<SUBMISSION>
<ACCESSION-NUMBER>0000027425-03-000025
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20021201
<FILING-DATE>20030115
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMCAST INDUSTRIAL CORP
<CIK>0000027425
<ASSIGNED-SIC>3490
<IRS-NUMBER>310258080
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-09967
<FILM-NUMBER>03514361
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7887 WASHINGTON VILLAGE DR
<CITY>DAYTON
<STATE>OH
<ZIP>45459
<PHONE>9372917000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7887 WASHINGTON VILLAGE DRIVE
<CITY>DAYTON
<STATE>OH
<ZIP>45459
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DAYTON MALLEABLE IRON CO
<DATE-CHANGED>19741216
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DAYTON MALLEABLE INC
<DATE-CHANGED>19831219
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q.txt
<DESCRIPTION>1ST QUARTER FISCAL 2003 10-Q
<TEXT>





                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM 10-Q


          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



  For the quarter ended December 1, 2002      Commission File Number 1-9967




              A M C A S T  I N D U S T R I A L  C O R P O R A T I O N
              -------------------------------------------------------
               (Exact name of registrant as specified in its charter)



              Ohio                                         31-0258080
---------------------------------                        -----------------
    (State of Incorporation)                             (I.R.S. Employer
                                                         Identification No.)

7887 Washington Village Drive, Dayton, Ohio                45459
-----------------------------------------------          ----------
(Address of principal executive offices)                 (Zip Code)



                                 (937) 291-7000
         ---------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section  13 and  15(d) of the  Securities  Exchange  Act of 1934
during the  preceding  twelve  months,  and (2) has been  subject to such filing
requirements for the past 90 days.

     Yes         X                                       No
                -----                                            ----

Number of Common  Shares  outstanding,  no par value,  as of  December 1, 2002 -
8,755,885 shares.

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                               REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED DECEMBER 1, 2002

                                    I N D E X




PART I - FINANCIAL INFORMATION                                             PAGE
                                                                           -----

      Item 1  -  Financial Statements:

                 Consolidated Condensed Balance Sheets -                      3
                 December 1, 2002 and August 31, 2002

                 Consolidated Condensed Statements of Operations -            4
                 for the Three Months Ended December 1, 2002
                 and December 2, 2001

                 Consolidated Condensed Statements of Retained Earnings -     4
                 for the Three Months Ended December 1, 2002
                 and December 2, 2001

                 Consolidated Condensed Statements of Cash Flows -            5
                 for the Three Months Ended December 1, 2002
                 and December 2, 2001

                 Notes to Consolidated Condensed Financial Statements      6-13

      Item 2  -  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                      14-20

       Item 3 - Quantitative and Qualitative Disclosures about Market Risk   21

       Item 4 - Controls and Procedures                                      21

PART II - OTHER INFORMATION

      Item 4 - Submission of Matters to a Vote of Security Holders           22

      Item 6 - Exhibits and Reports on Form 8-K                              22

SIGNATURES                                                                   23

CERTIFICATIONS                                                            24-25






<PAGE>

PART I - FINANCIAL INFORMATION

                          AMCAST INDUSTRIAL CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                ($ in thousands)
                                   (Unaudited)
                                                          December 1  August 31
                                                             2002       2002
                                                           ---------  ---------
ASSETS

Current Assets
     Cash and cash equivalents                             $ 12,566    $ 19,158
     Accounts receivable                                     66,225      70,941
     Inventories                                             48,671      51,983
     Other current assets                                    10,826       4,834
                                                           ---------  ---------
Total Current Assets                                        138,288     146,916

Property, Plant, and Equipment                              477,230     473,324
     Less accumulated depreciation                         (244,028)   (235,368)
                                                           ---------  ---------
Net Property, Plant, and Equipment                          233,202     237,956

Goodwill                                                          -      47,000
Other Assets                                                 17,094      18,338
                                                           ---------  ---------
Total Assets                                               $388,584   $ 450,210
                                                           =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
     Short-term debt                                        $ 6,047     $ 8,212
     Current portion of long-term debt                      183,965      11,846
     Accounts payable                                        76,106      74,281
     Accrued expenses                                        40,134      42,069
                                                           ---------  ---------
Total Current Liabilities                                   306,252     136,408

Long-Term Debt (less current portion)                         1,395     178,647
Deferred Income Taxes                                        12,766      12,658
Deferred Liabilities                                         30,480      31,152

Shareholders' Equity
     Preferred shares, without par value
        Authorized - 1,000,000 shares; Issued - None              -           -
     Common shares, at stated value
        Authorized - 15,000,000 shares
        Issued - 9,227,600 shares                             9,228       9,228
     Capital in excess of stated value                       72,756      72,756
     Accumulated other comprehensive losses                  (9,904)     (9,775)
     (Accumulated deficit) retained earnings                (28,855)     25,530
     Cost of 471,715 and 545,089 common shares in treasury   (5,534)     (6,394)
                                                           ---------  ---------
Total Shareholders' Equity                                   37,691      91,345

                                                           ---------  ---------
Total Liabilities and Shareholders' Equity                 $388,584   $ 450,210
                                                           =========  =========
See notes to consolidated condensed financial statements

                                       3
<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                    ($ in thousands except per share amounts)
                                   (unaudited)

                                                         Three Months Ended
                                                      -------------------------
                                                      December 1     December 2
                                                         2002           2001
                                                       ---------      ---------
Consolidated Condensed Statements of Operations

Net Sales                                              $ 155,756      $ 135,180
Cost of sales                                            146,006        124,628
                                                       ----------     ----------
Gross Profit                                               9,750         10,552
Selling, general and, administrative expenses             13,439         13,655
                                                       ----------     ----------
Operating Income (Loss)                                   (3,689)        (3,103)
Other (income) expense                                       (56)          (499)
Interest expense                                           4,301          4,794
                                                       ----------     ----------
Income (Loss) before Income Taxes and
  Cumulative Effect of Accounting Change                  (7,934)        (7,398)
Income tax benefit                                          (742)        (1,875)
                                                       ----------     ----------
Income (Loss) before Cumulative Effect
  of Accounting Change                                    (7,192)        (5,523)
Cumulative effect of accounting change
  net of tax of $464                                     (46,536)             -
                                                       ----------     ----------
Net Income (Loss)                                      $ (53,728)      $ (5,523)
                                                       ==========     ==========
Consolidated Condensed Statements of Retained Earnings

Beginning Retained Earnings                             $ 25,530       $ 47,403
Net (loss) income                                        (53,728)        (5,523)
Treasury shares issued                                      (657)             -
                                                       ----------     ----------
Ending Retained Earnings/(Deficit)                     $ (28,855)      $ 41,880
                                                       ==========     ==========

Basic earnings (loss) per share before cumulative
  effect of accounting change                            $ (0.83)       $ (0.64)
                                                       ==========     ==========

Basic earnings (loss) per share                          $ (6.16)       $ (0.64)
                                                       ==========     ==========

Diluted earnings (loss) per share before cumulative
  effect of accounting change                            $ (0.83)       $ (0.64)
                                                       ==========     ==========

Diluted earnings (loss) per share                        $ (6.16)       $ (0.64)
                                                       ==========     ==========

Dividends declared per share                             $     -        $     -
                                                       ==========     ==========

Dividends paid per share                                 $     -        $     -
                                                       ==========     ==========

See notes to consolidated condensed financial statements

                                       4

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                      Three Months Ended
                                                   December 1     December 2
                                                      2002           2001
                                                    ---------       ---------
Operating Activities
     Net loss                                      $ (53,728)      $ (5,523)
     Depreciation and amortization                     8,850          9,226
     Cumulative effect of accounting change           46,536              -
     Issuance of treasury shares                         203              -
     (Gain) loss on asset disposition                     (5)            65
     Deferred liabilities                               (188)          (653)
     Changes in assets and liabilities
        Restricted cash                               (6,000)             -
        Accounts receivable                            5,014           (642)
        Inventories                                    3,536          8,149
        Other current assets                           1,080          2,166
        Accounts payable                               1,417         (3,449)
        Accrued liabilities                           (2,080)        (1,241)
        Other                                             93           (820)
                                                    ---------       ---------
Net Cash Provided by Operations                        4,728          7,278

Investing Activities
     Additions of property, plant, and equipment      (3,786)        (7,343)
     Other                                               534           (805)
                                                    ---------       ---------
Net Cash Used by Investing Activities                 (3,252)        (8,148)

Financing Activities
     Additions to long-term debt                         400          1,400
     Reduction in long-term debt                      (4,381)        (7,656)
     Short-term borrowings                            (2,203)           401
                                                    ---------       ---------
Net Cash Used by Financing Activities                 (6,184)        (5,855)

Effect of exchange rate changes on cash               (1,884)             2
                                                    ---------       ---------
Net change in cash and cash equivalents               (6,592)        (6,723)

Cash and cash equivalents at beginning of period      19,158         14,981
                                                    ---------       ---------
Cash and Cash Equivalents at End of Period          $ 12,566        $ 8,258
                                                    =========       =========

See notes to consolidated condensed financial statements

                                       5

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)



Nature of Operations

Amcast Industrial Corporation is a leading manufacturer of  technology-intensive
metal products.  Its two business segments are Flow Control Products,  a leading
supplier  of copper  and brass  fittings  for the  industrial,  commercial,  and
residential  construction markets, and Engineered Components, a leading supplier
of aluminum  wheels and aluminum  components for automotive  original  equipment
manufacturers  in North  America as well as a leading  supplier  of  light-alloy
wheels  for  automotive   original   equipment   manufacturers  and  aftermarket
applications in Europe.

Preparation of Financial Statements

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of  Amcast  Industrial   Corporation  and  its  domestic  and  foreign
subsidiaries  (the Company).  Intercompany  accounts and transactions  have been
eliminated.  The consolidated  condensed financial  statements are unaudited and
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required for complete annual financial  statements and
should be read in conjunction with the Company's audited consolidated  financial
statements  and  footnotes  for the year ended  August 31, 2002  included in the
Company's  Annual  Report  on Form  10-K.  In the  opinion  of  management,  all
adjustments,  including  normally  recurring  accruals,  necessary  for  a  fair
presentation have been included,  however interim financial  reporting  requires
management  to make  estimates and  assumptions  that affect  amounts  reported.
Actual results could differ from those estimates.

Restricted Cash

As of December 1, 2002,  the Company had $7,067 of cash that was  classified  as
restricted  cash. Of this amount,  $6,000 is required  under the Company's  debt
agreements,  excluding  CTC, with its bank group and senior note  holders.  This
cash reserve is  segregated  to ensure the payment of principal  and interest on
the Company's bank credit facilities, senior notes and LIFO credit agreement. An
additional  $1,067 of cash has been  restricted  per CTC's loan agreement on its
revolver and term loans. This cash reserve has restrictions and purposes similar
to the other  cash  reserve.  In the first  quarter of fiscal  2003,  all of the
restricted  cash has been  classified  in the other current asset section of the
balance sheet.  As of August 31, 2002, the Company had $1,067 in restricted cash
related to its CTC debt that was classified as a non-current asset.


