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<SEC-DOCUMENT>0000006176-03-000009.txt : 20030815
<SEC-HEADER>0000006176-03-000009.hdr.sgml : 20030815
<ACCEPTANCE-DATETIME>20030814185956
ACCESSION NUMBER:		0000006176-03-000009
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030630
FILED AS OF DATE:		20030815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMPCO PITTSBURGH CORP
		CENTRAL INDEX KEY:			0000006176
		STANDARD INDUSTRIAL CLASSIFICATION:	PUMPS & PUMPING EQUIPMENT [3561]
		IRS NUMBER:				251117717
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00898
		FILM NUMBER:		03849222

	BUSINESS ADDRESS:	
		STREET 1:		600 GRANT ST STE 4600
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15219
		BUSINESS PHONE:		4124564400

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SCREW & BOLT CORP OF AMERICA
		DATE OF NAME CHANGE:	19710518
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>jjun2003q.txt
<DESCRIPTION>JUNE 30, 2003 10-Q
<TEXT>

                          FORM 1O-Q


             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549


      (Mark one)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION  13  or  15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended June 30, 2003

                              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 1-898.


                AMPCO-PITTSBURGH CORPORATION


Incorporated in Pennsylvania.
I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400


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 periods 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



On August 14, 2003, 9,632,497 common shares were
outstanding.





                            - 1 -



                AMPCO-PITTSBURGH CORPORATION

                            INDEX


                                                          Page No.


Part I - Financial Information:

           Item 1 - Consolidated Financial Statements

           Consolidated Balance Sheets -
             June 30, 2003 and December 31, 2002             3

           Consolidated Statements of Operations -
             Six Months Ended June 30, 2003 and 2002;
             Three Months Ended June 30, 2003 and 2002       4

           Condensed  Consolidated Statements of Cash Flows-
             Six Months Ended June 30, 2003 and 2002         5

           Notes to Consolidated Financial Statements        6

           Item 2 - Management's Discussion and Analysis
             of Financial Condition and Results of
             Operations                                     14

           Item 3 - Quantitative and Qualitative Disclosures
             About Market Risk                              17

           Item 4 - Controls and Procedures                 17

Part II -  Other Information:

              Item 1 - Legal Proceedings                    18

              Item 4 - Submission of Matters to a Vote of
                         Security Holders                   18

              Item 5 - Other Information                    18

              Item 6 - Exhibits and Reports on Form 8-K     18

           Signatures                                       20

           Exhibit Index                                    21

           Exhibits

             Exhibit 31.1
             Exhibit 31.2
             Exhibit 32.1
             Exhibit 32.2



                            - 2 -


               PART I - FINANCIAL INFORMATION
                AMPCO-PITTSBURGH CORPORATION
                 CONSOLIDATED BALANCE SHEETS
                         (UNAUDITED)

                                      June 30,       December 31,
                                        2003             2002

<TABLE>

<S>                                       <C>         <C>

Assets
Current assets:
Cash and cash equivalents            $ 26,323,223     $ 27,684,915
Receivables, less allowance for
 doubtful accounts of $1,670,021 in
 2003 and $1,552,534 in 2002           38,404,589       39,059,424
Inventories                            47,891,505       47,054,825
Other                                   9,574,659        6,685,124
     Total current assets             122,193,976      120,484,288

Property, plant and equipment, at cost:
  Land and land improvements            5,089,738        5,061,053
  Buildings                            29,363,425       29,317,286
  Machinery and equipment             147,293,416      144,888,313
                                      181,746,579      179,266,652
  Accumulated depreciation            (99,333,682)     (95,535,004)
    Net property, plant and equipment  82,412,897       83,731,648
Prepaid pensions                       23,839,261       23,039,261
Goodwill                                2,694,240        2,694,240
Other noncurrent assets                 5,077,737        5,100,065
                                     $236,218,111     $235,049,502

Liabilities and Shareholders' Equity
 Current liabilities:
  Accounts payable                   $ 11,552,237     $ 12,288,899
  Accrued payrolls and employee benefits8,721,328        8,413,650
  Other                                15,974,306       14,200,883
      Total current liabilities        36,247,871       34,903,432
 Employee benefit obligations          16,294,821       16,304,604
 Deferred income taxes                 20,652,597       19,825,065
 Industrial Revenue Bond debt          13,311,000       13,311,000
 Other noncurrent liabilities             746,365          684,995
      Total liabilities                87,252,654       85,029,096
Shareholders' equity:
Preference stock - no par value;
 authorized 3,000,000 shares: none
 issued                                       -                -
Common stock - par value $1; authorized
 20,000,000 shares; issued and
 outstanding 9,632,497 in 2003 and 2002 9,632,497        9,632,497
Additional paid-in capital            103,005,928      103,005,928
Retained earnings                      44,631,492       45,970,371
Accumulated other comprehensive loss   (8,304,460)     (8,588,390)
     Total shareholders' equity       148,965,457      150,020,406
                                     $236,218,111     $235,049,502
</TABLE>


       See Notes to Consolidated Financial Statements.


