees of the Company of which 946,833 options have been granted. These options expire ten years from the grant date. In 2002, 2003 and 2004, 12,000, 0 and 0 options, respectively, were granted under the Plan and vest over two years. As of December 31, 2004, 576,001 options granted under the Plan remain outstanding.

During 2004, 113,333 shares of common stock were issued from treasury stock for the exercise of stock options. The shares removed had a cost of $7.32 per share. The difference of $139 between the $830 cost of the shares released from treasury stock and the cash proceeds of $691 from the exercise of stock options was charged to additional paid-in capital.

The Company accounts for its option grants using the intrinsic value based method pursuant to APB Opinion No. 25 and Statement of Financial Accounting Standards No. 123 (“SFAS 123”) under which no compensation expense was recognized in 2002, 2003 and 2004. Had compensation cost for these options been determined pursuant to the fair value method under SFAS 123, the Company’s pro forma net income and diluted earnings per share would have been as follows:

	Years Ended December 31,
	2002				2003					2004
	As Reported		Pro Forma		As Reported		Pro Forma			As Reported		Pro Forma
Net Income	$	1,631	$	1,422	$	19	$	(22	)	$	3,754	$	3,751
Diluted Earnings Per Share	$	0.12	$	0.11	$	0.00	$	0.00		$	0.28	$	0.28

The fair value of the option grants in 2001 and 2002 used to compute the pro forma amounts above was estimated based on vesting of the grants using the Black-Scholes option pricing model with the following assumptions:

Year	Weighted Average Risk Free Interest Rate	Weighted Average Expected Remaining Lives	Weighted Average Volatility Factor	Weighted Average Black-Scholes Option Value
2001	4.92%	10 Years	41.46%	$ 6.38
2002	5.08%	10 Years	52.37%	$ 6.41

F-11

        A summary of options for 2002, 2003 and 2004 is as follows:

	2002					2003					2004
	Options			Weighted    Average    Exercise    Price		Options			Weighted    Average    Exercise    Price		Options			Weighted    Average    Exercise    Price
Outstanding at
Beginning of Year		1,249,355		$	11.14		1,211,522		$	11.26		697,834		$	7.93
Granted		12,000			10.50		--			--		--			--
Forfeited		(2,500	)		10.50		(513,688	)		15.78		(8,500	)		10.50
Exercised		(47,333	)		8.04		--			--		(113,333	)		6.10
Outstanding at
End of Year		1,211,522		$	11.26		697,834		$	7.93		576,001		$	8.26
Exercisable at
End of Year		1,134,522		$	11.31		691,834		$	7.91		576,001		$	8.26

The options outstanding and exercisable as of December 31, 2004 consist of the following:

Range of	Number of Options				Weighted Average Exercise Price				Average Remaining Contractual
Exercise Prices	Outstanding		Exercisable		Outstanding		Exercisable		Life - Years
$5 to $10		457,501		457,501	$	7.67	$	7.67		3.26
$10 to $15		118,500		118,500	$	10.50	$	10.50		6.37
		576,001		576,001	$	8.26	$	8.26		3.90

In June 1999, the Company reduced the exercise price of 320,000 options previously granted to certain employees from $13.50 and $15.50 to $8.25. As a result, the Company recorded additional compensation expense (credit) of $(305), $0 and $509 in 2002, 2003 and 2004, respectively, relating to the modified stock options.

(5) Research and Development

Research and Development expenses were $3,467, $3,643 and $3,920 in 2002, 2003 and 2004, respectively. Customers reimbursed the Company for $1,980, $2,032 and $1,546 of research and development expenses in 2002, 2003 and 2004, respectively.

(6) Leases

Certain office and warehouse facilities and equipment are leased under noncancelable operating leases expiring on various dates through the year 2008. Rental expense was $136, $124 and $112 in 2002, 2003 and 2004, respectively.

