EXHIBIT 8.1
    

   
                         [Letterhead of Quarles & Brady]


                                September 6, 1996
    

   
Interstate Forging Industries, Inc.
4051 North 27th Street
Milwaukee, WI  53216
    

   
Ladies and Gentlemen:
    

   
        You have requested our opinion regarding the discussion of the 
material U.S. federal income tax consequences set forth under the captions 
"SUMMARY -- The Proposed Merger -- Certain Federal Income Tax Consequences" 
and "THE PROPOSED MERGER -- Certain Federal Income Tax Consequences" in the 
Proxy Statement -- Prospectus (the "Proxy Statement -- Prospectus") which will 
be included in the Registration Statement on Form S-4 (the "Registration 
Statement") filed on the date hereof with the Securities and Exchange 
Commission (the "Commission") under the Securities Act of 1933, as amended 
(the "Securities Act").  The Proxy Statement -- Prospectus involves the 
proposed merger of Citation Forging Corporation, a wholly owned subsidiary of 
Citation Corporation, with and into Interstate Forging Industries, Inc.  
    

   
        In rendering this opinion, we have reviewed the Proxy Statement -- 
Prospectus and such other materials as we have deemed necessary or 
appropriate as a basis therefor.  In addition, we have considered the 
applicable provisions of the Internal Revenue Code of 1986, as amended, and 
treasury regulations thereunder, judicial decisions, rulings of the Internal 
Revenue Service, and such other authorities in effect on the date hereof as 
we have considered relevant, all of which are subject to change, possibly 
with retroactive effect.
    

   
        Based upon the foregoing, it is our opinion that the statements made 
under the captions "SUMMARY -- The Proposed Merger -- Certain Federal Income 
Tax Consequences" and "THE PROPOSED MERGER -- Certain Federal Income Tax 
Consequences" in the Proxy Statement -- Prospectus are correct in all material 
respects insofar as they may constitute matters of law or legal conclusions.  
There can be no assurance that contrary positions may not be asserted by the 
Internal Revenue Service.
    

   
        This opinion is being furnished in connection with the Proxy 
Statement -- Prospectus.  You may rely upon and refer to the foregoing opinion 
in the Proxy Statement -- Prospectus.  Any change  or modification in the 
facts from those set forth or assumed either herein or in the Proxy 
Statement -- Prospectus may affect the conclusion stated herein.
    

   
        This opinion is delivered in accordance with the requirements of 
Item 601(b)(8) of Regulation S-K under the Securities Act.  In accordance with 
the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, 
we hereby consent to the use of our name under the captions "SUMMARY -- The 
Proposed Merger -- Certain Federal Income Tax Consequences" and "THE PROPOSED 
MERGER -- Certain Federal Income Tax Consequences" in the Proxy Statement -- 
Prospectus and to the filing of this opinion as an Exhibit to the 
Registration Statement.  In giving this consent, we do not admit that we come 
within the category of persons whose consent is required under Section 7 of 
the Securities Act or the rules and regulations of the Commission thereunder.
    

   
                                       Very truly yours,

                                       QUARLES & BRADY
    


   
/kmw