##### 









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q

(MARK ONE)


|  |  |                                                                                                                                                         
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004, OR   
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
    TRANSITION PERIOD
    FROM                   TO

Commission file no. 333-43005

PARK-OHIO INDUSTRIES, INC.

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                     
|------------------------------------------------------------------ |  | ------------------------------------
|Ohio                                                               |  | 34-6520107                          
|                                                                   |  |                                     
|(State or other jurisdiction of incorporation
    or organization) |  | (I.R.S. Employer Identification No.)
|                                                                  
|23000 Euclid Avenue, Cleveland, Ohio                               |  | 44117                               
|                                                                   |  |                                     
|(Address of principal executive offices)                           |  | (Zip Code)                          

Registrants telephone number, including area code:
216/692-7200

Pursuant to a corporate reorganization effective
June 15, 1998, Park-Ohio Industries, Inc.

became a wholly-owned subsidiary of Park-Ohio Holdings
Corp.


The registrant meets the conditions set forth in general
instruction H (1) (a) and (b) of Form 10-Q
and is therefore filing this form in reduced disclosure format.

Indicate by check mark whether the registrant:



|    |                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Has filed all reports required to be filed by Section 13 or
    15(d) of the Securities Exchange Act of 1934 during the
    preceding twelve months (or for such shorter period that the
    registrant was required to file such reports) and
|   
|(2) | Has been subject to such filing requirements for the past
    90 days.                                                                                                                                                                        

YES xNO o

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).

YES oNO x

All of the outstanding capital stock of the registrant is held
by Park-Ohio Holdings Corp. As of October 31, 2004,
100 shares of the registrants common stock,
$1 par value, were outstanding.

The Exhibit Index is located on page 23.



---






---



##### 










PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES

INDEX

|                  |  |                                                                                                            |    |      |    | 
|----------------- |  | ---------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                  |  |                                                                                                            |    | Page
|                  |  |                                                                                                            |    |     
|PART I.           |  | FINANCIAL INFORMATION                                                                                      |    |      |    | 
|Item 1            |  | Financial Statements (Unaudited)                                                                           |    |      | 3  | 
|                  |  | Consolidated balance
    sheets  September 30, 2004 and December 31,
    2003                             |    |      | 4  | 
|                  |  | Consolidated statements of
    income  Three months and nine months ended
    September 30, 2004 and 2003 |    |      | 5  | 
|                  |  | Consolidated statement of
    shareholders equity  Nine months ended
    September 30, 2004              |    |      | 6  | 
|                  |  | Consolidated statements of
    cash flows  Nine months ended September 30, 2004
    and 2003              |    |      | 7  | 
|                  |  | Notes to consolidated
    financial statements  September 30, 2004                                        |    |      | 8  | 
|                  |  | Report of Independent
    Registered Public Accounting Firm                                                |    |      | 14 | 
|Item 2            |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                  |    |      | 15 | 
|Item 4            |  | Controls and Procedures                                                                                    |    |      | 20 | 
|PART II.          |  | OTHER INFORMATION                                                                                          |    |      |    | 
|Item 6            |  | Exhibits                                                                                                   |    |      | 21 | 
|SIGNATURE         |  |                                                                                                            | 22 |     
|EXHIBIT
    INDEX |  |                                                                                                            | 23 |     

2



---



##### 






PART I

FINANCIAL INFORMATION

3



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS

|                                            |                                                                                                                                    |                           |         |              |         |   |         |         |         | 
|------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ------------ | ------- | - | ------- | ------- | ------- | 
|                                            |                                                                                                                                    | (Unaudited)               |         |             
|                                            |                                                                                                                                    | September 30,             |         | December 31,
|                                            |                                                                                                                                    | 2004                      |         | 2003        
|                                            |                                                                                                                                    |                           |         |             
|                                            |                                                                                                                                    |                          
|                                            |                                                                                                                                    | (Dollars in thousands)   
|ASSETS                                      |                                                                                                                                    |                           |         |              |         |   |         |        
|                                           
|Current Assets                              |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            | Cash and cash equivalents                                                                                                          |                           | $       | 5,978        |         |   | $       | 2,191   |        
|                                            | Accounts receivable, less allowances for doubtful
    accounts of $3,437 at September 30, 2004 and $3,271 at
    December 31, 2003 |                           |         | 151,167      |         |   |         | 100,938 |        
|                                            | Inventories                                                                                                                        |                           |         | 184,735      |         |   |         | 149,075 |        
|                                            | Other current assets                                                                                                               |                           |         | 21,426       |         |   |         | 16,155  |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    | Total Current Assets      |         |              | 363,306 |   |         |         | 268,359 | 
|Property, Plant and Equipment               |                                                                                                                                    |                           | 247,584 |              |         |   | 224,710 |        
|                                            | Less accumulated depreciation                                                                                                      |                           |         | 140,165      |         |   |         | 129,434 |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    |                           | 107,419 |              |         |   | 95,276  |        
|Other Assets                                |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            | Goodwill                                                                                                                           |                           |         | 82,375       |         |   |         | 82,278  |        
|                                            | Net assets held for sale                                                                                                           |                           |         | 1,305        |         |   |         | 2,321   |        
|                                            | Prepaid pension and other                                                                                                          |                           |         | 62,858       |         |   |         | 61,310  |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    | $                         | 617,263 |              |         | $ | 509,544 |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY    |                                                                                                                                    |                           |         |              |         |   |         |        
|Current Liabilities                         |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            | Trade accounts payable                                                                                                             |                           | $       | 101,171      |         |   | $       | 66,153  |        
|                                            | Accrued expenses                                                                                                                   |                           |         | 73,435       |         |   |         | 46,384  |        
|                                            | Current portion of long-term liabilities                                                                                           |                           |         | 2,382        |         |   |         | 2,811   |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    | Total Current Liabilities |         |              | 176,988 |   |         |         | 115,348 | 
|Long-Term Liabilities, less current portion |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            | 9.25% Senior Subordinated Notes, maturing on
    December 1, 2007                                                                  |                           |         | 199,930      |         |   |         | 199,930 |        
|                                            | Revolving credit facility, maturing on
    June 30, 2007                                                                           |                           |         | 130,700      |         |   |         | 101,000 |        
|                                            | Other long-term debt                                                                                                               |                           |         | 7,587        |         |   |         | 8,234   |        
|                                            | Other postretirement benefits and other long-term
    liabilities                                                                  |                           |         | 25,500       |         |   |         | 26,671  |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    |                           | 363,717 |              |         |   | 335,835 |        
|Shareholders Equity                        |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            | Common stock                                                                                                                       |                           |         | -0-          |         |   |         | -0-     |        
|                                            | Additional paid-in capital                                                                                                         |                           |         | 64,844       |         |   |         | 64,844  |        
|                                            | Retained earnings (deficit)                                                                                                        |                           |         | 13,446       |         |   |         | (3,219  | )      
|                                            | Accumulated other comprehensive loss                                                                                               |                           |         | (1,732       | )       |   |         | (3,264  | )      
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    |                           | 76,558  |              |         |   | 58,361  |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        
|                                            |                                                                                                                                    | $                         | 617,263 |              |         | $ | 509,544 |        
|                                            |                                                                                                                                    |                           |         |              |         |   |         |        



|      |                                                                                                                                                                                                                                                                              
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: | The balance sheet at December 31, 2003 has
    been derived from the audited financial statements at that date,
    but does not include all of the information and footnotes
    required by generally accepted accounting principles for
    complete financial statements.

See notes to consolidated financial statements.

