SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM 10-Q


          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          ---
                         SECURITIES EXCHANGE ACT OF 1934



For the quarter ended June 2, 2002                Commission File Number 1-9967
                                                                         ------



             A M C A S T   I N D U S T R I A L   C O R P O R A T I O N
             ---------------------------------------------------------
              (Exact name of registrant as specified in its charter)



              Ohio                                               31-0258080
---------------------------------                             -----------------
    (State of Incorporation)                                 (I.R.S. Employer
                                                             Identification No.)

7887 Washington Village Drive, Dayton, Ohio                      45459
----------------------------------------------                 ----------
(Address of principal executive offices)                       (Zip Code)



                                 (937) 291-7000
         ---------------------------------------------------------------
              (Registrant's telephone number, including area code)



---------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section  13 and  15(d) of the  Securities  Exchange  Act of 1934
during the  preceding  twelve  months,  and (2) has been  subject to such filing
requirements for the past 90 days.

     Yes          X                                       No
                -----                                            ----

Number  of  Common  Shares  outstanding,  no par  value,  as of June  2,  2002 -
8,619,460 shares.



<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                               REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 2, 2002

                                    I N D E X




PART I - FINANCIAL INFORMATION                                              PAGE
                                                                           -----

      Item 1  -  Financial Statements:

                 Consolidated Condensed Balance Sheets - June 2, 2002          3
                 and August 31, 2001

                 Consolidated Condensed Statements of Operations -             4
                 for the Quarter and Nine Months Ended June 2, 2002
                 and June 3, 2001

                 Consolidated Condensed Statements of Retained Earnings -      4
                 for the Quarter and Nine Months Ended June 2, 2002
                 and June 3, 2001

                 Consolidated Condensed Statements of Cash Flows -             5
                 for the Nine Months Ended June 2, 2002
                 and June 3, 2001

                 Notes to Consolidated Condensed Financial Statements       6-12

      Item 2  -  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       13-20

      Item 3  -  Quantitative and Qualitative Disclosures about Market Risk   21

PART II - OTHER INFORMATION

      Item 4 - Submission of Matters to a Vote of Security Holders            22

      Item 5 - Other Information                                              22

      Item 6 - Exhibits and Reports on Form 8-K                            22-23

SIGNATURES                                                                    24

                                       2

<PAGE>


PART I - FINANCIAL INFORMATION

                          AMCAST INDUSTRIAL CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                ($ in thousands)
                                   (Unaudited)
                                                           June 2     August 31
                                                            2002         2001
                                                         ---------    ---------
ASSETS

Current Assets
     Cash and cash equivalents                           $   4,455    $  14,981
     Accounts receivable                                    77,040       64,408
     Inventories                                            47,483       58,193
     Other current assets                                    9,603       13,846
                                                         ---------    ---------
Total Current Assets                                       138,581      151,428

Property, Plant, and Equipment                             455,951      445,440
     Less accumulated depreciation                        (221,386)    (203,148)
                                                         ---------    ---------
Net Property, Plant, and Equipment                         234,565      242,292

Goodwill                                                    47,341       48,353
Other Assets                                                20,956       16,617
                                                         ---------    ---------
Total Assets                                             $ 441,443    $ 458,690
                                                         =========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
     Short-term debt                                     $   7,998    $   7,311
     Current portion of long-term debt                      17,365       21,383
     Accounts payable                                       72,842       66,032
     Accrued expenses                                       41,720       38,014
                                                         ---------    ---------
Total Current Liabilities                                  139,925      132,740

Long-Term Debt (less current portion)                      160,372      170,296
Deferred Income Taxes                                       14,747       15,272
Deferred Liabilities                                        22,906       24,870

Shareholders' Equity
     Preferred shares, without par value
        Authorized - 1,000,000 shares; Issued - None             -            -
     Common shares, at stated value
        Authorized - 15,000,000 shares
        Issued - 9,227,600 shares                            9,228        9,228
     Capital in excess of stated value                      72,419       72,419
     Accumulated other comprehensive losses                 (6,174)      (5,903)
     Retained earnings                                      35,154       47,403
     Cost of 608,140 and 650,860 common shares in treasury  (7,134)      (7,635)
                                                         ---------    ---------
Total Shareholders' Equity                                 103,493      115,512
                                                         ---------    ---------
Total Liabilities and Shareholders' Equity               $ 441,443    $ 458,690
                                                         =========    =========

See notes to consolidated financial statements

                                       3

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>


<S>                                                            <C>               <C>                <C>               <C>
                                                                   Three Months Ended                    Nine Months Ended
                                                               ---------------------------          ---------------------------
                                                                June 2            June 3             June 2            June 3
                                                                 2002              2001               2002              2001
                                                               ---------         ---------          ---------         ---------
Consolidated Condensed Statements of Operations

