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<SEC-DOCUMENT>0000950152-04-006023.txt : 20040809
<SEC-HEADER>0000950152-04-006023.hdr.sgml : 20040809
<ACCEPTANCE-DATETIME>20040809112242
ACCESSION NUMBER:		0000950152-04-006023
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040809

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SIFCO INDUSTRIES INC
		CENTRAL INDEX KEY:			0000090168
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT ENGINES & ENGINE PARTS [3724]
		IRS NUMBER:				340553950
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05978
		FILM NUMBER:		04959943

	BUSINESS ADDRESS:	
		STREET 1:		970 E 64TH ST
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44103
		BUSINESS PHONE:		2168818600

	MAIL ADDRESS:	
		STREET 1:		970 EAST 64TH STREET
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STEEL IMPROVEMENT & FORGE CO
		DATE OF NAME CHANGE:	19690520
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l08678ae10vq.txt
<DESCRIPTION>SIFCO INDUSTRIES, INC.   10-Q/QUARTER ENDED 6-30-04
<TEXT>
<PAGE>


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

                                    FORM 10-Q

  [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
         EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 2004

                                       or

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934
         For the transition period from _________________ to ___________________

                          Commission file number 1-5978

                             SIFCO INDUSTRIES, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)


             Ohio                                         34-0553950
- ---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

  970 East 64th Street, Cleveland Ohio                     44103
- ----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)


                                 (216) 881-8600
               --------------------------------------------------
              (Registrant's telephone number, including area code)



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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes    X    No
     ----       ----


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


The number of the Registrant's Common Shares outstanding at July 31, 2004 was
5,152,233.
<PAGE>
PART I.   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED      NINE MONTHS ENDED
                                                            JUNE 30,               JUNE 30,
                                                     --------------------    --------------------
                                                       2004       2003         2004         2003
                                                     --------    --------    --------    --------
<S>                                                  <C>         <C>         <C>         <C>
Net sales                                            $ 23,015    $ 22,574    $ 66,648    $ 58,428
Operating expenses:
    Cost of goods sold                                 20,421      19,167      58,888      53,150
    Selling, general and administrative expenses        2,849       3,045       8,686      10,194
                                                     --------    --------    --------    --------

         Total operating expenses                      23,270      22,212      67,574      63,344
                                                     --------    --------    --------    --------

               Operating income (loss)                   (255)        362        (926)     (4,916)

Interest income                                           (14)         (8)        (40)        (53)
Interest expense                                          189         217         592         631
Foreign currency exchange loss (gain), net                (55)         60          93         287
Other income, net                                        (132)       (150)       (185)       (214)
                                                     --------    --------    --------    --------

                 Income (loss) before income tax         (243)        243      (1,386)     (5,567)
           provision

Income tax provision                                       10          11          43          41
                                                     --------    --------    --------    --------

               Net income (loss)                     $   (253)   $    232    $ (1,429)   $ (5,608)
                                                     ========    ========    ========    ========


Net income (loss) per share (basic)                  $  (0.05)   $   0.04    $  (0.27)   $  (1.07)
Net income (loss) per share (diluted)                $  (0.05)   $   0.04    $  (0.27)   $  (1.07)

Weighted-average number of common shares (basic)        5,220       5,254       5,223       5,256
Weighted-average number of common shares (diluted)      5,220       5,254       5,223       5,256
</TABLE>


See notes to unaudited consolidated condensed financial statements.



                                       2
<PAGE>
                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                 JUNE 30,      SEPTEMBER 30,
                                                                                  2004             2003
                                                                                ----------     -------------
                                                                               (UNAUDITED)
                                    ASSETS
<S>                                                                             <C>              <C>
Current assets:
    Cash and cash equivalents                                                   $  5,938         $  4,524
    Receivables, net                                                              17,530           16,648
    Inventories                                                                    7,987            9,184
    Refundable income taxes                                                           --               23
    Prepaid expenses and other current assets                                        882              473
    Assets held for sale                                                           4,198               --
                                                                                --------         --------

               Total current assets                                               36,535           30,852

Property, plant and equipment, net                                                19,946           25,704

Other assets:
    Goodwill, net                                                                  2,574            2,574
    Other assets                                                                   2,822            2,548
                                                                                --------         --------

               Total other assets                                                  5,396            5,122
                                                                                --------         --------

                      Total assets                                              $ 61,877         $ 61,678
                                                                                ========         ========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Current maturities of long-term debt                                        $  1,461         $  1,451
    Accounts payable                                                               7,034            6,491
    Accrued liabilities                                                            7,271            6,471
                                                                                --------         --------

               Total current liabilities                                          15,766           14,413

Long-term debt, net of current maturities                                          8,996            9,033

Other long-term liabilities                                                        7,931            7,951

Shareholders' equity:
    Serial preferred shares, no par value, authorized 1,000 shares                    --               --
    Common shares, par value $1 per share, authorized 10,000 shares; issued
         5,269 and 5,294 shares at June 30, 2004 and September 30, 2003,
         respectively; outstanding 5,214 shares at June 30, 2004 and 5,226 at
         September 30, 2003                                                        5,269            5,294
    Additional paid-in capital                                                     6,559            6,661
    Retained earnings                                                             26,853           28,282
    Accumulated other comprehensive loss                                          (8,980)          (9,247)
    Unearned compensation - restricted common shares                                (188)            (309)
    Common shares held in treasury at cost, 55 and 68 shares at June 30, 2004
         and September 30, 2003, respectively                                       (329)            (400)
                                                                                --------         --------

               Total shareholders' equity                                         29,184           30,281
                                                                                --------         --------

                      Total liabilities and shareholders' equity                $ 61,877         $ 61,678
                                                                                ========         ========
</TABLE>


See notes to unaudited consolidated condensed financial statements.



                                       3
<PAGE>
                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED
                                                                                JUNE 30,
                                                                         --------------------
                                                                            2004        2003
                                                                         ---------   ---------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
    Net loss                                                             $ (1,429)   $ (5,608)
    Adjustments to reconcile net loss to net cash
        provided by (used for) operating activities:
           Depreciation and amortization                                    2,670       3,242
           Loss (gain) on disposal of property, plant and equipment           (13)          3
           Asset impairment charges                                            --       1,175

           Changes in operating assets and liabilities:
               Receivables                                                   (882)     (1,702)
               Inventories                                                  1,197         (67)
               Refundable income taxes                                         23         (58)
               Prepaid expenses and other current assets                     (409)       (280)
               Other assets                                                  (274)       (158)
               Accounts payable                                               543       3,143
               Accrued liabilities                                            736        (882)
               Other long-term liabilities                                    161         129
                                                                         --------    --------

                  Net cash provided by (used for) operating activities      2,323      (1,063)

Cash flows from investing activities:
           Capital expenditures                                            (1,909)     (1,355)
           Proceeds from disposal of property, plant and equipment             77         143
           Reimbursement of equipment expenditures                            750          --
           Other                                                              135         128
                                                                         --------    --------

                  Net cash used for investing activities                     (947)     (1,084)

Cash flows from financing activities:
           Proceeds from revolving credit agreement                        40,809      19,242
           Repayments of revolving credit agreement                       (39,685)    (18,919)
           Repayments of long-term debt                                    (1,151)     (1,140)
           Proceeds from other indebtedness                                    --          14
           Share transactions under employee stock plan                        65          93
                                                                         --------    --------

                  Net cash provided by (used for) financing activities         38        (710)

Increase (decrease) in cash and cash equivalents                            1,414      (2,857)
Cash and cash equivalents at the beginning of the period                    4,524       7,583
                                                                         --------    --------

                  Cash and cash equivalents at the end of the period     $  5,938    $  4,726
                                                                         ========    ========

Supplemental disclosure of cash flow information:
           Cash paid for interest                                        $   (434)   $   (566)
           Cash recovered from (paid for) income taxes, net                    36         (10)
</TABLE>

See notes to unaudited consolidated condensed financial statements


                                       4
<PAGE>
                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (AMOUNTS IN THOUSANDS)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Description of Business

The unaudited consolidated condensed financial statements included herein
include the accounts of SIFCO Industries, Inc. and its wholly-owned subsidiaries
(the "Company"). All significant intercompany accounts and transactions have
been eliminated. In the opinion of management, all adjustments, which include
only normal recurring adjustments necessary for a fair presentation of the
results of operations, financial position, and cash flows for the periods
presented, have been included. These unaudited consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and related notes included in the Company's fiscal 2003 Annual Report
on Form 10-K. The results of operations for any interim period are not
necessarily indicative of the results to be expected for other interim periods
or the full year. Certain prior period amounts have been reclassified in order
to conform to current period classifications.

B.  Stock-Based Compensation

The Company employs the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"). The following pro forma information regarding net income and earnings
per share was determined as if the Company had accounted for its stock options
under the fair value method prescribed by SFAS No. 123. For purposes of pro
forma disclosure, the estimated fair value of the stock options is amortized
over the options' vesting periods. The pro forma information is as follows:

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                    JUNE 30,                      JUNE 30,
                                                             ---------------------      ---------------------------
                                                               2004          2003          2004              2003
                                                             --------      ------       ----------       ----------
<S>                                                          <C>            <C>         <C>              <C>
Net income (loss) as reported                                $   (253)      $   232      $   (1,429)      $  (5,608)

Less: Stock-based compensation expense
     determined under fair value based method for
     all awards, net of related income tax effects                27             35               82             103
                                                             -------        -------      -----------      ----------


Pro forma net income (loss) as if the fair value
   based method had been applied to all awards               $   (280)      $   197      $   (1,511)      $  (5,711)
                                                             ========       =======      ==========       =========

Net income (loss) per share:
       Basic - as reported                                   $  (0.05)      $  0.04      $    (0.27)      $   (1.07)
       Basic - pro forma                                     $  (0.05)      $  0.04      $    (0.29)      $   (1.09)
       Diluted - as reported                                 $  (0.05)      $  0.04      $    (0.27)      $   (1.07)
       Diluted - pro forma                                   $  (0.05)      $  0.04      $    (0.29)      $   (1.09)
</TABLE>


C.  New Accounting Standards

In December 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits". This
standard revises employers' disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans as required by SFAS No. 87, "Employers' Accounting for Pensions",
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits", and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions". This
standard retains the disclosure requirements contained in SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits", which
it replaces. It requires additional disclosures to those in the original SFAS
No. 132 about the assets, obligations, cash flows and net periodic benefit cost
of defined benefit pension plans and other defined benefit postretirement plans.
The provisions of SFAS No. 132 remain in effect until the provisions of SFAS No.
132 (revised 2003) are adopted. SFAS No. 132 (revised 2003) is generally
effective for fiscal years ending after December 15, 2003. The


                                       5
<PAGE>
interim-period disclosures required by SFAS No. 132 (revised 2003) are
effective for interim periods beginning after December 15, 2003. The adoption of
this standard during the second quarter of fiscal year 2004 did not have an
impact on the Company's financial position or results of operations.

