##### 









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 MARCH 31, 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. 0-3134

PARK-OHIO INDUSTRIES, INC.

(Exact name of registrant as specified in its
charter)


|                                                                                 |  |                                                       
|-------------------------------------------------------------------------------- |  | ------------------------------------------------------
|Ohio(State or other
    jurisdiction of
    incorporation or organization)       |  | 34-6520107(I.R.S.
    Employer
    Identification No.)
|                                                                                
|23000 Euclid Avenue, Cleveland, Ohio(Address of
    principal executive offices) |  | 44117(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 12 b-2).

YES oNO x

All of the outstanding capital stock of the registrant is held
by Park-Ohio Holdings Corp. As of April 30, 2004,
100 shares of the registrants common stock, $1 par
value were outstanding.

The Exhibit Index is located on page 20.









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##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES

INDEX

|              |  |                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------
|PART I.       |  | FINANCIAL INFORMATION                                                                            
|Item 1        |  | Financial Statements (Unaudited)                                                                 
|              |  | Consolidated balance sheets  March 31,
    2004 and December 31, 2003                           
|              |  | Consolidated statements of income 
    Three month periods ended March 31, 2004
    and 2003    
|              |  | Consolidated statement of shareholders
    equity  Three months ended March 31, 2004           
|              |  | Consolidated statements of cash flows 
    Three month periods ended March 31, 2004
    and 2003
|              |  | Notes to consolidated financial
    statements  March 31, 2004                                  
|              |  | Independent accountants review report                                                           
|Item 2        |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations        
|Item 4        |  | Controls and Procedures                                                                          
|PART II.      |  | OTHER INFORMATION                                                                                
|SIGNATURE    
|EXHIBIT INDEX

2



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##### 



PART I

FINANCIAL INFORMATION

3



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##### 



Park-Ohio Industries, Inc. and
Subsidiaries

Consolidated Balance Sheets

|                                            |                                                                                                                                |                           |         |             |         |   |         |         |         | 
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------- | ------- | ----------- | ------- | - | ------- | ------- | ------- | 
|                                            |                                                                                                                                | (Unaudited)               |         |            
|                                            |                                                                                                                                | March 31                  |         | December 31
|                                            |                                                                                                                                | 2004                      |         | 2003       
|                                            |                                                                                                                                |                           |         |            
|                                            |                                                                                                                                |                          
|                                            |                                                                                                                                | (Dollars in thousands)   
|ASSETS                                      |                                                                                                                                |                           |         |             |         |   |         |        
|Current Assets                              |                                                                                                                                |                           |         |             |         |   |         |        
|                                            | Cash and cash equivalents                                                                                                      |                           | $       | 194         |         |   | $       | 2,191   |        
|                                            | Accounts receivable, less allowances for doubtful
    accounts of $3,314 at March 31, 2004 and $3,271 at
    December 31, 2003 |                           |         | 129,994     |         |   |         | 100,938 |        
|                                            | Inventories                                                                                                                    |                           |         | 154,309     |         |   |         | 149,075 |        
|                                            | Other current assets                                                                                                           |                           |         | 13,177      |         |   |         | 16,155  |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                | Total Current Assets      |         |             | 297,674 |   |         |         | 268,359 | 
|Property, Plant and Equipment               |                                                                                                                                |                           | 227,009 |             |         |   | 224,710 |        
|                                            | Less accumulated depreciation                                                                                                  |                           |         | 133,038     |         |   |         | 129,434 |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                |                           | 93,971  |             |         |   | 95,276  |        
|Other Assets                                |                                                                                                                                |                           |         |             |         |   |         |        
|                                            | Goodwill                                                                                                                       |                           |         | 82,220      |         |   |         | 82,278  |        
|                                            | Net assets held for sale                                                                                                       |                           |         | 2,239       |         |   |         | 2,321   |        
|                                            | Prepaid pension and other                                                                                                      |                           |         | 63,337      |         |   |         | 61,310  |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                | $                         | 539,441 |             |         | $ | 509,544 |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY    |                                                                                                                                |                           |         |             |         |   |         |        
|Current Liabilities                         |                                                                                                                                |                           |         |             |         |   |         |        
|                                            | Trade accounts payable                                                                                                         |                           | $       | 80,151      |         |   | $       | 66,153  |        
|                                            | Accrued expenses                                                                                                               |                           |         | 52,750      |         |   |         | 46,384  |        
|                                            | Current portion of long-term liabilities                                                                                       |                           |         | 2,830       |         |   |         | 2,811   |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                | Total Current Liabilities |         |             | 135,731 |   |         |         | 115,348 | 
|Long-Term Liabilities, less current portion |                                                                                                                                |                           |         |             |         |   |         |        
|                                            | 9.25% Senior Subordinated Notes                                                                                                |                           |         | 199,930     |         |   |         | 199,930 |        
|                                            | Revolving credit maturing on
    June 30, 2007                                                                                 |                           |         | 104,400     |         |   |         | 101,000 |        
|                                            | Other long-term debt                                                                                                           |                           |         | 8,354       |         |   |         | 8,234   |        
|                                            | Other postretirement benefits and other
    long-term liabilities                                                              |                           |         | 25,983      |         |   |         | 26,671  |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                |                           | 338,667 |             |         |   | 335,835 |        
|                                           
|Shareholders Equity                        |                                                                                                                                |                           |         |             |         |   |         |        
|                                            | Common Stock                                                                                                                   |                           |         | -0-         |         |   |         | -0-     |        
|                                            | Additional paid-in capital                                                                                                     |                           |         | 64,844      |         |   |         | 64,844  |        
|                                            | Retained earnings                                                                                                              |                           |         | 2,649       |         |   |         | (3,219  | )      
|                                            | Accumulated other comprehensive loss                                                                                           |                           |         | (2,450      | )       |   |         | (3,264  | )      
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                |                           | 65,043  |             |         |   | 58,361  |        
|                                            |                                                                                                                                |                           |         |             |         |   |         |        
|                                            |                                                                                                                                | $                         | 539,441 |             |         | $ | 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