4



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |        | 
|-------------------------------------------- | -------------------------- | ---------------------- | ------- | ----------------- |  | ---- | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                             |                            |                        |         |                  
|                                             |                            | Three Months Ended     |         | Nine Months Ended
|                                             |                            | September 30,          |         | September 30,    
|                                             |                            |                        |         |                  
|                                             |                            | 2004                   |         | 2003              |  | 2004 |         | 2003  
|                                             |                            |                        |         |                   |  |      |         |       
|                                             |                            |                       
|                                             |                            | (Amounts in thousands)
|Net sales                                    |                            | $                      | 200,875 |                   |  | $    | 146,830 |        |  | $ | 594,154 |        |  | $ | 461,596 |       
|Cost of products sold                        |                            |                        | 169,549 |                   |  |      | 125,078 |        |  |   | 498,938 |        |  |   | 389,588 |       
|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |       
|                                             | Gross profit               |                        |         | 31,326            |  |      |         | 21,752 |  |   |         | 95,216 |  |   |         | 72,008 | 
|Selling, general and administrative expenses |                            |                        | 19,806  |                   |  |      | 14,955  |        |  |   | 57,134  |        |  |   | 45,452  |       
|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |       
|                                             | Operating income           |                        |         | 11,520            |  |      |         | 6,797  |  |   |         | 38,082 |  |   |         | 26,556 | 
|Interest expense                             |                            |                        | 6,510   |                   |  |      | 6,512   |        |  |   | 18,842  |        |  |   | 19,964  |       
|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |       
|                                             | Income before income taxes |                        |         | 5,010             |  |      |         | 285    |  |   |         | 19,240 |  |   |         | 6,592  | 
|Income taxes                                 |                            |                        | 949     |                   |  |      | 144     |        |  |   | 2,575   |        |  |   | 1,116   |       
|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |       
|                                             | Net income                 |                        | $       | 4,061             |  |      | $       | 141    |  |   | $       | 16,665 |  |   | $       | 5,476  | 
|                                             |                            |                        |         |                   |  |      |         |        |  |   |         |        |  |   |         |       

See notes to consolidated financial statements.

5



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENT OF SHAREHOLDERS
EQUITY (UNAUDITED)


|                           |                                         |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        |        | 
|-------------------------- | --------------------------------------- | ------ | --- | ------- |  | --------- | ------ | ------------- |  | ----- | ------ | ------ |  | - | ------ | ----- |  | - | ------ | ------ | 
|                           |                                         |        |     |         |  |           |        | Accumulated   |  |      
|                           |                                         |        |     |         |  | Retained  |        | Other         |  |      
|                           |                                         | Common |     | Paid-In |  | Earnings  |        | Comprehensive |  |      
|                           |                                         | Stock  |     | Capital |  | (Deficit) |        | (Loss)        |  | Total
|                           |                                         |        |     |         |  |           |        |               |  |      
|Balance January 1, 2004    |                                         | $      | -0- |         |  | $         | 64,844 |               |  | $     | (3,219 | )      |  | $ | (3,264 | )     |  | $ | 58,361 |       
|Comprehensive income:      |                                         |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        |       
|                           | Net income                              |        |     |         |  |           |        |               |  |       |        | 16,665 |  |   |        |       |  |   |        | 16,665 | 
|                           | Foreign currency translation adjustment |        |     |         |  |           |        |               |  |       |        |        |  |   |        | 1,532 |  |   |        | 1,532  | 
|                           |                                         |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        |       
|                           | Comprehensive income                    |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        | 18,197 | 
|                           |                                         |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        |       
|Balance September 30, 2004 |                                         | $      | -0- |         |  | $         | 64,844 |               |  | $     | 13,446 |        |  | $ | (1,732 | )     |  | $ | 76,558 |       
|                           |                                         |        |     |         |  |           |        |               |  |       |        |        |  |   |        |       |  |   |        |       

See notes to consolidated financial statements.

6



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |          |        |        |  
|------------------------------------------------ | -------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ------ | ------- | ------- | ------ | -------- | ------ | ------ | -
|                                                 |                                                                                              |                                                 
|                                                 |                                                                                              | Nine Months Ended                               
|                                                 |                                                                                              | September 30,                                   
|                                                 |                                                                                              |                                                 
|                                                 |                                                                                              | 2004                                             |                                                  | 2003  
|                                                 |                                                                                              |                                                  |                                                  |       
|                                                 |                                                                                              |                                                 
|                                                 |                                                                                              | (Dollars in                                     
|                                                 |                                                                                              | thousands)                                      
|OPERATING ACTIVITIES                             |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 | Net income                                                                                   |                                                  | $                                                | 16,665 |         |         | $      | 5,476    |       
|                                                 | Adjustments to reconcile net income to net cash
    (used) provided by operating activities: |                                                  |                                                  |        |         |         |        |          |       
|                                                 |                                                                                              | Depreciation and amortization                    |                                                  |        | 11,813  |         |        |          | 11,999 |       
|                                                 |                                                                                              | Changes in operating assets and liabilities:     |                                                  |        |         |         |        |          |        |       
|                                                 |                                                                                              |                                                  | Accounts receivable                              |        |         | (41,298 | )      |          |        | (5,306 | )
|                                                 |                                                                                              |                                                  | Inventories and other current assets             |        |         | (39,142 | )      |          |        | (1,334 | )
|                                                 |                                                                                              |                                                  | Accounts payable and accrued expenses            |        |         | 45,399  |        |          |        | (5,136 | )
|                                                 |                                                                                              |                                                  | Other                                            |        |         | (1,881  | )      |          |        | (3,427 | )
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 |                                                                                              |                                                  | Net Cash (Used) Provided by Operating Activities |        |         | (8,444  | )      |          |        | 2,272  |  
|INVESTING ACTIVITIES                             |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 | Purchases of property, plant and equipment, net                                              |                                                  |                                                  | (6,394 | )       |         |        | (8,298   | )     
|                                                 | Acquisition, net of cash acquired                                                            |                                                  |                                                  | (9,998 | )       |         |        | -0-      |       
|                                                 | Proceeds from sale of assets held for sale                                                   |                                                  |                                                  | -0-    |         |         |        | 7,340    |       
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 |                                                                                              | Net Cash (Used) by Investing Activities          |                                                  |        | (16,392 | )       |        |          | (958   | )     
|FINANCING ACTIVITIES                             |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 | Proceeds from bank arrangements                                                              |                                                  |                                                  | 28,623 |         |         |        | 112,000  |       
|                                                 | Repayment of old revolving credit agreement                                                  |                                                  |                                                  | -0-    |         |         |        | (112,000 | )     
|                                                 | Payments on debt, net                                                                        |                                                  |                                                  | -0-    |         |         |        | (9,782   | )     
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|                                                 |                                                                                              | Net Cash Provided (Used) by Financing Activities |                                                  |        | 28,623  |         |        |          | (9,782 | )     
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|Increase (Decrease) in Cash and Cash Equivalents |                                                                                              |                                                  | 3,787                                            |        |         |         | (8,468 | )       
|Cash and Cash Equivalents at Beginning of Period |                                                                                              |                                                  | 2,191                                            |        |         |         | 8,800  |         
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|Cash and Cash Equivalents at End of Period       |                                                                                              | $                                                | 5,978                                            |        |         | $       | 332    |         
|                                                 |                                                                                              |                                                  |                                                  |        |         |         |        |         
|Taxes paid (received)                            |                                                                                              | $                                                | 2,191                                            |        |         | $       | (881   | )       
|Interest paid                                    |                                                                                              |                                                  | 13,592                                           |        |         |         | 14,902 |         

See notes to consolidated financial statements.

7



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


September 30, 2004

(Amounts in Thousands)

NOTE A  Basis of
Presentation

The consolidated financial statements include the
accounts of Park-Ohio Industries, Inc. and its subsidiaries
(Park-Ohio, the Company). Park-Ohio is a
wholly-owned subsidiary of Park-Ohio Holdings Corp. All
significant intercompany transactions have been eliminated in
consolidation.

The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted 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 by accounting principles
generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results
for the three-month and nine-month periods ended
September 30, 2004 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 2004. For further information, refer to the
consolidated financial statements and footnotes thereto included
in the Companys Annual Report on Form 10-K for the
year ended December 31, 2003.

NOTE B  Acquisition and
Dispositions

On August 23, 2004, the Company acquired
substantially all of the assets of the Automotive Components
Group (Amcast Components Group) of Amcast Industrial
Corporation. The purchase price was approximately
$10.0 million in cash and the assumption of approximately
$9.0 million of operating liabilities. The acquisition was
funded with borrowings under the Companys revolving credit
facility. The purchase price and the results of operations of
Amcast Components Group prior to its date of acquisition were
not deemed significant as defined in Regulation S-X. The
results of operations for Amcast Components Group have been
included since August 23, 2004.

The tentative allocation of the purchase price
has been performed based on the assignment of fair values to
assets acquired and liabilities assumed. Final fair values will
be based primarily on appraisals yet to be performed by an
independent appraisal firm.