D.  Revenue Recognition

The Company recognizes revenue in accordance with the relevant portions of the
Securities and Exchange Commission's Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" and No. 104, "Revenue Recognition". Revenue
is generally recognized when products are shipped or services are provided to
customers.

2.  INVENTORIES

Inventories consist of:
<TABLE>
<CAPTION>
                                   JUNE 30,        SEPTEMBER 30,
                                     2004              2003
                                   --------        -------------
<S>                                <C>             <C>
Raw materials and supplies          $2,577            $2,537
Work-in-process                      2,915             3,028
Finished goods                       2,495             3,619
                                    ------            ------
      Total inventories             $7,987            $9,184
                                    ======            ======
</TABLE>

Inventories are stated at the lower of cost or market. Cost is determined using
the last-in, first-out ("LIFO") method for 34% and 28% of the Company's
inventories at June 30, 2004 and September 30, 2003, respectively. Cost is
determined using the specific identification method for approximately 24% and
33% of the Company's inventories at June 30, 2004 and September 30, 2003,
respectively. The first-in, first-out ("FIFO") method is used for the remainder
of the inventories. If the FIFO method had been used for the inventories for
which cost is determined using the LIFO method, inventories would have been
$3,343 and $3,230 higher than reported at June 30, 2004 and September 30, 2003,
respectively.

3.  ASSETS HELD FOR SALE

Assets held for sale at June 30, 2004 consist of the building and land of the
Company's Turbine Component Services and Repair Group facility located in Tampa,
Florida, which ceased operations during fiscal 2003, and a building and land
that is part of the Turbine Component Services and Repair Group's Irish
operations, which are being consolidated into the remaining two buildings during
fiscal 2004. These assets are recorded at amounts not in excess of what the
Company currently expects, based on management's estimates, to receive upon
sale, less cost of disposal.

4.  COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Total comprehensive loss is as follows:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED     NINE MONTHS ENDED
                                                           JUNE 30,             JUNE 30,
                                                     ------------------    -------------------
                                                       2004       2003       2004       2003
                                                     -------    -------    --------   --------
<S>                                                  <C>        <C>        <C>        <C>
Net income (loss)                                    $  (253)   $   232    $(1,429)   $(5,608)
Foreign currency translation adjustment                  (14)        79        149        146
Unrealized gain on interest rate swap agreement,
     net of income tax provision of $12 and $22 in
     fiscal 2003                                          88         55        212         98
Currency exchange contract adjustment                     61       (695)       (63)    (1,035)
Minimum pension liability adjustment                     (31)       (37)       (31)       (37)
                                                     -------    -------    --------   --------

           Total comprehensive loss                  $  (149)   $  (366)   $(1,162)   $(6,436)
                                                     =======    =======    ========   ========
</TABLE>


                                       6
<PAGE>
The components of accumulated other comprehensive loss are as follows:


<TABLE>
<CAPTION>
                                                                  JUNE 30,         SEPTEMBER 30,
                                                                    2004               2003
                                                                  --------         -------------
<S>                                                               <C>                <C>
Foreign currency translation adjustment                           $(6,696)           $(6,845)
Interest rate swap agreement adjustment                              (177)              (389)
Currency exchange contract adjustment                                 (63)                --
Minimum pension liability adjustment                               (2,044)            (2,013)
                                                                  --------           --------
           Total accumulated other comprehensive loss             $(8,980)           $(9,247)
                                                                  ========           ========
</TABLE>


5.     BUSINESS SEGMENTS

The Company identifies reportable segments based upon distinct products
manufactured and services provided. The Turbine Component Services and Repair
Group ("Repair Group") consists primarily of the repair and remanufacture of
aerospace and industrial turbine engine components. The Repair Group is also
involved in precision component machining for aerospace applications. The
Aerospace Component Manufacturing Group consists of the production, heat
treatment and some machining of forgings in various alloys utilizing a variety
of processes for application in the aerospace industry. The Metal Finishing
Group is a provider of specialized selective electrochemical metal finishing
processes and services used to apply metal coatings to a selective area of a
component. The Company's reportable segments are separately managed.

Segment information is as follows:

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED      NINE MONTHS ENDED
                                                                            JUNE 30,                 JUNE 30,
                                                                     --------------------    --------------------
                                                                       2004        2003        2004         2003
                                                                     --------    --------    --------    --------
<S>                                                                  <C>         <C>         <C>         <C>
Net sales:
    Turbine Component Services and Repair Group                      $ 11,474    $ 11,114    $ 35,476    $ 29,074
    Aerospace Component Manufacturing Group                             8,687       8,965      23,005      22,144
    Metal Finishing Group                                               2,854       2,495       8,167       7,210
                                                                     --------    --------    --------    --------
      Consolidated net sales                                         $ 23,015    $ 22,574    $ 66,648    $ 58,428
                                                                     ========    ========    ========    ========

 Operating income (loss):
    Turbine Component Services and Repair Group                      $   (874)   $   (407)   $ (2,011)   $ (4,765)
    Aerospace Component Manufacturing Group                               733       1,075       1,700         686
    Metal Finishing Group                                                 158         281         575         566
    Corporate unallocated expenses                                       (272)       (587)     (1,190)     (1,403)
                                                                     --------    --------    --------    --------

      Consolidated operating income (loss)                               (255)        362        (926)     (4,916)

  Interest expense, net                                                   175         209         552         578
  Foreign currency exchange loss (gain), net                              (55)         60          93         287
  Other income, net                                                      (132)       (150)       (185)       (214)
                                                                     --------    --------    --------    --------

      Consolidated income (loss) before income tax provision         $   (243)   $    243    $ (1,386)   $ (5,567)
                                                                     ========    ========    ========    ========
</TABLE>


The Company's net goodwill of $2,574 at March 31, 2004 and September 30, 2003 is
allocated to its Metal Finishing Group.


6.  LONG-TERM DEBT

Effective June 30, 2004, the Company entered into an agreement with its lending
bank to amend certain provisions of its credit agreements. The amendment extends
the maturity date of the Company's term note to September 30, 2005. The
amendment also extends the maturity date of the standby letter of credit that
collateralizes the industrial development variable rate revenue bond to
September 30, 2005.



                                       7
<PAGE>
7.  RETIREMENT BENEFIT PLANS

The Company and certain of its subsidiaries sponsor defined benefit pension
plans covering most of its employees. The components of net periodic benefit
cost of the Company's defined benefit plans are as follows:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED             NINE MONTHS ENDED
                                                JUNE 30,                      JUNE 30,
                                       ----------------------        ----------------------
                                         2004           2003           2004          2003
                                       -------        -------        -------        -------
<S>                                    <C>            <C>            <C>            <C>
Service cost                           $   163        $    86        $   469        $   549
Interest cost                              350            511          1,044          1,202
Expected return on plan assets            (373)          (528)        (1,139)        (1,258)
Amortization of transition asset            (3)            (5)            (8)           (10)
Amortization of prior service cost          33             38             99            118
Amortization of net (gain) loss             10             21             19            (53)
                                       -------        -------        -------        -------
         Net periodic benefit cost     $   180        $   123        $   484        $   548
                                       =======        =======        =======        =======
</TABLE>


Through June 30, 2004, the Company has made $869 of contributions in fiscal 2004
to its defined benefit pension plans. The Company anticipates contributing an
additional $345 to fund its defined benefit pension plans during the balance of
fiscal 2004, resulting in total projected contributions of $1,214 in fiscal
2004.

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

Management's Discussion and Analysis of Financial Condition and Results of
Operations may contain various forward-looking statements and includes
assumptions concerning the Company's operations, future results and prospects.
These forward-looking statements are based on current expectations and are
subject to risk and uncertainties. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides this cautionary statement identifying important economic, political and
technological factors, among others, the absence or effect of which could cause
the actual results or events to differ materially from those set forth in or
implied by the forward-looking statements and related assumptions. Such factors
include the following: (1) future business environment, including capital and
consumer spending; (2) competitive factors, including the ability to replace
business which may be lost due to increased direct involvement by the turbine
engine manufacturers in turbine component service and repair markets; (3)
successful procurement of certain repair materials and new repair process
licenses from turbine engine manufacturers and/or the Federal Aviation
Administration; (4) fluctuating foreign currency (primarily the euro) exchange
rates; (5) metals and commodities price increases and the Company's ability to
recover such price increases; (6) successful development and market
introductions of new products, including an advanced coating technology and the
continued development of heavy industrial turbine repair processes; (7)
regressive pricing pressures on the Company's products and services, with
productivity improvements as the primary means to maintain margins; (8) success
with the further development of strategic alliances with certain turbine engine
manufacturers for turbine component repair services; (9) the impact on business
conditions, and on the aerospace industry in particular, of global terrorism
threat; (10) successful replacement of declining demand for repair services for
turboprop engine components with component repair services for small turbofan
engines utilized in the business and regional aircraft markets; (11) continued
reliance on several major customers for revenues; (12) the Company's ability to
continue to have access to its revolving credit facility, including the
Company's ability to (i) continue to comply with the terms of its credit
agreements, including financial covenants, (ii) continue to enter into
amendments to its credit agreement containing financial covenants, which it and
its bank lender find mutually acceptable, or (iii) continue to obtain waivers
from its bank lender with respect to its compliance with the covenants contained
in its credit agreement; (13) pension plan actuarial assumptions and future
contributions; (14) net realizable value of assets held for sale; and (15)
stable governments, business conditions, laws, regulations and taxes in
economies where business is conducted.

SIFCO Industries, Inc. and its subsidiaries engage in the production and sale of
a variety of metalworking processes, services and products produced primarily to
the specific design requirements of its customers. The processes and services
include forging, heat-treating, coating, welding, machining and selective
electrochemical metal finishing. The products include forgings, machined forged
parts and other machined metal parts, remanufactured component parts for turbine
engines, and selective electrochemical metal finishing solutions and equipment.



                                       8
<PAGE>
A.  Results of Operations

NINE MONTHS ENDED JUNE 30, 2004 COMPARED WITH NINE MONTHS ENDED JUNE 30, 2003

Net sales in the first nine months of fiscal 2004 increased 14.1% to $66.6
million, compared with $58.4 million in the comparable period in fiscal 2003.
Net loss in the first nine months of fiscal 2004 was $1.4 million, compared with
a net loss of $5.6 million in the comparable period in fiscal 2003.

