EXHIBIT 4.2

                           FOURTH AMENDMENT AGREEMENT

     This Fourth  Amendment  Agreement  is made as of the 28th 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
definitions of "Applicable  Commitment Fee Rate",  "Applicable LIBOR Margin" and
"Leverage  Ratio" therefrom in their entirety and to insert in place thereof the
following:

         "Applicable Commitment Fee Rate" shall mean:

         (a)   for the period from November 28, 1999, through the fiscal quarter
     ending on February 27, 2000, fifty (50) basis points; and

         (b)   commencing with the financial  statements for the  fiscal quarter
     ending on November 28, 1999, the number of  basis  points set forth in  the
     following  matrix based on the result of the  computation  of the  Leverage
     Ratio shall be used to  establish  the number  of basis points that will go
     into effect on February 28, 2000 and thereafter:

<TABLE>
<S>                                                    <C>
 ----------------------------------------------------- -------------------------
                                                       Applicable
 Leverage Ratio                                        Commitment Fee Rate
 ----------------------------------------------------- -------------------------

 Greater than or equal to 3.25 to 1.00                 50.00 basis points
 ----------------------------------------------------- -------------------------

 Greater than or equal to 3.00 to 1.00
 but less than 3.25 to 1.00                            37.50 basis points
 ----------------------------------------------------- -------------------------

 Greater than or equal to 2.50 to 1.00
 but less than 3.00 to 1.00                            32.50 basis points
 ----------------------------------------------------- -------------------------

 Less than 2.50 to 1.00                                25.00 basis points
 ----------------------------------------------------- -------------------------

</TABLE>
     Changes  to the  Applicable Commitment  Fee  Rate shall be effective on the
     first day of each month  following the date upon which Agent received,  or,
     if earlier, Agent should have received, pursuant to Section 5.3 hereof, the
     financial statements of the Companies.  The above matrix does not modify or
     waive, in any respect,  the requirements of Section 5.7 hereof,  the rights
     of the Banks to charge the  Default  Rate,  or the rights and  remedies  of
     Agent and the Banks pursuant to Articles VII and VIII hereof.

         "Applicable LIBOR Margin" shall mean:

         (a)   for the period from November 28, 1999, through the fiscal quarter
     ending on February 27, 2000, two hundred (200) basis points; and

         (b)   commencing  with the financial  statements for the fiscal quarter
     ending on November 28, 1999,  the  number  of basis  points  set  forth  in
     the following matrix based on the result of the computation of the Leverage
     Ratio shall be used to establish the number of basis  points that  will  go
     into effect on February 28, 2000 and thereafter:

<TABLE>
<S>                                                    <C>
------------------------------------------------------ -------------------------
                                                       Applicable Margin for
Leverage Ratio                                         LIBOR Loans
 ----------------------------------------------------- -------------------------

Greater than or equal to 3.50 to 1.00                  225 basis points
------------------------------------------------------ -------------------------

Greater than or equal to 3.25 to 1.00
but less than 3.50 to 1.00                             200 basis points
------------------------------------------------------ -------------------------

Greater than or equal to 3.00 to 1.00
but less than 3.25 to 1.00                             175 basis points
------------------------------------------------------ -------------------------

Greater than or equal to 2.50 to 1.00
but less than 3.00 to 1.00                             150 basis points
------------------------------------------------------ -------------------------

Less than 2.50 to 1.00                                 125 basis points
------------------------------------------------------ -------------------------
</TABLE>

     Changes to the Applicable LIBOR Margin shall be effective on the  first day
     of each month following the date upon which Agent received, or, if earlier,
     Agent should have received,  pursuant to Section 5.3 hereof,  the financial
     statements of the Companies.  The above matrix does not modify or waive, in
     any  respect,  the  requirements  of Section 5.7 hereof,  the rights of the
     Banks to charge the Default  Rate,  or the rights and remedies of Agent and
     the Banks pursuant to Articles VII and VIII hereof.

          "Leverage  Ratio" shall mean,  at any time,  on a  Consolidated  basis
     and in accordance with GAAP, the ratio of (a) Funded   Indebtedness  (based
     upon the financial statements of the Companies for the most recently  com-
     pleted fiscal quarter) to (b) Consolidated EBITDA (based upon the financial
     statements of the Companies for the most recently completed four (4) fiscal
     quarters);  subject to the Proviso.