                            - 3 -


                AMPCO-PITTSBURGH CORPORATION
            CONSOLIDATED STATEMENTS OF OPERATIONS
                         (UNAUDITED)




<TABLE>

<S>                           <C>          <C>            <C>          <C>
                            Six Months Ended June 30,  Three Months Ended June 30,
                               2003        2002          2003         2002


Net sales                    $101,425,899 $112,222,548 $ 51,746,917 $ 57,524,192

Operating costs and expenses:
 Costs of products sold
   (excluding depreciation)    79,292,195   87,082,146   40,247,402   44,420,829
 Selling and administrative    16,112,757   15,252,334    8,259,642    7,703,090
 Depreciation                   4,000,033    4,098,013    1,998,512    2,045,967
  Loss on disposition of assets    13,500       26,268        4,850       57,321
    Total operating expenses   99,418,485  106,458,761   50,510,406   54,227,207

Income from operations          2,007,414    5,763,787    1,236,511    3,296,985

Other (expense) income:
  Interest expense               (163,323)    (182,460)     (69,906)    (110,976)
  Other - net                    (237,470)     242,770      (85,557)     447,466
                                 (400,793)      60,310     (155,463)     336,490

Income before income taxes      1,606,621    5,824,097    1,081,048    3,633,475
Income tax provision            1,019,000    2,505,000      690,000    1,533,000

Net income before cumulative
 effect of change in
 accounting for goodwill          587,621    3,319,097      391,048    2,100,475

Cumulative effect of change in
 accounting for goodwill, net of
 income taxes of $1,558,269             -   (2,893,931)           -            -

Net income                    $   587,621 $    425,166  $   391,048 $  2,100,475

Basic and diluted earnings
 per common share:

  Net income before cumulative
    effect of change in
    accounting for  goodwill  $      0.06 $       0.34  $      0.04 $        0.22

  Cumulative effect of change
    in accounting for goodwill$         - $      (0.30) $         - $           -

  Net income                  $      0.06 $       0.04  $      0.04 $        0.22

Cash dividends declared
 per share                    $      0.20 $       0.20  $      0.10 $        0.10

Weighted average number of
 common shares outstanding      9,632,497    9,616,396    9,632,497     9,623,812


</TABLE>


       See Notes to Consolidated Financial Statements.


                            - 4 -

                 AMPCO-PITTSBURGH CORPORATION
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (UNAUDITED)



                                        Six Months Ended June 30,
                                             2003          2002


<TABLE>

<S>                                          <C>       <C>


Net cash flows provided by operating
 activities                             $  2,955,192    $  6,872,545

Cash flows from investing activities:
  Purchases of property, plant and
   equipment                              (2,647,138)     (3,227,653)
  Proceeds from sale of assets                12,485       1,129,950

  Net cash flows (used in) investing
   activities                             (2,634,653)     (2,097,703)

Cash flows from financing activities:
   Proceeds from the issuance of
    common stock                                   -         238,925
  Dividends paid                          (1,926,500)     (1,921,779)

  Net cash flows (used in) financing
   activities                             (1,926,500)     (1,682,854)

Effect of exchange rate changes on cash
 and cash equivalents                        244,269         444,212

Net (decrease) increase in cash and
 cash equivalents                         (1,361,692)      3,536,200
Cash and cash equivalents at
 beginning of period                      27,684,915      13,514,299

Cash and cash equivalents at
 end of period                          $ 26,323,223    $ 17,050,499


Supplemental information:
 Income tax payments                    $    216,217    $    653,651
 Interest payments                      $    146,874    $    176,081



Noncash investing and financing activities - see Note 11.


</TABLE>






       See Notes to Consolidated Financial Statements.


                            - 5 -

                   AMPCO-PITTSBURGH CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Unaudited Consolidated Financial Statements

   The consolidated balance sheet as of June 30, 2003, the
   consolidated statements of operations for the six and three
   months ended June 30, 2003 and 2002 and the condensed
   consolidated statements of cash flows for the six months ended
   June 30, 2003 and 2002 have been prepared by Ampco-Pittsburgh
   Corporation (the Corporation) without audit. In the opinion of
   management, all adjustments, consisting of only normal recurring
   adjustments, necessary to present fairly the financial position,
   results of operations and cash flows for the periods presented
   have been made.

   Certain information and footnote disclosures normally included
   in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted.
   These consolidated financial statements should be read in
   conjunction with the consolidated financial statements and notes
   thereto incorporated by reference in the Corporation's annual
   report to shareholders on Form 10-K for the year ended December
   31, 2002.  The results of operations for the six and three
   months ended June 30, 2003 are not necessarily indicative of the
   operating results expected for the full year.

2. Restructuring

   In the third quarter of 2002, the Corporation made permanent
   reductions in manning levels at several of its operations and
   initiated the closure of its leased Plastics Processing
   Machinery facility in South Carolina.  An initial restructuring
   provision of $1,337,000 for costs associated with these efforts
   was recorded and as of December 31, 2002, approximately $167,000
   remained outstanding.  Restructuring activity for 2003 was as
   follows:

                                     (in thousands)
                          December 31,            June 30,
                              2002       Paid       2003

   Employee costs            $   157  $  ( 88)  $   69
   Costs associated with
     closure of leased facility   10       (7)       3
                             $   167  $   (95)  $   72

   The restructuring reserve as of June 30, 2003 represents
   primarily remaining severance and insurance costs to be paid
   during the remainder of 2003.

3. Goodwill

   Effective January 1, 2002, the Corporation adopted the
   provisions of Statement of Financial Accounting Standard (SFAS)
   No. 142, "Goodwill and Other Intangible Assets" resulting in an
   after-tax write off of



                               - 6 -



   goodwill amounting to $2,894,000 in the first quarter of 2002.
   There have been no subsequent changes in the carrying amount of
   goodwill.  Remaining goodwill relates to the Air and Liquid
   Processing segment and approximates $2,694,000.