Turbine Component Services and Repair Group ("Repair Group")

Net sales in the first nine months of fiscal 2004 increased 22.0% to $35.5
million, compared with $29.1 million in the comparable fiscal 2003 period.
Component manufacturing and repair net sales increased $5.1 million to $28.2
million in the first nine months of fiscal 2004, compared with $23.1 million in
the comparable fiscal 2003 period. Demand for precision component machining and
for component repairs for industrial turbine engines and large aerospace turbine
engines increased, while the demand for component repairs for small aerospace
turbine engines decreased in the first nine months of fiscal 2004, compared with
the comparable fiscal 2003 period. This reflects an increase in component
repairs for newer model large aerospace turbine engines offset by reduced demand
for component repairs for older model large aerospace turbine engines. Net sales
associated with the demand for replacement parts, which often complement
component repair services provided to customers, increased $1.3 million in the
first nine months of fiscal 2004, compared with the comparable fiscal 2003
period.

During the first nine months of fiscal 2004, the Repair Group's selling, general
and administrative expenses decreased $1.2 million to $3.6 million, or 10.1% of
net sales, from $4.8 million, or 16.5% of net sales, in the comparable fiscal
2003 period. Included in the $4.8 million of selling, general and administrative
expenses in the first nine months of fiscal 2003 were charges aggregating $1.2
million related to the impairment of equipment and $0.4 million of severance
charges related to the further consolidation of the Repair Group's operations
during fiscal 2003. The remaining selling, general and administrative expenses
in the first nine months of fiscal 2003 were $3.2 million, or 11.1% of net
sales.

The Repair Group's operating loss in the first nine months of fiscal 2004
decreased $2.8 million to $2.0 million from a $4.8 million loss in the
comparable fiscal 2003 period. Included in the operating loss in the first nine
months of fiscal 2003 were charges aggregating $1.2 million related to the
impairment of equipment and $0.4 million of severance charges. In addition to
the impact of the non-recurrence of the aforementioned impairment and severance
charges, operating results improved in the first nine months of fiscal 2004 due
to the positive impact on margins of increased sales volumes for component
manufacturing and repair services, partially offset by reduced margins on sales
of replacement parts and the negative impact of the continued strength of the
euro against the U.S. dollar as described below.

During fiscal 2003, the euro strengthened against the U.S. dollar. The euro
continued to be strong in relation to the U.S. dollar during the first nine
months of fiscal 2004. The Repair Group's non-U.S. operation has most of its
sales denominated in U.S. dollars while a significant portion of its operating
costs are denominated in euros. Therefore, as the euro strengthens, costs
denominated in euros are negatively impacted. During the first nine months of
fiscal 2003, the Repair Group hedged much of its exposure to the strengthening
euro thereby mitigating the negative impact on its operating results in that
period. During the first nine months of fiscal 2004, the Company did not hedge
all of its exposure to the strengthening euro and, therefore, the impact on the
Repair Group's operating results in the first nine months of fiscal 2004 was
higher operating costs, including selling, general and administrative expenses,
of approximately $3.5 million related to its non-U.S. operations, when compared
to the comparable fiscal 2003 period.

The Repair Group's backlog as of June 30, 2004, was $5.5 million, compared with
$8.9 million as of September 30, 2003. At June 30, 2004, $4.5 million of the
total backlog is scheduled for delivery over the next twelve months and $1.0
million was on hold. All orders are subject to modification or cancellation by
the customer with limited charges. The Repair Group believes that the backlog
may not be indicative of actual sales for any succeeding period.

Aerospace Component Manufacturing Group ("ACM Group")

Net sales of the ACM Group in the first nine months of fiscal 2004 increased
3.9% to $23.0 million, compared with $22.1 million in the comparable period of
fiscal 2003.

For purposes of the following discussion, the ACM Group considers aircraft that
can accommodate less than 100 passengers to be small aircraft and those that can
accommodate 100 or more passengers to be large aircraft. Net sales of airframe


                                       9
<PAGE>
components for small aircraft decreased $0.5 million to $10.3 million in the
first nine months of fiscal 2004, compared with $10.8 million in the same period
in fiscal 2003. Net sales of turbine engine components for small aircraft, which
consist primarily of net sales to Rolls-Royce Corporation of turbine engine
components for the AE series turbine engines for business and regional jets, as
well as military transport and surveillance aircraft, increased $0.8 million to
$8.9 million in the first nine months of fiscal 2004, compared with $8.1 million
in the comparable period in fiscal 2003. Net sales of airframe components for
large aircraft were $1.5 million in the first nine months of both fiscal 2004
and 2003. Net sales of turbine engine components for large aircraft increased to
$0.8 million in the first nine months of fiscal 2004, compared with $0.7 million
in the same period in fiscal 2003. Other sales, including non-aerospace
component sales, were $1.5 million and $1.0 million in the first nine months of
fiscal 2004 and 2003, respectively. The increase in other sales is attributable
primarily to increases in tooling revenue and order cancellation charges.

The ACM Group's airframe and turbine engine component products have both
military and commercial applications. Net sales of airframe and turbine engine
components that solely have military applications decreased $0.6 million to
$10.2 million in the first nine months of fiscal 2004, compared with $10.8
million in the first nine months of fiscal 2003.

Selling, general and administrative expenses in the first nine months of fiscal
2004 were $1.4 million, or 6.2% of net sales, compared with $1.7 million, or
7.7% of net sales, in the first nine months of fiscal 2003. Selling, general and
administrative expenses in the first nine months of fiscal 2004 benefited from a
$0.2 million reduction in the provision for uncollectible accounts receivable
and $0.1 million reduction in compensation and employee benefits expenses due to
open positions, compared with the comparable period in fiscal 2003.

The ACM Group's operating income in the first nine months of fiscal 2004 was
$1.7 million, compared with operating income of $0.7 million in the same period
in fiscal 2003. Operating results were favorably impacted in the fist nine
months of fiscal 2004 compared with the same period in fiscal 2003 by (i) a $0.5
million decrease in material cost as a result of product mix consisting of a
greater percentage of products sold containing lower cost materials; (ii) a $0.2
million decrease in labor costs due to improved utilization of labor; (iii) a
$0.2 million decrease in manufacturing supplies and repair expenses; and (iv) a
$0.2 million decrease in outside services expense. Operating results in the
first nine months of fiscal 2004 were negatively impacted by a $0.1 million
increase in the LIFO provision and a $0.4 million decrease in inventory levels
compared with the same period in fiscal 2003. Operating results in the first
nine months of fiscal 2004 were also favorably impacted by reductions in
selling, general and administrative expenses as discussed in the previous
paragraph.

The ACM Group's backlog as of June 30, 2004 was $21.9 million, compared with
$21.4 million as of September 30, 2003. At June 30, 2004, $20.1 million of the
total backlog was scheduled for delivery over the next twelve months and $1.8
million was scheduled for delivery beyond the next twelve months. All orders are
subject to modification or cancellation by the customer with limited charges.
The ACM Group believes that the backlog may not be indicative of actual sales
for any succeeding period.

Metal Finishing Group

Net sales of the Metal Finishing Group increased 13.3% to $8.1 million in the
first nine months of fiscal 2004, compared with net sales of $7.2 million in the
first nine months of fiscal 2003. In the first nine months of fiscal 2004,
product net sales, consisting of selective electrochemical finishing equipment
and solutions, increased 7.2% to $4.4 million, compared with $4.1 million in the
same period in fiscal 2003. In the first nine months of fiscal 2004, customized
selective electrochemical finishing contract service net sales increased 19.8%
to $3.6 million, compared with $3.0 million in the same period in fiscal 2003.
In the first nine months of fiscal 2004 net sales to customers in the oil and
gas exploration industry increased $0.6 million; net sales to customers in the
aerospace industry increased $0.3 million; net sales to customers in the
electronics industry increased $0.2 million; and net sales to customers in the
automotive industry increased $0.1 million, compared with the same period in
fiscal 2003. These net sales gains were partially offset in the first nine
months of fiscal 2004 by a decrease of $0.1 million in net sales to the U.S.
military, compared with the same period in fiscal 2003.

Selling, general and administrative expenses in the first nine months of fiscal
2004 were $2.5 million, or 30.3% of net sales, compared with $2.3 million, or
31.7% of net sales, in the first nine months of fiscal 2003. The increase in
selling, general and administrative expenses is attributable to $0.1 million
increase in compensation and employee benefit expenses, consisting primarily of
one-time severance benefits, and a $0.1 million increase in legal and
professional expenses. Operating income in both the first nine months of fiscal
2004 and 2003 was $0.6 million. Operating income in the first nine months of
fiscal 2004 was negatively impacted by higher costs, including labor and
employee benefits, associated with the start up of a new customer-dedicated
contract service operation at an existing service shop and higher insurance
expense; as well as the increases in selling, general and administrative
expenses previously discussed.


                                       10
<PAGE>
The Metal Finishing Group essentially had no backlog at June 30, 2004.

Corporate Unallocated Expenses

Corporate unallocated expenses, consisting of corporate salaries and benefits,
legal and professional and other corporate expenses, were $1.2 million in the
first nine months of fiscal 2004, compared with $1.4 million in the same period
in fiscal 2003. In the first nine months of fiscal 2004, corporate unallocated
expenses were favorably impacted primarily by a $0.1 million decrease in legal
and professional expenses and by a $0.1 million decrease in corporate salary and
employee benefits expenses.

Other/General

Interest expense was $0.6 million in the first nine months of fiscal 2004 and
2003. The following table sets forth the weighted average interest rates and
weighted average outstanding balances under the Company's credit agreements in
the first nine months of fiscal years 2004 and 2003.

<TABLE>
<CAPTION>
                                                      WEIGHTED AVERAGE                     WEIGHTED AVERAGE
                                                        INTEREST RATE                     OUTSTANDING BALANCE
                                                  NINE MONTHS ENDED JUNE 30,            NINE MONTHS ENDED JUNE 30,
                                                  --------------------------           ----------------------------
CREDIT AGREEMENT                                    2004             2003                  2004             2003
- ----------------                                  -------          ---------           ------------    ------------
<S>                                               <C>              <C>                 <C>             <C>
Industrial development variable rate demand
    revenue bond                                    1.2%             1.4%              $2.9 million    $3.2 million
Term note                                           9.5%             8.8%              $5.2 million    $6.4 million
Revolving credit agreement                          4.5%             4.6%              $2.5 million    $2.3 million
</TABLE>


Currency exchange loss was $0.1 million in the first nine months of fiscal 2004,
compared with $0.3 million in the comparable period in fiscal 2003. This loss is
the result of the impact of currency exchange rate fluctuations, resulting
primarily from the impact of continued strength of the euro in relation to the
U.S. dollar, on the Company's monetary assets and liabilities that are not
denominated in U.S. dollars.

In the first nine months of fiscal year 2004 and 2003, the income tax benefit
related to the Company's U.S. and non-U.S. subsidiary losses was offset by a
valuation allowance based upon an assessment of the Company's ability to realize
such benefits. In assessing the Company's ability to realize its deferred tax
assets, management considered the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment. Future reversal of the valuation allowance will be
achieved either when the tax benefit is realized or when it has been determined
that it is more likely than not that the benefit will be realized through future
taxable income.