                                       6

<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)


Inventory

The major components of inventory are as follows:

                                        December 1           August 31
                                           2002                2002
                                        ----------          ----------
Finished products                        $ 25,282            $ 28,461
Work in process                            12,897              12,466
Raw materials and supplies                 15,729              16,293
                                        ----------          ----------
                                           53,908              57,220
Less amount to reduce certain
      inventories to LIFO value            (5,237)             (5,237)
                                        ----------          ----------
Total Inventory                          $ 48,671            $ 51,983
                                        ==========          ==========




Property, Plant, and Equipment

The major components of property, plant, and equipment are as follows:

                                           December 1             August 31
                                              2002                  2002
                                           ----------            ----------
Land and buildings                           $82,360              $ 81,396
Machinery and equipment                      382,810               380,979
Construction in progress                      12,060                10,949
                                           ----------            ----------
                                             477,230               473,324
Accumulated depreciation                    (244,028)             (235,368)
                                           ----------            ----------
Net property, plant, and equipment         $ 233,202             $ 237,956
                                           ==========            ==========

Depreciation  expense  was $8,746 and $8,782 for the three month  periods  ended
December 1, 2002 and December 2, 2001, respectively.



                                       7

<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Long-Term Debt

The following table summarizes the Company's long-term borrowings:

                                             December 1           August 31
                                                2002                 2002
                                              ----------          ----------
Bank Group and Senior Note Holder Debt:
  LIFO credit facility                         $ 15,000             $ 15,000
  Senior Notes                                   46,043               46,763
  Revolving credit notes                        101,105              103,880
  Lines of credit                                12,915               13,149
CTC Debt:
  Term loan                                       5,106                5,856
  Revolving credit note                           2,900                3,100
Other debt                                        2,291                2,745
                                              ----------          ----------
                                                185,360              190,493
Less current portion                            183,965               11,846
                                              ----------          ----------
Long-Term Debt                                  $ 1,395            $ 178,647
                                              ==========          ==========


The bank group,  senior note holder, and CTC debt are classified as current debt
because the bank group and CTC debt mature in September 2003 and the senior note
holder debt matures in November  2003. The bank group,  senior note holder,  and
CTC debt contains a provision  that requires the Company to refinance the credit
facilities of the bank group and senior note holder debt by September 2003.

                                       8


<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Earnings (Loss) Per Share

The following table reflects the calculations for basic and diluted earnings per
share for the  three-month  periods ended December 1, 2002 and December 2, 2001,
respectively:

                                                       Three Months Ended
                                                  -----------------------------
                                                  December 1        December 2
                                                     2002              2001
                                                  ----------        -----------
Net income (loss) before cumulative
    effect of accounting change                    $ (7,192)           $(5,523)
                                                   =========           ========

Net income (loss)                                  $(53,728)           $(5,523)
                                                   =========           ========
Basic Earnings per Share:
Basic shares                                          8,717              8,577
                                                   =========           ========

Net income (loss) before cumulative
    effect of accounting change                     $ (0.83)           $ (0.64)
                                                   =========           ========

Net income (loss)                                   $ (6.16)           $ (0.64)
                                                   =========           ========

Diluted Earnings per Share:
Basic shares                                          8,717              8,577
Stock options and warrants                                -                  -
                                                   ---------           --------
Diluted shares                                        8,717              8,577
                                                   =========           ========

Net income (loss) before cumulative
    effect of accounting change                     $ (0.83)           $ (0.64)
                                                   =========           ========

Net income (loss)                                   $ (6.16)           $ (0.64)
                                                   =========           ========

For each of the periods  presented,  there were  outstanding  stock  options and
warrants excluded from the computation of diluted earnings per share because the
options were antidilutive.

                                       9

<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)


Comprehensive Income (Loss)

Comprehensive  income (loss) includes all changes in shareholders' equity during
a period  except  those  resulting  from  investments  by and  distributions  to
shareholders.  The  components  of  Comprehensive  income  (loss) are:


                                                       Three Months Ended
                                                 ------------------------------
                                                  December 1         December 2
                                                     2002                2001
                                                  ----------         ----------
Net income (loss)                                  $(53,728)          $ (5,523)

Foreign currency translation adjustments               (133)             2,132
                                                  ----------         ----------
Total comprehensive income (loss)                  $(53,861)          $ (3,391)
                                                  ==========         ==========



Business Segments

Operating  segments are organized  internally  primarily by the type of products
produced and markets  served,  and in accordance  with SFAS No. 131. The Company
has aggregated  similar operating  segments into two reportable  segments,  Flow
Control  Products  and  Engineered  Components.  The Company  evaluates  segment
performance and allocates resources based on several factors, of which net sales
and operating  income are the primary  financial  measures.  At December 1, 2002
there were no significant  changes in identifiable assets of reportable segments
from those amounts  disclosed at August 31, 2002,  nor were there any changes in
the reportable segments, or in the measurement of segment operating results.

Operating  information  related  to  the  Company's  reportable  segments  is as
follows:

                                 Net Sales             Operating Income (Loss)
                         --------------------------   --------------------------
                         For the Three Months Ended   For the Three Months Ended
                         --------------------------   --------------------------
                         December 1     December 2     December 1   December 2
                            2002           2001            2002         2001
                         ----------     ----------     ----------   -----------
Flow Control Products      $ 30,301      $ 33,405          $ 606      $ 2,146
Engineered Components       125,455       101,775         (1,981)      (3,016)
Corporate                         -             -         (2,314)      (2,233)
                         ----------     ----------     ----------   -----------
                            155,756       135,180         (3,689)      (3,103)
Other (income) expense                                       (56)        (499)
Interest expense                                           4,301        4,794
                         ----------     ----------     ----------   -----------
Total net sales and income
(loss) before income taxes
and cumulative effect of
accounting change         $ 155,756     $ 135,180       $ (7,934)    $ (7,398)
                         ==========     ==========      ==========   ==========

                                       10

<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Commitments and Contingencies

At  December  1, 2002,  the Company has  committed  to capital  expenditures  of
$3,887, primarily for the Engineered Components segment.

The Company,  as is normal for the industries in which it operates,  is involved
in  certain  legal  proceedings  and is  subject  to  certain  claims  and  site
investigations  which arise under the environmental laws and which have not been
finally adjudicated.

The Company has been  identified as a potentially  responsible  party by various
state agencies and by the United States  Environmental  Protection  Agency (U.S.
EPA) under the Comprehensive  Environmental  Response Compensation and Liability
Act of 1980, as amended,  for costs  associated  with U.S.  EPA-led  multi-party
sites and state  environmental  agency-led  remediation  sites.  The majority of
these claims involve  third-party owned disposal sites for which compensation is
sought  from the  Company as an alleged  waste  generator  for  recovery of past
governmental  costs or for  future  investigation  or  remedial  actions  at the
multi-party sites.

There is one  Company-owned  property  in  Pennsylvania  where  state-supervised
cleanups are currently underway and two other Company-owned  properties at which
the U.S. EPA is overseeing an investigation or where  long-standing  remediation
is  underway.  The  designation  as a  potentially  responsible  party  and  the
assertion  of such  claims  against the  Company  are made  without  taking into
consideration  the  nature  or  extent  of the  Company's  involvement  with the
particular  site.  In several  instances,  claims have been  asserted  against a
number of other  entities for the same  recovery or other relief as was asserted
against the Company.  These claims are in various  stages of  administrative  or
judicial  proceeding.  The Company has no reason to believe that it will have to
pay a significantly disproportionate share of clean-up costs associated with any
non-Company-owned site.

To the extent possible,  with the information available at the time, the Company
has evaluated its responsibility for costs and related liability with respect to
the above  sites.  In making  such  evaluation,  the  Company  did not take into
consideration  any possible  cost  reimbursement  claims  against its  insurance
carriers. The Company is of the opinion that its liability with respect to those
sites should not have a material  adverse  effect on its  financial  position or
results of operations.  In arriving at this  conclusion,  the principal  factors
considered by the Company were ongoing  settlement  discussions  with respect to
certain of the sites, the volume and relative  toxicity of waste alleged to have
been disposed of by the Company at certain  sites,  which factors are often used
to allocate  investigative  and  remedial  costs among  potentially  responsible
parties, the probable costs to be paid by other potentially responsible parties,
total projected  remedial costs for a site, if known, and the Company's existing
reserve to cover costs associated with unresolved environmental proceedings.  At
December  1,  2002,  the  Company's  accrued   undiscounted   reserve  for  such
contingencies was $2,934.

                                       11

<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Based upon the  contracts  and  agreements  with  regards  to two  environmental
matters,  the Company believes it is entitled to indemnity for remediation costs
at two  sites  and  believes  it is  probable  that the  Company  can  recover a
substantial  portion  of  the  costs.  Accordingly,  the  Company  has  recorded
receivables of $1,115 related to anticipated recoveries from third parties.

Allied-Signal Inc. (now Honeywell  International)  brought an action against the
Company seeking  contribution  from the Company for a portion of its remediation
costs in  connection  with a site in southern  Ohio.  The court has rendered its
decision  on this  case  and  the  parties  have  agreed  that  the  Company  is
responsible for  reimbursing  $1,100 in costs and interest  already  incurred by
Honeywell.  The Company  paid this sum in December  2002.  The Company is in the
process of pursuing  its insurer for  reimbursement  of this payment and certain
defense costs.

In  addition,  a group of nine  plaintiffs  brought  a  superfund  private  cost
recovery and contribution action against the Company and fifty-one other parties
in the United States District Court for the Southern  District of Ohio,  Western
Division, which is captioned,  Cargill, Inc. et al. V. Abco construction, et al.
(Case No.  C-3-98-3601).  The action involves the  Valleycrest  disposal site in
Dayton,   Ohio.  The  plaintiffs  have  taken  the  lead  in  investigating  and
remediating the site. The Company  believes its  responsibility  with respect to
this site is very  limited  due to the  nature of the  foundry  sand waste it is
alleged to have  disposed  at the site.  The  Company is  defending  this matter
vigorously.

Adoption of Statements of Financial Accounting Standards (SFAS) No. 142

In the first quarter of fiscal 2003,  the Company was required to adopt SFAS No.
142, "Goodwill and Other Intangible Assets". Under the adoption of SFAS No. 142,
goodwill and certain other intangible assets are no longer amortized but will be
reviewed annually for impairment. If, based on these reviews, the related assets
are found to be impaired, their carrying value will be adjusted through a charge
to earnings.  Intangible  assets that are not deemed to have an indefinite  life
will continue to be amortized over their  expected  useful lives and be reviewed
for impairment in accordance  with SFAS No. 121,  "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of".

Upon  adoption of SFAS No. 142, in the first  quarter of fiscal 2003 the Company
completed  its  impairment  review  and  determined  that  all of its  goodwill,
relating primarily to Speedline,  was impaired. This impairment is reflective of
the Company's  declining  stock price and the weak financial  performance of the
reporting units related to the recorded goodwill.  As such, the Company recorded
a  non-cash  charge of $46,536  aftertax  to reduce  the  carrying  value of its
goodwill  to zero.  This  charge  is  reflected  as a  cumulative  effect  of an
accounting change in the accompanying consolidated financial statements.

If the Company  records any  goodwill  related to future  transactions,  it will
follow the accounting rules of SFAS No. 141, "Business  Combinations",  and will
perform an  impairment  review  annually at the  beginning of the fourth  fiscal
quarter.

                                       12

<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

In prior  periods,  goodwill  and other  long-lived  assets  were  reviewed  for
impairment  under SFAS No. 121, which required a review for impairment  whenever
events or changes in  circumstances  indicated  that the  carrying  amount of an
asset might not be  recoverable.  SFAS No. 121 required an  estimation of future
undiscounted  cash flows  expected  to result  from the use of the asset and its
eventual disposition.