4. Inventories

   At June 30, 2003 and December 31, 2002, approximately 69% and
   70%, respectively, of the inventories were valued on the LIFO
   method, with the remaining inventories being valued on the FIFO
   method.  Inventories were comprised of the following:

                                    (in thousands)
                            June 30,        December 31,
                              2003             2002

   Raw materials           $13,102         $12,807
   Work-in-process          21,624          23,216
   Finished goods            7,947           5,943
   Supplies                  5,219           5,089
                           $47,892         $47,055

5. Other Current Liabilities

   Other current liabilities were comprised of the following:

                                  (in thousands)
                            June 30,       December 31,
                              2003             2002

   Customer-related        $ 6,937         $ 6,298
   Other                     9,037           7,903
                           $15,974         $14,201

6. Comprehensive Income

   The Corporation's comprehensive income for the six and three
   months ended June 30, 2003 and 2002 consisted of:

                                              (in thousands)
                                        Six Months      Three Months
                                       Ended June 30,   Ended June 30,
                                       2003     2002    2003     2002

   Net income                          $ 588   $  425  $  391  $2,100
   Foreign currency translation          551    1,404     767   1,871
   Minimum pension liability               -       -       (7)      -
   Unrealized holding gains (losses)
    on marketable securities              26     (135)    119    (292)
   Change in fair value of derivatives  (293)      32    (190)   (152)
   Comprehensive income                $ 872   $1,726  $1,080  $3,527

7. Foreign Exchange

   Certain of the Corporation's operations are subject to risk from
   exchange rate fluctuations in connection with sales in foreign
   currencies.  To minimize this risk, forward foreign exchange
   contracts

                               - 7 -

   are purchased which are designated as fair value hedges or cash
   flow hedges.  As of June 30, 2003, approximately $22,800,000 of
   anticipated foreign denominated sales have been hedged with the
   underlying contracts settling at various dates beginning in
   2003 through 2006.  As of June 30, 2003, the fair value of
   contracts expected to settle within the next 12 months, which
   is recorded in other current liabilities, approximated
   $1,312,000 and the fair value of the remaining contracts, which
   is recorded in other noncurrent liabilities, approximated
   $524,000.  The change in the fair value of the contracts
   designated as cash flow hedges is recorded as a component of
   accumulated other comprehensive loss and approximated
   $(872,000), net of taxes, as of June 30, 2003.  The change in
   fair value will be reclassified into earnings when the
   projected sales occur with approximately $(691,000), net of
   taxes, expected to be released to earnings within the next 12
   months.

   Gains (losses) on foreign exchange transactions approximated
   $(245,000) and $251,000 for the six months ended June 30, 2003
   and 2002 respectively and $(81,000) and $448,000 for the three
   months ended June 30, 2003 and 2002 respectively.

   In addition, one of the Corporation's subsidiaries is subject
   to risk from increases in the price of a commodity used in the
   production of inventory.  To minimize this risk, futures
   contracts are entered into which are designated as cash flow
   hedges.  At June 30, 2003, approximately 100% or $1,642,000 of
   anticipated commodity purchases over the next 12 months are
   hedged.  The fair value of the contracts expected to be settled
   within the next 12 months approximated $15,000 and the fair
   value of the remaining contracts approximated $(5,000) as of
   June 30, 2003.  The change in the fair value of the contracts
   designated as cash flow hedges is recorded as a component of
   accumulated other comprehensive loss and approximated $6,000,
   net of taxes, as of June 30, 2003.  The change in the fair
   value will be reclassified into earnings when the projected
   sales occur with approximately $9,000, net of taxes, expected
   to be released to earnings within the next 12 months.

8. Earnings Per Share

   Basic earnings per share are computed by dividing net income
   before cumulative effect of change in accounting for goodwill,
   cumulative effect of change in accounting for goodwill, and net
   income by the weighted average number of common shares
   outstanding for the period.  The weighted average number of
   common shares outstanding for the six and three months ended
   June 30, 2003 equaled 9,632,497 shares and for the six and three
   months ended June 30, 2002 equaled 9,616,396 and 9,623,812,
   respectively.

   The computation of diluted earnings per share is similar to
   basic earnings per share except that the denominator is
   increased to include the dilutive effect of the net additional
   common shares that would have been outstanding assuming exercise
   of outstanding stock options, calculated using the treasury
   stock method.  The weighted average number of common shares
   outstanding assuming exercise of the stock options was 9,698,501
   and 9,706,863 shares for the six and three months ended June 30,
   2003, respectively, and 9,647,139 and 9,664,956 shares for the
   six and three months ended June 30, 2002, respectively.

                               - 8 -

9. Business Segments

   Presented below are the net sales and income (loss) before taxes
   for the Corporation's three business segments.  In the fourth
   quarter 2002, the Corporation began evaluating the performance
   of its segments based solely on income from operations without
   an allocation of corporate expenses to give it the ability to
   focus on actual operating performance for each of the segments.
   Prior year information has been restated to conform to the 2003
   presentation.

