EXHIBIT 4.1

                            THIRD AMENDMENT AGREEMENT

     This Third Amendment Agreement is made as of the 5th day of November, 1999,
by and among AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation  ("Borrower"),
the  banking  institutions  named in  Schedule  1 to the  Credit  Agreement,  as
hereinafter defined ("Banks"),  and KEYBANK NATIONAL  ASSOCIATION,  as agent for
the Banks  ("Agent"):

     WHEREAS,  Borrower,  Agent and the Banks are parties to a
certain Credit  Agreement  dated as of August 14, 1997, as amended and as it may
from time to time be further  amended,  restated or  otherwise  modified,  which
provides,  among other things,  for loans and letters of credit  aggregating Two
Hundred  Million Dollars  ($200,000,000),  all upon certain terms and conditions
("Credit Agreement");

     WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement
to modify certain provisions thereof;

     WHEREAS,  each term  used  herein  shall  be defined in accordance with the
Credit Agreement;

     NOW, THEREFORE, in  consideration  of the  premises and of the mutual
covenants herein and for other valuable  considerations, Borrower, Agent and the
Banks agree as follows:

     1.   Article I of the Credit  Agreement  is  hereby  amended  to delete the
definition  of  "Proviso"  therefrom  in  its  entirety  and to insert in  place
thereof  the following:
          "Proviso" shall mean that:

          (a)  for Borrower's fiscal quarters ending prior to the   fiscal  year
     ending on or about August 31, 1998,  Consolidated EBITDA, as referred to in
     the Leverage Ratio, shall be calculated as follows: (i) for the fiscal year
     ending on or about August 31, 1997, Consolidated EBITDA shall be calculated
     as disclosed in the pro forma statement provided by Borrower to Agent on or
     about  July  30,  1997,  (ii) for the  fiscal  quarter  ending  on or about
     November 30, 1997,  Consolidated  EBITDA shall be annualized by multiplying
     the Consolidated  EBITDA for that fiscal quarter by four (4), (iii) for the
     fiscal quarter ending on or about  February 28, 1998,  Consolidated  EBITDA
     shall be annualized by multiplying the Consolidated  EBITDA for that fiscal
     quarter and the previous fiscal quarter by two (2), and (iv) for the fiscal
     quarter  ending  on or about May 31,  1998,  Consolidated  EBITDA  shall be
     annualized by multiplying the  Consolidated  EBITDA for that fiscal quarter
     and the two (2) previous fiscal quarters by one and one-third (1.333); and

          (b)  for Borrower's fiscal quarter ending  November 28, 1999, and  for
     each  fiscal  quarter of  Borrower  thereafter,  any  payment  received  by
     Borrower  from  General  Motors  Corporation  with  respect to  outstanding
     accounts  receivable  (each  a  "GM  Payment")  on  any  Last  Weekend,  as
     hereinafter defined, shall be deemed to have been received and applied as a
     reduction  to Funded  Indebtedness  (for  purposes  of  calculation  of the
     Leverage Ratio) on the last day of the fiscal quarter that ends during such
     Last Weekend,  so long as Borrower  actually  applies the amount of such GM
     Payment as a payment of Funded Indebtedness on the next Business Day of the
     Last  Weekend  after the  Business  Day on which the payment is received by
     Borrower.  As used herein,  "Last  Weekend" shall mean the Friday, Saturday
     Sunday, Monday and Tuesday (and Wednesday, if Monday is a national  holiday
     in the United States) that  contains the  last day of  a fiscal  quarter of
     Borrower.

     2.   After  the  date of this  Third Amendment  Agreement,  Borrower  shall
include in each  Compliance  Certificate a description  (with respect  to amount
and timing) of any  recalculation of Funded Indebtedness that occurs pursuant to
subpart (b) of the Proviso  definition.

     3.   Concurrently  with the  execution of this Third  Amendment  Agreement,
Borrower shall:

     (a)  cause   each   Guarantor  of  Payment  to  consent  and  agree  to and
acknowledge the terms of this Third Amendment  Agreement; and

     (b)  pay all legal fees and expenses of Agent in connection with this Third
Amendment Agreement.

     4.   Borrower hereby represents and warrants to Agent and the Banks that(a)
Borrower  has  the  legal  power and  authority  to  execute  and  deliver  this
Third  Amendment  Agreement;  (b) the officials  executing this Third  Amendment
Agreement  have been duly  authorized  to execute  and deliver the same and bind
Borrower with respect to the provisions  hereof;  (c) the execution and delivery
hereof by  Borrower  and the  performance  and  observance  by  Borrower  of the
provisions hereof do not violate or conflict with the organizational  agreements
of  Borrower  or any law  applicable  to  Borrower  or result in a breach of any
provision of or  constitute a default under any other  agreement,  instrument or
document binding upon or enforceable against Borrower; (d) no Unmatured Event of
Default or Event of Default  exists  under the  Credit  Agreement,  nor will any
occur  immediately  after the  execution  and  delivery of this Third  Amendment
Agreement or by the  performance  or  observance of any  provision  hereof;  (e)
neither Borrower nor any Subsidiary has any claim or offset against,  or defense
or  counterclaim  to,  any of  Borrower's  or any  Subsidiary's  obligations  or
liabilities  under the Credit  Agreement  or any Related  Writing;  and (f) this
Third Amendment Agreement constitutes a valid and binding obligation of Borrower
in every respect, enforceable in accordance  with its terms.