THREE MONTHS ENDED JUNE 30, 2004 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2003

Net sales in the third quarter of fiscal 2004 increased 2.0% to $23.0 million,
compared with $22.6 million in the comparable period in fiscal 2003. Net loss in
the third quarter of fiscal 2004 was $0.3 million, compared with a net income of
$0.2 million in the comparable period in fiscal 2003.

Turbine Component Services and Repair Group ("Repair Group")

Net sales in the third quarter of fiscal 2004 increased 3.2% to $11.5 million,
compared with $11.1 million in the comparable fiscal 2003 period. Component
manufacturing and repair net sales increased $0.9 million to $9.3 million in the
third quarter of fiscal 2004, compared with $8.4 million in the comparable
fiscal 2003 period. Demand for component repairs for industrial turbine engines
and for small and large aerospace turbine engines increased, while the demand
for precision component machining decreased in the third quarter of fiscal 2004,
compared with the comparable fiscal 2003 period. This reflects an increase in
component repairs for newer model large aerospace turbine engines offset by
reduced demand for component repairs for older model large aerospace turbine
engines. Net sales associated with the demand for replacement parts, which often
complement component repair services provided to customers, decreased $0.5
million in the third quarter of fiscal 2004, compared with the comparable fiscal
2003 period.

During the third quarter of fiscal 2004, the Repair Group's selling, general and
administrative expenses were $1.1 million, or 10.1% of net sales, compared with
$1.1 million, or 9.9% of net sales, in the comparable fiscal 2003 period.
Included in the



                                       11
<PAGE>
$1.1 million of selling, general and administrative expenses in the third
quarter of fiscal 2003 were $0.2 million of severance charges related to the
further consolidation of the Repair Group's operations during fiscal 2003. The
remaining selling, general and administrative expenses in the third quarter of
fiscal 2003 were $0.9 million, or 8.0% of net sales.

The Repair Group's operating loss in the third quarter of fiscal 2004 increased
$0.5 million to $0.9 million from a $0.4 million loss in the comparable fiscal
2003 period. Included in the operating loss in the third quarter of fiscal 2003
were $0.2 million of severance charges. The increased operating loss in the
third quarter of fiscal 2004 was primarily due to the negative impact of the
continued strength of the euro against the U.S. dollar as further discussed
below. Operating results in the third quarter of fiscal 2004 did, however,
benefit from the positive impact on margins of increased sales volumes for
component manufacturing and repair services, partially offset by reduced margins
on sales of replacement parts.

During fiscal 2003, the euro strengthened against the U.S. dollar. The euro
continued to be strong in relation to the U.S. dollar during the first nine
months of fiscal 2004. The Repair Group's non-U.S. operation has most of its
sales denominated in U.S. dollars while a significant portion of its operating
costs are denominated in euros. Therefore, as the euro strengthens, costs
denominated in euros are negatively impacted. During the third quarter of fiscal
2003, the Repair Group hedged much of its exposure to the strengthening euro
thereby mitigating the negative impact on its operating results in that period.
During the third quarter of fiscal 2004, the Company hedged most of its exposure
to the strengthening euro, but did so at rates much less attractive than in the
same fiscal 2003 period and, therefore, the impact on the Repair Group's
operating results in the third quarter of fiscal 2004 was higher operating
costs, including selling, general and administrative expenses, of approximately
$1.3 million related to its non-U.S. operations, when compared to the comparable
fiscal 2003 period.

Aerospace Component Manufacturing Group ("ACM Group")

In the third quarter of fiscal 2004, ACM Group net sales decreased 3.1% to $8.7
million, compared with $9.0 million in the third quarter of fiscal 2003.

Net sales of airframe components for small aircraft decreased $1.4 million to
$3.6 million in the third quarter of fiscal 2004, compared with $4.9 million in
the third quarter of fiscal 2003. Net sales of turbine engine components for
small aircraft, which consist primarily of net sales to Rolls-Royce Corporation
of turbine engine components for the AE series turbine engines for business and
regional jets, as well as military transport and surveillance aircraft,
increased $0.7 million to $3.5 million in the third quarter of fiscal 2004,
compared with $2.8 million in the third quarter of fiscal 2003. Airframe
component net sales for large aircraft were $0.5 million in the third quarter of
fiscal 2004 and 2003. Net sales of turbine engine components for large aircraft
were $0.3 million in the third quarters of both fiscal 2004 and 2003. Other
sales, including non-aerospace component sales, were $0.8 million and $0.4
million in the third quarter of fiscal 2004 and 2003, respectively. This
increase in other sales is attributable primarily to increases in non-aerospace
related product net sales, tooling revenue and order cancellation charges.

The ACM Group's airframe and turbine engine component products have both
military and commercial applications. Net sales of airframe and turbine engine
components that solely have military applications decreased $1.8 million to $3.4
million in the third quarter of fiscal 2004, compared with $5.2 million in the
third quarter of fiscal 2003.

Selling, general and administrative expenses in the third quarter of fiscal 2004
were $0.6 million, or 6.6% of net sales, compared with $0.6 million, or 6.9% of
net sales, in the third quarter of fiscal 2003.

The ACM Group's operating income in the third quarter of fiscal 2004 was $0.7
million, compared with operating income of $1.1 million in the same period in
fiscal 2003. Operating results were negatively impacted in the third quarter of
fiscal 2004 compared with the third quarter of fiscal 2003 by (i) a $0.1 million
increase in outside processing expense; (ii) a $0.1 million increase in the LIFO
provision; (iii) a $0.1 million increase in physical inventory adjustments; and
(iv) a $0.3 million decrease in inventory levels. The effect of the preceding
was partially offset in the third quarter of fiscal 2004, compared with the
third quarter of fiscal 2003, by a $0.1 million decrease in energy costs and a
$0.1 million decrease in manufacturing supplies and repair expenses.

Metal Finishing Group

Net sales of the Metal Finishing Group increased 14.4% to $2.8 million in the
third quarter of fiscal 2004, compared with $2.5 million in the third quarter of
fiscal 2003. Product net sales, consisting of selective electrochemical
finishing equipment and solutions, increased 4.6% to $1.4 million in the third
quarter of fiscal 2004, compared with $1.3 million in the third quarter of
fiscal 2003. In the third quarter of fiscal 2004 customized selective
electrochemical finishing contract service net sales increased 24.0% to $1.3
million, compared with $1.1 million in the third quarter of fiscal 2003. In the
third quarter of



                                       12
<PAGE>
fiscal 2004, net sales to customers in the oil and gas exploration industry
increased $0.1 million; net sales to customers in the aerospace industry
increased $0.2 million; and net sales to customers in the automotive industry
increased $0.1 million, compared with the third quarter of fiscal 2003. These
net sales increases were partially offset by a $0.1 million decrease in net
sales to the U.S. military in the third quarter of fiscal 2004, compared with
the third quarter of fiscal 2003.

Selling, general and administrative expenses in the third quarter of fiscal 2004
were $0.9 million, compared with $0.7 million in the third quarter of fiscal
2003. The increase in selling, general and administrative expenses is
attributable to $0.1 million increase in compensation and employee benefits
expenses, consisting primarily of one-time severance benefits. Operating income
in the third quarter of fiscal 2004 was $0.2 million, compared with $0.3 million
in the third quarter of fiscal 2003. Operating income in the third quarter of
fiscal 2004 was negatively impacted by the increase in selling, general and
administrative expenses previously discussed and higher costs, including labor
and employee benefits, associated with the start up of a new customer-dedicated
contract service operation at an existing service shop.

Corporate Unallocated Expenses

Corporate unallocated expenses, consisting of corporate salaries and benefits,
legal and professional and other corporate expenses, were $0.3 million in the
third quarter of fiscal 2004, compared with $0.6 million in the third quarter of
fiscal 2003. In the third quarter of fiscal 2004, corporate unallocated expenses
were favorably impacted primarily by a $0.3 million decrease in legal and
professional expenses.

Other/General

Interest expense was $0.2 million in the third quarter of fiscal 2004 and 2003.
The following table sets forth the weighted average interest rates and weighted
average outstanding balances under the Company's credit agreements in the third
quarter of fiscal years 2004 and 2003.

<TABLE>
<CAPTION>
                                                      WEIGHTED AVERAGE                     WEIGHTED AVERAGE
                                                        INTEREST RATE                     OUTSTANDING BALANCE
                                                  THREE MONTHS ENDED JUNE 30,          THREE MONTHS ENDED JUNE 30,
                                                  ---------------------------          ----------------------------
CREDIT AGREEMENT                                    2004              2003                 2004             2003
- ----------------                                  -------          ----------          ------------    ------------
<S>                                               <C>              <C>                 <C>             <C>
Industrial development variable rate demand
    revenue bond                                    1.2%             1.3%              $2.8 million    $3.1 million
Term note                                           9.5%             9.5%              $4.9 million    $6.1 million
Revolving credit agreement                          4.5%             4.7%              $2.7 million    $2.7 million
</TABLE>

Currency exchange gain was $0.1 million in the third quarter of fiscal 2004,
compared with a loss of $0.1 million in the comparable period in fiscal 2003.
The third quarter fiscal 2004 gain is the result of the impact of currency
exchange rate fluctuations, resulting primarily from the impact of a nominal
strengthening of the U.S. dollar in relation to the euro, on the Company's
monetary assets and liabilities that are not denominated in U.S. dollars.

In the third quarters of fiscal year 2004 and 2003, the income tax benefit
related to the Company's U.S. and non-U.S. subsidiary losses was offset by a
valuation allowance based upon an assessment of the Company's ability to realize
such benefits. In assessing the Company's ability to realize its deferred tax
assets, management considered the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment. Future reversal of the valuation allowance will be
achieved either when the tax benefit is realized or when it has been determined
that it is more likely than not that the benefit will be realized through future
taxable income.



B.  Liquidity and Capital Resources

Cash and cash equivalents increased to $5.9 million at June 30, 2004 from $4.5
million at September 30, 2003. At present, essentially all of the Company's cash
and cash equivalents are in the possession of its non-U.S. subsidiaries and
relate to undistributed earnings. Distributions from the Company's non-U.S.
subsidiaries to the Company may be subject to statutory restrictions, adverse
tax consequences or other limitations.


                                       13
<PAGE>
The Company's operating activities generated $2.3 million of cash in the first
nine months of fiscal 2004. A decrease in inventories due to increased sales
activity as well as the Company's efforts to reduce inventory levels generated
$1.2 million. A $0.5 million increase in accounts payable, due to timing of
vendor payments, and a $0.7 increase in accrued liabilities, due to the timing
of increases in compensation and royalty accruals, generated $1.2 million.