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##### 



Park-Ohio Industries, Inc. and
Subsidiaries

Consolidated Statements of Income
(Unaudited)

|                                             |                            |                        |         |        |  |   |         |        | 
|-------------------------------------------- | -------------------------- | ---------------------- | ------- | ------ |  | - | ------- | ------ | 
|                                             |                            |                       
|                                             |                            | Three Months Ended    
|                                             |                            | March 31,             
|                                             |                            |                       
|                                             |                            | 2004                   |         | 2003  
|                                             |                            |                        |         |       
|                                             |                            |                       
|                                             |                            | (Amounts in thousands)
|Net sales                                    |                            | $                      | 192,370 |        |  | $ | 154,851 |       
|Cost of products sold                        |                            |                        | 162,133 |        |  |   | 130,441 |       
|                                             |                            |                        |         |        |  |   |         |       
|                                             | Gross profit               |                        |         | 30,237 |  |   |         | 24,410 | 
|Selling, general and administrative expenses |                            |                        | 17,642  |        |  |   | 15,001  |       
|                                             |                            |                        |         |        |  |   |         |       
|                                             | Operating income           |                        |         | 12,595 |  |   |         | 9,409  | 
|Interest expense                             |                            |                        | 6,136   |        |  |   | 6,757   |       
|                                             |                            |                        |         |        |  |   |         |       
|                                             | Income before income taxes |                        |         | 6,459  |  |   |         | 2,652  | 
|Income taxes                                 |                            |                        | 591     |        |  |   | 137     |       
|                                             |                            |                        |         |        |  |   |         |       
|                                             | Net income                 |                        | $       | 5,868  |  |   | $       | 2,515  | 
|                                             |                            |                        |         |        |  |   |         |       

See notes to consolidated financial statements.

