Registration No. 333-_______               
_______________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   __________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                                  FANSTEEL INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                     36-1058780
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)


NUMBER ONE TANTALUM PLACE
NORTH CHICAGO, ILLINOIS                                           60064
(Address of principal executive offices)                     (Zip Code)


                   FANSTEEL INC. 1998 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                            MICHAEL J. MOCNIAK, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  FANSTEEL INC.
                            NUMBER ONE TANTALUM PLACE
                          NORTH CHICAGO, ILLINOIS 60064
                     (Name and address of agent for service)

                                 (847) 689-4900
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                    PROPOSED       PROPOSED
       TITLE OF                     MAXIMUM        MAXIMUM
       SECURITIES                   OFFERING       AGGREGATE     AMOUNT OF
       TO BE          AMOUNT TO BE  PRICE PER      OFFERING      REGISTRATION
       REGISTERED      REGISTERED   SHARE          PRICE         FEE     

       COMMON STOCK,  300,000       $5.65625(1)     $1,696,875
       PAR VALUE      130,800       $9.1875(1)      $1,201,725
       $2.50          369,200       $5.0625(2)      $1,869,075    $519.60



(1) Based upon the exercise price of outstanding options to purchase shares of
the Registrant's Common Stock, pursuant to Rule 457(h).

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).  The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on April 12, 1999.
_______________________________________________________________________




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
   Exchange Commission (the "Commission") pursuant to the Securities Act of
   1933, as amended (the "Securities Act"), or the Securities Exchange Act of
   1934, as amended (the "Exchange Act"), are incorporated by reference into
   this Registration Statement:  (i) the Registrant's Annual Report on Form
   10-K for the fiscal year ended December 31, 1998; and (ii) the description
   of the Registrant's Common Stock contained in the Registrant's
   Registration Statement on Form 8-A, as the same may be amended.

     All documents subsequently filed by the Registrant with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
   the date of this Registration Statement, but prior to the filing of a
   post-effective amendment to this Registration Statement which indicates
   that all securities offered by this Registration Statement have been sold
   or which deregisters all such securities then remaining unsold, shall be
   deemed to be incorporated by reference into this Registration Statement. 
   Each document incorporated by reference into this Registration Statement
   shall be deemed to be a part of this Registration Statement from the date
   of filing of such document with the Commission until the information
   contained therein is superseded or updated by any subsequently filed
   document which is incorporated by reference into this Registration
   Statement or by any document which constitutes part of the prospectus
   relating to the Fansteel Inc. 1998 Long-Term Incentive Plan meeting the
   requirements of Section 10(a) of the Securities Act.


   ITEM 4.     DESCRIPTION OF SECURITIES.

     The Common Stock to be offered under this Registration Statement is
   registered under Section 12 of the Exchange Act.


   ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.



   ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
   permits a corporation, in its certificate of incorporation, to limit or
   eliminate, subject to certain statutory limitations, the liability of
   directors to the corporation or its stockholders for monetary damages for
   breaches of fiduciary duty, except for liability (a) for any breach of
   the director's duty of loyalty to the corporation or its stockholders,
   (b) for acts or omissions not in good faith or which involve intentional
   misconduct or a knowing violation of law, (c) under Section 174 of the
   DGCL, or (d) for any transaction from which the director derived an
   improper personal benefit.  Article Ninth of the Registrant's Certificate
   of Incorporation provides that the personal liability of directors of the
   Registrant is eliminated to the fullest extent permitted by Section
   102(b)(7) of the DGCL.