Capital expenditures were $1.9 million in the first nine months of fiscal 2004.
Capital expenditures in the first nine months of fiscal 2004 consist of $0.7
million by the ACM Group, $0.2 million by the Metal Finishing Group and $1.0
million by the Repair Group. Capital expenditures are expected to (i) provide
increased range of manufacturing capabilities; (ii) automate certain machining
operations; and (iii) enhance the Company's service and repair capabilities. At
June 30, 2004, the Company had outstanding commitments for capital expenditures
totaling $0.9 million. The Company anticipates that total fiscal 2004 capital
expenditures will approximate $3.3 million. During the first nine months of
fiscal 2004, the Company received a $0.7 million reimbursement for certain
capital expenditures that were previously made in anticipation of a proposed
joint venture that did not materialize.

In July 2004, the Company entered into an agreement to sell a building and land
that is part of its Repair Group's Irish operations, with a net book value of
$1.8 million, for 6.5 million euros (approximately $7.9 million at June 30, 2004
exchange rate). The sale of the building is expected to close in the first
quarter of fiscal 2005.

At June 30, 2004, the Company has a 15-year industrial development variable rate
revenue bond outstanding, which was issued with an original face amount of $4.1
million and was used to expand the Repair Group's Tampa, Florida facility. The
industrial development variable rate revenue bond requires annual principal
payments ranging from $0.2 million in fiscal 2004 to $0.4 million in fiscal
2013. The interest rate is reset weekly based on prevailing tax-exempt money
market rates. The interest rate as of June 30, 2004 was 1.20%. The outstanding
balance of the industrial development variable rate revenue bond at June 30,
2004 was $2.7 million. The bank's commitment fee on a standby letter of credit
that collateralizes the industrial development variable rate revenue bond is
2.75% of the outstanding balance.

Operations at the Repair Group's Tampa, Florida facility ceased at the end of
fiscal 2003. At June 30, 2004, the facility is held for sale. The sale of the
facility may result in one of the following occurring: (i) repayment of the
industrial development variable rate revenue bond; (ii) continued servicing of
the industrial development variable rate revenue bond by the Company; or (iii)
assumption of the industrial development variable rate revenue bond by the buyer
of the facility. The ultimate use of the facility determines, in part, which
options may be available.

At June 30, 2004, the Company has a term note that is repayable in quarterly
installments of $0.3 million through August 2005, with the remaining balance of
$3.3 million due September 30, 2005. The term note has a variable interest rate,
which, after giving effect to an interest rate swap agreement, becomes an
effective fixed rate term note, subject to adjustment based upon the level of
certain financial ratios. The effective fixed interest rate at June 30, 2004 was
9.49%. The outstanding balance of the term note as of June 30, 2004 was $4.8
million.

At June 30, 2004, the Company has a $6.0 million revolving credit agreement,
subject to sufficiency of collateral, that expires on September 30, 2005 and
bears interest at the bank's base rate plus 0.50%. The interest rate was 4.75%
at June 30, 2004. A 0.375% commitment fee is incurred on the unused balance of
the revolving credit agreement. At June 30, 2004, the outstanding balance under
the revolving credit agreement was $2.9 million and the Company had $3.1 million
available under its revolving credit agreement.

All of the Company's long-term debt is secured by substantially all of the
Company's assets located in the U.S., a guarantee by its U.S. subsidiaries and a
pledge of 65% of the Company's ownership interest in its non-U.S. subsidiaries.

Under its credit agreements, the Company is subject to certain customary
covenants. These include, without limitations, covenants (as defined) that
require maintenance of a minimum tangible net worth level and minimum adjusted
fixed charge coverage to EBITDA ratio. The Company was in compliance with all
applicable covenants at June 30, 2004.



In May 2004, the Company entered into an agreement with its bank to amend
certain provisions of its credit agreements. The amendment extended the maturity
date of the Company's $6.0 million revolving credit agreement to September 30,
2005. The amendment waived the Company's minimum tangible net worth level
covenant for the period ended March 31, 2004 and modified the minimum tangible
net worth level covenant.


                                       14
<PAGE>
Effective June 30, 2004, the Company entered into an agreement with its lending
bank to amend certain provisions of its credit agreements. The amendment extends
the maturity date of the Company's term note to September 30, 2005. The
amendment also extends the maturity date of the standby letter of credit that
collateralizes the industrial development variable rate revenue bond to
September 30, 2005.

The Company believes that cash flow from its operations together with existing
cash reserves and funds available under its revolving credit agreement will be
sufficient to meet its working capital requirements through the end of fiscal
2004. However, no assurances can be given as to the sufficiency of the Company's
working capital to support the Company's operations. If the existing cash
reserves, cash flow from operations and funds available under the revolving
credit agreement are insufficient; if working capital requirements are greater
than currently estimated; and/or if the Company is unable to satisfy the
covenants set forth in its credit agreements, the Company may be required to
adopt one or more alternatives, such as reducing or delaying capital
expenditures, restructuring indebtedness, selling assets or operations, or
issuing additional shares of capital stock in the Company. There can be no
assurances that any of these actions could be accomplished, or if so, on terms
favorable to the Company, or that they would enable the Company to continue to
satisfy its working capital requirements.

C.  Recently Issued Accounting Standards

In December 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits". This
standard revises employers' disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans as required by SFAS No. 87, "Employers' Accounting for Pensions",
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits", and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions". This
standard retains the disclosure requirements contained in SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits", which
it replaces. It requires additional disclosures to those in the original SFAS
No. 132 about the assets, obligations, cash flows and net periodic benefit cost
of defined benefit pension plans and other defined benefit postretirement plans.
The provisions of SFAS No. 132 remain in effect until the provisions of SFAS No.
132 (revised 2003) are adopted. SFAS No. 132 (revised 2003) is generally
effective for fiscal years ending after December 15, 2003. The interim-period
disclosures required by SFAS No. 132 (revised 2003) are effective for interim
periods beginning after December 15, 2003. The adoption of this standard during
the second quarter of fiscal year 2004 did not have an impact on the Company's
financial position or results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of business, the Company is subject to foreign currency
and interest risk. The risks primarily relate to the sale of the Company's
products and services in transactions denominated in non-U.S. dollar currencies
(primarily the euro and British pound); the payment in local currency of wages
and other costs related to the Company's non-U.S. operations (primarily the
euro); and changes in interest rates on the Company's long-term debt
obligations. The Company does not hold or issue financial instruments for
trading purposes.

The Company believes that inflation has not materially affected its results of
operations during the first nine months of fiscal 2004, and does not expect
inflation to be a significant factor in the balance of fiscal 2004.

A.  Foreign Currency Risk

The U.S. dollar is the functional currency for all of the Company's U.S.
operations and its Irish subsidiary. For the Company's other non-U.S.
subsidiaries, the functional currency is the local currency. Assets and
liabilities are translated into U.S. dollars at the rate of exchange at the end
of the period and revenues and expenses are translated using average rates of
exchange. Foreign currency translation adjustments are reported as a component
of accumulated other comprehensive loss. Foreign currency transaction gains and
losses are included in earnings.



During the first nine months of fiscal 2004, the euro continued to be strong in
relation to the U.S. dollar. The Repair Group's non-U.S. operation has a
significant portion of its operating costs denominated in euros, and therefore,
as the euro strengthens, such costs are negatively impacted. Historically, the
Company has been able to mitigate the impact of foreign currency risk by means
of hedging such risk through the use of foreign currency exchange contracts.
However, such risk is mitigated only for the periods for which the Company has
foreign currency exchange contracts in effect, and only to the



                                       15
<PAGE>
extent of the U.S. dollar amounts of such contracts. During the first nine
months of fiscal 2004, the Company did not hedge all of its exposure to the
euro. At June 30, 2004, the Company had forward exchange contracts outstanding
for durations of up to three months to purchase euros aggregating U.S. $4.7
million at euro to U.S. dollar exchange rates ranging from 1.2196 to 1.2350. A
ten percent appreciation or depreciation of the value of the U.S. dollar
relative to the currencies, in which the forward exchange contracts outstanding
at June 30, 2004 are denominated, would result in a $0.5 million decline or
increase, respectively, in the value of the forward exchange contracts.
Subsequent to June 30, 2004, the Company entered into foreign currency exchange
contracts expiring through September 30, 2005 to purchase euros aggregating U.S.
$19.2 million at euro to U.S. dollar exchange rates ranging from 1.1985 to
1.2010. Factors that could impact the effectiveness of the Company's hedging
efforts include accuracy of expenditure estimates, volatility of currency
markets and the cost and availability of hedging instruments. The Company will
continue to evaluate its foreign currency risk, if any, and the effectiveness of
using similar hedges in the future to mitigate such risk.

At June 30, 2004, the Company's assets and liabilities denominated in the
British pound and the euro were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                           BRITISH POUND    EURO
                                                           -------------   -----
<S>                                                        <C>             <C>
Cash and cash equivalents                                       426          301
Accounts receivable                                             671          502
Accounts payable and accrued liabilities                        121        1,945
</TABLE>


B.  Interest Rate Risk

The Company's primary interest rate risk exposure results from the variable
interest rate mechanisms associated with the Company's long-term debt consisting
of a term note payable to the Company's bank, a revolving credit agreement and
industrial development variable rate demand revenue bonds. These interest rate
exposures are managed in part by an interest rate swap agreement to fix the
interest rate of the term note payable to the Company's bank. If interest rates
were to increase 100 basis points (1%) from June 30, 2004 rates, and assuming no
changes in the amounts outstanding under the revolving credit agreement and
industrial development variable rate demand revenue bond, the additional annual
interest expense to the Company would be approximately $0.1 million.

ITEM 4.  CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Chairman and Chief
Executive Officer of the Company and Chief Financial Officer of the Company, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of
the period covered by this report. Based upon that evaluation, the Chairman and
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.

There has been no significant change in our internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or that is reasonably likely to materially affect our
internal control over financial reporting.

PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No change.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS

No change.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


                                       16
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

The following exhibits are filed with this report or are incorporated herby
reference to a prior filing in accordance with Rule 12b-32 under the Securities
and Exchange Act of 1934 (Asterisk denotes exhibits filed with this report.).