                                      (in thousands)
                             Six Months Ended    Three Months Ended
                                  June 30,            June 30,
                             2003        2002       2003     2002
<TABLE>

<S>                           <C>      <C>       <C>       <C>

   Net Sales:
     Forged and Cast Rolls $ 52,388 $ 49,923   $ 27,590  $ 25,374
     Air and Liquid
      Processing             36,637   49,623     17,905    25,553
     Plastics Processing
      Machinery              12,401   12,677      6,252     6,597
        Total Reportable
         Segments          $101,426 $112,223   $ 51,747  $ 57,524

   Income (loss) before taxes:
     Forged and Cast Rolls $  2,797 $  1,876   $  1,840  $  1,202
     Air and Liquid
      Processing              1,863    6,691        835     3,492
     Plastics Processing
      Machinery                (189)    (391)      (270)     (200)
        Total Reportable
         Segments             4,471    8,176      2,405     4,494
     Other expense, including
       corporate costs - net (2,864) (2,352)    (1,324)     (861)

       Total               $  1,607 $  5,824   $  1,081  $  3,633


</TABLE>


10. Investment in Joint Venture

   Effective January 2003, the U.K. cast roll operation entered
   into an agreement to sell technical know-how to a newly created
   joint venture in China.  In addition to cash proceeds, the U.K.
   operations received an interest in the joint venture, the value
   of which is not material.

11. Divestiture

   In June 2002, the Corporation sold the net assets, excluding
   primarily trade receivables and payables, of its small metals
   forging business in England for approximately its net book
   value or $1,308,000.  A portion of the proceeds plus interest
   were payable subsequent to the sale, all of which has since
   been collected.

12. Litigation and Environmental Matters

   The Corporation and its subsidiaries are involved in various
   claims and lawsuits incidental to their businesses. In
   addition, claims have been asserted alleging personal injury
   from exposure to asbestos-

                               - 9 -


   containing components historically used in some products of
   certain of the Corporation's subsidiaries. As of June 30, 2003,
   those subsidiaries, and in some cases, the Corporation, were
   defendants (among a number of defendants, typically over 50 and
   often over 100) in cases filed in various state and federal
   courts involving approximately 25,600 claimants. Most of the
   claims were made in a small number of lawsuits filed in
   Mississippi in 2002 and 2003. The filings do not typically
   identify specific products as a source of asbestos exposure.
   The Corporation's agreed gross settlement costs, including
   defense costs, in the second quarter of 2003 were approximately
   $553,000 and for the year to date of $903,000, substantially
   all of which was paid by insurance. Fifty-five cases, involving
   105 claimants, have been settled in the second quarter of 2003
   without any payment bringing the total for the year to date to
   sixty-nine cases, involving 119 claimants, being settled
   without any payment.

   On February 7, 2003, Utica Mutual Insurance Company ("Utica")
   filed a lawsuit in the Supreme Court of the State of New York,
   County of Oneida ("Oneida County Litigation") against the
   Corporation and certain of the subsidiaries named in the
   underlying asbestos action (the "Policyholder Defendants") and
   three other insurance carriers that provided primary coverage
   to the Corporation (the "Insurer Defendants").  In the lawsuit,
   Utica disputes certain coverage obligations to the Policyholder
   Defendants and asserts that the Insurer Defendants also have
   defense and indemnity obligations to the Policyholder
   Defendants.  The lawsuit seeks a declaratory judgment and
   recoupment of amounts already paid.  The Policyholder
   Defendants answered Utica's complaint, denying that Utica was
   entitled to the relief it requested against them, and asserting
   counterclaims against Utica.

   As of June 27, 2003, the Policyholder Defendants and Utica
   entered into a Defense and Indemnity Agreement with Respect to
   Asbestos-Related Bodily Injury Claims ("Coverage Agreement")
   settling most of the issues raised in the Oneida County
   Litigation.  Under the Coverage Agreement, Utica has accepted
   financial responsibility, subject to the limits of its policies
   and based on fixed defense percentages and specified indemnity
   allocation formulas, for a substantial majority of the asbestos
   personal injury claims arising out of exposure to alleged
   asbestos-containing components in products distributed by the
   Policyholder Defendants.  Utica's agreed share of such defense
   and indemnification costs varies depending upon the alleged
   asbestos-containing product at issue and whether Utica primary
   or umbrella policies are responsible for the claims and, for
   indemnification costs only, the years of the claimant's
   exposure to asbestos.

   Under the Agreement, Utica and the Policyholder Defendants will
   continue to litigate the effect, if any, of an exclusion
   addressing products liability with respect to sales to the
   United States government contained in certain primary Utica
   policies.  Utica has agreed, however, that any claims precluded
   from coverage under the

                              - 10 -


   primary policies containing the exclusion will be covered under
   the umbrella policies issued by Utica.  Under certain of the
   umbrella policies, defense costs expended on covered claims
   will erode the policy limits, in contrast to the primary
   policies where only indemnity costs erode the policy limits.

   Also under the Agreement, Utica has agreed to front, for a
   period of one year, all defense and indemnification costs for
   the covered claims, subject to a right of recovery from the
   relevant subsidiaries, under specified conditions, if the
   Insurer Defendants ultimately do not participate in the funding
   of such costs.  No settlement has been reached by Utica with
   the Insurer Defendants.

   Based on the Corporation's claims experience to date, insurance
   coverage and the identity of the subsidiaries that are named in
   the cases, the Corporation believes that the pending legal
   proceedings will not have a material adverse effect on its
   consolidated financial condition or liquidity. The outcome of
   any of the particular lawsuits, however, could be material to
   the consolidated results of operations of the period in which
   the costs, if any, are recognized.