     Under Section 145 of the DGCL, a corporation has the power to indemnify
   directors and officers under certain prescribed circumstances and subject
   to certain limitations against certain costs and expenses, including
   attorneys' fees actually and reasonably incurred in connection with any




   action, suit or proceeding, whether civil, criminal, administrative or
   investigative, to which any of them is a party by reason of his being a
   director or officer of the corporation if it is determined that he acted
   in accordance with the applicable standard of conduct set forth in such
   statutory provision.  Article XII of the Registrant's By-Laws provides
   that the Registrant will indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action, suit or proceeding by reason of the fact that he is or was a
   director, officer, employee or agent of the Registrant, or is or was
   serving at the request of the Registrant as a director, officer, employee
   or agent of another entity, against certain liabilities, costs and
   expenses.  Article XII further permits the Registrant to maintain
   insurance on behalf of any person who is or was a director, officer,
   employee or agent of the Registrant or is or was serving at the request
   of the Registrant as a director, officer, employee or agent of another
   entity against any liability asserted against such person and incurred by
   such person in any such capacity or arising out of his status as such,
   whether or not the Registrant would have the power to indemnify such
   person against such liability under the DGCL.  The Registrant maintains
   directors' and officers' liability insurance.



   ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.


   ITEM 8.     EXHIBITS.

     The following exhibits are filed herewith or incorporated by reference
   as part of this Registration Statement:


   EXHIBIT NO.                   DESCRIPTION

     4.1       Certificate of Incorporation of Fansteel Inc. (incorporated
               by reference to Exhibit 3.1 to the Registrant's Form 10-K
               filed March 31, 1993).

     4.2       By-laws of Fansteel Inc. (incorporated by reference to
               Annex II to the Registrant's annual proxy statement dated
               March 15, 1985, File No. 1-8676).

     5.1       Opinion of Michael J. Mocniak, Esq., as to the legality of
               the shares being registered.

     23.1      Consent of Ernst & Young LLP. 

     24.1      Power of Attorney (set forth on the signature page of this
               Registration Statement).


     ITEM 9.  UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers of sales are
     being made, a post-effective amendment to this Registration Statement:

              (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;




             (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement;

            (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act, each
     filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act that is incorporated by reference in
     the Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the initial bona
     fide offering thereto.

                             * * *

          (h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.


SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of




   the requirements for filing Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto duly
   authorized, in North Chicago, Illinois, on this nineteenth day of April,
   1999.

                                   FANSTEEL INC.

                                   By:/s/Gary L. Tessitore          
                                         Gary L. Tessitore
                                         Chairman of the Board,
                                         President and
                                         Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Gary L. Tessitore and Michael J.
   Mocniak, and each of them, his true and lawful attorneys-in-fact and
   agents, with full power of substitution and resubstitution, for him and
   in his name, place and stead, in any and all capacities, to sign any and
   all amendments to this Registration Statement, and to file the same with
   all exhibits thereto, and other documentation in connection therewith,
   with the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in and
   about the premises, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that
   said attorneys-in-fact and agents, or their substitute or substitutes,
   may lawfully do or cause to be done by virtue hereof.



     Pursuant to the requirements of the Securities Act, this Registration
   Statement and the foregoing Power of Attorney have been signed by the
   following persons in the capacities and on the date(s) indicated:



                Signature              Capacity              Date     

       /s/Gary L. Tessitore    Chairman of the Board,  April 19, 1999
          Gary L. Tessitore    President and Chief
                               Executive Officer and
                               a Director 

       /s/R. Michael McEntee   Vice President and      April 19, 1999
          R. Michael McEntee   Chief Financial
                               Officer (Principal
                               Accounting Officer)

       /s/E. P. Evans          Director                April 19, 1999
          E. P. Evans


       /s/R. S. Evans          Director                April 19, 1999
          R. S. Evans


       /s/T. M. Evans, Jr.     Director                April 19, 1999
          T. M. Evans, Jr.


       /s/P. J. Kalis          Director                April 19, 1999
          P. J. Kalis




       /s/J. S. Petrik         Director                April 19, 1999
          J. S. Petrik









                                              EXHIBIT INDEX



  EXHIBIT NO.                           DESCRIPTION

      4.1        Certificate of Incorporation of Fansteel Inc. (incorporated by
                 reference to Exhibit 3.1 to the Registrant's Form 10-K filed
                 March 31, 1993).

