Exhibit 10.4

                            INDEMNIFICATION AGREEMENT


         AGREEMENT  between AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation
(the "Company"), and ____________________________ (the "Indemnitee").

         WHEREAS, it is essential to the Company to retain and attract as
directors and officers the most capable persons available;

         WHEREAS,  both the Company and Indemnitee  recognize the increased risk
of litigation and other claims being asserted against  directors and officers of
public companies in today's environment;

         WHEREAS,  basic protection  against undue risk of personal liability of
directors and officers  heretofore has been provided through insurance  coverage
providing reasonable protection at reasonable cost, and Indemnitee has relied on
the availability of such coverage; but as a result of substantial changes in the
marketplace  for such  insurance it has become  increasingly  more  difficult to
obtain such  insurance on terms  providing  reasonable  protection at reasonable
cost; and

         WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the  Company  in an  effective  manner,  the  Company  wishes to provide in this
Agreement  for  the  indemnification  of,  and the  advancing  of  expenses  to,
Indemnitee to the full extent permitted by law;

          NOW,  THEREFORE,  in  consideration  of the premises and of Indemnitee
continuing  to serve the  Company  directly  or, at its  request,  with  another
enterprise,  and intending to be legally bound hereby,  the parties hereto agree
as follows:

1. Certain Definitions.

(a) Change in Control: means and shall be deemed to have
occurred on (i) the date upon which the Company is provided a copy of a Schedule
13D,  filed  pursuant to Section  13(d) of the  Securities  Exchange Act of 1934
indicating that a group or person,  as defined in Rule 13d-3 under said Act, has
become the beneficial  owner of 20% or more of the outstanding  Voting Shares of
the  Company or the date upon which the  Company  first  learns that a person or
group has become the beneficial  owner of 20% or more of the outstanding  Voting
Shares of the Company if a Schedule  13D is not timely  filed as required  under
the  Securities  Exchange Act of 1934 or is not  required to be filed;  (ii) the
date of a change in the  composition  of the Board of  Directors  of the Company
such that individuals who were members of the Board of Directors on the date two
years prior to such change (or who were  subsequently  elected to fill a vacancy
in the Board,  or were  subsequently  nominated  for  election by the  Company's
shareholders,  by the affirmative  vote of at least  two-thirds of the directors
then  still in  office  who were  directors  at the  beginning  of such two year
period)  no  longer  constitute  a  majority  of the Board of  Directors  of the
Company;  (iii) the date the  shareholders  of the  Company  approve a merger or
consolidation of the Company with any other corporation,  other than a merger or
consolidation which would result in the Voting Shares of the Company outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining



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outstanding or by being converted into Voting Shares of the surviving entity) at
least 80% of the total  voting  power  represented  by the Voting  Shares of the
Company or such surviving entity  outstanding  immediately  after such merger or
consolidation;  or (iv) the date  shareholders  of the Company approve a plan of
complete  liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

(b) Claim: any threatened,  pending or completed action, suit or proceeding,  or
any  inquiry or  investigation,  whether  conducted  by the Company or any other
party,  that  Indemnitee in good faith believes might lead to the institution of
any such action, suit or proceeding,  whether civil,  criminal,  administrative,
investigative or other.

(c)  Expenses:  include  attorney's  fees  and all  other  costs,  expenses  and
obligations paid or incurred in connection with investigating,  defending, being
a witness in or  participating  in (including on appeal) or preparing to defend,
being a witness in or participating  in any Claim relating to any  Indemnifiable
Event (including all interest,  assessments and other charges paid or payable in
connection with, or in respect of, any of the foregoing).

(d)  Judgments:   include  judgments,  fines,  penalties  and  amounts  paid  in
settlement that are paid or payable in connection with any Claim relating to any
Indemnifiable Event (including all interest,  assessments and other charges paid
or payable in connection with, or in respect of, any of the foregoing).

(e)  Indemnifiable  Event:  any  event or  occurrence  related  to the fact that
Indemnitee is or was a director or officer of the Company,  or is or was serving
at the request of the Company as a director,  trustee, officer,  employee, agent
or representative of another corporation,  partnership,  joint venture, employee
benefit plan,  trust or other  enterprise,  or by reason of anything done or not
done by Indemnitee in any such capacity.

(f) Reviewing  Party:  any appropriate  person or body consisting of a member or
members  of the  Company's  Board  of  Directors  or any  other  person  or body
appointed by the Board (including the special,  independent  counsel referred to
in Section 4) who is not a party to the particular Claim for which Indemnitee is
seeking indemnification.

(g) Voting Securities: any securities of the Company which vote generally in the
election of directors.