     5.   Each  reference  that  is  made  in  the Credit Agreement or any other
writing  to  the  Credit  Agreement shall  hereafter be construed as a reference
to  the  Credit  Agreement  as  amended  hereby.   Except  as  herein  otherwise
specifically  provided,  all provisions of the Credit  Agreement shall remain in
full force and effect and be unaffected hereby.

     6.   Borrower and  each  Subsidiary, by  signin g below, hereby  waives and
releases Agent and each of the Banks and their respective  directors,  officers,
employees,  attorneys,  affiliates  and  subsidiaries from  any  and all claims,
offsets,  defenses and  counterclaims  of which  Borrower and any Subsidiary  is
aware,  such waiver and  release  being with full  knowledge  and  understanding
of the circumstances and effect thereof and after having consulted legal counsel
with respect thereto.

     7.   This Third Amendment  Agreement  may  be  executed  in  any  number of
counterparts, by  different  parties  hereto  in separate  counterparts  and  by
facsimile  signature,  each  of  which when so executed and  delivered  shall be
deemed to be an original and all of  which taken  together  shall constitute but
one and the same agreement.

     8.   The rights and  obligations  of all parties  hereto  shall be governed
by the laws of the State of Ohio,  without  regard to  principles of conflicts
of laws.

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<PAGE>
 9. JURY TRIAL WAIVER.  BORROWER, AGENT AND EACH OF THE  BANK S HEREBY WAIVE ANY
RIGHT TO HAVE A JURY  PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING IN
CONTRACT,  TORT OR  OTHERWISE,  AMONG  BORROWER,  AGENT  AND THE  BANKS,  OR ANY
THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION  WITH THIS  AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED  THERETO.RESOLVING  ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,  AMONG BORROWER,  AGENT AND THE
BANKS,  OR ANY  THEREOF,  ARISING  OUT OF, IN  CONNECTION  WITH,  RELATED TO, OR
INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER  INSTRUMENT,  DOCUMENT OR  AGREEMENT  EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

                                     AMCAST INDUSTRIAL CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President and
                                              Chief Executive Officer

                                     KEYBANK NATIONAL ASSOCIATION,
                                              as Agent and as a Bank

                                     By: /s/ FRANCIS W. LUTZ
                                     -------------------------------------
                                              Francis W. Lutz, Portfolio Manager

                                     BANCA COMMERCIALE ITALIANA

                                     By: /s/ CHARLES DOUGHERTY
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ TIZIANO GALLONETTO
                                     -------------------------------------
                                     Title: Assistant Vice President
                                     -------------------------------------

                                     THE BANK OF NEW YORK

                                     By: /s/ EDWARD J. DOUGHERTY III
                                     -------------------------------------
                                     Title: Vice President, U.S. Commercial
                                            Banking
                                     -------------------------------------

                                     BANK ONE, NA

                                     By: /s/ RANDALL WITH
                                     -------------------------------------
                                     Title: Senior Vice President
                                     -------------------------------------


                                     CREDIT AGRICOLE INDOSUEZ
                                     (successor in interest to Caisse Nationale
                                      de Credit Agricole)

                                     By:
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     and
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     COMERICA BANK

                                     By: /s/ NICHOLAS G. MESTER
                                     -------------------------------------
                                     Title: Account Officer
                                     -------------------------------------

                                     CREDITO ITALIANO SPA

                                     By: /s/ CHRISTOPHER J. ELDIN
                                     -------------------------------------
                                     Title: First Vice President & Deputy
                                            Manager
                                     -------------------------------------

                                     and /s/ SAIYED A. ABBAS
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     SANPAOLO IMI, SPA

                                     By: /s/ LUCA SACCHI
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ CARLO PERSICO
                                     -------------------------------------
                                     Title: Designated Group Manager
                                     -------------------------------------

                                     NATIONAL CITY BANK OF DAYTON

                                     By: /s/ NEAL J. HINKEL
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     BANK ONE, MICHIGAN (successor by merger
                                     to NBD Bank)

                                     By: /s/ RANDALL WITH
                                     -------------------------------------
                                     Title: Senior Vice President
                                     -------------------------------------

                                     THE SANWA BANK, LIMITED,
                                        CHICAGO BRANCH

                                     By:
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     FIRSTAR BANK, NATIONAL
                                        ASSOCIATION (fka STAR BANK, N.A.)

                                     By: /s/ THOMAS D. GIBBONS
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------
<PAGE>

                            GUARANTOR ACKNOWLEDGMENT

     Each of the undersigned  consents and agrees to and  acknowledges the terms
of the foregoing Third  Amendment  Agreement.  Each of the  undersigned  further
agrees that the obligations of each of the undersigned  pursuant to the Guaranty
of Payment  executed by each of the  undersigned  shall remain in full force and
effect and be unaffected hereby.
                                     ELKHART PRODUCTS CORPORATION
                                     WHEELTEK, INC.
                                     AS INTERNATIONAL, INC.

                                     By: /s/ DOUGLAS D. WATTS
                                     -------------------------------------
                                              Douglas D. Watts, Vice President
                                              of each of the Companies listed
                                              above

                                     AMCAST INVESTMENT SERVICES
                                              CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President