The impact of the non-amortization provisions of Statement No. 142 is as
follows:
                                              Three Months Ended
                                           December 1     December 2
                                              2002           2001
                                           -----------    -----------
Reported net income (loss)                 $ (53,728)      $ (5,523)
Goodwill amortization                            -              333
                                           -----------    -----------
Adjusted net income (loss)                 $ (53,728)      $ (5,190)
                                           ===========    ===========
Basic earnings per share:
Reported net income (loss)                  $  (6.16)       $ (0.64)
Goodwill amortization                              -           0.04
                                           -----------    -----------
Adjusted net income (loss)                  $  (6.16)       $ (0.60)
                                           ===========    ===========
Diluted earnings per share:
Reported net income (loss)                  $  (6.16)       $ (0.64)
Goodwill amortization                              -           0.04
                                           -----------    -----------
Adjusted net income (loss)                  $  (6.16)       $ (0.60)
                                           ===========    ===========


Impact of Other Recently Issued Accounting Standards

Standards  other than SFAS No. 142 which  became  effective  for the  Company in
fiscal 2003 include SFAS No. 143, "Accounting for Asset Retirement Obligations",
SFAS No. 144,  "Accounting for Impairment or Disposal of Long-Lived Assets", and
SFAS  No.  146,   "Accounting  for  Costs   Associated  with  Exit  or  Disposal
Activities".

SFAS No. 143  addresses  the  financial  accounting  and  reporting  for certain
obligations associated with the retirement of tangible long-lived assets and the
related  retirement costs.  SFAS No. 144 addresses the financial  accounting and
reporting for the impairment of long-lived  assets and supercedes  SFAS No. 121.
SFAS No. 146  requires  companies  to recognize  costs  associated  with exit or
disposal activities when they are incurred rather than at the date of commitment
to an exit or disposal  plan.  The effect of these other new  standards  was not
material to the  Company's  first  quarter  fiscal 2003 results of operations or
financial position.

                                       13

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements Under the Private Securities Reform Act of 1995

Certain  statements in this report,  in the Company's press releases and in oral
statements  made by or with the approval of an authorized  executive  officer of
the  Company  constitute  "forward-looking  statements"  as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995.  These statements
may, for example,  express  projections,  forecasts,  or estimates about Company
performance and industry trends. The achievement of the projections,  forecasts,
or estimates is subject to certain risks and uncertainties. Due to circumstances
beyond the Company's  control,  actual results and events may differ  materially
from those projected,  forecasted, or estimated.  Factors which may cause actual
results to differ  materially  from those  contemplated  by the  forward-looking
statement include, among others: general economic conditions less favorable than
expected, fluctuating demand in the automotive and construction industries, less
favorable  than  expected  growth in sales and profit  margins in the  Company's
product  lines,  increased  competitive  pressures in the  Company's  Engineered
Components  and Flow Control  Products  segments,  effectiveness  of  production
improvement  plans,  cost of raw  materials,  disposal of certain  non-strategic
assets,  inherent uncertainties in connection with international  operations and
foreign  currency  fluctuations,  and labor  relations  at the  Company  and its
customers. This list of factors is not meant to be a complete list of items that
may  affect  the  accuracy  of  forward-looking  statements,  and  as  such  all
forward-looking  statements  should be analyzed with the  understanding of their
inherent uncertainty.

The following  discussion and analysis  provides  information  which  management
believes is relevant to an understanding of the Company's  consolidated  results
of  operations  and  financial  condition.  This  discussion  should  be read in
conjunction with the accompanying  consolidated  condensed financial  statements
and notes and with the Company's audited  consolidated  financial statements and
footnotes for the year ended August 31, 2002,  included in the Company's  Annual
Report on Form 10-K.

                                       14

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net Sales
                                                     Three Months Ended
                                                   December 1      December 2
                                                      2002            2001
-------------------------------------------------------------------------------
Net sales                                         $   155,756    $   135,180
Percentage change from prior year                        15.2%         (2.0)%
-------------------------------------------------------------------------------
Components of percentage change from prior year
Volume                                                  13.7%          (6.9)%
Price and product mix                                   (1.2)%          0.6%
Acquisitions and divestitures                            0.0%           3.3%
Foreign currency exchange rates and other                2.7%           1.0%
-------------------------------------------------------------------------------
Total sales growth (decrease)                           15.2%          (2.0)%
-------------------------------------------------------------------------------

In the first quarter of fiscal 2003,  consolidated net sales increased  $20,576,
or 15.2%,  compared with the first quarter of fiscal 2002. This increase was due
to growth in aluminum  components and global wheel sales. Sales volume increased
from new  product  introductions,  existing  products,  and  conquest  sales.  A
stronger  euro  also  increased  sales  at  Speedline,   the  Company's  Italian
operation.  A decline in the volume of Flow Control Products partly offset sales
growth in Engineered  Components.  The Company's pricing partially reduced sales
for the quarter as unfavorable  pricing  continued in the Flow Control  Products
segment due to  competitive  market  conditions,  and lower  aluminum costs were
passed-through to global wheel and aluminum  components  customers.  There was a
positive product mix experienced by the Company's U.S. operations.

Gross Profit
                                                  Three Months Ended
                                          December 1               December 2
                                              2002                     2001
-------------------------------------------------------------------------------
Gross profit                           $     9,750                $   10,552
Percent of sales                               6.3%                     7.8%
-------------------------------------------------------------------------------

For the first quarter of fiscal 2003, the $802 decrease in gross profit compared
with the first  quarter  of  fiscal  2002 was  caused by a decline  in the gross
profit of Flow Control  Products and  Speedline.  This decrease more than offset
the increased gross profit experienced by U.S. wheel and aluminum components due
to  higher  production  volumes  and  manufacturing  improvements.   The  Amcast
Production  System  (APS),  a  more  efficient   manufacturing   approach  being
implemented  at the  Company's  U.S.  manufacturing  facilities,  had a positive
impact on gross profit by  improving  productivity  and  reducing  manufacturing
costs.  APS should  continue to be a positive  factor on gross profit as more of
the Company's workforce becomes certified. In the

                                       15
<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Flow  Control  Product  segment,  reduced  volume and lower  pricing in a highly
competitive  market were the primary  reasons for the decrease in gross  profit.
Speedline  continues to experience  operating  difficulties which are negatively
affecting gross profit.

Selling, General, and Administrative Expenses
                                                         Three Months Ended
                                                  December 1        December 2
                                                     2002              2001
-------------------------------------------------------------------------------
Selling, general, and administrative expenses     $   13,439      $    13,655
Percent of sales                                         8.6%            10.1%
------------------------------------------------------------------------------

Selling,  general and  administrative  (SG&A)  expenses  of $13,439,  or 8.6% of
sales, for the first quarter of fiscal 2003 decreased slightly from $13,655,  or
10.1% of sales, with the first quarter of fiscal 2002. As a percentage of sales,
SG&A improved more  significantly.  The Company's cost reduction programs helped
to keep  SG&A at a  dollar  level  comparable  to last  year  even  while  sales
increased by 15.2%.  Versus the prior year,  eliminating  goodwill  amortization
reduced  SG&A by $338,  but a lower  pension  benefit  of $400 had the  opposite
impact.

Interest expense was $4.3 million for the first quarter of fiscal 2003, compared
with $4.8 million for the first quarter of fiscal 2002. The decrease in interest
expense is primarily  due to lower  interest  rates and lower debt levels in the
first quarter of fiscal 2003 compared with fiscal 2002.

The Company's  effective tax rate was impacted by operations in various domestic
and foreign tax jurisdictions. The effective tax rate was 9.4% and 25.3% for the
first quarters of fiscal 2003 and 2002, respectively.  These tax rates represent
an income tax  benefit.  The  decrease  in the  effective  tax rate in the first
quarter of fiscal 2003 was primarily due to  establishing a valuation  allowance
of $1,515 against  deferred tax assets related to tax loss  carryforwards of the
Company's Italian operation pursuant to SFAS No. 109.

Business Segments

Flow Control Products
Net sales for the Flow Control Products segment decreased by 9.3% to $30,301 for
the first  quarter of fiscal 2003,  compared with $33,405 for the same period of
fiscal 2002. Sales volume decreased by 7.8%, and pricing declined by 1.5%. These
declines  were  partially  offset by a 1.0% percent  increase  from product mix.
Operating  income in the first  quarter of fiscal 2003 was $606,  compared  with
$2,146 for the same period of fiscal 2002. The decrease in operating  income was
primarily  due  to  lower  overall  demand  in  the  commercial  and  industrial
construction  markets,  growing market competition,  and weak raw material costs
that resulted in lower pricing.

                                       16
<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Engineered Components
Net sales for the  Engineered  Components  segment  were  $125,455 for the first
quarter of fiscal  2003  compared  with  $101,775  for the same period of fiscal
2002, a 23.3%  increase.  Sales increased by 20.7% due to volume and 3.6% due to
foreign  exchange and other.  Price due to lower metal costs  passed  through to
customers  decreased sales by 1.0%.  Product mix was essentially  even with last
year.  For the first quarter of fiscal 2003, the  Engineered  Component  segment
experienced  an operating  loss of $1,981,  compared  with an operating  loss of
$3,016  during the first  quarter of fiscal 2002.  The decrease in the operating
loss was due to the impact in the U.S. of increased  sales volume,  implementing
the Amcast Production System, and product quality improvements.

Potential Divestiture of Businesses

The Company is in the initial  stages of  marketing a major  portion of its U.S.
automotive  aluminum  production.  It has engaged Lincoln Partners LLC to market
the Company's  plants in Wapakoneta,  Ohio;  Richmond,  Indiana;  and Cedarburg,
Wisconsin.  These  locations  primarily  produce  aluminum  brake and suspension
components.  In  addition,  the  Company  engaged  Robert  W.  Baird  to  market
Speedline, the Company's European wheel business located in Italy.

Liquidity and Capital Resources

The Company's  cash balance at December 1, 2002 was $12,566;  plus an additional
$7,067 of  restricted  cash existed for payment of principal and interest on the
Company's debt that is required under its debt agreements. See "Restricted Cash"
in the Notes to the Consolidated Condensed Financial Statements.

Cash  provided  by  operations  was $4,728 in the first  quarter of fiscal  2003
compared  with cash  provided by  operations  of $7,278 in the first  quarter of
fiscal 2002.  Excluding the impact of restricted cash, cash flow from operations
was $10,728 for an increase of $3,450 over the first quarter of fiscal 2002. The
non-cash  benefits of depreciation,  amortization,  the cumulative effect of the
accounting  change,  and  other  non-cash  charges  were  offset by the net loss
recorded in the first  quarter of fiscal  2003.  A decrease  in working  capital
demonstrated the Company's continuing focus on working capital management.

Investing activities, primarily capital spending, used net cash of $3,252 in the
first  quarter of fiscal 2003  compared with $8,148 used in the first quarter of
the prior year.  This decrease  reflects  management  controls placed on capital
spending as the  Company  focuses on cost  reduction  and  improving  production
efficiencies.   In  the  first  quarter,   capital  spending  as  a  percent  of
depreciation  was 43.3% in fiscal 2003 versus 83.6% in fiscal 2002.  At December
1,  2002,  the  Company  had  $3,887  of  commitments  for  additional   capital
expenditures, primarily for the Engineered Components segment.

                                       17

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Financing  activities  used $6,184 of cash in the first  quarter of fiscal 2003,
compared  with $5,855 of cash used in the first  quarter of fiscal 2002.  During
the  quarter,  the  Company  made debt  payments of $2,558 for the bank debt and
senior notes and $383 in payments  related to the  Company's  insurance  premium
financing.  The bank debt and senior notes payment was three months ahead of the
debt covenant  requirements.  CTC made net debt payments of $950,  and Speedline
made net debt  payments  of  $2,293.  Total  debt was 83.6% of total  capital at
December 1, 2002 and 68.5% at August 31, 2002.