5



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##### 



Park-Ohio Industries, Inc. and
Subsidiaries

Consolidated Statement of Shareholders
Equity (Unaudited)

|                        |                                         |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        |       | 
|----------------------- | --------------------------------------- | ------ | --- | ------- |  | -------- | ------ | ------------- |  | ----- | ------ | ----- |  | - | ------ | --- |  | - | ------ | ----- | 
|                        |                                         |        |     |         |  |          |        | Accumulated   |  |      
|                        |                                         |        |     |         |  |          |        | Other         |  |      
|                        |                                         | Common |     | Paid-In |  | Retained |        | Comprehensive |  |      
|                        |                                         | Stock  |     | Capital |  | Earnings |        | (Loss)        |  | Total
|                        |                                         |        |     |         |  |          |        |               |  |      
|Balance January 1, 2004 |                                         | $      | -0- |         |  | $        | 64,844 |               |  | $     | (3,219 | )     |  | $ | (3,264 | )   |  | $ | 58,361 |      
|Comprehensive income:   |                                         |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        |      
|                        | Net income                              |        |     |         |  |          |        |               |  |       |        | 5,868 |  |   |        |     |  |   |        | 5,868 | 
|                        | Foreign currency translation adjustment |        |     |         |  |          |        |               |  |       |        |       |  |   |        | 814 |  |   |        | 814   | 
|                        |                                         |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        |      
|                        | Comprehensive income                    |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        | 6,682 | 
|                        |                                         |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        |      
|Balance March 31, 2004  |                                         | $      | -0- |         |  | $        | 64,844 |               |  | $     | 2,649  |       |  | $ | (2,450 | )   |  | $ | 65,043 |      
|                        |                                         |        |     |         |  |          |        |               |  |       |        |       |  |   |        |     |  |   |        |      

See notes to consolidated financial statements.

6



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##### 



Park-Ohio Industries,Inc. and
Subsidiaries

Consolidated Statements of Cash Flows
(Unaudited)

|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |        |        |      |  
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------- | ------ | ------- | ------ | ------ | ------ | ------ | ---- | -
|                                                     |                                                                                   |                                                     
|                                                     |                                                                                   | Three Months Ended                                  
|                                                     |                                                                                   | March 31,                                           
|                                                     |                                                                                   |                                                     
|                                                     |                                                                                   | 2004                                                 |                                       | 2003  
|                                                     |                                                                                   |                                                      |                                       |       
|                                                     |                                                                                   |                                                     
|                                                     |                                                                                   | (Dollars in thousands)                              
|OPERATING ACTIVITIES                                 |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     | Net income                                                                        |                                                      | $                                     | 5,868  |         |        | $      | 2,515  |       
|                                                     | Adjustments to reconcile net income to net cash
    used by operating activities: |                                                      |                                       |        |         |        |        |        |       
|                                                     |                                                                                   | Depreciation and amortization                        |                                       |        | 3,947   |        |        |        | 4,182  |     
|                                                     | Changes in operating assets and liabilities:                                      |                                                      |                                       |        |         |        |        |        |       
|                                                     |                                                                                   | Accounts receivable                                  |                                       |        | (29,056 | )      |        |        | (6,356 | )   
|                                                     |                                                                                   | Inventories and other current assets                 |                                       |        | (2,259  | )      |        |        | (1,641 | )   
|                                                     |                                                                                   | Accounts payable and accrued expenses                |                                       |        | 20,367  |        |        |        | 4,232  |     
|                                                     |                                                                                   | Other                                                |                                       |        | (2,200  | )      |        |        | (3,857 | )   
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     |                                                                                   |                                                      | Net Cash Used by Operating Activities |        |         | (3,333 | )      |        |        | (925 | )
|INVESTING ACTIVITIES                                 |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     | Purchases of property, plant and
    equipment, net                               |                                                      |                                       | (2,203 | )       |        |        | (3,759 | )     
|                                                     | Proceeds from sale of assets held for sale                                        |                                                      |                                       | -0-    |         |        |        | 7,340  |       
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     |                                                                                   | Net Cash (Used) Provided by
    Investing Activities |                                       |        | (2,203  | )      |        |        | 3,581  |     
|FINANCING ACTIVITIES                                 |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     | Proceeds from debt, net                                                           |                                                      |                                       | 3,539  |         |        |        | -0-    |       
|                                                     | Payments on debt, net                                                             |                                                      |                                       | -0-    |         |        |        | (7,667 | )     
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|                                                     |                                                                                   | Net Cash Provided (Used) by
    Financing Activities |                                       |        | 3,539   |        |        |        | (7,667 | )   
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|Decrease in Cash and Cash Equivalents                |                                                                                   |                                                      | (1,997                                | )      |         |        | (5,011 | )     
|Cash and Cash Equivalents at Beginning
    of Period |                                                                                   |                                                      | 2,191                                 |        |         |        | 8,800  |       
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|Cash and Cash Equivalents at End of Period           |                                                                                   | $                                                    | 194                                   |        |         | $      | 3,789  |       
|                                                     |                                                                                   |                                                      |                                       |        |         |        |        |       
|Taxes paid                                           |                                                                                   | $                                                    | 534                                   |        |         | $      | -0-    |       
|Interest paid                                        |                                                                                   |                                                      | 1,628                                 |        |         |        | 1,860  |       