Minimum lease obligations under noncancelable operating leases are as follows:

2005	$	82
2006		38
2007		34
2008		10
2009 and Thereafter		--
Total	$	164

F-12

(7) Income Taxes

The Company has net operating loss (“NOL”) carryforwards that were generated prior to its reorganization (“Pre-Reorganization”) completed on April 30, 1993 as well as NOL carryforwards that were generated subsequent to reorganization and prior to the 1998 ownership change (“Post-Reorganization”), and NOL carryforwards generated in 2002 through 2004. These NOLs are available to the Company to reduce future taxable income and the related tax benefits are included in deferred income taxes on the balance sheets at their net realizable value of approximately $14,977 and $17,135 as of December 31, 2003 and 2004, respectively, reflecting a combined federal and state tax rate of 40%.

The amount of the NOL carryforwards used through December 31, 2004 total $18,578 of the Pre-Reorganization NOLs and $44,785 of the Post-Reorganization NOLs. Federal NOL carryforwards remaining as of December 31, 2004 total $14,997 of Pre-Reorganization NOLs, $4,302 of Post-Reorganization NOLs and $23,539 of NOLs generated in 2002 through 2004. Wisconsin NOL carryforwards remaining as of December 31, 2004 total $8,025 of Pre-Reorganization NOLs, $10,901 of Post-Reorganization NOLs and $22,742 of NOLs generated in 2002 through 2004.

The Company’s IPO in March, 1998 created an ownership change as defined by the Internal Revenue Service (“IRS”). This ownership change generated an IRS imposed limitation on the utilization of NOL carryforwards, generated prior to the ownership change, to reduce future taxable income. The annual use of the NOL carryforwards is limited to the lesser of the Company’s taxable income or the amount of the IRS imposed limitation. Since the ownership change, the total NOL available for use is $11,865 annually. To the extent less than $11,865 is used in any year, the unused amount is added to and increases the limitation in the succeeding year. Pre-Reorganization NOLs are further limited to an annual usage of $2,142. Any unused amount is added to and increases the limitation in the succeeding year. The Pre-Reorganization NOLs of $14,997 expire as follows, $8,504 in 2007 and $6,493 in 2008. The Post-Reorganization NOLs of $4,302 expire in 2010. There is no limitation on the usage of the $23,539 of NOLs generated in 2002 through 2004 and these NOLs expire in 2022 through 2024.

Realization of the net deferred tax assets over time is dependent upon the Company generating sufficient taxable income in future periods. In determining that realization of the net deferred tax assets was more likely than not, the Company gave consideration to a number of factors including its recent earnings history, expectations for earnings in the future, the timing of reversal of temporary differences, tax planning strategies available to the Company and the expiration dates associated with NOL carryforwards. If, in the future, the Company determines that it is no longer more likely than not that the net deferred tax assets will be realized, a valuation allowance will be established against all or part of the net deferred tax assets through a charge to the income tax provision.

The components of net deferred income tax assets for the years ended December 31, 2003 and 2004 are as follows:

F-13

	December 31,
	2003			2004
Current Deferred Tax Assets Attributable to:
Inventory Adjustments	$	473		$	891
Accrued Employee Costs		1,409			1,544
Pension Benefits		1,314			1,328
Postretirement Healthcare Benefits		1,539			1,748
Other		211			272
Total Current Deferred Tax Assets	$	4,946		$	5,783
Noncurrent Deferred Tax Assets and
(Liabilities) Attributable to:
Property, Plant and Equipment	$	(5,307	)	$	(5,678	)
NOL Carryforwards		14,977			17,135
Pension Benefits		1,193			793
Postretirement Healthcare Benefits		14,385			13,360
Other		(680	)		(801	)
Total Noncurrent Deferred Tax Assets	$	24,568		$	24,809
Total Net Deferred Tax Assets	$	29,514		$	30,592

A reconciliation of the Federal statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2002, 2003 and 2004 is as follows:

	Years Ended December 31,
	2002			2003			2004
Pre-tax Income (Loss)	$	1,680		$	(947	)	$	5,724
Federal Tax at Statutory Rate of 35%	$	588		$	(331	)	$	2,003
State Tax (Benefit), Net of Federal Effect		69			167			298
Permanent Differences and Other, Net		27			(84	)		21
Revision of Accrual Related to Prior Year
State Taxes		--			(212	)		--
Extra-Territorial Income Exclusion		(635	)		(506	)		(352	)
Total Tax Provision (Credit)	$	49		$	(966	)	$	1,970
Effective Tax Rate		2.9	%		102.0	%		34.4	%

The Extra-Territorial Income Exclusion is a statutory exclusion of income related to the Company’s international sales.

F-14

The components of income tax expense (benefits) for the years ended December 31, 2002, 2003 and 2004 are as follows:

	2002
	Federal Tax			State Tax		Total
Current	$	(652	)	$	50	$	(602	)
Deferred		536			48		584
Charge in Lieu of Taxes Related to:
Goodwill		58			8		66
Stock Options		1			--		1
Total Income Tax Expense (Benefit)	$	(57	)	$	106	$	49

	2003
	Federal Tax			State Tax			Total
Current	$	(20	)	$	(129	)	$	(149	)
Deferred		(788	)		(69	)		(857	)
Charge in Lieu of Taxes Related to Goodwill		35			5			40
Total Income Tax Benefit	$	(773	)	$	(193	)	$	(966	)

	2004
	Federal Tax		State Tax		Total
Current	$	-	$	40	$	40
Deferred		1,340		363		1,703
Charge in Lieu of Taxes Related to:
Goodwill		35		5		40
Stock Options		164		23		187
Total Income Tax Expense	$	1,539	$	431	$	1,970

(8) Pensions and Postretirement Benefits

The Company has noncontributory defined benefit pension plans (“Plans”) covering a majority of its employees. Plans covering salaried and management employees provide pension benefits that are based on the highest five consecutive years of an employee’s compensation during the last ten years prior to retirement. Plans covering hourly employees and union members generally provide benefits of stated amounts for each year of service. The Company’s funding policy is to contribute annually an amount equal to or greater than the minimum amount required under the Employee Retirement Income Security Act of 1974. The Company contributed $1,455 and $6,766 to the Plans in 2003 and 2004, respectively, and the Company expects to contribute $4,003, $5,170 and $8,464 in 2005, 2006 and 2007, respectively, to the Plans. The Plans’ assets are primarily invested in U.S. Government securities, investment grade corporate bonds and marketable common stocks. A number of the Plans hold shares of the Company’s common stock, which comprise less than ten percent of any individual plan’s total assets. The market value of Company shares held in all Plans as of December 31, 2004 total $6,090. A summary of the Plans’ asset allocation for the years ended December 31, 2003 and 2004 is as follows:

	December 31,
	2003		2004
Asset Category:
Fixed Income Securities		58.0%		50.0%
Equity Securities		38.0%		44.0%
Cash		4.0%		6.0%
Total		100.0%		100.0%

The Plans’ target asset allocation percentages are fixed income 50% and equities 50%.

In addition to pension benefits, a majority of the Company’s employees are provided certain postretirement healthcare and life insurance benefits. The employees may become eligible for these benefits when they retire. The Company accrues, as current costs, the future lifetime retirement benefits for both active and retired employees and their dependents. Steps have been taken by the Company to reduce the amount of the future obligation for pensions and postretirement healthcare benefits of future retirees by capping the amount of funds payable on behalf of the retirees.

F-15

The benefits estimated to be paid in the next five years for the pension plans range between $15,600 and $17,100 per year and for years six through ten in aggregate total $75,000. For postretirement healthcare and life insurance benefits, the estimated benefit payments over the next five years approximate $4,000 per year and $19,000 in aggregate for years six through ten.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted. In May 2004, the FASB issued FASB Staff Position No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 in response to the new law which may provide a federal subsidy to sponsors of retiree healthcare benefit plans. The Company has not yet concluded whether benefits provided by its postretirement benefit plan are actuarially equivalent to Medicare Part D under the Act and currently has deferred any action relative to the Act.