The bank  group and senior  note  holder  debt are  classified  as current  debt
because the bank credit  facilities  mature in  September  2003,  and the senior
notes mature in November 2003. The Company cannot borrow  additional  funds from
its bank  credit  facilities  or the senior note  holders.  These  lenders  have
security interests in the assets of the Company and its U.S. subsidiaries.

The Company's LIFO credit  agreement  provides for a maximum of $15,000 based on
the Company  meeting  certain  conditions.  The Company has  borrowed the entire
$15,000 in  compliance  with its lending  agreement,  of which  $1,442 is due in
February 2003, $3,500 is due in August 2003, and the remaining balance is due in
September 2003.

The bank credit  facilities,  the senior  notes,  and the LIFO credit  agreement
contain  certain  financial   covenants   regarding  quarterly  earnings  before
interest, taxes,  depreciation,  and amortization (EBITDA), fixed cost coverage,
capital  expenditures,  and debt repayments that it must maintain as part of its
debt agreements. These debt covenants are as follows:

     Consolidated  EBITDA - The Company must maintain a  consolidated  EBITDA of
not less than  $25,900 for the four fiscal  quarter  period  ending  December 1,
2002,  $27,000 for the four fiscal quarter period ending March 2, 2003,  $29,300
for the four fiscal quarter period ending June 1, 2003, and $36,100 for the four
fiscal quarter period ending August 31, 2003.

    Domestic  EBITDA - The Company must maintain a domestic  EBITDA,  defined as
EBITDA of all North American  units  excluding CTC, of not less than $28,200 for
the four fiscal  quarter  period ending  December 1, 2002,  $29,800 for the four
fiscal quarter period ending March 2, 2003,  $30,200 for the four fiscal quarter
period  ending June 1, 2003,  and $34,400  for the four  fiscal  quarter  period
ending August 31, 2003.

    Fixed Cost  Coverage - The Company  must  maintain a fixed  charge  coverage
ratio, defined as the ratio of Domestic EBITDA for such period to Domestic Fixed
Charges for such period, to be not less than 0.48 to 1.00 for the fiscal quarter
ended December 1, 2002, 0.55 to 1.00 for the fiscal quarter ended March 2, 2003,
0.76 to 1.00 for the fiscal quarter ended June 1, 2003, and 0.86 to 1.00 for the
fiscal quarter ended August 31, 2003.

                                       18
<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


    Capital  Expenditures  - The  Company  is  not  permitted  to  have  capital
expenditures greater than $20,591 for the entire year of fiscal 2003.

     Debt  Repayments - The Company is required to make a debt payment of $4,000
in  February  2003,  of which  $2,558 was paid three  months  early in the first
quarter of fiscal 2003, and a debt payment of $3,500 in August 2003.

As of December 1, 2002 the Company was in compliance  with these debt  covenants
with consolidated EBITDA of $29,500,  Domestic EBITDA of $33,800, and fixed cost
coverage of 1.10 to 1.00. In addition,  capital spending was at half of the debt
covenant  run-rate  and $2,558 was paid three  months  early on the $4,000  debt
payment due in February 2003.  This early payment leaves a balance due of $1,442
in February 2003.

At the end of any subsequent  quarter,  if the Company is not in compliance with
any of the debt  covenants,  any  outstanding  debt balances  become  payable on
demand by the Company's lenders. In addition,  there is a covenant that requires
the Company to work towards  refinancing the credit facilities of the bank group
and senior note lenders by September 2003.

As of  December 1, 2002,  CTC had a term loan of $5,106 and a revolving  line of
credit that provides for up to $5,750,  of which $2,850 was  available,  both of
which mature  September  2003 and are classified as current debt. As of November
3,  2003,  Speedline  had lines of credit  totaling  $7,930 of which  $4,210 was
available.

Critical Accounting Policies

The Company  describes its significant  accounting  policies in the notes to the
consolidated  financial  statements  included in the Company's  Annual Report on
Form 10-K.  However,  in response to the SEC's  Release No.  FR-60,  "Cautionary
Advice Regarding Disclosure About Critical Accounting Policies", issued December
12, 2001,  the Company has identified the policies it believes are most critical
to an understanding of the Corporation's financial statements. Since application
of these  accounting  policies  involves the  exercise of  judgement  and use of
estimates, actual results could differ from those estimates.

Revenue  Recognition - Revenue is recognized at the time products are shipped to
unaffiliated customers,  legal title has passed, and all significant contractual
obligations of the Company have been satisfied.

Inventory  Valuation  -  Inventories  are  valued at the lower of cost or market
using the last-in, first out (LIFO) and the first-in,  first-out (FIFO) methods.
Raw material  inventories are primarily aluminum and copper,  both of which have
market prices subject to volatility.

Environmental Reserves - The Company recognizes an environmental  liability when
it is probable the liability exists and the amount can be reasonably  estimated.
The  Company  adjusts  the  environmental  reserve  when it is  determined  that
circumstances warrant the change. Actual remediation obligations may differ from
those estimated.

                                       19
<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Pension  Benefits and  Expenses - The Company has pension  benefits and expenses
that are developed  from  actuarial  valuations.  These  valuations are based on
assumptions including, among other things, interest rate fluctuations,  discount
rates,  expected returns on plan assets,  retirement ages, and years of service.
Future changes affecting the assumptions will change the related pension benefit
or expense.

Deferred  Taxes - Deferred  income taxes are provided for temporary  differences
between  financial  and tax reporting in  accordance  with the liability  method
under the provisions of Statement of Financial  Accounting  Standards (SFAS) No.
109,  "Accounting  for Income  Taxes".  Significant  factors  considered  by the
Company in estimating  the  probability  of the  realization  of deferred  taxes
include  expectations  of  future  earnings  and  taxable  income,  as  well  as
application of tax laws in the jurisdictions in which the Company operates.

Debt Covenants - For a substantial  portion of its debt, the Company has certain
financial  covenants regarding  quarterly EBITDA,  fixed cost coverage,  capital
expenditures,  and debt  repayments  that it must  maintain  as part of its debt
agreements.  If the requirements of the covenants are not achieved, debt becomes
immediately callable,  which would significantly impact the Company's ability to
maintain its current  operations.  Management must consider  compliance with the
debt covenants when making current and future operating decisions.

The Company does not have off-balance sheet arrangements,  financings,  or other
relationships  with  unconsolidated  entities  or other  persons,  also known as
"special purpose entities" (SPEs).

Inflation

Inflation did not have a material impact on the Company's  results of operations
or financial condition for the first quarter of fiscal 2003.

Contingencies

See  "Commitments  and  Contingencies"  in Notes to the  Consolidated  Condensed
Financial Statements.

Impact of Recently Issued Accounting Standards

See  "Impact  of  Recently  Issued   Accounting   Standards"  in  Notes  to  the
Consolidated Condensed Financial Statements.

                                       20

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in foreign currency  exchange
rates and interest  rates as part of its normal  operations.  There have been no
material  changes in the  Company's  exposure to these items since the Company's
disclosure in Item 7A, Part II of Form 10-K for the year ended August 31, 2002.

The  Company is also  exposed to market  risk from  price  changes in  commodity
metals  which are raw  materials  used in its  normal  operations.  When  market
conditions warrant,  forward fixed-price commodity metal supply contracts may be
entered into with certain suppliers. These purchase contracts cover normal metal
usage in the  ordinary  course of  business  over a  reasonable  period of time.
Lower-of-cost-or-market valuation adjustments on these contracts is reflected in
earnings in the period incurred. At December 1, 2002, the Company had no forward
fixed-price metal supply contracts.

The  Company  is also  exposed  to market  risk from  price  changes in the euro
currency  because the Company has bank debt  denominated  in euros.  Because the
lending group has capped the Company's debt balance in U.S. dollars,  changes in
the  euro/U.S.  dollar  exchange  rate impact the amount of debt. At December 1,
2002 the Company had 43.5 million of euro-denominated debt, or $43.2 million. To
illustrate  the  potential  impact of changes in the euro/U.S.  dollar  exchange
rates,  a  hypothetical  10% change in currency  exchange rates could change the
debt level by approximately $4.3 million.

Item 4 - Controls and Procedures

Within the 90 days prior to the date of this Form 10-Q, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's  Chairman and Chief Executive Officer along
with the Company's Vice President,  Finance and Chief Financial Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Company's Chairman and Chief Executive Officer along with the Company's Vice
President,  Finance 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 have been no significant  changes in the Company's internal controls or in
other factors which could  significantly  affect internal controls subsequent to
the date the Company carried out its evaluation.

                                       21

<PAGE>


PART II - OTHER INFORMATION

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

    None


Item 6 - Exhibits and Reports on Form 8-K
------------------------------------------------------------
a)       Exhibits

    4.6.1         Amendment  No.  1 to the  Restructuring  Agreement  made as of
                  October 31, 2002,  among Amcast  Industrial  Corporation,  the
                  Guarantors,  Line  of  Credit  Lenders,  the  Existing  Credit
                  Agreement Agent (KeyBank National  Association),  the Existing
                  Credit Agreement  Banks,  the Noteholders,  and the Collateral
                  Agent  (KeyBank  National   Association  in  its  capacity  as
                  Collateral  Agent under the  Restructuring  Lender  Collateral
                  Documents).

    4.8.1         Amendment  No. 1 to the LIFO  Restructuring  Agreement made as
                  of October  31,  2002,  among  Amcast  Industrial Corporation,
                  the banking institutions (the "LIFO banks"), and KeyBank
                  National Association as Agent for the LIFO banks.


b)       Reports on Form 8-K
                  A Current  Report on Form 8-K with an event  date of August 6,
                  2002 was filed by the Company on September  19, 2002 to report
                  the  amendment  and  extension  of its  CTC  revolving  credit
                  facility and term loan with Bank One, NA. The working  capital
                  facility allowed for the availability of up to $11,606 ($5,750
                  under the revolving  credit facility and $5,856 under the term
                  loan) until September 14, 2003.


                                       22

<PAGE>


                               S I G N A T U R E S



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                     AMCAST INDUSTRIAL CORPORATION
                                     -----------------------------
                                     (Registrant Company)




Date:  January 15, 2003              By: /s/ Byron O. Pond
                                         --------------------------------------
                                     Byron O. Pond
                                     Chairman and
                                     Chief Executive Officer
                                     (Principal Executive Officer)


Date:  January 15, 2003              By: /s/ Francis J. Drew
                                         --------------------------------------
                                     Francis J. Drew
                                     Vice President, Finance and
                                     Chief Financial Officer
                                     (Principal Financial Officer)


Date:  January 15, 2003              By: /s/ Mark D. Mishler
                                         --------------------------------------
                                     Mark D. Mishler
                                     Corporate Controller
                                     (Principal Accounting Officer)



                                       23

<PAGE>


                                 CERTIFICATIONS


Byron O. Pond, Chairman and Chief Executive Officer

I, Byron O. Pond, Chairman and Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Amcast Industrial
     Corporation (the "Registrant");

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-14 and 15d-14) for the registrant and have:

a)       designed  such  disclosure  controls  and  procedures  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;
b)       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and
c)       presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

a)       all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

b)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


By:   /s/ Byron O. Pond
      -------------------------------------
      Byron O. Pond
      Chairman and Chief Executive Officer
      January 15, 2003

                                       24
<PAGE>

Francis J. Drew, Vice President, Finance and Chief Financial Officer

I, Francis J. Drew, Vice President, Finance and Chief Financial Officer, certify
that:

1.   I have reviewed this quarterly report on Form 10-Q of Amcast Industrial
     Corporation (the "Registrant");

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-14 and 15d-14) for the registrant and have:

a)       designed  such  disclosure  controls  and  procedures  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;
b)       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and
c)       presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

a)       all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and
b)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


By:   /s/ Francis J. Drew
      ---------------------------------------------------
      Francis J. Drew
      Vice President, Finance and Chief Financial Officer
      January 15, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex461.txt
<DESCRIPTION>EXHIBIT 4.6.1 - AMEND 1 TO RESTRUCT AGREEMENT
<TEXT>

                   AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT

         This Amendment No. 1 to  Restructuring  Agreement  (this  "Amendment")
is made as of October 31, 2002, by and among:

         (a)      AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
         ("Borrower");

         (b)      the Guarantors, as defined in the Restructuring Agreement
         (as hereinafter defined) (together with Borrower, collectively, the
         "Credit Parties");

         (c)      the Restructuring Lenders, as defined in the Restructuring
         Agreement; and

         (d)      the Collateral Agent, as defined in the Restructuring
         Agreement.