See notes to consolidated financial statements.

7



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PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

March 31, 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. as of
June 10, 1998. 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 period ended March 31, 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 April 1, 2004, the Company acquired the
remaining 66% of the common stock of Japan Ajax Magnethermic
Company (Jamco), a distributor of induction heating
equipment. 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. No gain or loss was recorded on the sale.
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-b, 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

8



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##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  Continued

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 deferred accounting for the
effects of the Medicare Act pending an assessment of the
provisions of the Medicare Act on its postretirement healthcare
plans; accordingly, the measures of APBO and expense recognized
for the three months ended March 31, 2004 do not reflect
any amount associated with the subsidy. The Company expects to
reflect the effects of the Medicare Act on its plans by the
fourth quarter.

NOTE D  Inventories

The components of inventory consist of the
following:

|                              |  |          |         |             |  |   |         | 
|----------------------------- |  | -------- | ------- | ----------- |  | - | ------- | 
|                              |  | March 31 |         | December 31
|                              |  | 2004     |         | 2003       
|                              |  |          |         |            
|In process and finished goods |  | $        | 124,770 |             |  | $ | 121,154 | 
|Raw materials and supplies    |  |          | 29,539  |             |  |   | 27,921  | 
|                              |  |          |         |             |  |   |         | 
|                              |  | $        | 154,309 |             |  | $ | 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.

|                                     |  |                  |        |                |  |      |        |      |  |   |     |   |  |   |     |  
|------------------------------------ |  | ---------------- | ------ | -------------- |  | ---- | ------ | ---- |  | - | --- | - |  | - | --- | -
|                                     |  |                  |        |                |  |     
|                                     |  |                  |        | Postretirement
|                                     |  | Pension Benefits |        | Benefits      
|                                     |  |                  |        |               
|                                     |  | 2004             |        | 2003           |  | 2004 |        | 2003
|                                     |  |                  |        |                |  |      |        |     
|Service costs                        |  | $                | 78     |                |  | $    | 136    |      |  | $ | 40  |   |  | $ | 37  |  
|Interest costs                       |  |                  | 834    |                |  |      | 874    |      |  |   | 421 |   |  |   | 425 |  
|Expected return on plan assets       |  |                  | (2,093 | )              |  |      | (1,807 | )    |  |   | -0- |   |  |   | -0- |  
|Transition obligation                |  |                  | (12    | )              |  |      | (12    | )    |  |   | -0- |   |  |   | -0- |  
|Amortization of prior service cost   |  |                  | 32     |                |  |      | 64     |      |  |   | (20 | ) |  |   | (20 | )
|Recognized net actuarial (gain) loss |  |                  | (81    | )              |  |      | 90     |      |  |   | 59  |   |  |   | 13  |  
|                                     |  |                  |        |                |  |      |        |      |  |   |     |   |  |   |     |  
|Benefit (income) costs               |  | $                | (1,242 | )              |  | $    | (655   | )    |  | $ | 500 |   |  | $ | 455 |  
|                                     |  |                  |        |                |  |      |        |      |  |   |     |   |  |   |     |  

The Company has elected to defer recognition of
the potential effect of the Medicare Act until final
authoritative guidance on the accounting for the federal subsidy
is issued.