The tentative allocation of the purchase price is
as follows:

|                       |                        |   |        |         |  
|---------------------- | ---------------------- | - | ------ | ------- | -
|Cash acquisition price |                        | $ | 10,000 |        
|                      
|Assets                 |                        |   |        |        
|                       | Accounts receivable    |   |        | (8,931  | )
|                       | Inventories            |   |        | (1,677  | )
|                       | Property and equipment |   |        | (16,264 | )
|                       | Other                  |   |        | (115    | )
|                      
|Liabilities            |                        |   |        |        
|                       | Accounts payable       |   |        | 4,041   |  
|                       | Compensation accruals  |   |        | 5,504   |  
|                       | Other accruals         |   |        | 7,442   |  
|                       |                        |   |        |        
|Goodwill               |                        | $ | -0-    |        
|                       |                        |   |        |        

The Company has a plan for integration activities
and plant rationalizations. In accordance with FASB EITF Issue
No. 95-3, Recognition of Liabilities in Connection
with a Purchase Business Combination, the

8



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)   Continued

Company recorded accruals for severance, exit and
relocation costs in the purchase price allocation. A
reconciliation of the beginning and ending accrual balances is
as follows:

|                              |  |           |       |      |  |            |     |       |  |   |     |  |  |   |       | 
|----------------------------- |  | --------- | ----- | ---- |  | ---------- | --- | ----- |  | - | --- |  |  | - | ----- | 
|                              |  | Severance |       | Exit |  | Relocation |     | Total
|                              |  |           |       |      |  |            |     |      
|Balance at June 30, 2004      |  | $         | -0-   |      |  | $          | -0- |       |  | $ | -0- |  |  | $ | -0-   | 
|Add: Accruals                 |  |           | 1,916 |      |  |            | 100 |       |  |   | 265 |  |  |   | 2,281 | 
|Less: Payments                |  |           | 249   |      |  |            | -0- |       |  |   | -0- |  |  |   | 249   | 
|                              |  |           |       |      |  |            |     |       |  |   |     |  |  |   |       | 
|Balance at September 30, 2004 |  | $         | 1,667 |      |  | $          | 100 |       |  | $ | 265 |  |  | $ | 2,032 | 
|                              |  |           |       |      |  |            |     |       |  |   |     |  |  |   |       | 

On April 1, 2004, the Company acquired the
remaining 66% of the common stock of Japan Ajax Magnethermic
Company (Jamco) for cash existing on the balance
sheet of Jamco at that date. No additional purchase price was
paid by the Company. The purchase price and the results of
operations of Jamco prior to its date of acquisition were not
deemed significant as defined in Regulation S-X.

During the first quarter of 2003, the Company
completed the sale of substantially all of the assets of Green
Bearing (Green) and St. Louis Screw and Bolt
(St. Louis Screw) for cash of approximately
$7.3 million in the aggregate. No gains or losses were
recorded on the sales. Green and St. Louis Screw were
non-core businesses in the ILS Segment and Manufactured Products
Segment, respectively, and had been identified as businesses the
Company was selling as part of its restructuring activities
during 2002 and 2001.

NOTE C  Recent Accounting
Pronouncements

In December 2003, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 132R,
Employers Disclosure about Pensions and Other
Postretirement Benefits. SFAS No. 132R requires,
among other things, additional disclosures about the components
of pension expense for interim periods beginning after
December 15, 2003. The Company adopted this pronouncement
as of December 31, 2003 and included the revised annual
disclosure in its 2003 Form 10-K. See Note H to the
consolidated financial statements in this report for the
required interim disclosures.

In December 2003, the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the Medicare
Act) was enacted in the United States. The Medicare Act,
among other things, expanded existing Medicare healthcare
benefits to include an outpatient prescription drug benefit to
Medicare eligible residents of the
U.S. (Part D) beginning in 2006.
Prescription drug coverage will be available to eligible
individuals who voluntarily enroll under a Part D plan. As
an alternative, employers may provide drug coverage at least
actuarially equivalent to standard coverage and
receive a tax-free federal subsidy equal to 28% of a portion of
a Medicare beneficiarys drug costs. However, if covered
retirees enroll in a Part D plan, the employer would not
receive the subsidy.

The FASB has proposed Staff Position
(FSP) FAS No. 106-2, Accounting and
Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, to
provide guidance on accounting for effects of this healthcare
benefit legislation. The FSP would treat the effect of the
employer subsidy on the accumulated postretirement benefit
obligation (APBO) as an actuarial gain. The effect
of the subsidy would also be reflected in the estimate of
service cost in measuring the cost of benefits attributable to
current service. The effects of plan amendments adopted
subsequent to the adoption of the Medicare Act to qualify plans
as actuarially equivalent would be treated as actuarial gains if
the net effect of the amendments reduces the APBO. The net
effect on the APBO of any plan amendments that (a) reduce
benefits under the plan and thus disqualify the benefits as
actuarially equivalent and (b) eliminate the subsidy would
be accounted for as prior service cost.

The Company has completed its assessment of the
provisions of the Medicare Act on its postretirement healthcare
plans. The effect of the Medicare Act is a reduction to the APBO
of $2.4 million. The effect of the

9



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)   Continued

Medicare Act will reduce the net periodic
postretirement benefit cost by $.3 million in 2004. During
the three months ended September 30, 2004, the Company
recorded reduction to the net periodic postretirement benefit
cost of $.2 million.

NOTE D  Inventories

The components of inventory consist of the
following:

|                              |  |               |         |              |  |   |         | 
|----------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                              |  | September 30, |         | December 31,
|                              |  | 2004          |         | 2003        
|                              |  |               |         |             
|In process and finished goods |  | $             | 147,594 |              |  | $ | 121,154 | 
|Raw materials and supplies    |  |               | 37,141  |              |  |   | 27,921  | 
|                              |  |               |         |              |  |   |         | 
|                              |  | $             | 184,735 |              |  | $ | 149,075 | 
|                              |  |               |         |              |  |   |         | 

NOTE E  Pension Plans and Other
Postretirement Benefits

Effective December 31, 2003, the Company
adopted SFAS No. 132 (revised 2003),
Employers Disclosures about Pensions and Other
Postretirement Benefits. This standard requires the
disclosure of the components of net periodic benefit cost
recognized during interim periods.

|                                     |  |                    |        |                         |  |                    |        |                   |  |      |        |      |  |      |        |      |  |   |     |   |  |   |     |   |  |   |       |   |  |   |       |  
|------------------------------------ |  | ------------------ | ------ | ----------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | - | --- | - |  | - | --- | - |  | - | ----- | - |  | - | ----- | -
|                                     |  |                    |        |                        
|                                     |  | Pension Benefits   |        | Postretirement Benefits
|                                     |  |                    |        |                        
|                                     |  |                    |        |                         |  |                    |        |                  
|                                     |  | Three Months Ended |        | Nine Months Ended       |  | Three Months Ended |        | Nine Months Ended
|                                     |  | September 30,      |        | September 30,           |  | September 30,      |        | September 30,    
|                                     |  |                    |        |                         |  |                    |        |                  
|                                     |  | 2004               |        | 2003                    |  | 2004               |        | 2003              |  | 2004 |        | 2003 |  | 2004 |        | 2003
|                                     |  |                    |        |                         |  |                    |        |                   |  |      |        |      |  |      |        |     
|Service costs                        |  | $                  | 72     |                         |  | $                  | 136    |                   |  | $    | 228    |      |  | $    | 408    |      |  | $ | 23  |   |  | $ | 37  |   |  | $ | 102   |   |  | $ | 111   |  
|Interest costs                       |  |                    | 860    |                         |  |                    | 874    |                   |  |      | 2,530  |      |  |      | 2,622  |      |  |   | 306 |   |  |   | 425 |   |  |   | 1,149 |   |  |   | 1,275 |  
|Expected return on plan assets       |  |                    | (2,099 | )                       |  |                    | (1,807 | )                 |  |      | (6,285 | )    |  |      | (5,421 | )    |  |   | -0- |   |  |   | -0- |   |  |   | -0-   |   |  |   | -0-   |  
|Transition obligation                |  |                    | (12    | )                       |  |                    | (12    | )                 |  |      | (36    | )    |  |      | (36    | )    |  |   | -0- |   |  |   | -0- |   |  |   | -0-   |   |  |   | -0-   |  
|Amortization of prior service cost   |  |                    | 32     |                         |  |                    | 64     |                   |  |      | 97     |      |  |      | 192    |      |  |   | (20 | ) |  |   | (20 | ) |  |   | (60   | ) |  |   | (60   | )
|Recognized net actuarial (gain) loss |  |                    | (48    | )                       |  |                    | 90     |                   |  |      | (211   | )    |  |      | 270    |      |  |   | (43 | ) |  |   | 13  |   |  |   | 74    |   |  |   | 39    |  
|                                     |  |                    |        |                         |  |                    |        |                   |  |      |        |      |  |      |        |      |  |   |     |   |  |   |     |   |  |   |       |   |  |   |       |  
|Benefit (income) costs               |  | $                  | (1,195 | )                       |  | $                  | (655   | )                 |  | $    | (3,677 | )    |  | $    | (1,965 | )    |  | $ | 266 |   |  | $ | 455 |   |  | $ | 1,265 |   |  | $ | 1,365 |  
|                                     |  |                    |        |                         |  |                    |        |                   |  |      |        |      |  |      |        |      |  |   |     |   |  |   |     |   |  |   |       |   |  |   |       |  