Net Sales                                                      $151,423          $136,158           $423,592          $397,068
Cost of sales                                                   135,127           130,074            385,724           364,728
                                                               ---------         ---------          ---------         ---------
Gross Profit                                                     16,296             6,084             37,868            32,340
Selling, general and administrative expenses                     13,436            24,374             40,805            52,419
                                                               ---------         ---------          ---------         ---------
Operating Income (Loss)                                           2,860           (18,290)            (2,937)          (20,079)
Other (income) expense                                              166               972               (825)            2,582
Interest expense                                                  4,227             4,601             13,212            11,121
                                                               ---------         ---------          ---------         ---------
Loss Before Income Taxes                                         (1,533)          (23,863)           (15,324)          (33,782)
Income tax expense (benefit)                                         37            (4,620)            (3,349)           (7,884)
                                                               ---------         ---------          ---------         ---------
Net Loss                                                       $ (1,570)         $(19,243)          $(11,975)         $(25,898)
                                                               =========         =========          =========         =========


Consolidated Condensed Statements of Retained Earnings

Beginning Retained Earnings                                    $ 36,903          $ 78,258           $ 47,403          $ 87,287
    Net loss                                                     (1,570)          (19,243)           (11,975)          (25,898)
    Dividends                                                         -                 -                  -            (2,355)
    Treasury shares issued
      401(k) matching contributions                                (179)                -               (179)                -
      Stock awards                                                    -              (388)               (95)             (407)
                                                               --------          --------           --------          --------
Ending Retained Earnings                                       $ 35,154          $ 58,627           $ 35,154          $ 58,627
                                                               =========         =========          =========         =========

Basic Loss Per Share                                            $ (0.18)          $ (2.25)           $ (1.39)          $ (3.06)
                                                               =========         =========          =========         =========

Diluted Loss Per Share                                          $ (0.18)          $ (2.25)           $ (1.39)          $ (3.06)
                                                               =========         =========          =========         =========

Dividends Declared Per Share                                    $     -           $     -            $     -           $  0.28
                                                               =========         =========          =========         =========

Dividends Paid Per Share                                        $     -           $     -            $     -           $  0.28
                                                               =========         =========          =========         =========

</TABLE>

See notes to consolidated financial statements

                                       4

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                         Nine Months Ended
                                                     -------------------------
                                                       June 2          June 3
                                                        2002            2001
                                                     ---------       ---------
Operating Activities
     Net loss                                        $(11,975)       $(25,898)
     Depreciation and amortization                     25,745          24,833
     Deferred liabilities                              (2,922)         (2,335)
     Changes in assets and liabilities
        Accounts receivable                           (12,652)          5,675
        Inventories                                    11,537          11,864
        Other current assets                            4,940          (7,403)
        Accounts payable                                5,583         (24,889)
        Accrued liabilities                             3,378           2,475
        Other                                          (2,103)          6,024
                                                     ---------       ---------
Net Cash Provided (Used) by Operations                 21,531          (9,654)

Investing Activities
     Additions of property, plant, and equipment      (16,253)        (17,309)
     Other                                                (25)         (2,273)
                                                     ---------       ---------
Net Cash Used by Investing Activities                 (16,278)        (19,582)

Financing Activities
     Additions to long-term debt                        3,254         108,570
     Reduction in long-term debt                      (18,305)        (75,437)
     Short-term borrowings                                408           6,431
     Dividends                                              -          (2,355)
     Sale (Purchase) of treasury shares                     -           1,500
     Other                                                  -             (70)
                                                     ---------       ---------
Net Cash (Used) Provided by Financing Activities      (14,643)         38,639

Effect of exchange rate changes on cash                (1,136)           (867)
                                                     ---------       ---------
Net change in cash and cash equivalents               (10,526)          8,536

Cash and cash equivalents at beginning of period       14,981           3,062
                                                     ---------       ---------
Cash and Cash Equivalents at End of Period           $  4,455        $ 11,598
                                                     =========       =========

See notes to consolidated financial statements

                                        5


<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)


Nature of Operations

Amcast Industrial Corporation is a leading manufacturer of  technology-intensive
metal products.  Its two business segments are Flow Control Products,  a leading
supplier  of copper  and brass  fittings  for the  industrial,  commercial,  and
residential  construction markets, and Engineered Components, a leading supplier
of aluminum  wheels and aluminum  components for automotive  original  equipment
manufacturers  in North  America as well as a leading  supplier  of  light-alloy
wheels  for  automotive   original   equipment   manufacturers  and  aftermarket
applications in Europe.