     2.   The Credit Agreement  is  hereby  amended  to  delete  Section  5.7(a)
therefrom in its entirety and to insert in place thereof the following:

          (a)  INTEREST  COVERAGE.  Borrower  shall  not  suffer  or  permit  at
     any time the ratio of Consolidated EBIT to Consolidated Interest Expense to
     be less than (i)2.00 to 1.00 on the Closing Date through November 27, 1999,
     (ii) 1.75 to 1.00 on November 28, 1999 through  August 31, 2000,  and (iii)
     2.00 to 1.00 on September 1, 2000 and thereafter,  based upon the financial
     statements  for the Companies for most recently  completed  four (4) fiscal
     quarters.

     3.   The Credit Agreement is hereby amended to delete Section 5.7(b) there-
from in its entirety and to insert in place thereof the following:

         (b)   LEVERAGE.  Borrower  shall  not  suffer  or  permit  at any  time
     the  Leverage Ratio to exceed (i)3.65 to 1.00 on the Closing  Date  through
     November 29, 1998, (ii) 3.40 to 1.00 on November 30, 1998 through  February
     27, 1999,  (iii) 3.25 to 1.00 on February 28, 1999 through August 30, 1999,
     (iv) 3.00 to 1.00 on August 31, 1999 through November 27, 1999, (v) 3.75 to
     1.00 on November 28, 1999 through  February 27, 2000,  (vi) 3.50 to 1.00 on
     February 28, 2000 through August 31, 2000,  (vii) 3.25 to 1.00 on September
     1, 2000  through  December 2, 2001,  and (viii) 3.00 to 1.00 on December 3,
     2001 and thereafter.

         4.  Concurrently with the execution of this Fourth Amendment Agreement,
 Borrower shall:

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

         (b)   pay an amendment fee to each Bank that executes   this  Amendment
prior to 12:01 P.M.(Cleveland, Ohio time) on November  30, 1999 (each such Bank,
an "Executing  Bank") in an amount equal to (i) fifteen (15) basis points, times
(ii) the Total Commitment Amount, times (iii) the Commitment  Percentage of such
Executing  Bank.  Such  amendment  fee  shall be paid to Agent  for the pro rata
benefit of the Executing Banks; and

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


          5.   Borrower hereby represents and  warrants to Agent  and the  Banks
that(a) Borrower has the legal power and  authority  to execute and deliver this
Fourth  Amendment Agreement; (b) the officials executing this  Fourth  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 Fourth  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
Fourth  Amendment  Agreement  constitutes  a valid  and  binding  obligation  of
Borrower in every respect, enforceable in accordance with its terms.

         6.    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.

         7.    Borrower and each  Subsidiary,  by signing  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.

         8.    This Fourth  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.

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

                  [Remainder of Page Intentionally Left Blank.]
<PAGE>
          10. JURY TRIAL WAIVER.  BORROWER,  AGENT AND  EACH OF THE BANKS 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.

                                     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/ EDWARD BERMANT
                                     -------------------------------------
                                     Title: First Vice President, Deputy Manager
                                     -------------------------------------

                                     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: /s/ RAYMOND A. FALKENBERG
                                     -------------------------------------
                                     Title: Vice President, Senior Relationship
                                            Manager
                                     -------------------------------------

                                     and /s/ SUSAN KNIGHT
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     COMERICA BANK

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

                                     UNI CREDITO ITALIANO SPA

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

                                     and /s/ GIANFRANCO BISAGNI
                                     -------------------------------------
                                     Title: First Vice President
                                     -------------------------------------

                                     SANPAOLO IMI, SPA

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

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

                                     NATIONAL CITY BANK

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

                                     BANK ONE, INDIANA, NA. (successor by
                                        merger to NBD Bank, N.A.)

                                     By: /s/ EDWARD HATHAWAY
                                     -------------------------------------
                                     Title: First Vice President
                                     -------------------------------------


                                     THE SANWA BANK, LIMITED,
                                        CHICAGO BRANCH

                                     By: /s/ KENNETH C. EICHWALD
                                     -------------------------------------
                                     Title: First Vice President and Assistant
                                            General Manager
                                     -------------------------------------

                                     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 Fourth  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