The Company has completed its assessment of the
provisions of the Medicare Act on its postretirement healthcare
plans. The effect of the Medicare Act is a reduction to the APBO
of $2.4 million. The effect of the Medicare Act will reduce
the net periodic postretirement benefit cost by $.3 million
in 2004. During the three months ended September 30, 2004,
the Company recorded reduction to the net periodic
postretirement benefit cost of $.2 million.

NOTE F  Segments

The Company operates through three segments:
Integrated Logistics Solutions (ILS), Aluminum
Products and Manufactured Products. ILS is a leading supply
chain logistics provider of production components to large,
multinational manufacturing companies, other manufacturers and
distributors. In connection with the supply of such production
components, ILS provides a variety of value-added,
cost-effective supply chain management services. Aluminum
Products manufactures cast aluminum components for the
automotive, agricultural equipment, heavy duty truck and
construction equipment industries. Aluminum Products also
provides value-added services such as design and engineering,
machining and

10



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)   Continued

assembly. Manufactured Products operates a
diverse group of niche manufacturing businesses that design and
manufacture a broad range of high quality products engineered
for specific customer applications.

Results by business segment were as follows:

|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |         | 
|--------------------------- | --------------------- | ------------------ | ------- | ----------------- |  | ---- | ------- | ------ |  | - | ------- | ------- |  | - | ------- | ------- | 
|                            |                       |                    |         |                  
|                            |                       | Three Months Ended |         | Nine Months Ended
|                            |                       | September 30,      |         | September 30,    
|                            |                       |                    |         |                  
|                            |                       | 2004               |         | 2003              |  | 2004 |         | 2003  
|                            |                       |                    |         |                   |  |      |         |       
|Net sales:                  |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|                            | ILS                   |                    | $       | 112,158           |  |      | $       | 89,436 |  |   | $       | 343,272 |  |   | $       | 278,312 | 
|                            | Aluminum products     |                    |         | 35,741            |  |      |         | 20,045 |  |   |         | 91,591  |  |   |         | 68,018  | 
|                            | Manufactured products |                    |         | 52,976            |  |      |         | 37,349 |  |   |         | 159,291 |  |   |         | 115,266 | 
|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|                            |                       | $                  | 200,875 |                   |  | $    | 146,830 |        |  | $ | 594,154 |         |  | $ | 461,596 |        
|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|Income before income taxes: |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|                            | ILS                   |                    | $       | 6,216             |  |      | $       | 5,847  |  |   | $       | 23,694  |  |   | $       | 17,932  | 
|                            | Aluminum products     |                    |         | 2,235             |  |      |         | 1,901  |  |   |         | 6,566   |  |   |         | 8,701   | 
|                            | Manufactured products |                    |         | 5,183             |  |      |         | 563    |  |   |         | 13,704  |  |   |         | 4,309   | 
|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|                            |                       |                    | 13,634  |                   |  |      | 8,311   |        |  |   | 43,964  |         |  |   | 30,942  |        
|Corporate costs             |                       |                    | (2,114  | )                 |  |      | (1,514  | )      |  |   | (5,882  | )       |  |   | (4,386  | )      
|Interest expense            |                       |                    | (6,510  | )                 |  |      | (6,512  | )      |  |   | (18,842 | )       |  |   | (19,964 | )      
|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        
|                            |                       | $                  | 5,010   |                   |  | $    | 285     |        |  | $ | 19,240  |         |  | $ | 6,592   |        
|                            |                       |                    |         |                   |  |      |         |        |  |   |         |         |  |   |         |        

|                                     |                       |               |         |              |  |   |         |         | 
|------------------------------------ | --------------------- | ------------- | ------- | ------------ |  | - | ------- | ------- | 
|                                     |                       | September 30, |         | December 31,
|                                     |                       | 2004          |         | 2003        
|                                     |                       |               |         |             
|Identifiable assets were as follows: |                       |               |         |              |  |   |         |        
|                                     | ILS                   |               | $       | 310,609      |  |   | $       | 267,361 | 
|                                     | Aluminum products     |               |         | 120,032      |  |   |         | 88,031  | 
|                                     | Manufactured products |               |         | 178,177      |  |   |         | 121,331 | 
|                                     | General corporate     |               |         | 8,445        |  |   |         | 32,821  | 
|                                     |                       |               |         |              |  |   |         |        
|                                     |                       | $             | 617,263 |              |  | $ | 509,544 |        
|                                     |                       |               |         |              |  |   |         |        

NOTE G  Comprehensive Income
(Loss)

Total comprehensive income was as follows:

|                                  |  |                    |       |                   |  |      |      |      |  |   |        |  |  |   |       | 
|--------------------------------- |  | ------------------ | ----- | ----------------- |  | ---- | ---- | ---- |  | - | ------ |  |  | - | ----- | 
|                                  |  |                    |       |                  
|                                  |  | Three Months Ended |       | Nine Months Ended
|                                  |  | September 30,      |       | September 30,    
|                                  |  |                    |       |                  
|                                  |  | 2004               |       | 2003              |  | 2004 |      | 2003
|                                  |  |                    |       |                   |  |      |      |     
|Net income                        |  | $                  | 4,061 |                   |  | $    | 141  |      |  | $ | 16,665 |  |  | $ | 5,476 | 
|Foreign currency translation      |  |                    | 1,438 |                   |  |      | (630 | )    |  |   | 1,532  |  |  |   | 2,140 | 
|                                  |  |                    |       |                   |  |      |      |      |  |   |        |  |  |   |       | 
|Total comprehensive income (loss) |  | $                  | 5,499 |                   |  | $    | (489 | )    |  | $ | 18,197 |  |  | $ | 7,616 | 
|                                  |  |                    |       |                   |  |      |      |      |  |   |        |  |  |   |       | 

11



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)   Continued

The components of accumulated comprehensive loss
at September 30, 2004 and December 31, 2003 are as
follows:

|                                        |  |               |        |              |  |   |        |  
|--------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | -
|                                        |  | September 30, |        | December 31,
|                                        |  | 2004          |        | 2003        
|                                        |  |               |        |             
|Foreign currency translation adjustment |  | $             | (2,623 | )            |  | $ | (1,091 | )
|Minimum pension liability               |  |               | 4,355  |              |  |   | 4,355  |  
|                                        |  |               |        |              |  |   |        |  
|                                        |  | $             | 1,732  |              |  | $ | 3,264  |  
|                                        |  |               |        |              |  |   |        |  

NOTE H  Restructuring
Activities

The Company responded to the economic downturn by
reducing costs in a variety of ways, including restructuring
businesses and selling non-core manufacturing assets. These
activities, which included asset write-downs and other exit
costs related to the shutdown of facilities, generated
restructuring and asset impairment charges of
$19.4 million, $19.2 million and $28.5 million in
2003, 2002 and 2001, respectively (of which $1.0 million in
2003, $5.6 million (490 employees) in 2002 and
$6.9 million (525 employees) in 2001 related to severance
and exit costs). For further details on the restructuring plan,
see Note N to the audited financial statements contained in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2003.