2.  Scope  of  Indemnification.

(a) Basic  Indemnification  Arrangement.  In the  event  Indemnitee  was,  is or
becomes a party to or witness or other  participant  in, or is  threatened to be
made a party to or  witness  or other  participant  in, a Claim by reason of (or
arising in part out of) an  Indemnifiable  Event,  the Company  shall  indemnify
Indemnitee to the fullest extent  permitted by law as soon as practicable but in
any event no later than thirty days after  written  demand is  presented  to the
Company against any and all Judgments arising from or relating to such Claim.

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(b)  Expenses.  Any and all  Expenses  and any and all  expenses  referred to in
Section  2(c) shall be paid by the  Company  promptly  as they are  incurred  by
Indemnitee (any such payment of expenses by the Company is hereinafter  referred
to as an "Expense  Advance").  Indemnitee  hereby  agrees to repay the amount of
Expenses so paid if it is proved by clear and convincing  evidence in a court of
competent  jurisdiction  that his action or failure  to act  involved  an act or
omission  undertaken  with  deliberate  intent to cause injury to the Company or
undertaken  with  reckless  disregard  for the best  interests  of the  Company.
Indemnitee  hereby  further  agrees to  reasonably  cooperate  with the  Company
concerning any Claim.

(c)  Indemnification  for  Additional  Expenses.  The  Company  shall  indemnify
Indemnitee  against any and all expenses  (including  attorney's fees) which are
incurred by Indemnitee in connection  with any claim asserted  against or action
brought by  Indemnitee  for (i)  indemnification  of  Expenses or  Judgments  or
advance  payment of Expenses by the Company  under this  Agreement  or under any
other  agreement,  the  Company's  Regulations,  statute  or  rule of law now or
hereafter  in effect  relating to claims for  Indemnifiable  Events  and/or (ii)
recovery  under any  directors'  and  officers'  liability  insurance  policy or
policies maintained by the Company,  regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.

(d) Partial  Indemnity.  If Indemnitee  is entitled  under any provision of this
Agreement  to  indemnification  by the  Company  for  some or a  portion  of the
Judgments arising from or relating to a Claim but not,  however,  for all of the
total amount thereof,  the Company shall nevertheless  indemnify  Indemnitee for
the portion thereof to which Indemnitee is entitled.

(e)  Indemnification of Successful Defense Expenses.  Notwithstanding  any other
provision of this  Agreement,  to the extent that Indemnitee has been successful
on the merits or otherwise in defense of any or all Claims  relating in whole or
in part to an Indemnifiable  Event or in defense of any issue or matter therein,
including  dismissal without prejudice,  Indemnitee shall be indemnified against
all Expenses incurred in connection therewith.

(f) Service at the Request of the Company.  If Indemnitee  serves as a director,
trustee,  officer,   employee,  agent  or  representative  of  any  corporation,
partnership,  or other entity in which the Company owns, directly or indirectly,
a 20% or more  equity  interest  (or in the  case of a  non-profit  entity,  the
Company or a direct or indirect  subsidiary  of the Company is a member),  then,
for  purposes  of this  Agreement,  Indemnitee  shall  be  deemed  serving  as a
director,   trustee,   officer,   employee,  agent  or  representative  of  such
corporation, partnership, or other entity at the request of the Company.

3. Reviewing  Party  Determinations.

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(a) General Rules.  Notwithstanding the provisions of Section 2, the obligations
of the Company  under  Section 2(a) shall be subject to the  condition  that the
Reviewing Party shall not have determined (in a written opinion,  in any case in
which  the  special,  independent  counsel  referred  to in  Section 4 hereof is
involved)  that  Indemnitee  would  not be  permitted  to be  indemnified  under
applicable  law;  provided,  however,  that if Indemnitee  has  commenced  legal
proceedings in a court of competent  jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, any determination made by
the Reviewing  Party that  Indemnitee  would not be permitted to be  indemnified
under  applicable law shall not be binding until a final judicial  determination
is made with respect  thereto (as to which all rights of appeal  therefrom  have
been  exhausted or lapsed) and any such  determination  by the  Reviewing  Party
shall be modified,  to the extent  necessary,  to conform to such final judicial
determination.

(b) Election of Reviewing Party. If there has not been a Change in Control,  the
Reviewing  Party shall be selected by the Board of Directors.  If there has been
such a Change in Control, the Reviewing Party shall be the special,  independent
counsel referred to in Section 4 hereof.

(c) Judicial  Review.  If there has been no determination by the Reviewing Party
or if the Reviewing Party determines that Indemnitee  substantively would not be
permitted to be indemnified in whole or in part under applicable law, Indemnitee
shall have the right to  commence  litigation  in any court in the State of Ohio
having subject matter jurisdiction  thereof and in which venue is proper seeking
an initial  determination by the court or challenging any such  determination by
the Reviewing  Party or any aspect  thereof,  and the Company hereby consents to
service of process and to appear in any such  proceeding.  Any  determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

(d) Burden of Proof. In connection with any determination by the Reviewing Party
pursuant to Section  3(a), or by a court of competent  jurisdiction  pursuant to
Section  3(c)  or  otherwise,  as  to  whether  Indemnitee  is  entitled  to  be
indemnified hereunder,  the burden of proof shall be on the Company to establish
by clear and convincing evidence that Indemnitee is not so entitled.