<TABLE>
<CAPTION>
   Exhibit No.                          Description
   -----------                          -----------
<S>               <C>
      3.1         Third Amended Articles of Incorporation of SIFCO Industries,
                  Inc., filed as Exhibit 3(a) of the Company's Form 10-Q dated
                  March 31, 2002, and incorporated herein by reference

      3.2         SIFCO Industries, Inc. Amended and Restated Code of
                  Regulations dated January 29, 2002, filed as Exhibit 3(b) of
                  the Company's Form 10-Q dated March 31, 2002, and incorporated
                  herein by reference

      4.1         Amended and Restated Reimbursement Agreement dated April 30,
                  2002 between SIFCO Industries, Inc. and National City Bank,
                  filed as Exhibit 4(a) of the Company's Form 10-Q dated March
                  31, 2002, and incorporated herein by reference

      4.2         Amended and Restated Credit Agreement between SIFCO
                  Industries, Inc. and National City Bank dated April 30, 2002,
                  filed as Exhibit 4(b) of the Company's Form 10-Q dated March
                  31, 2002, and incorporated herein by reference

      4.3         Promissory Note (Term Note) dated April 14, 1998 between SIFCO
                  Industries, Inc. and National City Bank, filed as Exhibit 4(c)
                  of the Company's Form 10-Q dated March 31, 2002, and
                  incorporated herein by reference

      4.4         Loan Agreement Between Hillsborough County Industrial
                  Development Authority and SIFCO Industries, Inc., dated as of
                  May 1, 1998, filed as Exhibit 4(d) of the Company's Form 10-Q
                  dated March 31, 2002, and incorporated herein by reference

      4.5         Consolidated Amendment No. 1 to Amended and Restated
                  Credit Agreement, Amended and Restated Reimbursement Agreement
                  and Promissory Note dated November 26, 2002 between SIFCO
                  Industries, Inc. and National City Bank, filed as Exhibit 4.5
                  of the Company's Form 10-K dated September 30, 2002, and
                  incorporated herein by reference

      4.6         Consolidated Amendment No. 2 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note dated February 13, 2003 between SIFCO
                  Industries, Inc. and National City Bank, filed as Exhibit 4.6
                  of the Company's Form 10-Q dated December 31, 2002, and
                  incorporated herein by reference

      4.7         Consolidated Amendment No. 3 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note dated May 13, 2003 between SIFCO Industries
                  Inc. and National City Bank, filed as Exhibit 4.7 of the
                  Company's Form 10-Q dated March 31, 2003, and incorporated
                  herein by reference

      4.8         Consolidated Amendment No. 4 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note dated July 28, 2003 between SIFCO Industries,
                  Inc. and National City Bank, filed as Exhibit 4.8 of the
                  Company's Form 10-Q dated June 30, 2003 and incorporated
                  herein by reference
</TABLE>

                                       17
<PAGE>
<TABLE>
<S>               <C>
      4.9         Consolidated Amendment No. 5 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note dated November 26, 2003 between SIFCO
                  Industries, Inc. and National City Bank, filed as Exhibit 4.9
                  of the Company's 10-K dated September 30, 2003 and
                  incorporated herein by reference

      4.10        Amendment No. 6 to Amended and Restated Credit Agreement dated
                  March 31, 2004 between SIFCO Industries, Inc. and National
                  City Bank

      4.11        Consolidated Amendment No. 7 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note dated May 14, 2004 between SIFCO Industries,
                  Inc. and National City Bank

      *4.12       Consolidated Amendment No. 8 to Amended and Restated Credit
                  Agreement, Amended and Restated Reimbursement Agreement and
                  Promissory Note effective June 30, 2004 between SIFCO
                  Industries, Inc. and National City Bank

      10.1        1989 Key Employee Stock Option Plan, filed as Exhibit B of the
                  Company's Form S-8 dated January 9, 1990 and incorporated
                  herein by reference

      10.2        Deferred Compensation Program for Directors and Executive
                  Officers (as amended and restated April 26, 1984), filed as
                  Exhibit 10(b) of the Company's Form 10-Q dated March 31, 2002,
                  and incorporated herein by reference

      *10.3       SIFCO Industries, Inc. 1998 Long-term Incentive Plan

      10.4        SIFCO Industries, Inc. 1995 Stock Option Plan, filed as
                  Exhibit 10(d) of the Company's Form 10-Q dated March 31, 2002,
                  and incorporated herein by reference

      10.5        Change in Control Severance Agreement between the Company and
                  Frank Cappello, dated September 28, 2000, filed as Exhibit 10
                  (g) of the Company's Form 10-Q dated December 31, 2000 and
                  incorporated herein by reference

      10.6        Change in Control Severance Agreement between the Company and
                  Hudson Smith, dated September 28, 2000, filed as Exhibit 10
                  (h) of the Company's Form 10-Q dated December 31, 2000 and
                  incorporated herein by reference

      10.7        Change in Control Severance Agreement between the Company and
                  Remigijus Belzinskas, dated September 28, 2000, filed as
                  Exhibit 10 (i) of the Company's Form 10-Q dated December 31,
                  2000 and incorporated herein by reference

      10.8        Change in Control Agreement between the Company and Frank
                  Cappello, dated November 9, 2000, filed as Exhibit 10 (j) of
                  the Company's Form 10-Q dated December 31, 2000 and
                  incorporated herein by reference

      10.9        Change in Control Severance Agreement between the Company and
                  Timothy V. Crean, dated July 30, 2002, filed as Exhibit 10.9
                  of the Company's Form 10-K dated September 30, 2002 and
                  incorporated herein by reference

      10.10       Change in Control Severance Agreement between the Company and
                  Jeffrey P. Gotschall, dated July 30, 2002, filed as Exhibit
                  10.10 of the Company's Form 10-K dated September 30, 2002 and
                  incorporated herein by reference

      10.11       Form of Restricted Stock Agreement, filed as Exhibit 10.11 of
                  the Company's form 10-K dated September 30, 2002, and
                  incorporated herein by reference

      14.1        Code of Ethics, filed as Exhibit 14.1 of the Company's Form
                  10-K dated September 30, 2003 and incorporated herein by
                  reference

      16.1        Letter from Arthur Andersen LLP to the Securities and Exchange
                  Commission dated June 27, 2002, filed as Exhibit 16 of the
                  Company's Form 8-K dated June 27, 2003 and incorporated by
                  reference
</TABLE>


                                       18
<PAGE>
<TABLE>
<S>               <C>
      *31.1       Certification of Chief Executive Officer pursuant to Rule
                  13a-14(a) / 15d-14(a)

      *31.2       Certification of Chief Financial Officer pursuant to Rule
                  13a-14(a) / 15d-14(a)

      *32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350

      *32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350
</TABLE>

(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 2004.



                                       19
<PAGE>
                                   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, thereto duly authorized.



                                          SIFCO Industries, Inc.

                                          (Registrant)



Date:  August 9, 2004                     /s/ Jeffrey P. Gotschall
                                          ------------------------
                                            Jeffrey P. Gotschall
                                            Chairman of the Board and
                                            Chief Executive Officer



Date:  August 9, 2004                     /s/ Frank A. Cappello
                                          ---------------------
                                            Frank A. Cappello
                                            Vice President-Finance and
                                            Chief Financial Officer
                                            (Principal Financial Officer)


                                       20

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>2
<FILENAME>l08678aexv4w12.txt
<DESCRIPTION>EXHIBIT 4.12
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.12

                         CONSOLIDATED AMENDMENT NO. 8 TO

    AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
                          AGREEMENT AND PROMISSORY NOTE


      This Consolidated Amendment No. 8 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "AMENDMENT"), dated as of June 30, 2004, is entered into by and between
SIFCO INDUSTRIES, INC. (the "BORROWER") and NATIONAL CITY BANK (the "BANK") for
the purposes amending and supplementing the documents and instruments referred
to below.

                                   WITNESSETH:

      WHEREAS, Borrower and Bank are parties to an Amended and Restated Credit
Agreement made as of April 30, 2002, as amended from time to time (as amended,
the "CREDIT AGREEMENT" providing for $6,000,000 of revolving credits; all terms
used in the Credit Agreement being used herein with the same meaning); and

      Whereas, Borrower and Bank are parties to an Amended and Restated
Reimbursement Agreement made as of April 30, 2002, as amended from time to time
(as amended, the "REIMBURSEMENT AGREEMENT" pursuant to which a Letter of Credit
was issued in the initial stated amount of $4,225,280; all terms used in the
Reimbursement Agreement being used herein with the same meaning); and

      Whereas, Borrower and Bank are parties to Promissory Note made as of April
14, 1998, as amended from time to time (as amended, the "TERM NOTE" providing
for a $12,000,000 term loan; all terms used in the Term Note being used herein
with the same meaning); and

      Whereas, Borrower and Bank desire to further amend certain provisions of
the Credit Agreement and the Reimbursement Agreement to, among other things, (a)
amend and/or waive certain financial covenants applicable thereto, and (b)
supplement certain of the covenants therein;

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

SECTION I - AMENDMENTS TO CREDIT AGREEMENT

      A.    Section 5A of the Credit Agreement is hereby amended by adding the
            following new Event of Default as subsection 5A.07 thereto:

                  5A.07 If Borrower shall not receive an amount of at least
                  $4,000,000 in cash from its subsidiary, SIFCO Irish Holdings,
                  Ltd., on or before November 1, 2004 and if such amount is not
                  either used to pay down the principal of the Term Note or
                  deposited into an account with Bank, subject to a security
                  agreement in form and substance satisfactory to Bank, to
                  secure payment of the Term Note.

SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT

      A.    The Expiration Date of the Letter of Credit is hereby extended from
            May 16, 2005 to September 30, 2005.

SECTION III - AMENDMENTS TO TERM NOTE

      A.    The maturity date of the Term Note is hereby extended from May 1,
            2005 to September 30, 2005. Borrower shall continue to make
            principal payments in the amount of Three Hundred Thousand and
            00/100ths Dollars ($300,000.00) on the first day of each February,
            May, August and November hereafter, with the final installment due
            on September 30, 2005 to be in the amount of the remaining
            outstanding principal of the Term Note.


                                       1
<PAGE>
SECTION IV - REPRESENTATIONS AND WARRANTIES

      Borrower hereby represents and warrants to Bank, to the best of Borrower's
knowledge, that

            (A) none of the representations and warranties made in the Credit
            Agreement, the Reimbursement Agreement or the Promissory Note
            (collectively, the "Loan Documents") has ceased to be true and
            complete in any material respect as of the date hereof; and

            (B) as of the date hereof no "Default" has occurred that is
            continuing under the Loan Documents.

SECTION V - ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS

      Borrower acknowledges and agrees that, as of the date hereof, all of
Borrower's outstanding loan obligations to Bank are owed without any offset,
deduction, defense, claim or counterclaim of any nature whatsoever. Borrower
authorizes Bank to share all credit and financial information relating to
Borrower with each of Bank's parent company and with any subsidiary or affiliate
company of such Bank or of such Bank's parent company.

SECTION VI - REFERENCES

      On and after the effective date of this Amendment, each reference in the
Credit Agreement, the Reimbursement Agreement or the Term Note to "this
Agreement", "hereunder", "hereof", or words of like import referring to the
Credit Agreement, Reimbursement Agreement or Term Note shall mean and refer to
the Credit Agreement, Reimbursement Agreement and Term Note as amended hereby.
The Loan Documents, as amended by this Amendment, are and shall continue to be
in full force and effect and are hereby ratified and confirmed in all respects.
To the extent any amendment set forth in any previous amendment is omitted from
this Amendment, the same shall be deemed eliminated as between Borrower and the
other parties hereto as of the date hereof. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Bank under the Loan Documents or constitute a waiver of any
provision of the Loan documents except as specifically set forth herein.