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

9



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##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  Continued

for automotive, agricultural equipment, heavy
duty truck and construction equipment. Aluminum Products also
provides value-added services such as design and engineering,
machining and 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
|                            |                       | March 31          
|                            |                       |                   
|                            |                       | 2004               |         | 2003   
|                            |                       |                    |         |        
|Net sales:                  |                       |                    |         |         |   |   |         |       
|                            | ILS                   |                    | $       | 116,265 |   |   | $       | 92,352 |  
|                            | Aluminum products     |                    |         | 27,581  |   |   |         | 24,042 |  
|                            | Manufactured products |                    |         | 48,524  |   |   |         | 38,457 |  
|                            |                       |                    |         |         |   |   |         |       
|                            |                       | $                  | 192,370 |         |   | $ | 154,851 |       
|                            |                       |                    |         |         |   |   |         |       
|Income before income taxes: |                       |                    |         |         |   |   |         |       
|                            | ILS                   |                    | $       | 9,209   |   |   | $       | 5,848  |  
|                            | Aluminum products     |                    |         | 1,587   |   |   |         | 3,578  |  
|                            | Manufactured products |                    |         | 3,292   |   |   |         | 1,148  |  
|                            |                       |                    |         |         |   |   |         |       
|                            |                       |                    | 14,088  |         |   |   | 10,574  |       
|                            | Corporate costs       |                    |         | (1,493  | ) |   |         | (1,165 | )
|                            | Interest expense      |                    |         | (6,136  | ) |   |         | (6,757 | )
|                            |                       |                    |         |         |   |   |         |       
|                            |                       | $                  | 6,459   |         |   | $ | 2,652   |       
|                            |                       |                    |         |         |   |   |         |       

|                                     |                       |          |         |             |  |   |         |         | 
|------------------------------------ | --------------------- | -------- | ------- | ----------- |  | - | ------- | ------- | 
|                                     |                       | March 31 |         | December 31
|                                     |                       | 2004     |         | 2003       
|                                     |                       |          |         |            
|Identifiable assets were as follows: |                       |          |         |             |  |   |         |        
|                                     | ILS                   |          | $       | 281,860     |  |   | $       | 267,361 | 
|                                     | Aluminum products     |          |         | 80,447      |  |   |         | 88,031  | 
|                                     | Manufactured products |          |         | 147,236     |  |   |         | 121,331 | 
|                                     | General corporate     |          |         | 29,898      |  |   |         | 32,821  | 
|                                     |                       |          |         |             |  |   |         |        
|                                     |                       | $        | 539,441 |             |  | $ | 509,544 |        
|                                     |                       |          |         |             |  |   |         |        

NOTE G  Comprehensive
Income

Total comprehensive income was as follows:

|                             |  |              |       |      |  |   |       | 
|---------------------------- |  | ------------ | ----- | ---- |  | - | ----- | 
|                             |  |             
|                             |  | Three Months
|                             |  | Ended       
|                             |  | March 31    
|                             |  |             
|                             |  | 2004         |       | 2003
|                             |  |              |       |     
|Net income                   |  | $            | 5,868 |      |  | $ | 2,515 | 
|Foreign currency translation |  |              | 814   |      |  |   | 726   | 
|                             |  |              |       |      |  |   |       | 
|Total comprehensive income   |  | $            | 6,682 |      |  | $ | 3,241 | 
|                             |  |              |       |      |  |   |       | 

10



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##### 



PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  Continued

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

|                                        |  |          |        |             |  |   |        |  
|--------------------------------------- |  | -------- | ------ | ----------- |  | - | ------ | -
|                                        |  | March 31 |        | December 31
|                                        |  | 2004     |        | 2003       
|                                        |  |          |        |            
|Foreign currency translation adjustment |  | $        | (1,905 | )           |  | $ | (1,091 | )
|Minimum pension liability               |  |          | 4,355  |             |  |   | 4,355  |  
|                                        |  |          |        |             |  |   |        |  
|                                        |  | $        | 2,450  |             |  | $ | 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                |  |   | (234   | )
|                             |  |   |        |  
|Balance at March 31, 2004    |  | $ | 2,301  |  
|                             |  |   |        |  

As of March 31, 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 three
months ended March 31, 2004 and 2003, respectively.
Operating income (loss) for these entities was $-0- and
$(32) for the three months ended March 31, 2004 and 2003,
respectively.