4. Change in Control.

         The Company  agrees that if there is a Change in Control of the Company
(other  than a Change in Control  which has been  approved  by a majority of the
Company's Board of Directors who were directors immediately prior to such Change
in Control),  then with respect to all matters thereafter arising concerning the
rights of Indemnitee  to indemnity  payments  under this  Agreement or under any
other  agreement,  the  Company's  Regulations,  statute  or  rule of law now or
hereafter in effect  relating to Claims for  Indemnifiable  Events,  the Company
shall seek legal  advice  only from  special,  independent  counsel  selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld),  and who has not otherwise  performed services for the Company within
the last five years (other than in connection  with such matters) or Indemnitee.
The  Company  agrees  to pay the  reasonable  fees of the  special,  independent
counsel  referred to above and to indemnify  fully such counsel  against any and
all  expenses  (including  attorney's  fees),  claims,  liabilities  and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.

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5.       No Presumption.

         For purposes of this Agreement,  the termination of any claim,  action,
suit or  proceeding,  by judgment,  order,  settlement  (whether with or without
court  approval)  or  conviction,  or  upon a plea of  nolo  contendere,  or its
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

6.       Non-exclusivity.

         The rights of Indemnitee hereunder shall be in addition to any other
rights Indemnitee may now or hereafter have to indemnification by the Company.

7.       Liability Insurance.

         The rights of the Indemnitee hereunder shall also be in addition to any
other rights  Indemnitee  may now or hereafter  have under policies of insurance
maintained by the Company or otherwise.  To the extent the Company  maintains an
insurance  policy  or  policies  providing  directors'  or  officers'  liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
Company director or officer.

8.       Liability Standards.

         This  Agreement  shall be  construed on the basis of the duties owed by
Indemnitee  as a director  or  officer of the  Company,  and the  standards  for
determining  liability  in damages  for a breach  thereof,  which  apply to each
particular  Claim.  The parties  acknowledge that changes in such duties or such
liability  standards may result in an expansion or  contraction of the Company's
indemnification exposure hereunder.

9.       Amendments, Etc.

         No supplement,  modification  or amendment of this  Agreement  shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other  provisions  hereof  (whether or not similar) nor shall such
waiver constitute a continuing waiver.

10.      Subrogation.

         In the event of payment  under this  Agreement,  the  Company  shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers  required and shall do everything that
may be  necessary  to  secure  such  rights,  including  the  execution  of such
documents  necessary to enable the Company  effectively to bring suit to enforce
such rights.


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11.      No Duplication of Payments.

         The  Company  shall  not be liable  under  this  Agreement  to make any
payment in  connection  with any Claim  made  against  Indemnitee  to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
the Company's  Regulations or otherwise) of the amounts otherwise  indemnifiable
hereunder.

12.      Binding Effect, Etc.

         This  Agreement  shall be binding upon and inure to the benefit of, and
be enforceable by, the parties hereto and their respective successors,  assigns,
including any direct or indirect successor by purchase, merger, consolidation or
otherwise  to all or  substantially  all of the  business  and/or  assets of the
Company, spouses, heirs, and personal and legal representatives.  This Agreement
shall continue in effect regardless of whether Indemnitee  continues to serve as
a director or officer of the Company or as a director,  trustee,  officer, agent
or representative of any other enterprise at the Company's request.

13.      Severability.

         The provisions of this  Agreement  shall be severable in the event that
any of the provisions  hereof  (including any provision within a single section,
paragraph  or  sentence)  are held by a court of  competent  jurisdiction  to be
invalid,  void or otherwise  unenforceable,  and the remaining  provisions shall
remain enforceable to the fullest extent permitted by law.

14.      Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of Ohio  applicable to contracts made and
to be  performed  in such  state  without  giving  effect to the  principles  of
conflicts of laws.

         15.      Shareholder Approval.

         On December 16, 1987,  shareholders  of the Company  approved a form of
indemnification  agreement to be entered into with each  director of the Company
then in office and each person subsequently  becoming a director of the Company.
The Company and Indemnitee  acknowledge  and agree that this Agreement is in all
material  respects  in the form of  agreement  approved  by  shareholders  to be
entered into between the Company and directors.

         Executed and effective as of this ____ day of ________________, _____.

AMCAST INDUSTRIAL CORPORATION


By: ______________________________                ___________________________
Name:                                             Indemnitee
Title:

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