Certain officers have deferred compensation agreements (the “Officers Plan”) which, upon retirement, provide them with, among other things, supplemental pension and other postretirement benefits. An accumulated unfunded liability, net of the investments in a Rabbi Trust, of $3,108 and $3,363 as of December 31, 2003 and 2004, respectively, has been recorded under these agreements as actuarially determined. The expense was $291, $320 and $237 in 2002, 2003 and 2004, respectively.

The Company has established a Rabbi Trust for the beneficiaries of the Officers Plan to fund a portion of the benefits earned under the Officers Plan. The Rabbi Trust does not hold any Company stock and is considered in the calculations determined by the actuary.

The Company uses a measurement date of September 30 for all pension and postretirement benefit plans. The following is a reconciliation of the change in benefit obligation and Plans assets for the years ended December 31, 2003 and 2004:

	Pension & Officers Benefits						Postretirement Benefits
	2003			2004			2003			2004
Change in Benefit Obligation:
Projected Benefit Obligation at
Beginning of Year	$	184,896		$	186,493		$	39,453		$	37,113
Service Cost		849			826			286			254
Interest Cost		12,666			12,122			2,548			2,279
Amendments		5			--			--			--
Actuarial (Gains) Losses		5,899			10,343			(1,326	)		2,643
Benefits Paid		(17,822	)		(17,442	)		(3,848	)		(4,369	)
Projected Benefit Obligation at End
of Year	$	186,493		$	192,342		$	37,113		$	37,920
Change in Plans Assets:
Plans Assets at Fair Value at
Beginning of Year	$	160,864		$	163,779		$	--		$	--
Actual Return on Plans Assets		19,139			12,031			--			--
Company Contributions		1,598			6,907			3,848			4,369
Benefits Paid		(17,822	)		(17,442	)		(3,848	)		(4,369	)
Plans Assets at Fair Value at End
of Year	$	163,779		$	165,275		$	--		$	--
Funded Status of Plans	$	(22,714	)	$	(27,067	)	$	(37,113	)	$	(37,920	)
Unrecognized Prior Service Cost		3,085			2,554			--			--
Unrecognized Net Actuarial (Gain) Loss		31,455			45,119			(2,698	)		151
Net Prepaid (Accrued) Benefit Cost	$	11,826		$	20,606		$	(39,811	)	$	(37,769	)
Plans with Benefit Obligations   in Excess of Plan Assets:
Projected Benefit Obligation	$	114,083		$	116,989		$	--		$	--
Accumulated Benefit Obligation		114,067			116,445			37,113			37,920
Plan Assets		85,233			87,859			--			--

F-16

	Pension & Officers Benefits				Postretirement Benefits
	2003		2004		2003		2004
Weighted Average Assumptions:
Discount Rate		6.50%		6.00%		6.50%		6.00%
Rate of Increase in Compensation Levels		3.00%		3.00%		--		--
Expected Long-Term Rate of Return on Assets		9.25%		9.25%		--		--

The total accumulated pension benefit obligations for all Plans is $183,080 and $188,433 at September 30, 2003 and 2004, respectively. For certain of the Plans and the Officers Plan, the accumulated benefit obligation at September 30, 2003 and 2004 exceeds the fair value of the Plans assets plus accrued pension expense. This results in an additional minimum pension liability of $20,946 and $27,487 as of December 31, 2003 and 2004, respectively. The additional minimum pension liability is allocated to intangible assets for prior service costs of $2,050 and $1,646 as of December 31, 2003 and 2004, respectively, and the balance is reported in stockholders’ equity net of the deferred tax effect. The status of the Plans and the Officers Plan for the years ended December 31, 2003 and 2004 is presented in the balance sheets as follows:

	December 31,
	2003			2004
Other Assets (Intangible Asset)	$	2,050		$	1,646
Accrued Liabilities - Pensions		(4,837	)		(4,003	)
Long-Term Prepaids (Liabilities) - Pensions		(1,175	)		(485	)
Officers' Deferred Compensation		(3,108	)		(3,363	)
Stockholders' Equity (Gross Amount)		18,896			25,841
Net Prepaid Benefit Cost	$	11,826		$	20,606

The components of the net periodic benefit costs for the years ended December 31, 2002, 2003 and 2004 are:

	Pension & Officers Benefits									Postretirement Benefits
	2002			2003			2004			2002			2003			2004
Service Cost-Benefit Earned
During the Period	$	720		$	849		$	826		$	313		$	286		$	254
Interest Cost on Projected
Benefit Obligation		13,356			12,666			12,122			3,126			2,548			2,279
Expected Return on Pension Assets		(19,228	)		(17,571	)		(15,790	)		--			--			--
Net Amortization and Deferral		(1,109	)		91			437			(233	)		(231	)		(205	)
Prior Service Cost		563			564			532			--			--			--
Net Periodic Benefit Cost (Income)	$	(5,698	)	$	(3,401	)	$	(1,873	)	$	3,206		$	2,603		$	2,328

Assumptions used in the determination of net periodic benefit costs for these years are:

	2002		2003		2004		2002		2003		2004
Discount Rate		7.50%		6.85%		6.50%		7.50%		6.85%		6.50%
Rate of Increase in
Compensation Levels		3.00%		3.00%		3.00%		--		--		--
Expected Long-Term Rate
of Return on Assets		9.25%		9.25%		9.25%		--		--		--

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement healthcare plans. The Company assumes annual increases of 4% on life insurance, 7% on pre-65 healthcare and 5% on post-65 healthcare. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

F-17

	1% Increase		1% Decrease
Effect on Total of Service and Interest Cost Components	$	82	$	(74	)
Effect on Postretirement Healthcare Benefit Obligation	$	1,334	$	(1,207	)

As a result of union labor renegotiations finalized during 2000, the benefits in certain Company sponsored pension plans were frozen and replaced with comparable benefits in national multi-employer plans not administered by the Company. The Company contributed $1,265 and $1,364 to these plans during 2003 and 2004, respectively.

(9) Profit Sharing

The Cudahy site has a profit sharing program in which substantially all of the employees are eligible to participate. The profit sharing payout is derived from a formula based on net income and is payable no later than February 15^th of the subsequent year. The expense was $0, $0 and $300 in 2002, 2003 and 2004, respectively. The Albany, Oregon facility has a profit sharing program called “Gainshare” in which all employees are eligible to participate. The Gainshare pool is calculated based on various internal operating measurements. The expense was $93, $0 and $0 in 2002, 2003 and 2004, respectively.

(10) Commitments and Contingencies

The Company is involved in various stages of investigation relative to environmental protection matters relating to various waste disposal sites. The potential costs related to such matters and the possible impact thereof on future operations are uncertain due in part to uncertainty as to the extent of the pollution, the complexity of laws and regulations and their interpretations, the varying costs and effectiveness of alternative cleanup technologies and methods, and the questionable level of the Company’s involvement. The Company has made provisions in the financial statements for potential losses related to these matters. The Company does not anticipate such losses will have a material impact on the financial statements beyond the aforementioned provisions.

A purported stockholder of the Company filed a putative class action, Dean v. Ladish Co., Inc., et. al., Case No. 03-C-0165, in the United States District Court for the Eastern District of Wisconsin, on February 28, 2003, against the Company and two Company officers. The complaint included claims under the federal securities laws and state common law, and sought damages for stockholders who purchased the common stock of the Company between March 10, 1998 and September 27, 2002. The allegations, which the Company disputed, were based primarily on accounting issues relating to the Company’s restatement in 2002. This case was dismissed in 2004 and the order of dismissal was not appealed.