SECTION VII - COUNTERPARTS AND GOVERNING LAW

      This Amendment may be executed in any number of counterparts, each
counterpart to be executed by one or more of the parties but, when taken
together, all counterparts shall constitute one agreement. This Amendment, and
the respective rights and obligations of the parties hereto, shall be construed
in accordance with and governed by Ohio law.

      IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment
to be executed by their authorized officers as of the date and year first above
written.


SIFCO INDUSTRIES, INC.                      NATIONAL CITY BANK


/s/ Frank A. Cappello                       /s/  Denise Jakubovic
- -------------------------------------       ------------------------------------
    Frank A. Cappelo                             Denise Jakubovic
    Vice President-Finance and                   Corporate Banking Officer
    Chief Financial Officer                      Corporate Banking


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>l08678aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                             SIFCO INDUSTRIES, INC.
                          1998 LONG-TERM INCENTIVE PLAN


1. PURPOSES

      The purposes of the SIFCO Industries, Inc. 1998 Long-Term Incentive Plan
      (the "Plan") are to promote the long-term growth and performance of SIFCO
      Industries, Inc. and its subsidiaries by providing an opportunity for
      employees of SIFCO Industries, Inc. and its subsidiaries (collectively,
      the "Company") to participate through share ownership in the long-term
      growth and success of the Company, enhancing the Company's ability to
      attract and retain persons with desired abilities, providing additional
      incentives for such persons and furthering the identity of interests of
      employees and shareholders of the Company.

2. DEFINITIONS

      (a)   "Award" means any form of stock option, stock appreciation right,
            restricted shares, share or share-based award or performance share
            granted to a Participant under the Plan.

      (b)   "Award Agreement" means a written agreement between the Company and
            a Participant setting forth the terms, conditions and limitations
            applicable to an Award.

      (c)   "Board" means the Board of Directors of SIFCO Industries, Inc.

      (d)   "Code" means the Internal Revenue Code of 1986, as amended from time
            to time.

      (e)   "Committee" means the Compensation and Stock Option Committee of the
            Board, or such other committee of the Board that is designated by
            the Board to administer the Plan, provided that the Committee shall
            be constituted so as to satisfy any applicable legal requirements,
            including the requirements of Rule 16b-3 promulgated under the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            and Section 162(m) of the Code or any respective successor rule.

      (f)   "Fair Market Value" means the closing price of Shares as reported on
            the American Stock Exchange for the date in question, provided that
            if no sales of Shares were made on the American Stock Exchange on
            that date, the closing price of Shares as reported on the American
            Stock Exchange for the preceding day on which sales of Shares were
            made on the American Stock Exchange shall be used.

      (g)   "Participant" means any employee of the Company or its direct or
            indirect subsidiaries or any other person whose selection the
            Committee determines to be in the best interests of the Company, to
            whom an Award is made under the Plan.

      (h)   "Shares" means the common stock, par value $1.00 per share, of the
            Company.

3. SHARES AVAILABLE FOR AWARDS

      Subject to adjustment as provided in Section 11 below, the aggregate
      number of Shares which may be awarded under the Plan in each fiscal year
      of the Company shall be one and one half percent (1.5%) of the total
      outstanding Shares as of September 30, 1998 up to a maximum of five
      percent (5%) of such total outstanding Shares. Shares issuable under the
      Plan may consist of authorized and unissued Shares or treasury Shares.

      Any Shares issued by the Company through the assumption or substitution of
      outstanding grants previously made by an acquired corporation or entity
      shall not reduce the Shares available for Awards under the Plan. If any
      Shares subject to any Award granted under the Plan are forfeited or if
      such Award otherwise terminates without the issuance of such Shares or
      payment of other consideration in lieu of such Shares, the Shares subject
      to such Award, to the extent of any such forfeiture or termination, shall
      again be available for grant under the Plan as if such Shares had not been
      subject to an Award.


                                       1
<PAGE>
4. ADMINISTRATION

      The Plan shall be administered by the Committee, which shall have full
      power and authority to interpret the Plan, to grant waivers of Plan
      restrictions and to adopt such rules, regulations and policies for
      carrying out the Plan as it may deem necessary or proper in order to
      further the purposes of the Plan. In particular, the committee shall have
      the authority to (i) select Participants to receive Awards, (ii) determine
      the number and type of Awards to be granted, (iii) determine the terms and
      conditions, not inconsistent with the terms hereof, of any Award grants,
      (iv) interpret the terms and provisions of the Plan and any Award grants,
      (v) prescribe the form of any agreement or instrument executed in
      connection with any Award, and (vi) establish, amend and rescind such
      rules, regulations and policies for the administration of the Plan as it
      may deem advisable from time to time.

5. AWARDS

      The Committee shall determine the type(s) of Award(s) to be made to each
      Participant and shall set forth in the related Award Agreement the terms,
      conditions and limitations applicable to each Award. Awards may include
      but are not limited to those listed in this Section 5. Awards may be made
      singly, in combination, in tandem or in exchange for a previously granted
      Award, and also may be made in combination or in tandem with, in
      replacement of, or as alternatives to, grants or rights under any other
      employee plan of the Company, including the plan of any acquired entity.

      (a)   Stock Options. Awards may be made in the form of stock options,
            which may be incentive stock options within the meaning of Section
            422 of the Code or non-statutory stock options not intended to
            qualify under Section 422 of the Code. Incentive stock options may
            be granted only to employees. The aggregate Fair Market Value
            (determined at the time the option is granted) of Shares as to which
            incentive stock options are exercisable for the first time by a
            Participant during any calendar year (under the Plan and any other
            plan of the Company) shall not exceed $100,000 (or such other limit
            as may be required by the Code from time to time). The exercise
            price of stock options granted under the Plan shall be not less than
            100% of Fair Market Value on the date of the grant. A stock option
            granted under the Plan shall be exercisable in whole or in such
            installments and at such times and upon such terms as may be
            determined by the Committee, provided that no stock option shall be
            exercisable more than ten years after the date of grant. A
            participant may pay the exercise price of a stock option in cash,
            Shares or a combination of cash and Shares. The Committee shall
            establish appropriate procedures for accepting Shares in payment of
            the exercise price of a stock option and may impose such conditions
            as it deems appropriate on such use of Shares.

      (b)   Stock Appreciation Rights. Awards may be granted in the form of
            stock appreciation rights ("SARs"). SARs shall entitle the recipient
            to receive a payment, in cash or Shares, equal to the appreciation
            in market value of a stated number of Shares from the price stated
            in the Award Agreement to the Fair Market Value on the date of
            exercise or surrender. SARs may be granted either separately or in
            conjunction with other Awards granted under the Plan. Any SAR
            related to a non-statutory stock option may be granted at the same
            time such option is granted or any time thereafter before exercise
            or expiration of such option. Any SAR related to an incentive stock
            option must be granted at the same time such option is granted. Any
            SAR related to an option shall be exercisable only to the extent the
            related option is exercisable. In the case of any SAR related to any
            option, the SAR or applicable portion thereof shall terminate and no
            longer be exercisable upon the termination or exercise of the
            related option. Similarly, upon exercise of an SAR as to some or all
            of the Shares covered by a related option, the related option shall
            be canceled automatically to the extent of the SARs exercised, and
            such Shares shall not thereafter be eligible for grant. The
            Committee may impose such conditions or restrictions upon the
            exercise of any SAR as it shall deem appropriate.

      (c)   Restricted Shares. Awards may be granted in the form of restricted
            Shares in such numbers and at such times as the Committee shall
            determine. Awards to restricted Shares shall be subject to such
            terms, conditions or restrictions as the Committee deems appropriate
            including, but not limited to restrictions on transferability,
            requirements of continued employment, individual performance or
            financial performance of the Company. The period of vesting and
            forfeiture restrictions shall be established by the Committee at the
            time of grant, except that no restriction period shall be less than
            12 months. During the period in which any restricted Shares are
            subject to forfeiture restrictions, the Committee may, in its
            discretion, grant to the Participant to whom such restricted Shares
            have been awarded, all or any of the rights of a shareholder with
            respect to such restricted Shares, including the right to vote such
            Shares and to receive dividends with respect to such Shares.

      (d)   Performance Shares. Awards may be made in the form of Shares that
            are earned only after the attainment of predetermined performance
            targets as established by the Committee at the time an Award is made
            ("Performance Shares"). A performance target shall be based upon one
            or any combination of the following: (i)


                                       2
<PAGE>
            revenues of the Company; (ii) operating income of the Company; (iii)
            net income of the Company; (iv) earnings per Share; (v) the
            Company's return on equity; (i) cash flow of the Company; (vii)
            Company shareholder total return; (viii) return on assets; (ix)
            return on investment; (x) asset turnover; (xi) liquidity; (xii)
            capitalization; (xiii) stock price; (xiv) expenses; (xv) operating
            profit and margin;(xvi) retained earnings; (xvii) market share;
            (xviii) sales to targeted customers; (xix) customer satisfaction;
            (xx) quality measures; (xxi) productivity; (xxii) safety measures;
            or (xxiii) educational and technical skills of employees.
            Performance targets may also be based on the attainment of levels of
            performance of the Company and/or any of its affiliates or divisions
            under one or more of the measures described above relative to the
            performance of other businesses. The Committee shall be permitted to
            make adjustments when determining the attainment of a performance
            target to reflect extraordinary or nonrecurring items or events, or
            unusual nonrecurring gains or losses identified in the Company's
            financial statements, as long as any such adjustments are made in a
            manner consistent with Section 162(m) of the Code to the extent
            applicable. Awards of Performance Shares made to Participants
            subject to Section 162(m) of the Code are intended to qualify under
            Section 162(m) and provisions of such Awards shall be interpreted in
            a manner consistent with that intent to the extent appropriate. The
            foregoing provisions of this Section 5(d) also shall be applicable
            to Awards of restricted Shares made under Section 5(c) to the extent
            such Awards of restricted Shares are subject to the financial
            performance of the Company. At the end of the applicable performance
            period, Performance Shares shall be converted into Shares (or cash
            or a combination of Shares and cash, as set forth in the Award
            Agreement) and distributed to Participants based upon the applicable
            performance entitlement. Award payments made in cash rather than the
            issuance of Shares shall not, by reason of such payment in cash,
            result in additional Shares being available under the Plan.

      (e)   Stock Awards. Awards may be made in Shares or on a basis valued in
            whole or in part by reference to, or otherwise based upon, Shares.
            Share awards shall be subject to conditions established by the
            Committee and set forth in the Award Agreement.

6. PAYMENT OF AWARDS; DEFERRALS

      Payment of Awards may be made in the form of Shares, cash or a combination
      of Shares and cash and may include such restrictions as the Committee
      shall determine, including restrictions on transfer and forfeiture
      provisions. With Committee approval, payments may be deferred, either in
      the form of installments or a future lump sum payment. The Committee may
      permit Participants to elect to defer payments of some or all types of
      Awards in accordance with procedures established by the Committee to
      assure that such deferrals comply with applicable requirements of the Code
      including the capability to make further deferrals for payment after
      retirement. The Committee may also establish rules and procedures for the
      crediting of interest on deferred cash payments and dividend equivalents
      for deferred payments denominated in Shares.