      4.2        By-laws of Fansteel Inc. (incorporated by reference to 
                 Annex II to the Registrant's annual proxy statement dated
                 March 15, 1985, File No. 1-8676).

      5.1        Opinion of Michael J. Mocniak, Esq., as to the legality of 
                 the shares being registered.

      23.1       Consent of Ernst & Young LLP.

      24.1       Power of Attorney (set forth on the signature page of this
                 Registration Statement).







Exhibit 5.1

April 16, 1999
Fansteel Inc.
Number One Tantalum Place
North Chicago, Illinois  60064

Ladies and Gentlemen:

     I have acted as counsel to Fansteel Inc., a Delaware corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 (the "Registration Statement").  The Registration Statement is to be filed
with the Securities and Exchange Commission and relates to the registration
under the Securities Act of 1933, as amended, of an aggregate of 800,000 shares
(the "Shares") of the Registrant's Common Stock, par value $2.50 per share, in
connection with the Fansteel Inc. 1998 Long-Term Incentive Plan (the "Plan").

     I am familiar with the Registration Statement and the Plan, and I have
examined the Registrant's Certificate of Incorporation and the Registrant's By-
Laws.  I have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as I
have deemed necessary or appropriate for the purpose of this opinion.

     Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized and reserved for issuance and, when issued pursuant to
the terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                   Yours truly,
                                   /s/ Michael J. Mocniak
                                   Michael J. Mocniak



Exhibit 23.1






                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on April 19, 1999) pertaining to the 1998 Long-Term Incentive Plan of
Fansteel Inc. of our report dated January 19, 1999 with respect to the
consolidated financial statements and schedules of Fansteel Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.


/s/ Ernst & Young LLP
Chicago, Illinois

April 19, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18077}]
{"company-data": {"conformed-name": "FANSTEEL INC", "cik": "0000034471", "assigned-sic": "3460", "irs-number": "361058780", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76573", "film-number": "99597119"}, "business-address": {"street1": "NUMBER ONE TANTALUM PL", "city": "NORTH CHICAGO", "state": "IL", "zip": "60064", "phone": "7086894900"}, "mail-address": {"street1": "ONE TANTALUM PLACE", "street2": "ONE TANTALUM PLACE", "city": "NORTH CHICAGO", "state": "IL", "zip": "60064"}, "former-company": {"former-conformed-name": "FANSTEEL METALLURGICAL CORP", "date-changed": "19731202"}}
Registration No. 333-_______               
_______________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   __________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                                  FANSTEEL INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                     36-1058780
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

NUMBER ONE TANTALUM PLACE
NORTH CHICAGO, ILLINOIS                                           60064
(Address of principal executive offices)                     (Zip Code)

                   FANSTEEL INC. 1998 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                            MICHAEL J. MOCNIAK, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  FANSTEEL INC.
                            NUMBER ONE TANTALUM PLACE
                          NORTH CHICAGO, ILLINOIS 60064
                     (Name and address of agent for service)

                                 (847) 689-4900
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                    PROPOSED       PROPOSED
       TITLE OF                     MAXIMUM        MAXIMUM
       SECURITIES                   OFFERING       AGGREGATE     AMOUNT OF
       TO BE          AMOUNT TO BE  PRICE PER      OFFERING      REGISTRATION
       REGISTERED      REGISTERED   SHARE          PRICE         FEE     

       COMMON STOCK,  300,000       $5.65625(1)     $1,696,875
       PAR VALUE      130,800       $9.1875(1)      $1,201,725
       $2.50          369,200       $5.0625(2)      $1,869,075    $519.60

(1) Based upon the exercise price of outstanding options to purchase shares of
the Registrant's Common Stock, pursuant to Rule 457(h).