The accrued liability balance for severance and
exit costs and related cash payments consisted of:

|                              |  |   |        |  
|----------------------------- |  | - | ------ | -
|2001                          |  |   |        |  
|Severance and exit charges    |  | $ | 6,883  |  
|Cash payments                 |  |   | (2,731 | )
|                              |  |   |        |  
|                             
|Balance at December 31, 2001  |  |   | 4,152  |  
|2002                          |  |   |        |  
|Severance and exit charges    |  |   | 5,599  |  
|Cash payments                 |  |   | (5,706 | )
|                              |  |   |        |  
|Balance at December 31, 2002  |  |   | 4,045  |  
|                             
|2003                          |  |   |        |  
|Severance and exit charges    |  |   | 990    |  
|Cash payments                 |  |   | (2,500 | )
|                              |  |   |        |  
|Balance at December 31, 2003  |  |   | 2,535  |  
|                             
|2004                          |  |   |        |  
|Cash payments                 |  |   | (1,617 | )
|                              |  |   |        |  
|Balance at September 30, 2004 |  | $ | 918    |  
|                              |  |   |        |  

As of September 30, 2004, all of the
525 employees identified in 2001 and 490 employees
identified in 2002 had been terminated. The workforce reductions
under the restructuring plan consisted of hourly and salaried
employees at various operating facilities due to either closure
or consolidation.

Net sales for the businesses that were included
in net assets held for sale were $-0- and $1,139 for the nine
months ended September 30, 2004 and 2003, respectively.
Operating income for these entities was $-0- and ($8) for the
nine months ended September 30, 2004 and 2003, respectively.

12



---



##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)   Continued

NOTE I  Accrued Warranty
Costs

The Company estimates the amount of warranty
claims on sold products that may be incurred based on current
and historical data. The actual warranty expense could differ
from the estimates made by the Company based on product
performance. The following table presents the changes in the
Companys product warranty liability:

|                              |                                              |   |       |        |  
|----------------------------- | -------------------------------------------- | - | ----- | ------ | -
|Balance at January 1, 2004    |                                              | $ | 5,614 |       
|                              | Claims paid during the year                  |   |       | (3,855 | )
|                              | Additional warranties issued during the year |   |       | 2,182  |  
|                              | Acquired warranty liabilities                |   |       | 501    |  
|                              |                                              |   |       |       
|Balance at September 30, 2004 |                                              | $ | 4,442 |       
|                              |                                              |   |       |       

NOTE J  Income Taxes

The effective income tax rate for the nine-month
period ended September 30, 2004 was 13%, compared to 17%
for the corresponding period in 2003. Only foreign and state
income taxes were provided for in both periods, because federal
income taxes were offset by net operating loss carryforwards
that were not recognized previously due to valuation allowances.
At December 31, 2003, the Company had net operating loss
carryforwards of approximately $35.7 million. Tax benefits
related to these carryforwards were fully offset by valuation
allowances in 2002, because the Company was in a three-year
cumulative loss position.

NOTE K  Derivatives and
Hedging

The Company recognizes all derivative financial
instruments as either assets or liabilities at fair value. The
Company has no derivative instruments that are classified as
fair value hedges. Changes in the fair value of derivative
instruments that are classified as cash flow hedges are
recognized in other comprehensive income until such time as the
hedged items are recognized in net income.

During the second quarter of 2004, the Company
entered into forward contracts, for the purpose of hedging
exposure to changes in the value of accounts receivable in Euros
against the US dollar, for a notional amount of
$5.1 million, of which $2.2 million was outstanding at
September 30, 2004. These transactions are considered cash
flow hedges and, therefore, the fair market value at the end of
the third quarter 2004 of a $.1 million loss, has been
recognized in other comprehensive income (loss). Because there
is no ineffectiveness on the cash flow hedges, all changes in
fair value of these derivatives are recorded in equity and not
included in the current periods income statement. The
$.1 million of loss on the fair value of the hedges is
classified in current accrued liabilities.

13



---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Board of Directors and Shareholder

Park-Ohio Industries, Inc.


We have reviewed the accompanying consolidated
balance sheet of Park-Ohio Industries, Inc. and subsidiaries as
of September 30, 2004 and the related consolidated
statements of income for the three-month and nine-month periods
ended September 30, 2004 and 2003, the consolidated
statement of shareholders equity for the nine-month period
ended September 30, 2004 and the consolidated statements of
cash flows for the nine-month periods ended September 30,
2004 and 2003. These financial statements are the responsibility
of the Companys management.

We conducted our review in accordance with
standards of the Public Company Accounting Oversight Board
(United States). A review of interim financial information
consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the standards
of the Public Company Accounting Oversight Board, the objective
of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.

Based upon our reviews, we are not aware of any
material modifications that should be made to the consolidated
financial statements referred to above for them to be in
conformity with U.S. generally accepted accounting
principles.

We have previously audited, in accordance with
the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheet of Park-Ohio
Industries, Inc. and subsidiaries as of December 31, 2003
and the related consolidated statements of operations,
shareholders equity, and cash flows for the year then
ended, not presented herein, and in our report dated
March 9, 2004, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance
sheet as of December 31, 2003, is fairly stated, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.



| |                      
| | ---------------------
| | /s/ Ernst & Young LLP

Cleveland, Ohio

November 10, 2004


14



---



##### 








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of
    Financial Condition and Results of Operations

The consolidated financial statements of the
Company include the accounts of Park-Ohio Industries, Inc. and
its subsidiaries. All significant intercompany transactions have
been eliminated in consolidation. Financial information for the
three-months and nine-month periods ended September 30,
2004 is not directly comparable to the financial information for
the same periods in 2003 primarily due to acquisitions and
divestitures.

Executive Overview

The Company is an industrial supply chain
logistics and diversified manufacturing business operating in
three business segments, Integrated Logistics Solutions, or ILS,
Aluminum Products and Manufactured Products. ILS provides our
customers with integrated supply chain management services for a
broad range of high-volume specialty production components and
has a leading position in North America. Our Aluminum Products
business manufactures cast and machined aluminum components and
our Manufactured Products business is a major manufacturer of
highly engineered industrial products. Our businesses serve
large, industrial equipment manufacturers, or OEMs, in a variety
of industrial sectors, including the automotive, heavy-duty
truck, industrial equipment, steel, rail, electrical controls,
aerospace and defense, lawn and garden, and semiconductor
industries. Sales, earnings and other relevant financial data
for these three segments are provided in Note F to the
consolidated financial statements, included elsewhere herein.

The Company continues to experience the increased
sales and profitability it previously forecast for 2004 as the
manufacturing economy returns to growth, particularly in three
of the Companys customer segments, heavy-duty truck,
semiconductor equipment and equipment for steel manufacturing.
Net sales increased 29% in the first nine months of 2004
compared to the same period in 2003. Net income more than
tripled in the first nine months of 2004 compared to the same
period in 2003.

Sustained growth in the Companys sales and
profitability from 1993 through early 2000 was followed by
declines in later 2000 and 2001, primarily due to economic
weakness. The Companys sales stabilized in 2002 and 2003,
declining slightly due primarily to divestitures, and losses
(including restructuring and impairment charges) began to
diminish.

The Company responded to the economic downturn by
reducing costs, increasing prices on targeted products,
restructuring many of its businesses and selling non-core
manufacturing assets. Since 2000, the Company has consolidated
28 supply chain logistics facilities, and closed or sold 11
manufacturing plants. In regard to these actions, the Company
recorded restructuring and impairment charges in 2001, 2002 and
2003. For more information on these charges, see Note H to
the consolidated financial statements, included elsewhere herein.

The Companys primary sources of liquidity
are funds provided by operations and funds available from an
existing bank revolving credit arrangement. The Company may
borrow up to $185.0 million under its revolving credit
agreement, expiring July 30, 2007, subject to an asset
based formula. The credit agreement is secured by substantially
all the assets of the Company. At September 30, 2004, the
Company had $46.3 million of unused borrowing availability
from the revolving credit agreement. The Companys
$199.9 million of outstanding Senior Subordinated Notes
mature in December, 2007. On November 9, the Company
announced that it had commenced a cash tender offer for any and
all of its outstanding Senior Subordinated Notes. The Company
intends to fund the tender offer primarily with the proceeds
from a new issuance of long-term debt. Funds provided by
operations plus available borrowings under the revolving credit
agreement are expected to be adequate to meet the Companys
cash requirements until 2007.

The Company completed the sale of substantially
all of the assets of St. Louis Screw and Bolt
(St. Louis Screw) and Green Bearing
(Green) in the first quarter 2003, for cash totaling
approximately $7.3 million in the aggregate. The Company
acquired the remaining 66% of the common stock of Japan Ajax
Magnethermic Company (Jamco) on April 1, 2004
for cash existing on the balance sheet of Jamco at that date. No
additional purchase price was paid by the Company.