Various other lawsuits and claims arising in the normal course of business are pending against the Company and losses that might result from such actions are not expected to be material to the financial statements.

(11) Related Party Transactions

Since 1995, the Company has participated in a joint venture with Weber Metals, Inc. (“Weber”). The joint venture is directed toward serving the jet engine market by combining the Company’s technology and market presence with Weber’s unique equipment. A director of the Company is the chief executive officer of Weber. The Company’s payments to Weber under the joint venture were $1,073, $1,251 and $897 in 2002, 2003 and 2004, respectively. The joint venture has no assets or liabilities.

(12) Earnings Per Share

Basic earnings per share of common stock are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net income by the weighted average number of common shares and common share equivalents related to the assumed exercise of stock options and warrants.

F-18

The following shares were used to calculate basic and diluted earnings per share for the years ended December 31, 2002, 2003 and 2004:

	December 31,
	2002		2003		2004
Average Basic Common Shares Outstanding		13,002,224		13,023,393		13,285,582
(a)    Incremental Shares Applicable to
Common Stock Options and Warrants		110,979		34,310		102,329
Average Diluted Common Shares Outstanding		13,113,203		13,057,703		13,387,911

The shares outstanding used to compute diluted earnings per share for 2004 excluded outstanding options to purchase 118,500 shares of common stock at a weighted average exercise price of $10.50. These options were excluded because their exercise prices were greater than the average market price of the common shares during the year and their inclusion in the computation would have been antidilutive.

(13) Quarterly Results of Operations (Unaudited)

The following table sets forth unaudited consolidated income statement data for each quarter of the Company’s last two fiscal years. The unaudited quarterly financial information has been prepared on the same basis as the annual information presented in the financial statements and, in management’s opinion, reflects all adjustments (consisting of normal recurring entries) necessary for a fair presentation of the information provided. The operating results for any quarter are not necessarily indicative of results for any future period.

	Quarters Ended
2003	March 31		June 30		September 30		December 31
Net Sales	$	47,307	$	49,055	$	42,222	$	41,343
Gross Profit		2,016		4,263		3,151		498
Operating Income (Loss)		894		980		1,002		(1,672	)
Net Income (Loss)		574		73		178		(806	)
Basic Earnings (Loss) Per Share		0.04		0.01		0.01		(0.06	)
Diluted Earnings (Loss) Per Share		0.04		0.01		0.01		(0.06	)

	Quarters Ended
2004	March 31			June 30		September 30		December 31
Net Sales	$	50,716		$	53,279	$	51,076	$	53,636
Gross Profit		2,370			5,721		4,236		5,728
Operating Income		12			3,579		2,059		2,105
Net Income (Loss)		(425	)		2,178		816		1,185
Basic Earnings (Loss) Per Share		(0.03	)		0.17		0.06		0.09
Diluted Earnings (Loss) Per Share		(0.03	)		0.17		0.06		0.09

Per share amounts for the quarters and the full years have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average shares outstanding in each period.

F-19

(14) Valuation and Qualifying Accounts

	Balance at Beginning of Year		Provision Charged (Credited) to Profit and Loss			Payments and Accounts Written Off		Balance at End of Year
Year ended December 31, 2002
Allowance for Doubtful Accounts	$	341	$	(150	)	$	-	$	191
Year ended December 31, 2003
Allowance for Doubtful Accounts	$	191	$	2		$	2	$	191
Year ended December 31, 2004
Allowance for Doubtful Accounts	$	191	$	13		$	28	$	176

F-20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	LADISH CO., INC.
Date:  April 13, 2005	By:	/s/  Wayne E. Larsen
		Wayne E. Larsen Vice President Law/Finance & Secretary