   There can be no assurance that the Corporation or certain of
   its subsidiaries will not be subjected to significant
   additional claims in the future or that the Corporation's or
   its subsidiaries' ultimate liability with respect to these
   claims will not present significantly greater and longer
   lasting financial exposure than presently contemplated.
   Although it is probable that future costs will be incurred, the
   amounts cannot reasonably be estimated. Accordingly, the
   Corporation has not made an accrual for such costs in its
   financial statements. In addition, the Corporation has retained
   a law firm to advise it on all matters pertaining to these
   asbestos cases including insurance issues.  As a result,
   together with costs related to the Oneida County Litigation,
   the Corporation incurred uninsured legal costs approximating
   $670,000 in the second quarter and $1,270,000 year to date.
   The Corporation expects the level of these expenses to reduce
   towards year end but are likely to aggregate in excess of $1.8
   million for 2003.

   With respect to environmental matters, the Corporation is
   currently performing certain remedial actions in connection
   with the sale of real estate previously owned and has been
   named a Potentially Responsible Party at one third-party
   landfill site used by a division which was previously sold. In
   addition, as a result of a potential sale of the Plastics
   Processing Machinery segment (see Note 14), subsurface
   environmental testing commenced in July 2003 and is still
   ongoing at the New Castle Industries group operations.  The
   Corporation has ascertained that remediation is required at two
   of its Pennsylvania locations.  The investigation into
   remediation is still in progress; accordingly, an amount cannot
   be reasonably estimated.  Environmental exposures are difficult
   to assess and estimate for numerous reasons including lack of
   reliable data, the


                              - 11 -


   multiplicity of possible solutions, the years of remedial and
   monitoring activity required, and identification of new sites.
   In the opinion of management, although the potential liability
   for all environmental proceedings, based on information known
   to date and the estimated quantities of waste at these sites,
   will not have a material adverse effect on the overall
   financial condition or liquidity of the Corporation, it may,
   however, be material to the results of operations in the
   quarter it is recorded.

   13. Recently Issued Accounting Pronouncements

   In January 2003, the FASB issued Interpretation No. 46,
   "Consolidation of Variable Interest Entities" (FIN 46) and
   continues to issue interpretive guidance.  FIN 46 is effective
   July 1, 2003 for the Corporation and requires existing
   unconsolidated variable interest entities to be consolidated by
   their primary beneficiary if the entities do not effectively
   disperse risks among the various parties involved.  The
   Corporation is currently evaluating the impact FIN 46 will have
   on the accounting of its interest in the China joint venture.

   In April 2003, SFAS No. 149, "Amendment of Statement 133 on
   Derivative Instruments and Hedging Activities" was issued
   codifying decisions previously made by the Derivatives
   Implementation Group and in connection with other Financial
   Accounting Standards Board (FASB) projects relating to
   financial instruments.  SFAS No. 149 is effective for contracts
   entered into or modified after June 30, 2003 and is not
   expected to have a significant impact on the financial
   condition and results of operations of the Corporation.

   In May 2003, SFAS No. 150, "Accounting for Certain Financial
   Instruments with Characteristics of both Liabilities and
   Equity" was issued which establishes standards for classifying
   and measuring certain financial instruments with
   characteristics of both liabilities and equity.  SFAS No. 150
   is effective for the Corporation July 1, 2003 and is not
   expected to have a significant impact on the financial
   condition and results of operations of the Corporation.

14. Subsequent Event

   The plastics industry is in its third year of poor demand and
   low levels of capital investment.  The outlook continues to be
   uncertain. Accordingly, subsequent to June 30, 2003, the
   Corporation accepted an offer to purchase the stock of the New
   Castle Industries, Inc. group of companies constituting the
   Plastics Processing Machinery segment for approximately
   $17,000,000 resulting in a loss of approximately $2,000,000.
   In addition, the Corporation will incur additional costs for
   environmental remediation (see Note 12) and a loss of
   approximately $500,000 to $1,000,000 primarily for settlement
   of existing pension obligations.  The transaction is expected
   to close on August 15, 2003 and will be accounted for as a
   discontinued


                              - 12 -


   operation in the third quarter of 2003.  Of the proceeds,
   $15,600,000 will be paid in cash and cash equivalents with the
   remainder in the form of a promissory note due no later than
   second quarter 2006 with interest at the prime rate, payable
   quarterly.  As of June 30, 2003, assets for the segment
   approximated $24,000,000 and liabilities approximated
   $5,000,000.
















                              - 13 -


         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Operations for the Six and Three Months Ended June 30, 2003 and 2002

Net Sales.  Net sales for the six and three months ended June 30,
2003 were $101,426,000 and $51,747,000, respectively, compared to
$112,223,000 and $57,524,000 for the same periods of 2002.  A
discussion of year-to-date and second quarter sales for the
Corporation's three segments is included below.  Order backlogs
approximated $105,794,000 at June 30, 2003 in comparison to
$106,088,000 at December 31, 2002.  The slight decrease is due
primarily to a decline in backlog for the Air and Liquid Processing
segment offset by an improvement in backlog for the Forged and Cast
Rolls segment.

Costs of Products Sold.  Costs of products sold, excluding
depreciation, were at 78.2% and 77.6% of net sales for the six
months ended June 30, 2003 and 2002, respectively, and 77.8% and
77.2% of net sales for the three months ended June 30, 2003 and
2002, respectively.  The increase is due to product mix as well as
higher raw material and natural gas costs particularly for the
Forged and Cast Rolls segment.

Selling and Administrative.  The increase in selling and
administrative expenses for the six and three months ended June 30,
2003 against the same periods of the prior year is primarily
attributable to legal costs of $1,273,000 and $669,000,
respectively, for case management and insurance recovery relating
to lawsuits filed in connection with asbestos-containing products
manufactured decades ago.  See further discussion in the Air and
Liquid Processing paragraph below.