15



---



##### 



The Company acquired substantially all the assets
of the Amcast Components Group on August 23, 2004, for
$10.0 million cash and the assumption of approximately
$9.0 million of operating liabilities. This acquisition
included accounts receivable and inventory of $10.6 million
and property and equipment of $16.3 million, based on a
tentative allocation of the purchase price. Approximately
$2.3 million was accrued for severance, exit and relocation
costs, of which a balance of $2.0 million remained at
September 30, 2004. For more details, see Note B to
the Consolidated Financial Statements included herewith.

Results of Operations



| |                                             
| | --------------------------------------------
| | Nine Months 2004 versus Nine Months
    2003



| |                      
| | ---------------------
| | Net Sales by Segment:

|                       |  |               |       |      |  |         |       |            |  |          |       |      |  |  |    |   |  |   |      |   |  |  |    |  
|---------------------- |  | ------------- | ----- | ---- |  | ------- | ----- | ---------- |  | -------- | ----- | ---- |  |  | -- | - |  | - | ---- | - |  |  | -- | -
|                       |  |               |       |      |  |         |       |            |  |         
|                       |  | Nine Months   |       |      |  |         |       |            |  |         
|                       |  | Ended         |       |      |  |         |       |            |  |         
|                       |  | September 30, |       |      |  |         |       | Acquired/  |  | Internal
|                       |  |               |       |      |  | Percent |       | (Divested) |  | Growth  
|                       |  | 2004          |       | 2003 |  | Change  |       | Change     |  | Sales    |       | Rate
|                       |  |               |       |      |  |         |       |            |  |          |       |     
|ILS                    |  | $             | 343.3 |      |  | $       | 278.3 |            |  | $        | 65.0  |      |  |  | 23 | % |  | $ | (1.0 | ) |  |  | 24 | %
|Aluminum products      |  |               | 91.6  |      |  |         | 68.0  |            |  |          | 23.6  |      |  |  | 35 | % |  |   | 10.2 |   |  |  | 20 | %
|Manufactured products  |  |               | 159.3 |      |  |         | 115.3 |            |  |          | 44.0  |      |  |  | 38 | % |  |   | 3.9  |   |  |  | 35 | %
|                       |  |               |       |      |  |         |       |            |  |          |       |      |  |  |    |   |  |   |      |   |  |  |    |  
|Consolidated Net Sales |  | $             | 594.2 |      |  | $       | 461.6 |            |  | $        | 132.6 |      |  |  | 29 | % |  | $ | 13.1 |   |  |  | 26 | %
|                       |  |               |       |      |  |         |       |            |  |          |       |      |  |  |    |   |  |   |      |   |  |  |    |  

Net sales increased 29% for the first nine months
of 2004, compared to the same period in 2003. ILS sales
increased due to general economic growth, and in particular to
significant growth in the heavy-duty truck and semiconductor
industries. The divestiture of Green reduced ILS sales by
$1.0 million in the first nine months of 2004. Aluminum
Products sales increased primarily due to volume increases in
the automotive industry, as well as $10.2 million in sales
resulting from the Amcast Components Group acquisition on
August 23, 2004. Manufactured Products sales increased
primarily in the induction, pipe threading equipment and forging
businesses. Of this increase, $1.2 million was due to the
net effect of the second quarter 2004 acquisition of the
remaining 66% of the common stock of Jamco, partially offset by
the divestiture of St. Louis Screw in the first quarter of
2003.



| |                                          
| | -----------------------------------------
| | Cost of Products Sold & Gross
    Profit:

|                                   |  |               |       |      |  |         |       |        |  |   |       |   |  |  |    |  
|---------------------------------- |  | ------------- | ----- | ---- |  | ------- | ----- | ------ |  | - | ----- | - |  |  | -- | -
|                                   |  |               |       |      |  |        
|                                   |  | Nine Months   |       |      |  |        
|                                   |  | Ended         |       |      |  |        
|                                   |  | September 30, |       |      |  |        
|                                   |  |               |       |      |  | Percent
|                                   |  | 2004          |       | 2003 |  | Change  |       | Change
|                                   |  |               |       |      |  |         |       |       
|Consolidated cost of products sold |  | $             | 498.9 |      |  | $       | 389.6 |        |  | $ | 109.3 |   |  |  | 28 | %
|                                   |  |               |       |      |  |         |       |        |  |   |       |   |  |  |    |  
|Consolidated gross profit          |  | $             | 95.2  |      |  | $       | 72.0  |        |  | $ | 23.2  |   |  |  | 32 | %
|                                   |  |               |       |      |  |         |       |        |  |   |       |   |  |  |    |  
|Gross margin                       |  |               | 16.0  | %    |  |         | 15.6  | %      |  |   | 17.5  | % |  |  | .4 | %

Cost of products sold increased 28% for the first
nine months of 2004, compared to the same period in 2003, while
gross margin increased to 16.0% from 15.6%. ILS gross margin
decreased modestly, primarily due to steel price increases and
mix changes. Aluminum Products gross margin decreased due to a
combination of product mix and pricing changes and specific
one-time costs incurred in the first nine months for product
startup, scrap and reserves. Gross margin in the Manufactured
Products segment increased, primarily as a result of increased
sales and overhead efficiencies achieved in the induction
business, and the absorption of fixed overhead over a larger
sales base.

16



---



##### 





| |                                                         
| | --------------------------------------------------------
| | Selling, General & Administrative
    (SG&A) Expenses:

|                           |  |               |      |      |  |         |      |        |  |   |      |  |  |  |     |   
|-------------------------- |  | ------------- | ---- | ---- |  | ------- | ---- | ------ |  | - | ---- |  |  |  | --- | --
|                           |  |               |      |      |  |        
|                           |  | Nine Months   |      |      |  |        
|                           |  | Ended         |      |      |  |        
|                           |  | September 30, |      |      |  |        
|                           |  |               |      |      |  | Percent
|                           |  | 2004          |      | 2003 |  | Change  |      | Change
|                           |  |               |      |      |  |         |      |       
|Consolidated SG&A expenses |  | $             | 57.1 |      |  | $       | 45.5 |        |  | $ | 11.6 |  |  |  | 25  | % 
|SG&A percent               |  |               | 9.6  | %    |  |         | 9.9  | %      |  |   |      |  |  |  | (.3 | )%

SG&A expenses increased 25% for the first
nine months of 2004, compared to the same period in 2003.
Approximately half of this increase was due to acquisitions,
primarily Jamco and Amcast Components Group, Sarbanes-Oxley
compliance costs and specific one-time charges and credits,
while the remainder was primarily due to increased sales and
production volumes. Despite this increase, SG&A expenses as
a percent of sales decreased by .3% due both to cost reductions
from restructuring and to the absorption of these expenses over
increased sales. SG&A expenses were reduced in the first
nine months of 2004 compared to the same period in 2003 by a
$1.7 million increase in net pension credits reflecting
improved returns on pension plan assets.



| |                  
| | -----------------
| | Interest Expense:

|                               |  |               |       |      |  |         |       |        |  |   |      |   |  |  |              | 
|------------------------------ |  | ------------- | ----- | ---- |  | ------- | ----- | ------ |  | - | ---- | - |  |  | ------------ | 
|                               |  |               |       |      |  |        
|                               |  | Nine Months   |       |      |  |        
|                               |  | Ended         |       |      |  |        
|                               |  | September 30, |       |      |  |        
|                               |  |               |       |      |  | Percent
|                               |  | 2004          |       | 2003 |  | Change  |       | Change
|                               |  |               |       |      |  |         |       |       
|Interest expense               |  | $             | 18.8  |      |  | $       | 20.0  |        |  | $ | (1.2 | ) |  |  | (6)%         | 
|Average outstanding borrowings |  | $             | 323.0 |      |  | $       | 323.0 |        |  | $ | 0.0  |   |  |  | 0%           | 
|Average borrowing rate         |  |               | 7.78  | %    |  |         | 8.24  | %      |  |   | (46  | ) |  |  | basis points | 

Interest expense decreased 6% for the first nine
months of 2004, compared to the same period in 2003, primarily
due to reductions in the interest rate on the Companys
revolving credit facility, which became effective in August 2003.



| |            
| | -----------
| | Income Tax:

The effective income tax rate for the nine-month
period ended September 30, 2004 was 13%, compared to 17%
for the corresponding period in 2003. Only foreign and certain
state income taxes were provided for in both years, because
federal income taxes were not owed due to the recognition of net
operating loss carryforwards for which valuation allowances had
been provided. At December 31, 2003, subsidiaries of the
Company had $35.7 million of net operating loss
carryforwards for federal tax purposes. The Company has not
recognized any tax benefit for these loss carryforwards.



| |                                                 
| | ------------------------------------------------
| | Third Quarter 2004 versus Third Quarter
    2003



| |                      
| | ---------------------
| | Net Sales by Segment:

|                       |  |               |       |      |  |         |       |            |  |          |      |      |  |  |    |   |  |   |      |  |  |  |    |  
|---------------------- |  | ------------- | ----- | ---- |  | ------- | ----- | ---------- |  | -------- | ---- | ---- |  |  | -- | - |  | - | ---- |  |  |  | -- | -
|                       |  |               |       |      |  |         |       |            |  |         
|                       |  | Three Months  |       |      |  |         |       |            |  |         
|                       |  | Ended         |       |      |  |         |       |            |  |         
|                       |  | September 30, |       |      |  |         |       | Acquired/  |  | Internal
|                       |  |               |       |      |  | Percent |       | (Divested) |  | Growth  
|                       |  | 2004          |       | 2003 |  | Change  |       | Change     |  | Sales    |      | Rate
|                       |  |               |       |      |  |         |       |            |  |          |      |     
|ILS                    |  | $             | 112.2 |      |  | $       | 89.4  |            |  | $        | 22.8 |      |  |  | 26 | % |  | $ | 0.0  |  |  |  | 26 | %
|Aluminum products      |  |               | 35.7  |      |  |         | 20.0  |            |  |          | 15.7 |      |  |  | 79 | % |  |   | 10.2 |  |  |  | 28 | %
|Manufactured products  |  |               | 53.0  |      |  |         | 37.4  |            |  |          | 15.6 |      |  |  | 42 | % |  |   | 2.7  |  |  |  | 35 | %
|                       |  |               |       |      |  |         |       |            |  |          |      |      |  |  |    |   |  |   |      |  |  |  |    |  
|Consolidated Net Sales |  | $             | 200.9 |      |  | $       | 146.8 |            |  | $        | 54.1 |      |  |  | 37 | % |  | $ | 12.9 |  |  |  | 28 | %
|                       |  |               |       |      |  |         |       |            |  |          |      |      |  |  |    |   |  |   |      |  |  |  |    |  

Net sales increased 37% for the third quarter of
2004, compared to the same period in 2003. ILS sales increased
due to general economic growth, and in particular to significant
growth in the heavy-duty truck and semiconductor industries.
Aluminum Products sales increased $10.2 million from the
third quarter Amcast

17



---



##### 



Components Group acquisition, plus volume
increases in the automotive industry, and extension of specific
products to an additional engine platform. Manufactured Products
sales increased in the induction, pipe threading equipment and
forging businesses. The April 1, 2004 acquisition of the
remaining 66% of the common stock of Jamco increased
Manufactured Products segment sales by $2.7 million in the
third quarter of 2004.




| |                                          
| | -----------------------------------------
| | Cost of Products Sold & Gross
    Profit:

|                                   |  |                    |       |      |  |         |       |        |  |   |      |   |  |  |     | 
|---------------------------------- |  | ------------------ | ----- | ---- |  | ------- | ----- | ------ |  | - | ---- | - |  |  | --- | 
|                                   |  |                    |       |      |  |        
|                                   |  | Three Months Ended |       |      |  |        
|                                   |  | September 30,      |       |      |  |        
|                                   |  |                    |       |      |  | Percent
|                                   |  | 2004               |       | 2003 |  | Change  |       | Change
|                                   |  |                    |       |      |  |         |       |       
|Consolidated cost of products sold |  | $                  | 169.5 |      |  | $       | 125.1 |        |  | $ | 44.4 |   |  |  | 35% | 
|                                   |  |                    |       |      |  |         |       |        |  |   |      |   |  |  |     | 
|Consolidated gross profit          |  | $                  | 31.4  |      |  | $       | 21.8  |        |  | $ | 9.6  |   |  |  | 44% | 
|                                   |  |                    |       |      |  |         |       |        |  |   |      |   |  |  |     | 
|Gross margin                       |  |                    | 15.6  | %    |  |         | 14.9  | %      |  |   | 17.7 | % |  |  | .7% | 

Cost of products sold increased 35% for the third
quarter of 2004, compared to the same period in 2003, while
gross margin increased to 15.6% from 14.9%. ILS gross margin
decreased primarily due to mix changes and steel price
increases. Aluminum Products gross margin decreased due to a
combination of product mix and pricing changes and specific
one-time costs incurred in the second quarter for product
startup, scrap and reserves. Gross margin in the Manufactured
Products segment increased, primarily as a result of increased
sales and overhead efficiencies achieved in the induction
business, and the absorption of fixed overhead over a larger
sales base.



| |               
| | --------------
| | SG&A Expenses:

|                           |  |                    |      |      |  |         |      |        |  |   |     |  |  |  |     |   
|-------------------------- |  | ------------------ | ---- | ---- |  | ------- | ---- | ------ |  | - | --- |  |  |  | --- | --
|                           |  |                    |      |      |  |        
|                           |  | Three Months Ended |      |      |  |        
|                           |  | September 30,      |      |      |  |        
|                           |  |                    |      |      |  | Percent
|                           |  | 2004               |      | 2003 |  | Change  |      | Change
|                           |  |                    |      |      |  |         |      |       
|Consolidated SG&A expenses |  | $                  | 19.8 |      |  | $       | 15.0 |        |  | $ | 4.8 |  |  |  | 32  | % 
|                           |  |                    |      |      |  |         |      |        |  |   |     |  |  |  |     |   
|SG&A percent               |  |                    | 9.9  | %    |  |         | 10.2 | %      |  |   |     |  |  |  | (.3 | )%

SG&A expenses increased 32% for the third
quarter of 2004, compared to the same period in 2003.
Approximately half of this increase was due to acquisitions,
primarily Jamco and Amcast Components Group, Sarbanes-Oxley
compliance costs and specific one-time charges and credits,
while the remainder was primarily due to increased sales and
production volumes. Despite this increase, SG&A expenses as
a percent of sales decreased by .3%. SG&A expenses were
reduced in the third quarter of 2004 compared to the same period
in 2003 by a $.5 million increase in net pension credits
reflecting improved returns on pension plan assets.



| |                  
| | -----------------
| | Interest Expense:

|                               |  |                    |       |      |  |         |       |        |  |   |      |   |  |  |              |  
|------------------------------ |  | ------------------ | ----- | ---- |  | ------- | ----- | ------ |  | - | ---- | - |  |  | ------------ | -
|                               |  |                    |       |      |  |        
|                               |  | Three Months Ended |       |      |  |        
|                               |  | September 30,      |       |      |  |        
|                               |  |                    |       |      |  | Percent
|                               |  | 2004               |       | 2003 |  | Change  |       | Change
|                               |  |                    |       |      |  |         |       |       
|Interest expense               |  | $                  | 6.5   |      |  | $       | 6.5   |        |  | $ | 0.0  |   |  |  | 0            | %
|Average outstanding borrowings |  | $                  | 334.5 |      |  | $       | 320.2 |        |  | $ | 14.3 |   |  |  | 4            | %
|Average borrowing rate         |  |                    | 7.78  | %    |  |         | 8.13  | %      |  |   | (35  | ) |  |  | basis points |  

Interest expense remained unchanged for the third
quarter of 2004, compared to the same period in 2003, as
reductions in the interest rate on the Companys revolving
credit facility, which became effective in August 2003, were
offset by increased borrowings, primarily to support working
capital growth and for the Amcast Components Group acquisition.

18



---



##### 





| |            
| | -----------
| | Income Tax:

The effective income tax rate for the three-month
period ended September 30, 2004 was 19%, compared to 51%
for the corresponding period in 2003. Only foreign and certain
state income taxes were provided for in both years, because
federal income taxes were not owed due to the recognition of net
operating loss carryforwards for which valuation allowances had
been provided. At December 31, 2003, subsidiaries of the
Company had $35.7 million of net operating loss
carryforwards for federal tax purposes. The Company has not
recognized any tax benefit for these loss carryforwards.



| |       
| | ------
| | Other:

On November 8, 2004, a customer of the Company,
Murray, Inc., filed a voluntary petition for reorganization
under Chapter 11 of the US Bankruptcy Code. The
Company has accounts receivable of approximately
$.5 million from Murray, for which it has adequate
reserves. The Company also maintains inventory for this customer.