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).  The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on April 12, 1999.
_______________________________________________________________________

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
   Exchange Commission (the "Commission") pursuant to the Securities Act of
   1933, as amended (the "Securities Act"), or the Securities Exchange Act of
   1934, as amended (the "Exchange Act"), are incorporated by reference into
   this Registration Statement:  (i) the Registrant's Annual Report on Form
   10-K for the fiscal year ended December 31, 1998; and (ii) the description
   of the Registrant's Common Stock contained in the Registrant's
   Registration Statement on Form 8-A, as the same may be amended.

     All documents subsequently filed by the Registrant with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
   the date of this Registration Statement, but prior to the filing of a
   post-effective amendment to this Registration Statement which indicates
   that all securities offered by this Registration Statement have been sold
   or which deregisters all such securities then remaining unsold, shall be
   deemed to be incorporated by reference into this Registration Statement. 
   Each document incorporated by reference into this Registration Statement
   shall be deemed to be a part of this Registration Statement from the date
   of filing of such document with the Commission until the information
   contained therein is superseded or updated by any subsequently filed
   document which is incorporated by reference into this Registration
   Statement or by any document which constitutes part of the prospectus
   relating to the Fansteel Inc. 1998 Long-Term Incentive Plan meeting the
   requirements of Section 10(a) of the Securities Act.

   ITEM 4.     DESCRIPTION OF SECURITIES.

     The Common Stock to be offered under this Registration Statement is
   registered under Section 12 of the Exchange Act.

   ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

   ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
   permits a corporation, in its certificate of incorporation, to limit or
   eliminate, subject to certain statutory limitations, the liability of
   directors to the corporation or its stockholders for monetary damages for
   breaches of fiduciary duty, except for liability (a) for any breach of
   the director's duty of loyalty to the corporation or its stockholders,
   (b) for acts or omissions not in good faith or which involve intentional
   misconduct or a knowing violation of law, (c) under Section 174 of the
   DGCL, or (d) for any transaction from which the director derived an
   improper personal benefit.  Article Ninth of the Registrant's Certificate
   of Incorporation provides that the personal liability of directors of the
   Registrant is eliminated to the fullest extent permitted by Section
   102(b)(7) of the DGCL.

     Under Section 145 of the DGCL, a corporation has the power to indemnify
   directors and officers under certain prescribed circumstances and subject
   to certain limitations against certain costs and expenses, including
   attorneys' fees actually and reasonably incurred in connection with any

   action, suit or proceeding, whether civil, criminal, administrative or
   investigative, to which any of them is a party by reason of his being a
   director or officer of the corporation if it is determined that he acted
   in accordance with the applicable standard of conduct set forth in such
   statutory provision.  Article XII of the Registrant's By-Laws provides
   that the Registrant will indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action, suit or proceeding by reason of the fact that he is or was a
   director, officer, employee or agent of the Registrant, or is or was
   serving at the request of the Registrant as a director, officer, employee
   or agent of another entity, against certain liabilities, costs and
   expenses.  Article XII further permits the Registrant to maintain
   insurance on behalf of any person who is or was a director, officer,
   employee or agent of the Registrant or is or was serving at the request
   of the Registrant as a director, officer, employee or agent of another
   entity against any liability asserted against such person and incurred by
   such person in any such capacity or arising out of his status as such,
   whether or not the Registrant would have the power to indemnify such
   person against such liability under the DGCL.  The Registrant maintains
   directors' and officers' liability insurance.

   ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.

   ITEM 8.     EXHIBITS.

     The following exhibits are filed herewith or incorporated by reference
   as part of this Registration Statement:

   EXHIBIT NO.                   DESCRIPTION

     4.1       Certificate of Incorporation of Fansteel Inc. (incorporated
               by reference to Exhibit 3.1 to the Registrant's Form 10-K
               filed March 31, 1993).

     4.2       By-laws of Fansteel Inc. (incorporated by reference to
               Annex II to the Registrant's annual proxy statement dated
               March 15, 1985, File No. 1-8676).