                                    RECITALS:

         A. The Credit Parties,  the Guarantors,  the Restructuring  Lenders and
the Collateral  Agent are parties to the  Restructuring  Agreement,  dated as of
July  15,  2002  (as the same may  from  time to time be  amended,  restated  or
otherwise modified, the "Restructuring Agreement").

         B. The Credit Parties,  the Guarantors,  the Restructuring  Lenders and
the  Collateral  Agent  desire to amend the  Restructuring  Agreement  to modify
certain  provisions  thereof and to consent and agree to certain  other items as
set forth herein.

         C.       Each  capitalized  term  used  herein  shall be  defined  in
accordance  with the  Restructuring Agreement.

                                   AGREEMENT:

         In  consideration  of the premises and mutual  covenants herein and for
other valuable considerations, the Credit Parties, the Restructuring Lenders and
the Collateral Agent agree as follows:

         1.       New  Definitions.  Section  1.1 of the  Restructuring
Agreement  is  hereby  amended  to add the following new definitions thereto:

                  "Cash  Collateral  Account" has the meaning given to such term
         in the LIFO Restructuring Agreement.

                  "Domestic  Adjusted  EBITDA" means Domestic  EBITDA other than
         Domestic EBITDA attributable to CTC Company (as defined in the Existing
         Credit Agreement).

                  "Domestic  Fixed  Charges"  means,   for  any  period,   on  a
         Consolidated basis (but excluding Foreign Subsidiaries and CTC Company,
         as defined in the Existing  Credit  Agreement)  and in accordance  with
         GAAP, the aggregate of (a) cash interest  expense  (including,  without
         limitation,   the  "imputed   interest"   portion  of  capital  leases,
         synthetics  leases and asset  securitizations,  if any),  (b) principal
         payments  on Funded  Indebtedness  (as defined in the  Existing  Credit
         Agreement  as in  effect  on the  date  hereof),  and (c)  Consolidated
         Capital Expenditures (as defined in the Existing Credit Agreement as in
         effect on the date hereof).

<PAGE>


                  "Fixed  Charge  Deficit"  means the  deficiency  created  when
         Domestic Fixed Charges for the most recently  completed  fiscal quarter
         of Borrower exceed (i) Domestic Adjusted EBITDA for such quarter,  plus
         (ii) the  aggregate  amount of cash on deposit  in the Cash  Collateral
         Account (other than the Special  Reserve Funds) on the last day of such
         quarter.

                  "Fixed Charge Coverage Ratio" means, for any time period,  the
         ratio of (a) Domestic  Adjusted EBITDA for such period, to (b) Domestic
         Fixed Charges for such period.

                  "Fixed Charge Surplus" means the surplus created when Domestic
         Adjusted  EBITDA  for the most  recently  completed  fiscal  quarter of
         Borrower,  plus the  aggregate  amount of cash on  deposit  in the Cash
         Collateral  Account (other than the Special  Reserve Funds) on the last
         day of such quarter exceeds Domestic Fixed Charges for such quarter.

                  "Special  Reserve Funds" has the meaning  specified in Section
3.10(b) hereof.

         2.       Amendment  to Section  3.2.  Section 3.2 of the  Restructuring
Agreement  is hereby  amended and restated in its entirety as follows:

                  3.2 Loans and Letters of Credit.  Notwithstanding  anything to
         the contrary herein or in any Restructuring Lender Document, during the
         Restructuring  Period,  Borrower shall not request any loan,  letter of
         credit or other  extension  of  credit  from any  Restructuring  Lender
         pursuant  to  any  of  the  Restructuring  Lender  Documents,   and  no
         Restructuring Lender shall make any such loan, issue any such letter of
         credit or grant any other  extension of credit to  Borrower;  provided,
         however,  that (a)  Borrower  may request an  extension  of an existing
         letter of  credit or the  issuance  of a new or  replacement  letter of
         credit so long as the aggregate  outstanding face amount of all letters
         of credit  outstanding under the Restructuring  Lender Documents is not
         at any time in excess of the aggregate  outstanding  face amount of all
         letters  of  credit  that  are   available   to   Borrower   under  the
         Restructuring   Lender   Documents  prior  to  giving  effect  to  this
         Agreement,  and (b)  Borrower  may request the  conversion  of, and the
         Existing Credit Agreement Banks may convert, any outstanding LIBOR Loan
         (as defined in the Existing Credit  Agreement) to a Prime Rate Loan (as
         defined in the Existing  Credit  Agreement)  at the end of the Interest
         Period (as defined in the Existing Credit Agreement) applicable to such
         LIBOR Loan,  and  Borrower  may request  the  continuation  of, and the
         Existing  Credit  Agreement Banks may continue,  any outstanding  LIBOR
         Loan  (provided  that  Borrower  shall not  select an  Interest  Period
         greater than one month).

                                       2
<PAGE>


         3.       Amendment to  Mandatory  Prepayment  Provisions.  Section 3.5
of the  Restructuring  Agreement is hereby amended and restated in its entirety
as follows:

                  3.5.     Mandatory Prepayments.
                           ---------------------

                  (a) In addition to any mandatory prepayment  provisions in any
         of the  Creditor  Documents,  Borrower  shall  pay  to  the  applicable
         Creditors,  as a mandatory  prepayment on their  respective LIFO Lender
         Obligations and, if applicable,  the Restructuring  Lender Obligations,
         the following amounts (collectively, the "Additional Prepayments") that
         shall be applied to such obligations as set forth below:

                           (i)      on February 28, 2003, $4,000,000; and

                           (ii)  on  August  31,   2003,   an  amount  equal  to
         $3,500,000  plus the amount of Special  Reserve  Funds held in the Cash
         Collateral Account on such date.

                  (b) Each Additional Prepayment shall be applied, first, to the
         LIFO Lender  Obligations,  if any, and,  second,  to the  Restructuring
         Lender Obligations,  on a pro rata basis;  provided,  however, that any
         voluntary  prepayment  of the  Restructuring  Lender  Obligations  made
         pursuant  to  the  next  sentence  shall  reduce  the  amounts  of  the
         Additional Prepayments in forward order of maturity. In addition, it is
         understood   and  agreed   that  any   voluntary   prepayment   of  the
         Restructuring Lender Obligations that is caused by an obligation of the
         Borrower to prepay Existing Credit Agreement Obligations as a result of
         currency  fluctuations  relating to the conversion or continuation of a
         LIBOR  Loan (as  defined  in the  Existing  Credit  Agreement)  that is
         denominated  in  Euros  (including  any  prepayment  of the  Noteholder
         Obligations and the Line of Credit Lender  Obligations made so that the
         holders  of such  obligations  share  ratably in the  aggregate  amount
         prepaid)   shall  be  a   "Permitted   Payment"  for  purposes  of  the
         Subordination Agreement.

         4.       Monthly  Reporting.  Section 3.6 of the  Restructuring
Agreement is hereby  amended and restated in its entirety as follows:

                  3.6 Additional  Financial  Reporting.  Commencing on and after
         October 31, 2002,  within thirty (30) days after the end of each month,
         Borrower will deliver to the Restructuring  Lenders a monthly financial
         reporting  package  that  includes  the items  set  forth on  Exhibit F
         hereto,  and is  otherwise  in  form  and  detail  satisfactory  to the
         Restructuring Lenders.

         5.       Amendment to Financial  Covenants.  Section 3.8 of the
Restructuring  Agreement is hereby amended and restated in its entirety as
follows:

                  3.8  Financial  Covenants.   The  Restructuring   Lenders  and
         Borrower  agree that the  financial  covenants  set forth  below  shall
         replace the financial  covenants set forth in Section  5.7(b),  (c) and
         (d) of the  Existing  Credit  Agreement  and  Section  5.7 of the  Note
         Agreements.  Borrower  shall  comply  at all  times  with  each  of the
         following:
                                       3
<PAGE>

                           (a) Fixed Charge Coverage  Ratio.  Borrower shall not
                  suffer or permit at any time the Fixed Charge  Coverage  Ratio
                  to be less  than (i) .48 to 1.00  for the  fiscal  quarter  of
                  Borrower  ending on or about  November 30,  2002,  (ii) .55 to
                  1.00 for the  fiscal  quarter of  Borrower  ending on or about
                  February 28, 2003 and the previous fiscal  quarter,  (iii) .76
                  to 1.00 for the fiscal quarter of Borrower  ending on or about
                  May 31, 2003 and the two previous  fiscal  quarters,  and (iv)
                  .86 to 1.00 for the fiscal  quarter of  Borrower  ending on or
                  about August 31, 2003 and the three previous fiscal quarters.

                           (b) Consolidated EBITDA. Borrower shall not suffer or
                  permit at any time  Consolidated  EBITDA  (as  defined  in the
                  Existing  Credit  Agreement as in effect on the date  hereof),
                  for the  most  recently  completed  four  fiscal  quarters  of
                  Borrower,  to be less than (i) $30,938,000 for the four fiscal
                  quarter period of Borrower ending on or about August 31, 2002,
                  (ii)  $25,900,000  for  the  four  fiscal  quarter  period  of
                  Borrower   ending  on  or  about  November  30,  2002,   (iii)
                  $27,000,000  for the four  fiscal  quarter  period of Borrower
                  ending on or about February 28, 2003, (iv) $29,300,000 for the
                  four fiscal quarter period of Borrower  ending on or about May
                  31,  2003,  and (v)  $36,100,000  for the four fiscal  quarter
                  period of Borrower ending on or about August 31, 2003.

                           (c)  Domestic  EBITDA.  Borrower  shall not suffer or
                  permit  at any time  Domestic  EBITDA,  for the most  recently
                  completed  four fiscal  quarters of Borrower,  to be less than
                  (i) $31,670,000 for the four fiscal quarter period of Borrower
                  ending on or about August 31, 2002,  (ii)  $28,200,000 for the
                  four  fiscal  quarter  period of  Borrower  ending on or about
                  November  30,  2002,  (iii)  $29,800,000  for the four  fiscal
                  quarter  period of Borrower  ending on or about  February  28,
                  2003,  (iv)  $30,200,000 for the four fiscal quarter period of
                  Borrower  ending on or about May 31, 2003, and (v) $34,400,000
                  for the four fiscal  quarter  period of Borrower  ending on or
                  about August 31, 2003.

                           (d) Consolidated Capital Expenditures. Borrower shall
                  not  suffer  or  permit  at  any  time  Consolidated   Capital
                  Expenditures  (as defined in the Existing Credit  Agreement as
                  in effect on the date hereof), for the most recently completed
                  fiscal year of Borrower,  to be greater  than (i)  $22,755,000
                  for the fiscal year of Borrower  ending on or about August 31,
                  2002,  and (ii)  $20,591,000  for the fiscal  year of Borrower
                  ending on or about August 31, 2003.