Income from Operations.  Income from operations for the six and
three months ended June 30, 2003 approximated $2,007,000 and
$1,237,000, respectively, in comparison to $5,764,000 and
$3,297,000 for the same periods of the prior year.  A discussion of
year-to-date and second quarter results for the Corporation's three
segments is included below.

Forged and Cast Rolls.  Sales and operating income for the six and
three months ended June 30, 2003 were better than the comparable
prior year periods.  Strong bookings and backlog contributed
significantly to the increase in sales including an improvement in
the level of export sales byfor the U.S. operations.  The expected
contribution to domestic operating income was offset by additional
commission and freight expenses due to the larger content of
foreign sales as well as higher natural gas and raw material costs.
For the U.K. operations, depressed pricing and increases in raw
material and other costs reduced the benefit arising from the third
quarter 2002 restructuring and income from the sale of technical
know-how of approximately $1,000,000 year to date.  Backlog of
orders for both the U.S. and U.K. operations has increased from a
year ago, reflective of the improvement of export sales.

Air and Liquid Processing.  This segment continues to be affected
by the nationwide reduction in industrial, construction and capital
spending.  The extraordinarily high demand for power generation
equipment products over the last several years has fallen to the
lowest level since 1997.  Specifically, sales for the six and three
months ended June 30, 2003,


                              - 14 -


decreased 26% and 30% to $36,637,000 and $17,905,000, respectively,
against the comparable prior year periods while operating income
decreased over 70% for the same periods.  The segment was also
impacted by legal costs incurred for case management and insurance
recovery relating to lawsuits filed in connection with asbestos-
containing products manufactured decades ago.  Such costs
approximated $1,188,000 and $651,000 for the year to date and the
quarter, respectively, but are expected to reduce towards year end.
Backlog of orders has declined significantly from a year ago on
lower demand.

Plastics Processing Machinery.  Sales and operating results for the
six and three-month periods ended June 30, 2003 and 2002 were
comparable. Operating results in the first half of 2003 improved
slightly on a lower cost structure arising from the restructuring
undertaken in the third quarter 2002.  Backlog of orders
approximates the same level as of a year ago.

Other (Expense) Income.  Other expense for the six and three months
ended June 30, 2003 approximated $401,000 and $155,000,
respectively, in comparison to other income of $60,000 and $336,000
for the six and three months ended in 2002, respectively.  The
change is due primarily to losses on foreign exchange transactions
in 2003 versus gains earned in 2002.

Income Taxes.  The effective tax rate for the six months ended June
30, 2003 approximated 63.4% in comparison to 43.0% for the
comparable prior year period and 63.8% for the three months ended
June 30, 2003 against 42.2% for the three months ended June 30,
2002.  The increase is due primarily to a lower tax benefit for
operating losses generated in the U.K., reduced export sales tax
benefit, and the effect of state income taxes.

Cumulative Effect of Accounting Change.  Effective January 1, 2002,
the Corporation adopted the provisions of Statement of Financial
Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets" resulting in an after-tax write off of goodwill amounting
to $2,894,000 in the first quarter of 2002.

Net Income.  As a result of all of the above, the Corporation had
net income for the six and three months ended June 30, 2003 of
$588,000 and $391,000, respectively, in comparison to $425,000 and
$2,100,000 for the six and three months ended June 30, 2002,
respectively.

Liquidity and Capital Resources

Net cash flows provided by operating activities amounted to
$2,955,000 for the six months ended June 30, 2003 in comparison to
$6,873,000 for the six months ended June 30, 2002.  The decrease is
due primarily to lower earnings.

Net cash flows used in investing activities approximated $2,635,000
and $2,098,000 for the six months ended June 30, 2003 and 2002,
respectively. Capital expenditures for 2003 amounted to $2,647,000
in comparison to $3,228,000 for 2002.  As of June 30, 2003, future
capital expenditures totaling $4,574,000 have been approved.  Funds
on-hand, funds generated by future operations and available lines
of credit are expected to be


                              - 15 -

sufficient to finance capital expenditure requirements.  In June
2002, the Corporation sold the net assets, excluding primarily
trade receivables and payables, of its small metals forging
business in England for approximately its net book value or
$1,308,000.  A portion of the proceeds in the form of a note were
payable subsequent to the sale, all of which has since been
collected. The Corporation continues to evaluate potential
acquisitions and/or disposals of existing businesses and on August
15, 2003 expects to sell the stock of the New Castle Industries
group of companies (see Note 14 to the consolidated financial
statements).

Net cash flows used in financing activities were $1,927,000 for
2003 and $1,683,000 for 2002 relating primarily to payment of
quarterly dividends at a rate of $0.10 per share per quarter.  In
addition, proceeds were received in 2002 from the issuance of stock
under the Corporation's stock option plan.

The Corporation maintains short-term lines of credit in excess of
the cash needs of its businesses.  The total available at June 30,
2003 was approximately $8,000,000.

Litigation and Environmental Matters

See Note 12 to the consolidated financial statements.

Recently Issued Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46) and
continues to issue interpretive guidance.  FIN 46 is effective July
1, 2003 for the Corporation and requires existing unconsolidated
variable interest entities to be consolidated by their primary
beneficiary if the entities do not effectively disperse risks among
the various parties involved.  The Corporation is currently
evaluating the impact FIN 46 will have on the accounting of its
interest in the China joint venture.

In April 2003, SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" was issued codifying
decisions previously made by the Derivatives Implementation Group
and in connection with other Financial Accounting Standards Board
(FASB) projects relating to financial instruments.  SFAS No. 149 is
effective for contracts entered into or modified after June 30,
2003 and is not expected to have a significant impact on the
financial condition and results of operations of the Corporation.

