EXHIBIT 4.1 - WAIVER AND CONSENT AGREEMENT DATED NOVEMBER 11, 2001
   BETWEEN AMCAST INDUSTRIAL CORPORATION AND PRINCIPAL LIFE INSURANCE COMPANY
               AND THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY


                          WAIVER AND CONSENT AGREEMENT


         THIS  AGREEMENT  is made this 11th day of November, 2001,  among AMCAST
INDUSTRIAL  CORPORATION,  an Ohio  corporation  ("Amcast"),  and PRINCIPAL  LIFE
INSURANCE COMPANY and THE NORTHWESTERN  MUTUAL LIFE INSURANCE COMPANY (together,
the "Noteholders"), under the following circumstances:

                  A.  Amcast and  the  Noteholders are parties to separate  Note
         Agreements,  each dated as  of November 1, 1995, as  amended (the "Note
         Agreements").

                  B.  Amcast  and  the   Noteholders   also  are  parties  to  a
         Subordination,  Waiver and Consent  Agreement  dated as of June 5, 2001
         (the "Waiver  Agreement")  among Amcast,  the  Noteholders  and certain
         other parties,  pursuant to which the Noteholders  waived the "Existing
         Noteholder  Defaults"  (as  defined  in the Waiver  Agreement)  for the
         period from March 4, 2001 through April 15, 2002 (the "Waiver Period").

                  C. Amcast and the Noteholders  have agreed in principal to new
         financial covenants, as delineated on Schedule 1, to be included in the
         Note Agreements by amendment and,  pending such  amendment,  Amcast has
         requested the Noteholders to extend the Waiver Period through September
         1, 2002.

         NOW,  THEREFORE,  in consideration of good and valuable  consideration,
the receipt and  sufficiency  of which  hereby is  acknowledged,  Amcast and the
Noteholders agree as follows:

         1. Note  Agreement  Amendments.  Amcast  shall work  together  with the
            ----------------------------
Noteholders in good faith in order to finalize and enter into  amendments to the
Note Agreements to incorporate the agreed upon financial covenants into the Note
Agreements within 30 days after the date of this Agreement.

         2. Extension of  Waiver  Period.   The  Noteholders  hereby  waive  the
            -----------------------------
Existing  Noteholder Defaults through  September 1, 2002, thereby  extending the
Waiver Period through that date.

         3. No Other  Modification.  Except as expressly set forth herein,  this
            -----------------------
Agreement shall not modify, amend or waive any provision of the Note Agreements,
which shall remain in full force and effect in  accordance  with their terms and
in accordance with the Waiver Agreement.

         4.  Counterparts.  This  Agreement  may be  executed  in any  number of
             -------------
counterparts,  each of which when executed and  delivered  shall be an original,
but all of which together shall constitute one and the same instrument. A manual
signature  of any party which is  transmitted  to another  party,  or to another
party's counsel, by facsimile shall be deemed for all purposes to be an original
signature.



<PAGE>



       IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first set forth above.

                                   AMCAST INDUSTRIAL CORPORATION


                                   By       /s/ Francis J. Drew
                                   Name:        Francis J. Drew
                                   Title:       Vice President Finance and
                                                   Chief Financial Officer


                                   PRINCIPAL LIFE INSURANCE COMPANY


                                   By       /s/ David S. Albright
                                   Name:        David S. Albright
                                   Title:       Authorized Signatory

                                   And By   /s/ Robert B. Lindstrom
                                   Name:        Robert B. Lindstrom
                                   Title:       Authorized Signatory


                                   THE NORTHWESTERN MUTUAL LIFE
                                            INSURANCE COMPANY


                                   By      /s/  Jeffrey J. Lueken
                                   Name:        Jeffrey J. Lueken
                                   Title:       It's Authorized Representative




<PAGE>


                          AMCAST INDUSTRIAL CORPORATION         Schedule I
                          SENIOR NOTE COVENANT SUMMARY
                                ($ in thousands)

<TABLE>
<CAPTION>
<S>                               <C>          <C>          <C>          <C>          <C>          <C>
                                        4Q           1Q           2Q           3Q          4Q
                                    ---------    ---------    ---------    ---------    ---------
Free Cash Flow - Total
-----------------------------------
Total - Cumulative Plan             ($ 4,547)     $10,716      $ 8,752      $24,652      $36,764
Minumum Covenant Required           ($ 7,150)     $ 8,100      $ 6,100      $20,900      $31,200
Cushion above plan                   $ 2,603      $ 2,616      $ 2,652      $ 3,752      $ 5,564

Free Cash Flow - U.S. Ops
-----------------------------------
U.S. Operations - Plan              ($16,066)    ($ 8,377)    ($ 7,002)     $ 4,380      $13,435
Minimum Covenant Requirement        ($17,900)    ($10,200)    ($ 8,800)     $ 2,500      $11,600
Cushion above plan                   $ 1,834      $ 1,823      $ 1,798      $ 1,880      $ 1,835

Debt Repayment - U.S. Lenders                                                                        Total
-----------------------------------
Debt Repayment-plan                  $     0      $ 7,200      $     0      $ 2,250      $ 5,050      $14,500
Minimum Covenant Requirement         $     0      $ 5,000      $     0      $ 6,500      $ 5,000      $16,500
Cushion  (Stretch)                   $     0      $ 2,200      $     0     ($ 4,250)     $    50     ($ 2,000)

Total Liabilities to Tangible Net Worth
------------------------------------
Plan                                    5.56         6.06         6.58         6.41         6.20
Minumum Covenant Required               5.90         6.40         7.00         6.80         6.50
Net Worth Cushion                    $ 3,723      $ 3,069      $ 3,276      $ 3,191      $ 2,622

EBITDA
-------------------------------------
Plan                                              $ 4,768      $ 8,606      $17,121      $16,482
Minimum Covenant Requirement                      $ 3,338      $ 6,024      $13,697      $13,186
Cushion                                           $ 1,430      $ 2,582      $ 3,424      $ 3,296


</TABLE>