         Provided,  however, that any of the financial covenants set forth above
         will be adjusted to reflect the impact on such covenants for any fiscal
         quarter  (and  any  testing  period   including  such  fiscal  quarter)
         following  the sale by any Company of any  business  unit sold prior to
         such fiscal quarter of Borrower.

                                       4
<PAGE>

         6.       Special  Reserve  Funds.  Section  3.10 of the  Restructuring
Agreement  is hereby  amended  and restated in its entirety as follows:

                  3.10     Assignment of Commitments; Special Reserve Funds.
                           ------------------------------------------------

                  (a) Assignment of Commitments. Notwithstanding anything in the
         Existing Credit Agreement to the contrary,  the Existing Banks shall be
         permitted to assign all or any portion of their respective  Commitments
         (and all  Existing  Credit  Agreement  Obligations  then owing to them)
         without the consent of Borrower.

                  (b) Special  Reserve  Funds.  On and after  October 31,  2002,
         Borrower  shall maintain at least  $6,000,000 of immediately  available
         funds in the  Cash  Collateral  Account,  which  funds  shall be (i) in
         addition to all other amounts Borrower is required to maintain pursuant
         to Section 3.10 of the LIFO Restructuring Agreement and (ii) designated
         by the LIFO Agent as the  "Special  Reserve  Funds"  (such  funds being
         referred to herein as the "Special Reserve Funds").  Borrower shall not
         use the Special Reserve Funds except as set forth herein. If, after the
         end of any fiscal quarter of Borrower,  a Fixed Charge Deficit  exists,
         then  Borrower  may use the  Special  Reserve  Funds for the payment of
         interest  and  scheduled   principal   payments  with  respect  to  the
         Restructuring  Lender  Obligations  and the LIFO Lender  Obligations in
         accordance with the terms of the Restructuring Lender Documents and the
         LIFO  Lender  Documents.  In  addition,  if at any time the  amount  of
         Special  Reserve  Funds is less than  $6,000,000,  then  Borrower  will
         deposit into the Cash Collateral  Account any amounts that exist at the
         end of any fiscal  quarter as a result of a Fixed Charge  Surplus up to
         $6,000,000.

         7.  Consent.  The  Restructuring  Lender  Documents  prohibit the sale,
lease,  transfer  or other  disposition  of  assets by the  Companies  except as
specifically  permitted in such  Restructuring  Lender  Documents.  Borrower has
advised the  Restructuring  Lenders  that, in  connection  with  settlement of a
dispute,  Borrower  intends to sell to The Vaughn Group a software  upgrade (the
"Specified  Property")  currently  owned by Borrower and used with an IBM AS/400
computer.  Borrower has requested that the Restructuring  Lenders consent to the
sale of the Specified Property notwithstanding the restrictions set forth in the
Restructuring  Lender  Documents.  By signing this Amendment,  the Restructuring
Lenders  hereby  consent to the sale of the Specified  Property on the terms and
conditions described by Borrower to the Restructuring  Lenders on the conditions
that (i) no  Termination  Event shall exist  under the  Restructuring  Agreement
prior to or immediately after such sale of the Specified Property,  and (ii) the
proceeds  of such sale  shall be applied in  accordance  with the  Subordination
Agreement.   The  Collateral  Agent  is  hereby  authorized  and  instructed  to
authenticate and deliver any UCC partial release or other document necessary, in
the opinion of the  Collateral  Agent,  to effect the  release of the  Specified
Property.

         8.       Consent  to  LIFO  Restructuring  Amendment.  Each  of the
Restructuring  Lenders  party  hereto consents  to and  acknowledges  the  terms
of  Amendment  No. 1 to the LIFO  Restructuring  Agreement  (the  "LIFO
Restructuring Amendment") which is being entered into concurrently herewith.

                                       5
<PAGE>


         9.       New Exhibit.  The  Restructuring  Agreement is hereby  amended
by adding a new Exhibit F (Monthly Reporting Package) thereto in the form of
Exhibit F attached hereto.

         10.      Conditions  Precedent.  This  Amendment  shall  become
effective  upon the  satisfaction  of the following conditions precedent:

         (a)      this  Amendment  has been  executed  by the Credit  Parties,
the  Restructuring  Lenders and the Collateral Agent;

         (b)      the LIFO Restructuring Amendment has been executed by the
parties thereto;

         (c)      Borrower has paid all legal fees and expenses of the Existing
Credit Agreement Agent; and

         (d) Borrower has provided such other items and has satisfied such other
conditions as may be reasonably required by the Restructuring Lenders.

         11. Representations and Warranties. Each Credit Party hereby represents
and  warrants to the  Restructuring  Lenders  that (a) such Credit Party has the
legal  power and  authority  to execute  and  deliver  this  Amendment;  (b) the
officials  executing  this  Amendment  have been duly  authorized to execute and
deliver  the same and bind such  Credit  Party with  respect  to the  provisions
hereof;  (c) the  execution  and  delivery  hereof by such Credit  Party and the
performance and observance by such Credit Party of the provisions  hereof do not
violate or conflict with the  organizational  agreements of such Credit Party or
any law  applicable  to such Credit Party or result in a breach of any provision
of or  constitute a default  under any other  agreement,  instrument or document
binding upon or enforceable  against such Credit Party; (d) no Termination Event
has occurred under the Restructuring  Agreement,  nor will any occur immediately
after the  execution  and delivery of this  Amendment or by the  performance  or
observance of any provision  hereof;  (e) none of the Credit  Parties nor any of
their  respective  Subsidiaries  has any claim or offset against,  or defense or
counterclaim to, any of its obligations or liabilities  under the  Restructuring
Agreement  or  any  Restructuring  Lender  Document;   and  (f)  this  Amendment
constitutes  a valid  and  binding  obligation  of such  Credit  Party  in every
respect, enforceable in accordance with its terms.

         12.      Restructuring  Agreement Unaffected.  Each reference that is
made in the Restructuring  Agreement shall hereafter be construed as a reference
to the  Restructuring  Agreement as amended  hereby.  This Amendment is a
Restructuring  Lender  Document.  Except  as herein  otherwise  specifically
provided,  all  provisions  of the Restructuring Agreement shall remain in full
force and effect and be unaffected hereby.

         13.      Captions.  The  recitals to this  Amendment  (except for
definitions)  and the section  captions used in this Amendment are for
convenience only and do not affect the construction of this Agreement.

                                       6
<PAGE>


         14.  RELEASE.  AS A CONDITION  PRECEDENT TO THE  EFFECTIVENESS  OF THIS
AMENDMENT, AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION,  EACH CREDIT PARTY HEREBY HOLDS HARMLESS,
RELEASES,  ACQUITS AND FOREVER  DISCHARGES THE EXISTING CREDIT  AGREEMENT AGENT,
THE COLLATERAL AGENT AND EACH  RESTRUCTURING  LENDER THAT IS A PARTY HERETO, THE
RESPECTIVE PARTICIPANTS,  SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES,  SERVANTS,  ATTORNEYS AND REPRESENTATIVES,  AS WELL AS THE RESPECTIVE
HEIRS, PERSONAL  REPRESENTATIVES,  SUCCESSORS AND ASSIGNS OF ANY AND ALL OF THEM
(COLLECTIVELY,  THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS,  OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER,  KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED,  IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT  HEREAFTER  HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY,  FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING  WHATSOEVER  OCCURRING  BEFORE  THE DATE OF THIS  AMENDMENT,  INCLUDING
WITHOUT  LIMITATION,  ANY OF THE FOREGOING  THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY,  THIS AMENDMENT OR ANY RESTRUCTURING LENDER DOCUMENT. IN
ADDITION,  EACH CREDIT PARTY AGREES NOT TO  COMMENCE,  JOIN IN OR PROSECUTE  ANY
SUIT OR OTHER  PROCEEDING THAT IS ADVERSE TO ANY OF THE RELEASED PARTIES ARISING
DIRECTLY OR INDIRECTLY  FROM ANY OF THE FOREGOING  MATTERS.  THE CREDIT  PARTIES
AGREE TO  INDEMNIFY  AND HOLD  HARMLESS  THE  RELEASED  PARTIES FROM ANY LOSS OR
DAMAGES,  CLAIMS,  COSTS AND  ATTORNEY  FEES OR  EXPENSES  ARISING  OUT OF OR IN
CONNECTION WITH THIS AMENDMENT OR ANY RESTRUCTURING LENDER DOCUMENT.

         15.  Counterparts  This  Amendment  may be  executed  in any  number of
counterparts,  by  different  parties  hereto in  separate  counterparts  and by
facsimile  signature,  each of which when so  executed  and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same agreement.

         16.      Governing  Law. The rights and  obligations  of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.

                  [Remainder of page intentionally left blank.]

                                       7
<PAGE>


         17. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED
BY LAW,  HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY
DISPUTE WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,  AMONG THEM, OR ANY OF
THEM,  ARISING  OUT OF, IN  CONNECTION  WITH,  RELATED TO OR  INCIDENTAL  TO THE
RELATIONSHIP  ESTABLISHED  AMONG  THEM  IN  CONNECTION  WITH  THE  RESTRUCTURING
AGREEMENT,  THIS  AMENDMENT OR ANY DOCUMENT  EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT IN ANY WAY
AFFECT,  WAIVE,  LIMIT, AMEND OR MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO
PURSUE  REMEDIES  PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED  IN ANY NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  AMONG THE
UNDERSIGNED.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

                                      BORROWER:

                                     AMCAST INDUSTRIAL CORPORATION

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President, Finance

                                      GUARANTORS:

                                     ELKHART PRODUCTS CORPORATION

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     AMCAST AUTOMOTIVE OF INDIANA,

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     AS INTERNATIONAL, INC.

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                       8
<PAGE>


                                     IZUMI, INC.

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     AMCAST CASTING TECHNOLOGIES, INC.

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     AMCAST INDUSTRIAL FINANCIAL
                                        SERVICES, INC.

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     AMCAST INVESTMENT SERVICES
                                        CORPORATION

                                     By: /s/ Francis J. Drew
                                     Name: Francis J. Drew
                                     Title: Vice President

                                     CASTING TECHNOLOGY COMPANY
                                         By: Amcast Casting Technologies, Inc.,
                                         a General Partner

                                         By: /s/ Francis J. Drew
                                         Name: Francis J. Drew
                                         Title: Vice President

                                       9
<PAGE>


                                       RESTRUCTURING LENDERS:

                                         KEYBANK NATIONAL ASSOCIATION,
                                           as Existing Credit Agreement Agent,
                                           an Existing Credit Agreement Bank, a
                                           Line of Credit Lender and as the
                                           Collateral Agent

                                         By: /s/ Dale A. Clayton
                                         Name: Dale A. Clayton
                                         Title: Vice President

                                         THE BANK OF NEW YORK

                                         By: /s/ Stephen C. Brennan
                                         Name: Stephen C. Brennan
                                         Title: Vice President

                                         BANK ONE INDIANA, N.A.