In May 2003, SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity"
was issued which establishes standards for classifying and
measuring certain financial instruments with characteristics of
both liabilities and equity.  SFAS No. 150 is effective for the
Corporation July 1, 2003 and is not expected to have a significant
impact on the financial condition and results of operations of the
Corporation.



                              - 16 -

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf of
the Corporation.  Management's Discussion and Analysis and other
sections of the Form 10-Q contain forward-looking statements that
reflect the Corporation's current views with respect to future
events and financial performance.

Forward-looking statements are identified by the use of the words
"believe," "expect," "anticipate," "estimate," "projects,"
"forecasts" and other expressions that indicate future events and
trends.  Forward-looking statements speak only as of the date on
which such statements are made, are not guarantees of future
performance or expectations and involve risks and uncertainties.
In addition, there may be events in the future that the Corporation
is not able to accurately predict or control which may cause actual
results to differ materially from expectations expressed or implied
by forward-looking statements. The Corporation undertakes no
obligation to update any forward-looking statement, whether as a
result of new information, events or otherwise.  These forward-
looking statements shall not be deemed incorporated by reference by
any general statement incorporating by reference this Form 10-Q
into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 and shall not otherwise be deemed filed under
such Acts.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Corporation's exposure to
market risk from December 31, 2002.

                 ITEM 4 - CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures. As of the end of the period
covered by this Form 10-Q, the Corporation evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures. Disclosure controls and procedures are the
controls and other procedures designed to ensure that the
information required to be disclosed in reports filed with or
submitted to the SEC are recorded, processed, summarized and
reported in a timely manner.  Robert A. Paul, Chief Executive
Officer, and Marliss D. Johnson, Vice President, Controller and
Treasurer, reviewed and participated in this evaluation. Based on
this evaluation, Messrs. Paul and Johnson concluded that, as of the
end of the period covered by this Form 10-Q, the Corporation's
disclosure controls were effective.

(b) Internal controls over financial reporting. Since the date of
the evaluation described above, there have not been any significant
changes in the Corporation's internal controls over financial
reporting or in other factors that could significantly affect those
controls.







                              - 17 -

                    PART II - OTHER INFORMATION
                   AMPCO-PITTSBURGH CORPORATION


Item 1     Legal Proceedings

           The information contained in Note 12 to the consolidated
           financial statements (Litigation and Environmental Matters)
           is incorporated herein by reference.

Items 2-3  None

Item 4     Submission of Matters to a Vote of Security Holders

           On April 22, 2003 at the annual meeting of shareholders,
           William D. Eberle, Paul A. Gould and Robert A. Paul were
           elected directors of the Corporation by the following
           votes:

                                       For      Withheld

        William D. Eberle            9,065,460    64,833

        Paul A. Gould                9,089,360    40,933

        Robert A. Paul               9,083,345    46,948


Item 5  Other Information

        The Corporation's chief executive officer and chief
        financial officer have provided the certifications with
        respect to the Form 10-Q that are required by Sections 302
        and 906 of the Sarbanes-Oxley Act of 2002.  These
        certifications have been filed as Exhibits 31.1 and 31.2
        and Exhibits 32.1 and 32.2, respectively.

Item 6  Exhibits and Reports on Form 8-K

     (a)   Exhibits

        3. Articles of Incorporation and By-laws

            (a)  Articles of Incorporation

                 Incorporated by reference to the Quarterly Reports
                 on Form 10-Q for the quarters ended March 31, 1983,
                 March 31, 1984, March 31, 1985, March 31, 1987 and
                 September 30, 1998.

            (b)    By-laws

                Incorporated by reference to the Quarterly Reports
                on Form 10-Q for the quarters ended March 31, 1996
                and June 30, 2001.





                              - 18 -

        4.  Instruments defining the rights of securities holders

             (a) Rights Agreement between Ampco-Pittsburgh Corporation
                 and Chase Mellon Shareholder Services dated as of
                 September 28, 1998.


                 Incorporated by reference to the Form 8-K Current
                 Report dated September 28, 1998.

        10. Material Contracts

            (a)  1988 Supplemental Executive Retirement Plan

                 Incorporated by reference to the Quarterly Report
                 on Form 10-Q for the quarter ended March 31, 1996.

            (b)  Severance Agreements between Ampco-Pittsburgh Corporation
                 and certain officers and employees of Ampco-
                 Pittsburgh Corporation.

                 Incorporated by reference to the Quarterly Report
                 on Form 10-Q for the quarter ended September 30,
                 1988; the Quarterly Report on Form 10-Q for the
                 quarter ended September 30, 1994; the Annual
                 Report on Form 10-K for fiscal year ended December
                 31, 1994; the Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997; the Annual Report on
                 Form 10-K for the fiscal year ended December 31,
                 1998; and the Quarterly Report on Form 10-Q for
                 the quarter ended June 30, 1999.

            (c)  1997 Stock Option Plan, as amended.

                 Incorporated by reference to the Proxy Statements
                 dated March 14, 1997 and March 15, 2000.

        31.  Rule 13a-14(a)/15d-14(a) Certifications

                 (1)  Certification of Chief Executive Officer
                      pursuant to Section 302 of the Sarbanes-Oxley Act
                      of 2002

                 (2) Certification of Vice President, Controller and Treasurer
                     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

        32. Section 1350 Certifications

             (1)  Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

             (2)  Certification of Vice President, Controller and Treasurer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K

         Dated July 22, 2003 announcing the Corporation's results
         for the six and three months ended June 30, 2003.