11



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##### 



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 quarter                      |   |       | (1,459 | )
|                           | Additional warranties issued during
    the quarter |   |       | 547    |  
|                           |                                                     |   |       |       
|Balance at March 31, 2004  |                                                     | $ | 4,702 |       
|                           |                                                     |   |       |       

NOTE J  Income Taxes

The effective income tax rate for the three-month
period ended March 31, 2004 was 9%, compared to 5% 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. At December 31, 2003, the
Company had net operating loss carryforwards of approximately
$35.7 million. Tax benefits related to these carryforwards
were fully reserved in 2002, because the Company was in a
three-year cumulative loss position.

12



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##### 



INDEPENDENT ACCOUNTANTS REVIEW
REPORT

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 March 31, 2004 and the related consolidated statements
of income and cash flows for the three-month periods ended
March 31, 2004 and 2003 and the consolidated statement of
shareholders equity for the three-month period ended
March 31, 2004. These financial statements are the
responsibility of the Companys management.

We conducted our review in accordance with
standards established by the American Institute of Certified
Public Accountants. 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 auditing
standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing 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 accompanying
consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted
in the United States.

We have previously audited, in accordance with
auditing standards generally accepted in the 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, shareholders
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 and included an explanatory paragraph for a change in
accounting for goodwill and certain inventories. 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

May 11, 2004


13



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##### 





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|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 ended March 31, 2004 is not directly
comparable to the financial information for the same period in
2003 primarily due to the divestitures of Green Bearing and St.
Louis Screw and Bolt in first quarter 2003.

Executive Overview

The Company operates through three segments, ILS,
Aluminum Products and Manufactured Products. ILS is a leading
supply chain logistics provider of production components to
large, multinational manufacturers. In connection with the
supply of such production components, ILS provides a variety of
value-added, cost-effective supply chain management services.
The principal customers of ILS are in the heavy-duty truck,
semiconductor equipment, industrial equipment, aerospace and
defense, electrical controls, HVAC, vehicle parts and
accessories, appliances, and lawn and garden equipment
industries. Aluminum Products manufactures cast aluminum
components primarily for automotive manufacturers. Aluminum
Products also provides value-added services such as design and
engineering, machining and 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. The principal
customers of Manufactured Products are OEMs and end-users in the
aerospace, automotive, steel, forging, railroad, truck, oil,
food processing and consumer appliance 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 is beginning to experience the
increased sales and profitability it previously forecast for
2004 and beyond, as the manufacturing economy stabilizes and
returns to growth, particularly in two of the Companys
customer segments, heavy-duty truck and semiconductor equipment.
Net sales increased 24% in the first quarter of 2004 compared to
the same quarter of 2003. Net income increased 139% in the first
quarter of 2004 compared to the same quarter of 2003.

The Companys sales grew strongly from 1993
through 2000, through both internal growth and acquisitions.
Starting in the second half of 2000, both sales and
profitability declined due to overall weakness in the
manufacturing economy, and particularly to contraction in the
heavy-duty truck industry. Despite these sales declines, the
Company retained or gained market share in most major markets
served. 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 and Senior
Subordinated Notes. The Company may borrow up to
$165.0 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. The Company has paid down its revolving credit
borrowings by $49.6 million, from a high of
$154.0 million at June 30, 2001 to $104.4 million
at March 31, 2004. At March 31, 2004 the Company had
approximately $52.0 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. 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, by which time management expects to
have entered into replacement financing agreements.

14



---



##### 



The Company sold substantially all the assets of
St. Louis Screw and Bolt on January 29, 2003 and Green
Bearing on February 21, 2003 for cash totaling
approximately $7.3 million.