                                         By: /s/ Richard Babcock
                                         Name: Richard Babcock
                                         Title: First Vice President

                                         CREDIT AGRICOLE INDOSUEZ

                                         By: /s/ Frederik W. Aase
                                         Name: Frederik W. Aase
                                         Title: Vice President

                                         and /s/ Joseph D. Catarina
                                         Name: Joseph D. Catarina
                                         Title: Vice President

                                         NATIONAL CITY BANK

                                         By: /s/ Neal J. Hinker
                                         Name: Neal J. Hinker
                                         Title: Senior Vice President


                                       10
<PAGE>







                                         U.S. BANK NATIONAL  ASSOCIATION
                                         (successor to Firstar Bank, N.A.),
                                           as an Existing Credit Agreement Bank
                                           and a Line of Credit Lender

                                         By: /s/ Greg Wilson
                                         Name: Greg Wilson
                                         Title: VP


                                         COMERICA BANK

                                         By: /s/ Sarah N. Riggs
                                         Name: Sarah N. Riggs
                                         Title: Account Officer


                                         INTESABCI - NEW YORK BRANCH

                                         By:
                                         Name:
                                         Title:

                                         and
                                         Name:
                                         Title:


                                         UNICREDITO ITALIANO SPA

                                         By:
                                         Name:
                                         Title:

                                         and
                                         Name:
                                         Title:


                                       11
<PAGE>



                                         SAN PAOLO IMI S.p.A.

                                         By: /s/ Luca Sacchi
                                         Name: Luca Sacchi
                                         Title: VP

                                         and /s/ Carlo Persico
                                         Name: Carlo Persico
                                         Title: General Manager


                                         PRINCIPAL LIFE INSURANCE
                                            COMPANY

                                         By: /s/ Debra Svoboda Epp
                                         Name: Debra Svoboda Epp
                                         Title: Counsel

                                         and /s/ Christopher J. Henderson
                                             ----------------------------
                                         Name: Christopher J. Henderson
                                         Title: Counsel

                                         THE NORTHWESTERN MUTUAL LIFE
                                            INSURANCE COMPANY

                                         By: /s/ Jeffrey J. Leuken
                                         Name: Jeffrey J. Leuken
                                         Title:  Its Authorized Representative

                                       12

<PAGE>


                                    Exhibit F

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow report

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base -consolidated and by facility

6.       Cash  call  weekly  trend  reports  by  facility.  Tracks  inventory  ,
         past  dues,  labor  cost,  capital expenditures and headcount

7.       Cash call end of month  report  -tracks by  facility:  receivables,
         payables,  capital  expenditures  and performance cash flow.

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions -formal Amcast report

10.       Manning status-formal Amcast report

11.      Past due receivable trend report- consolidated, by facility

12.       Profit drivers- formal Amcast report

13.       Report of major new projects, concerns, etc -"State of Amcast"


                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex481.txt
<DESCRIPTION>EXHIBIT 4.8.1 - AMEND 1 TO LIFO RESTRUCT AGREE
<TEXT>
                 AMENDMENT NO. 1 TO LIFO RESTRUCTURING AGREEMENT

         This Amendment No. 1 to LIFO  Restructuring  Agreement (this
"Amendment") is made as of October 31, 2002, by and among:

         (a)      AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
                 ("Borrower");

         (b)      the   Guarantors,   as   defined   in  the   LIFO
                  Restructuring   Agreement   (as   hereinafter defined)
                  (together with Borrower, collectively, the "Credit Parties");

         (c)      the lending institutions parties hereto (the "LIFO Banks");
                  and

         (d)      KEYBANK  NATIONAL  ASSOCIATION,  as agent  for the LIFO  Banks
                  ("LIFO Agent" and together with the LIFO Banks,  collectively,
                  the "LIFO Lenders").

                                    RECITALS:

         A. The Credit Parties,  the Guarantors and the LIFO Lenders are parties
to the LIFO Restructuring Agreement,  dated as of July 15, 2002 (as the same may
from  time to  time be  amended,  restated  or  otherwise  modified,  the  "LIFO
Restructuring Agreement").

         B. The Credit  Parties,  the  Guarantors and the LIFO Lenders desire to
amend the LIFO Restructuring  Agreement to modify certain provisions thereof and
to consent and agree to certain other items as set forth herein.

         C.       Each  capitalized  term used herein shall be defined in
accordance  with the LIFO  Restructuring Agreement.

                                   AGREEMENT:

         In  consideration  of the premises and mutual  covenants herein and for
other valuable considerations,  the Credit Parties and the LIFO Lenders agree as
follows:

         1.       New  Definitions.  Section 1.1 of the LIFO  Restructuring
Agreement is hereby amended to add the following new definitions thereto:

                  "Domestic  Adjusted  EBITDA" means Domestic  EBITDA other than
         Domestic  EBITDA  attributable  to CTC  Company (as defined in the LIFO
         Credit Agreement).

                  "Domestic  Fixed  Charges"  means,   for  any  period,   on  a
         Consolidated basis (but excluding Foreign Subsidiaries and CTC Company,
         as  defined  in the LIFO  Credit  Agreement  as in  effect  on the date
         hereof) and in accordance with GAAP, the aggregate of (a) cash interest
         expense (including,  without limitation, the "imputed interest" portion
         of capital  leases,  synthetics  leases and asset  securitizations,  if
         any), (b) principal payments on Funded  Indebtedness (as defined in the
         LIFO  Credit  Agreement  as in  effect  on the  date  hereof),  and (c)
         Consolidated  Capital  Expenditures  (as  defined  in the  LIFO  Credit
         Agreement as in effect on the date hereof).

<PAGE>


                  "Fixed  Charge  Deficit"  means the  deficiency  created  when
         Domestic Fixed Charges for the most recently  completed  fiscal quarter
         of Borrower exceed (i) Domestic Adjusted EBITDA for such quarter,  plus
         (ii) the  aggregate  amount of cash on deposit  in the Cash  Collateral
         Account (other than the Special  Reserve Funds) on the last day of such
         quarter.

                  "Fixed Charge Coverage Ratio" means, for any time period,  the
         ratio of (a) Domestic  Adjusted EBITDA for such period, to (b) Domestic
         Fixed Charges for such period.

                  "Fixed Charge Surplus" means the surplus created when Domestic
         Adjusted  EBITDA  for the most  recently  completed  fiscal  quarter of
         Borrower,  plus the  aggregate  amount of cash on  deposit  in the Cash
         Collateral  Account (other than the Special  Reserve Funds) on the last
         day of such quarter exceeds Domestic Fixed Charges for such quarter.

                  "Special  Reserve Funds" has the meaning  specified in Section
3.10(e) hereof.

         2.       Amendment to Mandatory  Prepayment  Provisions.  Section 3.5
of the LIFO Restructuring  Agreement is hereby amended and restated in its
entirety as follows:

                  3.5.     Mandatory Prepayments.
                           ---------------------

                  (a) In addition to any mandatory prepayment  provisions in any
         of the  Creditor  Documents,  Borrower  shall  pay  to  the  applicable
         Creditors,  as a mandatory  prepayment on their  respective LIFO Lender
         Obligations and, if applicable,  the Subordinated  Lender  Obligations,
         the following amounts (collectively, the "Additional Prepayments") that
         shall be applied to such obligations as set forth below:

                           (i)      on February 28, 2003, $4,000,000; and

                           (ii)  on  August  31,   2003,   an  amount  equal  to
         $3,500,000  plus the amount of Special  Reserve  Funds held in the Cash
         Collateral Account on such date.

                  (b) Each Additional Prepayment shall be applied, first, to the
         LIFO Lender  Obligations,  if any,  and,  second,  to the  Subordinated
         Lender Obligations,  on a pro rata basis;  provided,  however, that any
         voluntary  prepayment  of  the  Subordinated  Lender  Obligations  made
         pursuant  to  the  next  sentence  shall  reduce  the  amounts  of  the
         Additional Prepayments in forward order of maturity. In addition, it is
         understood and agreed that any voluntary prepayment of the Subordinated
         Lender  Obligations  that is caused by an obligation of the Borrower to
         prepay  Existing Credit  Agreement  Obligations as a result of currency
         fluctuations relating to the conversion or continuation of a LIBOR Loan
         (as defined in the Existing  Credit  Agreement)  that is denominated in
         Euros  (including any prepayment of the Noteholder  Obligations and the
         Line of Credit  Lender  Obligations  made so that the  holders  of such
         obligations  share ratably in the aggregate  amount prepaid) shall be a
         "Permitted Payment" for purposes of the Subordination Agreement.

                                       2
<PAGE>


                  (c) The Borrowing  Base shall be reduced by an amount equal to
         the sum of all Additional  Prepayments made at or prior to the time the
         Borrowing Base is calculated.

         3.       Monthly  Reporting.  Section  3.6 of the LIFO  Restructuring
Agreement  is  hereby  amended  and restated in its entirety as follows:

                  3.6 Additional  Financial  Reporting.  Commencing on and after
         October 31, 2002,  within thirty (30) days after the end of each month,
         Borrower will deliver to the LIFO Lenders a monthly financial reporting
         package that  includes the items set forth on Exhibit B hereto,  and is
         otherwise in form and detail satisfactory to the LIFO Lenders.

         4.       Amendment  to  Financial  Covenants.  Section 3.8 of the LIFO
Restructuring  Agreement is hereby amended and restated in its entirety as
follows:

                  3.8 Financial  Covenants.  The LIFO Lenders and Borrower agree
         that  the  financial  covenants  set  forth  below  shall  replace  the
         financial  covenants  set forth in Section  4.7(b),  (c) and (d) of the
         LIFO Credit Agreement.  Borrower shall comply at all times with each of
         the following:

                           (a) Fixed Charge Coverage  Ratio.  Borrower shall not
                  suffer or permit at any time the Fixed Charge  Coverage  Ratio
                  to be less  than (i) .48 to 1.00  for the  fiscal  quarter  of
                  Borrower  ending on or about  November 30,  2002,  (ii) .55 to
                  1.00 for the  fiscal  quarter of  Borrower  ending on or about
                  February 28, 2003 and the previous fiscal  quarter,  (iii) .76
                  to 1.00 for the fiscal quarter of Borrower  ending on or about
                  May 31, 2003 and the two previous  fiscal  quarters,  and (iv)
                  .86 to 1.00 for the fiscal  quarter of  Borrower  ending on or
                  about August 31, 2003 and the three previous fiscal quarters.

                           (b) Consolidated EBITDA. Borrower shall not suffer or
                  permit at any time  Consolidated  EBITDA  (as  defined  in the
                  Existing  Credit  Agreement as in effect on the date  hereof),
                  for the  most  recently  completed  four  fiscal  quarters  of
                  Borrower,  to be less than (i) $30,938,000 for the four fiscal
                  quarter period of Borrower ending on or about August 31, 2002,
                  (ii)  $25,900,000  for  the  four  fiscal  quarter  period  of
                  Borrower   ending  on  or  about  November  30,  2002,   (iii)
                  $27,000,000  for the four  fiscal  quarter  period of Borrower
                  ending on or about February 28, 2003, (iv) $29,300,000 for the
                  four fiscal quarter period of Borrower  ending on or about May
                  31,  2003,  and (v)  $36,100,000  for the four fiscal  quarter
                  period of Borrower ending on or about August 31, 2003.

                                       3
<PAGE>


                           (c)  Domestic  EBITDA.  Borrower  shall not suffer or
                  permit  at any time  Domestic  EBITDA,  for the most  recently
                  completed  four fiscal  quarters of Borrower,  to be less than
                  (i) $31,670,000 for the four fiscal quarter period of Borrower
                  ending on or about August 31, 2002,  (ii)  $28,200,000 for the
                  four  fiscal  quarter  period of  Borrower  ending on or about
                  November  30,  2002,  (iii)  $29,800,000  for the four  fiscal
                  quarter  period of Borrower  ending on or about  February  28,
                  2003,  (iv)  $30,200,000 for the four fiscal quarter period of
                  Borrower  ending on or about May 31, 2003, and (v) $34,400,000
                  for the four fiscal  quarter  period of Borrower  ending on or
                  about August 31, 2003.