                              - 19 -



                            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 thereunto duly authorized.





                                 AMPCO-PITTSBURGH CORPORATION




DATE:  August 14, 2003           BY:  s/Robert A. Paul
                                      Robert A. Paul
                                      President and
                                        Chief Executive Officer




DATE:  August 14, 2003           BY:  s/Marliss D. Johnson
                                      Marliss D. Johnson
                                      Vice President
                                        Controller and Treasurer




















                              - 20 -


                   AMPCO-PITTSBURGH CORPORATION

                           EXHIBIT INDEX





Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications

             (1)  Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

             (2)  Certification of Vice President, Controller and Treasurer
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 - Section 1350 Certifications

             (1)  Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

             (2)  Certification of Vice President, Controller and Treasurer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

























                              - 21 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exh31-1.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>
                                                       Exhibit 31.1

                   AMPCO-PITTSBURGH CORPORATION

I, Robert A. Paul certify that:

  I have reviewed this Form 10-Q of Ampco Pittsburgh Corporation;

  Based on my knowledge, this report does not contain any untrue
  statement of a material fact or omit to state a material fact
  necessary to make the statements made, in light of the
  circumstances under which such statements were made, not
  misleading with respect to the period covered by this report;

  Based on my knowledge, the financial statements, and other
  financial information included in this report, fairly present in
  all material respects the financial condition, results of
  operations and cash flows of the registrant as of, and for, the
  periods presented in this report;

  The registrant's other certifying officer(s) and I are
  responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a-15(e) and
  15d-15(e)) and have:

     (a) Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be designed
     under our supervision, to ensure that material information
     relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report
     is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls
     and procedures, as of the end of the period covered by this
     report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred during
     the registrant's most recent fiscal quarter that has
     materially affected, or is reasonably likely to materially
     affect, the registrant's internal control over financial
     reporting; and

  The registrant's other certifying officer(s) and I have
  disclosed, based on our most recent evaluation of internal
  control over financial reporting, to the registrant's auditors
  and the audit committee of the registrant's board of directors
  (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in
     the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect the
     registrant's ability to record, process, summarize and report
     financial information; and

     (b) Any fraud, whether or not material, that involves
     management or other employees who have a significant role in
     the registrant's internal control over financial reporting.


s/Robert A. Paul
Robert A. Paul,
Chief Executive Officer
August 14, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>exh31-2.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>
                                                       Exhibit 31.2


                   AMPCO-PITTSBURGH CORPORATION

I, Marliss D. Johnson certify that:

  I have reviewed this Form 10-Q of Ampco Pittsburgh Corporation;

  Based on my knowledge, this report does not contain any untrue
  statement of a material fact or omit to state a material fact
  necessary to make the statements made, in light of the
  circumstances under which such statements were made, not
  misleading with respect to the period covered by this report;

  Based on my knowledge, the financial statements, and other
  financial information included in this report, fairly present in
  all material respects the financial condition, results of
  operations and cash flows of the registrant as of, and for, the
  periods presented in this report;

  The registrant's other certifying officer(s) and I are
  responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a-15(e) and
  15d-15(e)) and have:

     (a) Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be designed
     under our supervision, to ensure that material information
     relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report
     is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls
     and procedures, as of the end of the period covered by this
     report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred during
     the registrant's most recent fiscal quarter that has
     materially affected, or is reasonably likely to materially
     affect, the registrant's internal control over financial
     reporting; and

  The registrant's other certifying officer(s) and I have
  disclosed, based on our most recent evaluation of internal
  control over financial reporting, to the registrant's auditors
  and the audit committee of the registrant's board of directors
  (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in
     the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect the
     registrant's ability to record, process, summarize and report
     financial information; and

     (b) Any fraud, whether or not material, that involves
     management or other employees who have a significant role in
     the registrant's internal control over financial reporting.

s/Marliss D. Johnson
Marliss D. Johnson,
Vice President, Controller, Treasurer
August 14, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>exh32-1.txt
<DESCRIPTION>SEC. 906 CERTIFICATION OF CEO
<TEXT>
                                                Exhibit 32.1



                AMPCO-PITTSBURGH CORPORATION

                  CERTIFICATION PURSUANT TO
                   18 U.S.C. SECTION 1350,
                   AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ampco-Pittsburgh
Corporation (the "Corporation") on Form 10-Q for the period
ending June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,
Robert A. Paul, Chief Executive Officer of the Corporation,
certify to my knowledge, pursuant to 18 U.S.C. Section 1350
(including subsections (a) (b) and (c) thereof), as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Corporation.







s/Robert A. Paul
Robert A. Paul
Chief Executive Officer
August 14, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>exh32-2.txt
<DESCRIPTION>SEC. 906 CERTIFICATION OF CFO
<TEXT>
                                                       Exhibit 32.2

                   AMPCO-PITTSBURGH CORPORATION

                     CERTIFICATION PURSUANT TO
                      18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Ampco-Pittsburgh
Corporation (the "Corporation") on Form 10-Q for the period ending
June 30, 2003 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Marliss D. Johnson, Vice
President, Controller and Treasurer of the Corporation, certify to
my knowledge, pursuant to 18 U.S.C. Section 1350 (including
subsections (a) (b) and (c) thereof), as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Corporation.







s/Marliss D. Johnson
Marliss D. Johnson
Vice President, Controller and Treasurer
August 14, 2003





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