Signature	Title	Date
/s/  Kerry L. Woody	President and Chief Executive Officer	April 12, 2005
Kerry L. Woody	(Principal Executive Officer), Director
/s/  Wayne E. Larsen	Vice President Law/Finance & Secretary (Principal Financial and	April 12, 2005
Wayne E. Larsen	Accounting Officer)
/s/  Lawrence W. Bianchi	Director	April 11, 2005
Lawrence W. Bianchi
/s/  James C. Hill	Director	April 12, 2005
James C. Hill
/s/  Leon A. Kranz	Director	April 11, 2005
Leon A. Kranz
/s/  J. Robert Peart	Director	April 11, 2005
J. Robert Peart
	Director
John W. Splude
/s/  Bradford T. Whitmore	Director	April 11, 2005
Bradford T. Whitmore

INDEX TO EXHIBITS

Exhibit
Numbers
Description

3(a) Articles of Incorporation of the Company as filed with the Secretary of the State of Wisconsin filed with Form S-1 as Exhibit 3.2 on December 23, 1997 are incorporated by reference.

3(b) The Ladish Co., Inc. Amended and Restated By-Laws filed with Form 10-Q as Exhibit 3(b) on November 5, 2003 are incorporated by reference.

10(a) Form of Ladish Co., Inc. 1996 Long Term Incentive Plan filed with Form S-1 as Exhibit 10.4 on December 23, 1997 is incorporated by reference.

10(b) Form of Employment Agreement between Ladish Co., Inc. and certain of its executive officers filed with Form S-1 as Exhibit 10.5 on December 23, 1997 is incorporated by reference.

10(c) Amendment No. 1 dated April 13, 2001 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and Firstar Bank Milwaukee, N.A. and the Financial Institutions Parties thereto, filed with Form 10-K on February 22, 2002 is incorporated by reference.

10(d) Amendment No. 2 dated July 17, 2001 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and Firstar Bank Milwaukee, N.A. and the Financial Institutions Parties thereto, filed with Form 10-K on February 22, 2002 is incorporated by reference.

10(e) Amendment No. 3 dated April 12, 2002 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and U.S. Bank National Association and the Financial Institutions Party thereto, filed with Form 10-K on March 25, 2003 is incorporated by reference.

10(f) Amendment No. 4 dated December 31, 2002 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and U.S. Bank National Association and the Financial Institutions Party thereto, filed with Form 10-K on March 25, 2003 is incorporated by reference.

10(g) Amendment No. 5 dated December 30, 2003 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and U.S. Bank National Association and the Financial Institutions Party thereto, filed with Form 10-K on February 25, 2004 is incorporated by reference.

10(h) Amendment No. 6 dated December 29, 2004 to Credit Agreement dated April 14, 2000 among Ladish Co., Inc. and U.S. Bank National Association and the Financial Institutions Party thereto, filed with Form 10-K on March 15, 2005 is incorporated herein by reference.

10(i) Note Purchase Agreement dated July 20, 2001 between Ladish Co., Inc. and the Purchasers listed therein, filed with Form 10-K on February 22, 2002 is incorporated by reference.

10(j) Agreement dated September 15, 1995 between Ladish Co., Inc. and Weber Metals, Inc. filed with Form S-1 as Exhibit 10.7 on February 23, 1998 is incorporated by reference.

10(k) Agreement dated February 24,2005 between Ladish Co., Inc. and Huta Stalowa Wola S.A. filed with Form 8-K on March 2, 2005 is incorporated by reference.

X-1

Exhibit
Numbers
Description Page
Number

14 Ladish Co., Inc. Policies filed with Form 10-K on March 25, 2003 is incorporated by reference.

21 List of Subsidiaries of the Company, filed with Form 10-K on February 22, 2002 is incorporated by reference.

23 Consent of Independent Registered Public Accounting Firm. X-3

31 (a) Written statement of the chief executive officer of the Company certifying this Form 10-K/A complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934. X-4

31 (b) Written statement of the chief financial officer of the Company certifying this Form 10-K/A complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934. X-5

32 Written Statement of the chief executive officer and chief financial officer of the Company certifying this Form 10-K/A complies with the requirements of 18 U.S.C. ss. 1350 X-6

X-2