While the Company cannot yet determine whether
this event will impair the value of the inventory, Murray has
publicly announced its intention to continue operations and that
it has secured Debtor-in-Possession (DIP) Financing.
The Company will continue to monitor the situation in the coming
months.

Seasonality; Variability of Operating
Results

The Companys results of operations are
typically stronger in the first six months compared to the last
six months of each calendar year due to scheduled plant
maintenance in the third quarter to coincide with customer plant
shutdowns and due to holidays in the fourth quarter.

The timing of orders placed by the Companys
customers has varied with, among other factors, orders for
customers finished goods, customer production schedules,
competitive conditions and general economic conditions. The
variability of the level and timing of orders has, from time to
time, resulted in significant periodic and quarterly
fluctuations in the operations of the Companys business
units. Such variability is particularly evident at the capital
equipment businesses included in the Manufactured Products
segment, which typically ship a few large systems per year.

Forward-Looking Statements

This Form 10-Q contains certain statements
that are forward-looking statements within the
meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. Certain statements in this
Managements Discussion and Analysis of Financial Condition
and Results of Operations contain forward-looking statements,
including without limitation, credit availability, levels and
funding of capital expenditures, trends for the remainder of
2004 and proposed debt refinancings. Forward-looking statements
are necessarily subject to risks, uncertainties and other
factors, many of which are outside our control, which could
cause actual results to differ materially from such statements.
These uncertainties and other factors include such things as:
general business conditions, competitive factors, including
pricing pressures and product innovation; demand for our
products and services; raw material availability and pricing;
component part availability and pricing; adverse changes in our
relationships with customers and suppliers; financial condition
of customers, including impact of any bankruptcies; the ability
of the Company to successfully integrate recent and future
acquisitions into its existing operations; changes in general
domestic economic conditions such as inflation rates, interest
rates, foreign currency exchange rates, tax rates and adverse
impacts to us, our suppliers and customers from acts of
terrorism or hostilities; our ability to meet various covenants,
including financial covenants, contained in the Credit Agreement
and the indenture governing the Senior Subordinated Notes;
increasingly stringent domestic and foreign governmental
regulations including those affecting the environment; inherent
uncertainties involved in assessing our potential liability for
environmental remediation-related activities; the outcome of
pending and future litigation and other claims; dependence on
the automotive and heavy truck industries; dependence on key
management; and dependence on information systems. Any
forward-looking statement speaks only as of the date on which
such statement is made, and we undertake no obligation to update
any forward-looking statement, whether as a result of new
information, future events or

19



---



##### 



otherwise. In light of these and other
uncertainties, the inclusion of a forward-looking statement
herein should not be regarded as a representation by us that our
plans and objectives will be achieved.


Review By Independent Accountants

The consolidated financial statements at
September 30, 2004, and for the three-month and nine-month
periods ended September 30, 2004 and 2003, have been
reviewed, prior to filing, by Ernst & Young LLP, the
Companys independent registered public accountants, and
their report is included herein.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of September 30, 2004, management,
including our chief executive officer and chief financial
officer, evaluated the effectiveness of the design and operation
of the Companys disclosure controls and procedures. Based
upon, and as of the date of that evaluation, our chief executive
officer and chief financial officer concluded that the
disclosure controls and procedures were effective, in all
material respects, to ensure that information required to be
disclosed in the reports we file and submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported as and when required.

There have been no changes in the Companys
internal control over financial reporting that occurred during
the first nine months of 2004 that has materially affected, or
is reasonably likely to materially affect, the Companys
internal control over financial reporting.

Section 404 of the Sarbanes-Oxley Act
requires the Companys management to report on, and its
independent auditors to attest to, the Companys internal
control over financial reporting as of December 31, 2004.
The Company is actively continuing its ongoing process,
utilizing outside assistance, of documenting, testing and
evaluating the effectiveness of, and remediating any issues
identified with its internal control over financial reporting.
During this process, a number of such issues were identified,
some of which have been completely remediated, while remediation
and re-assessment activities continue for others. The process of
documenting, testing and evaluating the Companys internal
control over financial reporting under the applicable guidelines
is complex and time consuming, and available internal and
external resources necessary to assist the Company in the
documentation and testing required to comply with Section 404
are limited. While the Company currently believes it has
dedicated the appropriate resources and that it will be able to
fully comply with Section 404 in its Annual Report on
Form 10-K for the year ended December 31, 2004 and be
in a position to conclude that the Companys internal
control over financial reporting is effective as of
December 31, 2004, because (a) the applicable
requirements are complex, (b) the testing and evaluation of
internal control over financial reporting are time consuming,
(c) the Companys evaluation must be made as of
December 31, 2004 and (d) currently unforeseen events
or circumstances beyond the Companys control could arise,
there can be no assurance that the Company will ultimately be
able to fully comply with Section 404 in its Annual Report
on Form 10-K for the year ended December 31, 2004 or
whether it will be able to conclude the Companys internal
control over financial reporting is effective as of
December 31, 2004.

20



---



##### 






PART II

OTHER INFORMATION






|        |         
|------- | --------
|Item 6. | Exhibits

The following exhibits are included herein:

| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------ |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4)    |  |  | First Amendment dated September 30, 2004, to
    the Amended and Restated Credit Agreement, dated
    November 5, 2003, among Park-Ohio Industries, Inc., the
    other loan parties thereto, the lenders party thereto, Bank One,
    NA and Bank One Capital Markets, Inc. (included as
    Exhibit 4.1 to Form 8-K filed by the Company on
    October 1, 2004 and incorporated herein by reference
    (Commission File No. 0-3134)).
| | (31.1) |  |  | Principal Executive Officers Certification
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                
| | (31.2) |  |  | Principal Financial Officers Certification
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                
| | (32)   |  |  | Certification requirement under Section 906
    of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                        
| | (99)   |  |  | Asset purchase agreement among Park-Ohio
    Industries, Inc. (Parent), GAMCO Components Group LLC
    (Purchaser) and Amcast Industrial Corporation (Seller) dated as
    of August 23, 2004 (included as Exhibit 99.1 to Form
    8-K filed by the Company on August 26, 2004 and
    incorporated herein by reference (Commission File No. 0-3134)).                                                                                  

21



---



##### 






SIGNATURE

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



| |                           
| | --------------------------
| | PARK-OHIO INDUSTRIES, INC.
| |                           
| | (Registrant)              



| |                            | 
| | -------------------------- | 
| | By  /s/ RICHARD P. ELLIOTT

| |                         
| | ------------------------
| |                         
| | Name: Richard P. Elliott

| |                                 | 
| | ------------------------------- | 
| | Title: Vice President and Chief

| |                                  
| | ---------------------------------
| | Financial Officer (Principal     
| | Financial and Accounting Officer)
|
| | Dated  November 10,
    2004     
| |                                  

22



---



##### 






EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

PARK-OHIO INDUSTRIES INC. AND
SUBSIDIARIES

FOR THE QUARTER ENDED SEPTEMBER 30,
2004


|        |      |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |    
|        |      |    
|        | (4)  |     |  | First Amendment dated September 30, 2004, to
    the Amended and Restated Credit Agreement, dated
    November 5, 2003, among Park-Ohio Industries, Inc., the
    other loan parties thereto, the lenders party thereto, Bank One,
    NA and Bank One Capital Markets, Inc. (included as
    Exhibit 4.1 to Form 8-K filed by the Company on
    October 1, 2004 and incorporated herein by reference
    (Commission File No. 0-3134))
|        | (31  | .1) |  | Principal Executive Officers Certification
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                               
|        | (31  | .2) |  | Principal Financial Officers Certification
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                               
|        | (32) |     |  | Certification requirement under Section 906
    of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                       
|        | (99) |     |  | Asset purchase agreement among Park-Ohio
    Industries, Inc. (Parent), GAMCO Components Group LLC
    (Purchaser) and Amcast Industrial Corporation (Seller) dated as
    of August 23, 2004 (included as Exhibit 99.1 to
    Form 8-K filed by the Company on August 26, 2004 and
    incorporated herein by reference (Commission File
    No. 0-3134))                                                                              

23