UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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~~June 211, 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

(Address of Principal Executive Offices,

including Zip Code)

(641) 782-8521

(Registrant's telephone number,

including area code)

N/A

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(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)).

Item 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Auditor~~Effective ~~Dismissal~~June 1, 2009, the Board of Directors appointed Curtis J. Zamec, II, President and Chief Executive Officer of the Company. Mr. Zamec will serve at the discretion of the Board of Directors with no specific term and is an at-will employee. Mr. Zamec’s compensation is $250,000 per annum. Mr. Zamec and eligible family members, if enrolled, will receive standard benefits available to all Company employees on the same terms and conditions, including medical, dental and vision insurance; short term and long term disability; life insurance; 401(k) and three weeks paid vacation. In addition, Mr. Zamec will receive a vehicle allowance of $750 per month.

~~Upon~~Mr. ~~conclusion~~Zamec’s ofbusiness experience during the ~~2008~~past ~~audit~~five years includes his original appointment with the Company as Chief Operating Officer effective September 2, on2008. Prior ~~May~~to 14his service with the Company, ~~2009~~Mr. Zamec served as the ~~Board~~Principal of ~~Directors~~Prism ofIndustrial, ~~Fansteel~~LLC. Prism ~~Inc~~Industrial is a specialty consulting firm that works with manufacturing companies to achieve a step change in customer and financial performance. ~~(“we,”~~Prior ~~“us~~to Prism Industrial,” ~~“our”)~~Mr. ~~determined~~Zamec towas ~~dismiss~~an ~~BDO~~executive ~~Seidman~~with Rexnord Industries, ~~LLP~~LLC ~~(“BDO”)~~and served as ~~our~~President, ~~independent~~North ~~registered~~America ~~public~~Commercial ~~accounting~~and ~~firm~~Global Product Services and President, Coupling Business Group. ~~This~~ ~~action~~Prior to Rexnord Industries, LLC, Mr. Zamec was ~~taken~~employed inby ~~conjunction~~The ~~with~~Timken ~~the~~Company ~~closure~~in several roles of ~~the~~increasing ~~Company’s Chicago~~operational and commercial responsibility, ~~Illinois~~including ~~headquarters~~his ~~and~~final ~~relocation~~role ofas ~~the~~General ~~same~~Manager, toTimken ~~Creston~~de Mexico in Mexico City, ~~Iowa~~Mexico. ~~BDO~~ ~~does~~Mr. ~~not~~Zamec ~~maintain~~received ana ~~office~~B.A. from the University of Minnesota in ~~Iowa~~1991.

~~BDO’s~~Mr. ~~audit~~Zamec ~~reports~~has onno ~~our~~family ~~financial~~relationship ~~statements~~with ~~as of and for the years ended December 31, 2008 and 2007 did not contain~~ any ~~adverse~~other ~~opinion~~director or ~~disclaimer~~officer of ~~opinion~~the ~~and were not qualified or modified as to uncertainty, audit scope or accounting principles~~Company.

UpMr. toZamec ~~and~~is ~~including~~also ~~May~~a ~~14,~~Director ~~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)~~Company.

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.

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 May 14, 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.
May 20, 2009	By:	/s/ Curtis J. Zamec, II
June 4, 2009	By:	/s/ Earl F. White
		Curtis J. Zamec, II
		Earl F. White
		Chief Operating Officer
		Vice President Finance and Administration, Chief Financial Officer
		(Principle Executive Officer)

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