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                                                                     Exhibit 2.4

                              THIRD AMENDMENT TO
                           ASSET PURCHASE AGREEMENT

     THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Third Amendment"),
dated as of December 31, 2001, is made by and among SHILOH INDUSTRIES, INC., a
Delaware corporation (the "Parent"), SHILOH AUTOMOTIVE, INC., an Ohio
corporation ("Buyer"), and MTD PRODUCTS INC, an Ohio corporation ("Seller").

                                   RECITALS
                                   --------

     WHEREAS, the Parent, Buyer and Seller entered into a certain Asset Purchase
Agreement, dated as of June 21, 1999 (the "Purchase Agreement") for the sale and
purchase of substantially all of the assets of the unincorporated automotive
division of Seller; and

     WHEREAS, the parties amended the Purchase Agreement by a First Amendment to
Asset Purchase Agreement, dated as of August 31, 1999; and

     WHEREAS, the closing of the transaction contemplated under the Purchase
Agreement occurred effective as of November 1, 1999; and

     WHEREAS, the parties amended the Purchase Agreement by a Second Amendment
to Asset Purchase Agreement dated as of January 22, 2001; and

     WHEREAS, pursuant to Section 10.11 of the Purchase Agreement, the parties
hereto desire to further amend said Purchase Agreement as more fully set forth
herein; and

     WHEREAS, in connection with the payment of the cash portion of the Earnout
Amount pursuant to the terms and conditions of the Second Amendment to Asset
Purchase Agreement, the parties agreed that Buyer would satisfy its obligations
with respect to the Cash Earnout Amount by executing and delivering to Seller a
Promissory Note ("Promissory Note") in the principal amount of $4,045,392.00;
and

     WHEREAS, the parties have determined to have Seller issue certain shares of
preferred stock of Seller in lieu of payment of the Promissory Note.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements hereinafter set forth, the parties hereto, intending to be
legally bound hereby, covenant and agree as follows:

1.   Certain Definitions.  Unless otherwise defined herein, all capitalized
     -------------------
     terms used herein shall have the meanings given to them in the Purchase
     Agreement.

2.   Issuance of Preferred Stock.  Notwithstanding any provision contained in
     ---------------------------
     Section 2.8 of the Purchase Agreement or in the Second Amendment to the
     contrary, Buyer and Seller agree that with respect to the payment of the
     Promissory Note that Buyer shall satisfy its obligations under the
     Promissory Note by causing the Parent to issue 42,780 shares of Series A
     Preferred Stock of Parent to Seller. The terms and conditions of such
     Series A Preferred Stock shall be as set forth in the Certificate of
     Designations, a copy of which is attached hereto as Exhibit A and which
     shall be filed with the Secretary of State of Delaware. Upon issuance of
     the Series A Preferred Stock, Seller will cancel the Promissory Note and
     return the original copy of the Promissory Note to Buyer.

3.   Effect of Third Amendment.  Except as specifically provided herein, this
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     Third Amendment does not in any way waive, amend, modify, affect or impair
     the terms and conditions of the Purchase Agreement, and all terms and
     conditions of the Purchase Agreement are to remain in full force and effect
     unless otherwise specifically amended, waived or changed pursuant to this
     Third Amendment.
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4.   Entire Agreement.  This Third Amendment constitutes the entire agreement
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     among the parties pertaining to the subject matter hereof and supersedes
     all prior and contemporaneous agreements, understandings, representations,
     or other arrangements, whether express or implied, written or oral, of the
     parties in connection therewith except to the extent expressly incorporated
     or specifically referred to herein.

5.   Counterparts.  This Third Amendment may be executed in any number of
     ------------
     counterparts and by different parties hereto in separate counterparts, each
     of which when so executed and delivered shall be deemed an original, but
     all such counterparts together shall constitute but one and the same
     instrument.

6.   Governing Law.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     -------------
     ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT GIVING EFFECT TO
     PRINCIPLES OF CONFLICTS OF LAW.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Third
Amendment to be duly executed and delivered as of the date first above written.

                                        SHILOH INDUSTRIES, INC.


                                              /s/ John F. Falcon
                                        ----------------------------------
                                        By:   John F. Falcon
                                        Its:  Chief Executive Officer


                                        SHILOH AUTOMOTIVE, INC.


                                              /s/ John F. Falcon
                                        ----------------------------------
                                        By:   John F. Falcon
                                        Its:  President


                                        MTD PRODUCTS INC


                                              /s/ Ronald C. Houser
                                        ----------------------------------
                                        By:   Ronald C. Houser
                                        Its:  Executive Vice President and
                                              Chief Financial Officer

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