                           (d) Consolidated Capital Expenditures. Borrower shall
                  not  suffer  or  permit  at  any  time  Consolidated   Capital
                  Expenditures  (as defined in the Existing Credit  Agreement as
                  in effect on the date hereof), for the most recently completed
                  fiscal year of Borrower,  to be greater  than (i)  $22,755,000
                  for the fiscal year of Borrower  ending on or about August 31,
                  2002,  and (ii)  $20,591,000  for the fiscal  year of Borrower
                  ending on or about August 31, 2003.

         Provided,  however, that any of the financial covenants set forth above
         will be adjusted to reflect the impact on such covenants for any fiscal
         quarter  (and  any  testing  period   including  such  fiscal  quarter)
         following  the sale by any Company of any  business  unit sold prior to
         such fiscal quarter of Borrower.

         5.       Special  Reserve  Funds.  Section 3.10 of the LIFO
Restructuring  Agreement is hereby amended to add the following new subpart (e)
thereto:

                  (e) Special  Reserve  Funds.  On and after  October 31,  2002,
         Borrower  shall maintain at least  $6,000,000 of immediately  available
         funds in the  Cash  Collateral  Account,  which  funds  shall be (i) in
         addition to all other amounts Borrower is required to maintain pursuant
         to Section  3.10(b) above and (ii)  designated by the LIFO Agent as the
         "Special  Reserve  Funds"  (such funds being  referred to herein as the
         "Special  Reserve  Funds").  Borrower shall not use the Special Reserve
         Funds  except  as set forth  herein.  If,  after the end of any  fiscal
         quarter of Borrower,  a Fixed Charge Deficit exists,  then Borrower may
         use the Special Reserve Funds for the payment of interest and scheduled
         principal payments with respect to the Subordinated  Lender Obligations
         and the LIFO Lender  Obligations  in  accordance  with the terms of the
         Subordinated  Lender  Documents  and  the  LIFO  Lender  Documents.  In
         addition,  if at any time the amount of Special  Reserve  Funds is less
         than  $6,000,000,  then Borrower will deposit into the Cash  Collateral
         Account  any amounts  that exist at the end of any fiscal  quarter as a
         result of a Fixed Charge Surplus up to $6,000,000.

         6.  Consent.  The LIFO  Lender  Documents  prohibit  the  sale,  lease,
transfer or other  disposition of assets by the Companies except as specifically
permitted in such LIFO Lender  Documents.  Borrower has advised the LIFO Lenders
that, in connection  with settlement of a dispute,  Borrower  intends to sell to
The Vaughn Group a software upgrade (the "Specified  Property")  currently owned
by Borrower and used with an IBM AS/400  computer.  Borrower has requested  that


                                       4
<PAGE>

the LIFO Lenders consent to the sale of the Specified  Property  notwithstanding
the  restrictions  set  forth in the LIFO  Lender  Documents.  By  signing  this
Amendment, the LIFO Lenders hereby consent to the sale of the Specified Property
on the terms and  conditions  described  by Borrower to the LIFO  Lenders on the
conditions   that  (i)  no   Termination   Event  shall  exist  under  the  LIFO
Restructuring Agreement prior to or immediately after such sale of the Specified
Property, and (ii) the proceeds of such sale shall be applied in accordance with
the Subordination  Agreement. The LIFO Agent is hereby authorized and instructed
to authenticate and deliver any UCC partial release or other document necessary,
in the opinion of the Collateral  Agent,  to effect the release of the Specified
Property.

         7.       Consent to  Restructuring  Amendment.  Each of the LIFO
Lenders  party  hereto  consents  to and acknowledges the terms of Amendment No.
1 to the Subordinated  Lender  Restructuring  Agreement (the "Subordinated
Lender Restructuring Amendment") which is being entered into concurrently
herewith.

         8.       New  Exhibit.  The LIFO  Restructuring  Agreement  is hereby
amended  by adding a new  Exhibit B (Monthly Reporting Package) thereto in the
form of Exhibit B attached hereto.

         9.       Conditions  Precedent.  This  Amendment  shall  become
effective  upon the  satisfaction  of the following conditions precedent:

         (a)      this Amendment has been executed by the Credit Parties and the
LIFO Lenders;

         (b)      the Subordinated Lender Restructuring Amendment has been
executed by the parties thereto;

         (c)      Borrower has paid all legal fees and expenses of the LIFO
Agent; and

         (d) Borrower has provided such other items and has satisfied such other
conditions as may be reasonably required by the LIFO Lenders.

         10. Representations and Warranties. Each Credit Party hereby represents
and  warrants to the LIFO Lenders that (a) such Credit Party has the legal power
and authority to execute and deliver this Amendment; (b) the officials executing
this  Amendment  have been duly  authorized  to execute and deliver the same and
bind such Credit Party with respect to the provisions  hereof; (c) the execution
and delivery  hereof by such Credit Party and the  performance and observance by
such Credit Party of the  provisions  hereof do not violate or conflict with the
organizational  agreements  of such Credit Party or any law  applicable  to such
Credit Party or result in a breach of any  provision of or  constitute a default
under any other  agreement,  instrument or document  binding upon or enforceable
against such Credit Party; (d) no Termination  Event has occurred under the LIFO
Restructuring  Agreement, nor will any occur immediately after the execution and
delivery of this Amendment or by the  performance or observance of any provision
hereof; (e) none of the Credit Parties nor any of their respective  Subsidiaries
has any claim or offset  against,  or  defense  or  counterclaim  to, any of its
obligations or liabilities  under the LIFO  Restructuring  Agreement or any LIFO
Lender  Document;  and  (f)  this  Amendment  constitutes  a valid  and  binding
obligation of such Credit Party in every respect, enforceable in accordance with
its terms.

                                       5
<PAGE>


         11. LIFO  Restructuring  Agreement  Unaffected.  Each reference that is
made in the LIFO  Restructuring  Agreement  shall  hereafter  be  construed as a
reference to the LIFO Restructuring  Agreement as amended hereby. This Amendment
is a LIFO Lender Document. Except as herein otherwise specifically provided, all
provisions of the LIFO  Restructuring  Agreement  shall remain in full force and
effect and be unaffected hereby.

         12.      Captions.  The  recitals to this  Amendment  (except for
definitions)  and the section  captions used in this Amendment are for
convenience only and do not affect the construction of this Agreement.

         13.  RELEASE.  AS A CONDITION  PRECEDENT TO THE  EFFECTIVENESS  OF THIS
AMENDMENT, AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION,  EACH CREDIT PARTY HEREBY HOLDS HARMLESS,
RELEASES,  ACQUITS AND FOREVER  DISCHARGES AND EACH LIFO LENDER,  THE RESPECTIVE
PARTICIPANTS,  SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SERVANTS,  ATTORNEYS  AND  REPRESENTATIVES,  AS  WELL AS THE  RESPECTIVE  HEIRS,
PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS  OF ANY  AND  ALL  OF  THEM
(COLLECTIVELY,  THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS,  OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER,  KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED,  IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT  HEREAFTER  HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY,  FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING  WHATSOEVER  OCCURRING  BEFORE  THE DATE OF THIS  AMENDMENT,  INCLUDING
WITHOUT  LIMITATION,  ANY OF THE FOREGOING  THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, THIS AMENDMENT OR ANY LIFO LENDER DOCUMENT. IN ADDITION,
EACH CREDIT PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY SUIT OR OTHER
PROCEEDING THAT IS ADVERSE TO ANY OF THE RELEASED  PARTIES  ARISING  DIRECTLY OR
INDIRECTLY  FROM ANY OF THE  FOREGOING  MATTERS.  THE  CREDIT  PARTIES  AGREE TO
INDEMNIFY  AND HOLD  HARMLESS  THE  RELEASED  PARTIES  FROM ANY LOSS OR DAMAGES,
CLAIMS, COSTS AND ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH
THIS AMENDMENT OR ANY RESTRUCTURING LENDER DOCUMENT.

         14.  Counterparts  This  Amendment  may be  executed  in any  number of
counterparts,  by  different  parties  hereto in  separate  counterparts  and by
facsimile  signature,  each of which when so  executed  and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same agreement.

                                       6
<PAGE>

         15.      Governing  Law. The rights and  obligations  of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.

                                       7
<PAGE>


         16. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED
BY LAW,  HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY
DISPUTE WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,  AMONG THEM, OR ANY OF
THEM,  ARISING  OUT OF, IN  CONNECTION  WITH,  RELATED TO OR  INCIDENTAL  TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THE LIFO  RESTRUCTURING
AGREEMENT,  THIS  AMENDMENT OR ANY DOCUMENT  EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT IN ANY WAY
AFFECT,  WAIVE,  LIMIT, AMEND OR MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO
PURSUE  REMEDIES  PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED  IN ANY NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  AMONG THE
UNDERSIGNED.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

                                       BORROWER:

                                      AMCAST INDUSTRIAL CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President, Finance

                                       GUARANTORS:

                                      ELKHART PRODUCTS CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST AUTOMOTIVE OF INDIANA,

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AS INTERNATIONAL, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                       8
<PAGE>


                                      IZUMI, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST CASTING TECHNOLOGIES,
                                           INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST INDUSTRIAL FINANCIAL
                                         SERVICES, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST INVESTMENT SERVICES
                                         CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      CASTING TECHNOLOGY COMPANY
                                          By: Amcast Casting Technologies, Inc.,
                                              a General Partner

                                          By: /s/ Francis J. Drew
                                          Name: Francis J. Drew
                                          Title: Vice President

                                       9
<PAGE>


                                        LIFO LENDERS:

                                          KEYBANK NATIONAL ASSOCIATION,
                                            as LIFO Agent and a LIFO Bank

                                          By: /s/ Dale A. Clayton
                                          Name: Dale A. Clayton
                                          Title: Vice President

                                          THE BANK OF NEW YORK

                                          By: /s/ Stephen C. Brennan
                                          Name: Stephen C. Brennan
                                          Title: Vice President

                                          BANK ONE INDIANA, N.A.

                                          By: /s/ Richard Babcock
                                          Name: Richard Babcock
                                          Title: First Vice President

                                          CREDIT AGRICOLE INDOSUEZ

                                          CREDIT AGRICOLE INDOSUEZ

                                          By: /s/ Frederik W. Aase
                                          Name: Frederik W. Aase
                                          Title: Vice President

                                          and /s/ Joseph D. Catarina
                                          Name: Joseph D. Catarina
                                          Title: Vice President

                                          NATIONAL CITY BANK

                                          By: /s/ Neal J. Hinker
                                          Name: Neal J. Hinker
                                          Title: Senior Vice President

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<PAGE>



                                          U.S. BANK NATIONAL  ASSOCIATION
                                          (successor to Firstar Bank, N.A.),
                                            as an Existing Credit Agreement Bank
                                            and a Line of Credit Lender

                                          By: /s/ Greg Wilson
                                          Name: Greg Wilson
                                          Title: VP


                                          COMERICA BANK

                                          By: /s/ Sarah N. Riggs
                                          Name: Sarah N. Riggs
                                          Title: Account Officer


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<PAGE>


                                    Exhibit B

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow report

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base -consolidated and by facility

6.       Cash  call  weekly  trend  reports  by  facility.  Tracks  inventory  ,
         past  dues,  labor  cost,  capital expenditures and headcount

7.       Cash call end of month  report  -tracks by  facility:  receivables,
         payables,  capital  expenditures  and performance cash flow.

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions -formal Amcast report

10.       Manning status-formal Amcast report

11.      Past due receivable trend report- consolidated, by facility

12.       Profit drivers- formal Amcast report

13.       Report of major new projects, concerns, etc -"State of Amcast"



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</TEXT>
</DOCUMENT>
</SUBMISSION>