7. TAX WITHHOLDING

      The Company shall have the authority to withhold, or to require a
      Participant to remit to the Company, prior to issuance or delivery of any
      Shares or cash relating to an Award made under the Plan, an amount
      sufficient to satisfy federal, state and local tax withholding
      requirements associated with any Award. In addition, the Company may, in
      its sole discretion, permit a Participant to satisfy any tax withholding
      requirements, in whole or in part, by (i) delivering to the Company Shares
      held by such Participant having a Fair Market Value equal to the amount of
      the tax or (ii) directing the Company to retain Shares having such Fair
      Market Value and otherwise issuable to the Participant under the plan.

8. TERMINATION OF EMPLOYMENT

      If the employment of a Participant terminates for any reason, all
      unexercised, deferred and unpaid Awards shall be exercisable or paid in
      accordance with the applicable Award Agreement, which may provide that the
      Committee may authorize, as it deems appropriate, the acceleration and/or
      continuation of all or any part of Awards granted prior to such
      termination.

9. NONASSIGNABILITY

      Except as may be otherwise provided in the relevant Award Agreement, no
      Award or any benefit under the Plan shall be assignable or transferable,
      or payable to or exercisable by, anyone other than the Participant to whom
      it was granted.

10.  CHANGE IN CONTROL

      (a)   In the event of a Change in Control (as defined below) of the
            Company, and except as the Board may expressly provide otherwise,
            (i) all stock options or SARs then outstanding shall become fully
            exercisable as of the date of the Change in Control, whether or not
            then otherwise exercisable, (ii) all restrictions and conditions of
            all


                                       3
<PAGE>
            Awards of restricted Shares then outstanding shall be deemed
            satisfied as of the date of the Change in Control, and (iii) all
            Awards of Performance Shares shall be deemed to have been fully
            earned as of the date of the Change in Control.

      (b)   A "Change in Control" of the Company shall have occurred when any of
            the following events shall occur:

                  (i)   The Company is merged, consolidated or reorganized into
                        or with another corporation or other legal person, and
                        immediately after such merger, consolidation or
                        reorganization less than a majority of the combined
                        voting power of the then-outstanding securities of such
                        corporation or person immediately after such transaction
                        are held in the aggregate by the holders of Voting Stock
                        (as that term is hereafter defined) of the Company
                        immediately prior to such transaction;

                  (ii)  The Company sells all or substantially all of its assets
                        to any other corporation or other legal person, less
                        than a majority of the combined voting power of the
                        then-outstanding securities of such corporation or
                        person immediately after such sale are held in the
                        aggregate by the holders of Voting Stock of the Company
                        immediately prior to such sale;

                  (iii) There is a report filed or required to be filed on
                        Schedule 13D or Schedule 14D-1 (or any successor
                        schedule, form or report), each as promulgated pursuant
                        to the Exchange Act, disclosing that any person (as the
                        term "person" is used in Section 13(d)(3) or Section
                        14(d)(2) of the Exchange Act) has become the beneficial
                        owner (as the term "beneficial owner", is defined under
                        Rule 13d-3 or any successor rule or regulation
                        promulgated under the Exchange Act) of securities
                        representing 20% or more of the combined voting power of
                        the then-outstanding securities entitled to vote
                        generally in the election of directors of the Company
                        ("Voting Stock");

                  (iv)  The Company files a report or proxy statement with the
                        Securities and Exchange Commission pursuant to the
                        Exchange Act disclosing in response to Form 8-K or
                        Schedule 14A (or any successor schedule, form or report
                        or item herein) that a change in control of the Company
                        has or may have occurred or will or may occur in the
                        future pursuant to any then-existing contract or
                        transaction; or

                  (v)   If during any period of two consecutive years,
                        individuals who at the beginning of any such period
                        constitute the Directors of the Company cease for any
                        reason to constitute at least a majority thereof,
                        provided, however, that for purpose of this clause (v),
                        each Director who is first elected, or first nominated
                        for election by the Company's shareholders by a vote of
                        at least two-thirds of the Directors of the Company (or
                        a committee thereof) then still in office who were
                        Directors of the Company at the beginning of any such
                        period will be deemed to have been a Director of the
                        Company at the beginning of such period.

      Notwithstanding the foregoing provisions of Section 10 (b)(iii) or (iv)
      hereof, unless otherwise determined in a specific case by majority vote of
      the Board, a "Change in Control" shall not be deemed to have occurred for
      purposes of the Plan solely because (i) the Company, (ii) an entity in
      which the Company directly or indirectly beneficially owns 50% or more of
      the voting securities or interest, or (iii) any Company-sponsored employee
      stock ownership plan or any other employee benefit plan of the Company,
      either files or becomes obligated to file a report or a proxy statement
      under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
      14A (or any successor schedule, form or report or item herein) under the
      Exchange Act, disclosing beneficial ownership by it of shares of Voting
      Stock, whether in excess of 20% or otherwise, or because the Company
      reports that a change in control of the Company has or may have occurred
      or will or may occur in the future by reason of such beneficial ownership.

11. ADJUSTMENTS UPON CHANGES OF CAPITALIZATION

      In the event of any change in the outstanding Shares by reason of a
      reorganization, recapitalization, stock split, stock dividend, combination
      or exchange of shares, merger, consolidation or any change in the
      corporate structure or Shares of the Company, the number of Shares as to
      which Awards may be granted under the Plan, including limitations relating
      to incentive stock option Awards and maximum Awards to individual
      Participants, the number of Shares issuable pursuant to then outstanding
      Awards, and/or, if appropriate, the prices of Shares related to
      outstanding Awards, shall be appropriately and proportionately adjusted.


                                       4
<PAGE>
12. RIGHTS OF EMPLOYEES

      Nothing in the Plan shall interfere with or limit in any way the right of
      the Company or any subsidiary to terminate any Participant's employment at
      any time, nor confer upon any Participant any right to continued
      employment with the Company or any subsidiary.

13. AMENDMENTS, SUSPENSION OR TERMINATION OF PLAN AND AWARDS

      The Board may amend, suspend or terminate the Plan at any time, provided
      that no such action shall be taken that would impair the rights under an
      outstanding Award without the Participant's consent.

      The Board may amend the terms of any outstanding Award, prospectively or
      retroactively, but no such amendment shall impair the rights of any
      Participant without the Participant's consent and no such amendment shall
      have the effect, with respect to any employee subject to Section 162(m) of
      the Code, of increasing the amount of any Award from the amount that would
      otherwise be payable pursuant to the formula and/or goals previously
      established for such Participant.

14. GOVERNING LAW

      The Plan, together with all determinations and actions made or taken in
      connection therewith, to the extent not otherwise governed by the Code or
      other laws of the United States, shall be governed by the laws of the
      State of Ohio.

15. EFFECTIVE AND TERMINATION DATES

      The Plan shall become effective on the date it is approved by the
      shareholders of the Company. The Plan shall continue in effect for a
      period of five (5) years from its effective date unless sooner terminated
      by the Board, at which time all outstanding Awards shall remain
      outstanding in accordance with their applicable terms and conditions.


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>l08678aexv31w1.txt
<DESCRIPTION>EXHBIT 31.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                           RULE 13A-14(A) / 15D-14(A)


I, Jeffrey P. Gotschall, certify that:

      1.    I have read this Quarterly Report on Form 10-Q of SIFCO Industries,
            Inc.

      2.    Based on my knowledge, this quarterly 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 quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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 quarterly report;

      4.    The registrant's other certifying officers 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)) for the
            registrant and have:

                  a.    designed such disclosure controls and procedures, or
                        caused such internal controls and procedures to be
                        designated 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 quarterly report is
                        being prepared; and

                  b.    paragraph omitted pursuant to SEC Release Nos. 33-8238
                        and 34-47986; and

                  c.    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

                  d.    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

      5.    The registrant's other certifying officers 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 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.




Date: August 9, 2004                        /s/ Jeffrey P. Gotschall
                                            -----------------------------------
                                            Jeffrey P. Gotschall
                                            Chairman of the Board and
                                            Chief Executive Officer


                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>l08678aexv31w2.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                           RULE 13A-14(A) / 15D-14(A)


I, Frank A. Cappello, certify that:

      1.    I have read this Quarterly Report on Form 10-Q of SIFCO Industries,
            Inc.

      2.    Based on my knowledge, this quarterly 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 quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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 quarterly report;

      4.    The registrant's other certifying officers 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)) for the
            registrant and have:

                  a.    designed such disclosure controls and procedures, or
                        caused such internal controls and procedures to be
                        designated 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 quarterly report is
                        being prepared; and

                  b.    paragraph omitted pursuant to SEC Release Nos. 33-8238
                        and 34-47986; and

                  c.    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

                  d.    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

      5.    The registrant's other certifying officers 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 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.




Date:  August 9, 2004                         /s/ Frank A. Cappello
                                              ---------------------------------
                                              Frank A. Cappello
                                              Vice President - Finance and
                                              Chief Financial Officer


                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>l08678aexv32w1.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350


In connection with the Quarterly Report of SIFCO Industries, Inc. ("Company") on
Form 10-Q for the quarter ended June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof ("Report"), I, Jeffrey P. Gotschall,
Chairman of the Board and Chief Executive Officer of the Company, certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.



                                          /s/  Jeffrey P. Gotschall
                                          --------------------------------------
                                               Jeffrey P. Gotschall
                                               Chairman of the Board and
                                               Chief Executive Officer
                                               August 9, 2004


This certification accompanies this Report on Form 10-Q pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by SIFCO Industries, Inc. for purposes of Section
18 of the Securities Exchange Act of 193, as amended (the "Exchange Act"). Such
certification will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that SIFCO Industries, Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been
provided to SIFCO Industries, Inc. and will be retained by SIFCO Industries,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.


                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>l08678aexv32w2.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350


In connection with the Quarterly Report of SIFCO Industries, Inc. ("Company") on
Form 10-Q for the quarter ended June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof ("Report"), I, Frank A. Cappello, Vice
President - Finance and Chief Financial Officer of the Company, certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.




                                          /s/  Frank A. Cappello
                                          --------------------------------------
                                               Frank A. Cappello
                                               Vice President - Finance and
                                               Chief Financial Officer
                                               August 9, 2004


This certification accompanies this Report on Form 10-Q pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by SIFCO Industries, Inc. for purposes of Section
18 of the Securities Exchange Act of 193, as amended (the "Exchange Act"). Such
certification will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that SIFCO Industries, Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been
provided to SIFCO Industries, Inc. and will be retained by SIFCO Industries,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.


                                       1

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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