Results of Operations

Three Months 2004 versus Three Months
2003



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

|                       |  |              |       |      |  |         |       |          |  |          |      |      |  |  |    |   |  |   |     |  |  |  |    |  
|---------------------- |  | ------------ | ----- | ---- |  | ------- | ----- | -------- |  | -------- | ---- | ---- |  |  | -- | - |  | - | --- |  |  |  | -- | -
|                       |  |              |       |      |  |         |       |          |  |         
|                       |  | Three Months |       |      |  |         |       |          |  |         
|                       |  | Ended        |       |      |  |         |       |          |  |         
|                       |  | March 31,    |       |      |  |         |       |          |  | Internal
|                       |  |              |       |      |  | Percent |       | Divested |  | Growth  
|                       |  | 2004         |       | 2003 |  | Change  |       | Change   |  | Sales    |      | Rate
|                       |  |              |       |      |  |         |       |          |  |          |      |     
|ILS                    |  | $            | 116.3 |      |  | $       | 92.4  |          |  | $        | 23.9 |      |  |  | 26 | % |  | $ | 1.0 |  |  |  | 27 | %
|Aluminum Products      |  |              | 27.6  |      |  |         | 24.0  |          |  |          | 3.6  |      |  |  | 15 | % |  |   | 0.0 |  |  |  | 15 | %
|Manufactured Products  |  |              | 48.5  |      |  |         | 38.5  |          |  |          | 10.0 |      |  |  | 26 | % |  |   | 0.1 |  |  |  | 26 | %
|                       |  |              |       |      |  |         |       |          |  |          |      |      |  |  |    |   |  |   |     |  |  |  |    |  
|Consolidated Net Sales |  | $            | 192.4 |      |  | $       | 154.9 |          |  | $        | 37.5 |      |  |  | 24 | % |  | $ | 1.1 |  |  |  | 25 | %
|                       |  |              |       |      |  |         |       |          |  |          |      |      |  |  |    |   |  |   |     |  |  |  |    |  

Net sales increased 24% for the first three
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 Bearing reduced ILS sales
by $1.0 million in first quarter 2004. Aluminum Products
sales increased primarily due to volume increases in the
automotive industry, combined with extension of specific
products to an additional engine platform. Manufactured Products
sales increased in the first quarter of 2004 compared to the
same quarter of 2003, primarily in the induction business offset
by a reduction in sales of $.1 million due to the
divestiture of St Louis Screw and Bolt.



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

|                                   |  |              |       |      |  |         |       |        |  |        |      |        |  |  |    |   |  |  |      |   |  |  |      |  
|---------------------------------- |  | ------------ | ----- | ---- |  | ------- | ----- | ------ |  | ------ | ---- | ------ |  |  | -- | - |  |  | ---- | - |  |  | ---- | -
|                                   |  |              |       |      |  |         |       |        |  |       
|                                   |  | Three Months |       |      |  |         |       |        |  |       
|                                   |  | Ended        |       |      |  |         |       |        |  |       
|                                   |  | March 31,    |       |      |  |         |       | 2004   |  | 2003  
|                                   |  |              |       |      |  | Percent |       | Gross  |  | Gross 
|                                   |  | 2004         |       | 2003 |  | Change  |       | Change |  | Margin |      | Margin
|                                   |  |              |       |      |  |         |       |        |  |        |      |       
|Consolidated cost of products sold |  | $            | 162.1 |      |  | $       | 130.4 |        |  | $      | 31.7 |        |  |  | 24 | % |  |  |      |   |  |  |      |  
|                                   |  |              |       |      |  |         |       |        |  |        |      |        |  |  |    |   |  |  |      |   |  |  |      |  
|Consolidated gross profit          |  | $            | 30.2  |      |  | $       | 24.4  |        |  | $      | 5.8  |        |  |  | 24 | % |  |  | 15.7 | % |  |  | 15.8 | %
|                                   |  |              |       |      |  |         |       |        |  |        |      |        |  |  |    |   |  |  |      |   |  |  |      |  

Cost of products sold increased 24% for the first
three months of 2004, compared to the same period in 2003, while
gross margin decreased to 15.7% from 15.8%. ILS gross margin
increased, primarily due to lower inventory costs, facility
costs and other cost reductions, and by the absorption of fixed
overhead over a larger sales base. Aluminum Products gross
margin decreased due to a combination of product mix and pricing
changes and specific one-time costs incurred in the first
quarter for 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.