     5.1       Opinion of Michael J. Mocniak, Esq., as to the legality of
               the shares being registered.

     23.1      Consent of Ernst & Young LLP. 

     24.1      Power of Attorney (set forth on the signature page of this
               Registration Statement).

     ITEM 9.  UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers of sales are
     being made, a post-effective amendment to this Registration Statement:

              (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

             (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement;

            (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act, each
     filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act that is incorporated by reference in
     the Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the initial bona
     fide offering thereto.

                             * * *

          (h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of

   the requirements for filing Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto duly
   authorized, in North Chicago, Illinois, on this nineteenth day of April,
   1999.

                                   FANSTEEL INC.

                                   By:/s/Gary L. Tessitore          
                                         Gary L. Tessitore
                                         Chairman of the Board,
                                         President and
                                         Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Gary L. Tessitore and Michael J.
   Mocniak, and each of them, his true and lawful attorneys-in-fact and
   agents, with full power of substitution and resubstitution, for him and
   in his name, place and stead, in any and all capacities, to sign any and
   all amendments to this Registration Statement, and to file the same with
   all exhibits thereto, and other documentation in connection therewith,
   with the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in and
   about the premises, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that
   said attorneys-in-fact and agents, or their substitute or substitutes,
   may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
   Statement and the foregoing Power of Attorney have been signed by the
   following persons in the capacities and on the date(s) indicated:

                Signature              Capacity              Date     

       /s/Gary L. Tessitore    Chairman of the Board,  April 19, 1999
          Gary L. Tessitore    President and Chief
                               Executive Officer and
                               a Director 

       /s/R. Michael McEntee   Vice President and      April 19, 1999
          R. Michael McEntee   Chief Financial
                               Officer (Principal
                               Accounting Officer)

       /s/E. P. Evans          Director                April 19, 1999
          E. P. Evans

       /s/R. S. Evans          Director                April 19, 1999
          R. S. Evans

       /s/T. M. Evans, Jr.     Director                April 19, 1999
          T. M. Evans, Jr.

       /s/P. J. Kalis          Director                April 19, 1999
          P. J. Kalis

       /s/J. S. Petrik         Director                April 19, 1999
          J. S. Petrik

                                              EXHIBIT INDEX

  EXHIBIT NO.                           DESCRIPTION

      4.1        Certificate of Incorporation of Fansteel Inc. (incorporated by
                 reference to Exhibit 3.1 to the Registrant's Form 10-K filed
                 March 31, 1993).

      4.2        By-laws of Fansteel Inc. (incorporated by reference to 
                 Annex II to the Registrant's annual proxy statement dated
                 March 15, 1985, File No. 1-8676).

      5.1        Opinion of Michael J. Mocniak, Esq., as to the legality of 
                 the shares being registered.

      23.1       Consent of Ernst & Young LLP.

      24.1       Power of Attorney (set forth on the signature page of this
                 Registration Statement).

Exhibit 5.1

April 16, 1999
Fansteel Inc.
Number One Tantalum Place
North Chicago, Illinois  60064

Ladies and Gentlemen:

     I have acted as counsel to Fansteel Inc., a Delaware corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 (the "Registration Statement").  The Registration Statement is to be filed
with the Securities and Exchange Commission and relates to the registration
under the Securities Act of 1933, as amended, of an aggregate of 800,000 shares
(the "Shares") of the Registrant's Common Stock, par value $2.50 per share, in
connection with the Fansteel Inc. 1998 Long-Term Incentive Plan (the "Plan").

     I am familiar with the Registration Statement and the Plan, and I have
examined the Registrant's Certificate of Incorporation and the Registrant's By-
Laws.  I have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as I
have deemed necessary or appropriate for the purpose of this opinion.

     Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized and reserved for issuance and, when issued pursuant to
the terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                   Yours truly,
                                   /s/ Michael J. Mocniak
                                   Michael J. Mocniak

Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on April 19, 1999) pertaining to the 1998 Long-Term Incentive Plan of
Fansteel Inc. of our report dated January 19, 1999 with respect to the
consolidated financial statements and schedules of Fansteel Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP
Chicago, Illinois

April 19, 1999