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

|                           |  |              |      |      |  |         |      |        |  |         |     |         |  |  |    |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------------ | ---- | ---- |  | ------- | ---- | ------ |  | ------- | --- | ------- |  |  | -- | - |  |  | --- | - |  |  | --- | -
|                           |  |              |      |      |  |         |      |        |  |        
|                           |  | Three Months |      |      |  |         |      |        |  |        
|                           |  | Ended        |      |      |  |         |      |        |  |        
|                           |  | March 31,    |      |      |  |         |      | 2004   |  | 2003   
|                           |  |              |      |      |  | Percent |      | SG&A   |  | SG&A   
|                           |  | 2004         |      | 2003 |  | Change  |      | Change |  | Percent |     | Percent
|                           |  |              |      |      |  |         |      |        |  |         |     |        
|Consolidated SG&A expenses |  | $            | 17.6 |      |  | $       | 15.0 |        |  | $       | 2.6 |         |  |  | 17 | % |  |  | 9.2 | % |  |  | 9.7 | %

Selling, general and administrative
(SG&A) expenses increased 17% for the first
three months of 2004, compared to the same period in 2003.
SG&A expenses as a percent of sales declined by .5% due both
to cost reductions from restructuring and to the absorption of
these expenses over a larger sales base. SG&A expenses were
reduced in the first three months 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.

15



---



##### 





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

|                               |  |              |       |      |  |         |       |        |  |    |      |   |  |  |              |  
|------------------------------ |  | ------------ | ----- | ---- |  | ------- | ----- | ------ |  | -- | ---- | - |  |  | ------------ | -
|                               |  |              |       |      |  |        
|                               |  | Three Months |       |      |  |        
|                               |  | Ended        |       |      |  |        
|                               |  | March 31,    |       |      |  |        
|                               |  |              |       |      |  | Percent
|                               |  | 2004         |       | 2003 |  | Change  |       | Change
|                               |  |              |       |      |  |         |       |       
|Interest expense               |  | $            | 6.1   |      |  | $       | 6.8   |        |  | ($ | 0.7  | ) |  |  | -10          | %
|Average outstanding borrowings |  | $            | 312.9 |      |  | $       | 327.0 |        |  | ($ | 14.1 | ) |  |  | -4           | %
|Average borrowing rate         |  |              | 7.84  | %    |  |         | 8.26  | %      |  |    | (42  | ) |  |  | basis points |  

Interest expense decreased 10% for the first
three months of 2004, compared to the same period in 2003, due
to reductions in both borrowings and the interest rate on the
Companys new revolving credit facility, which became
effective in August 2003.



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

The effective income tax rate for the three-month
period ended March 31, 2004 was 9%, compared to 5% 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.

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 and trends for the remainder of
2004. 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; raw material availability and pricing; changes in
our relationships with customers and suppliers; 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 our 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

16



---



##### 



statement is made, and we undertake no obligation
to update any forward-looking statement, whether as a result of
new information, future events or 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
March 31, 2004, and for the three-month periods ended
March 31, 2004 and 2003, have been reviewed, prior to
filing, by Ernst & Young LLP, the Companys independent
accountants, and their report is included herein.



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

As of March 31, 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 quarter of 2004, that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.

17



---



##### 



PART II

OTHER INFORMATION

Item 6.     Exhibits
and Reports on Form 8-K

(a) The following exhibits are included
herein:



| |        |                                                                                                          
| | ------ | ---------------------------------------------------------------------------------------------------------
| | (15)   | Letter re: unaudited financial information                                                               
|
| | (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                        

(b) The Company did not furnish or file any
reports on Form 8-K during the three months ended
March 31, 2004.

18



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##### 



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                     May 12,
    2004
| |                                           

19



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##### 



EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

PARK-OHIO INDUSTRIES, INC. AND
SUBSIDIARIES

FOR THE QUARTER ENDED MARCH 31, 2004


|        |        |  |  |                                                                                                          
|------- | ------ |  |  | ---------------------------------------------------------------------------------------------------------
|Exhibit |        | 
|        |        | 
|        | (15)   |  |  | Letter re: unaudited financial information                                                               
|       
|        | (31.1) |  |  | Principal Executive Officers Certification
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|       
|        | (31.2) |  |  | Principal Executive 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                        

20