Preparation of Financial Statements

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of  Amcast  Industrial   Corporation  and  its  domestic  and  foreign
subsidiaries (the "Company").  Intercompany  accounts and transactions have been
eliminated.  For the first nine months of fiscal 2001, the Company's  investment
in Casting  Technology  Company  (CTC),  a joint  venture,  was  included in the
accompanying   consolidated   financial  statements  by  the  equity  method  of
accounting.  On June 5, 2001,  the Company  acquired its minority  partner's 40%
share of CTC,  bringing the  Company's  ownership  in CTC to 100%.  Accordingly,
CTC's  financial  results are  consolidated  within the Company's  statements of
operations,  balance sheets, and statements of cash flows for periods subsequent
to June 5, 2001. Prior periods were not restated.

Summarized financial information as of June 3, 2001 and for the quarter and nine
months ended June 3, 2001 for CTC,  which was  accounted for as an investment on
Amcast's books, is as follows:
                                                               June 3, 2001
                          June 3                       -------------------------
                           2001                        Three Months  Nine Months
                         --------                          Ended       Ended
Current assets           $ 9,034                        ------------ ----------
Noncurrent assets         36,781      Net sales           $ 8,298    $ 26,370
Current liabilities       24,640      Gross profit (loss)    (152)       (622)
Noncurrent liabilities    11,070      Net profit (loss)    (2,599)     (5,198)


The  consolidated  condensed  financial  statements  are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required for complete annual financial  statements and should be read
in conjunction with the Company's audited consolidated  financial statements and
footnotes for the year ended August 31, 2001  included in the  Company's  Annual
Report on Form 10-K. In the opinion of management,  all  adjustments,  including
normally  recurring  accruals,  necessary  for a  fair  presentation  have  been
included,  however  interim  financial  reporting  requires  management  to make
estimates and  assumptions  that affect amounts  reported.  Actual results could
differ from those estimates.

                                       6

<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Comprehensive Income (Loss)

Comprehensive  income (loss) includes all changes in shareholders' equity during
a period  except  those  resulting  from  investments  by and  distributions  to
shareholders. The components of comprehensive income (loss) are:

                                     Three Months Ended      Nine Months Ended
                                     ------------------     ------------------
                                     June 2     June 3       June 2    June 3
                                      2002       2001         2002      2001
                                    --------- ---------     --------- ---------
Net income (loss)                    $(1,570) $(19,243)     $(11,975) $(25,898)
Foreign currency translation
  adjustments                            165     3,868          (271)    1,758
                                    --------- ---------     --------- ---------
Total comprehensive income (loss)    $(1,405) $(15,375)     $(12,246) $(24,140)
                                    ========= =========     ========= =========



Inventories

The major components of inventories are:


                                               June 2          August 31
                                                2002             2001
                                              ---------        ---------
Finished products                             $ 22,130         $ 30,470
Work in process                                 12,481           13,952
Raw materials and supplies                      16,569           17,468
                                              ---------        ---------
Total inventory before LIFO adjustment          51,180           61,890
Less amount to reduce certain
      inventories to LIFO value                 (3,697)          (3,697)
                                              ---------        ---------
Total inventory                               $ 47,483         $ 58,193
                                              =========        =========

                                       7

<PAGE>


                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)


Property, Plant, and Equipment

The major components of property, plant, and equipment are as follows:

                                              June 2            August 31
                                               2002               2001
                                            -----------        -----------
Land and buildings                           $ 79,225           $ 76,718
Machinery and equipment                       364,645            342,918
Construction in progress                       12,081             25,804
                                            -----------        -----------
                                              455,951            445,440
Accumulated depreciation                     (221,386)          (203,148)
                                            -----------        -----------
Net property, plant, and equipment          $ 234,565          $ 242,292
                                            ===========        ===========

Depreciation  expense  was $8,122 and $7,781 for the three month  periods  ended
June 2, 2002 and June 3, 2001,  respectively,  and  $24,420  and $23,338 for the
nine month periods ended June 2, 2002 and June 3, 2001, respectively.


Long-Term Debt

The following table summarizes the Company's long-term borrowings:

                                                    June 2          August 31
                                                     2002              2001
                                                   ---------        ---------
Senior notes                                       $ 46,762         $ 50,000
Revolving credit notes                              107,869          114,978
Lines of credit                                      13,149           14,200
Other debt                                            9,762           11,492
Capital leases                                          195            1,009
                                                   ---------        ---------
Total long-term debt                                177,737          191,679
Current portion of long-term debt                   (17,365)         (21,383)
                                                   ---------        ---------
Total long-term debt less current portion          $160,372         $170,296
                                                   =========        =========
                                       8

<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)


Postretirement Benefits

Effective June 1, 2002, the Company amended its postretirement benefit plans and
terminated postretirement life insurance for all retirees except for those under
contractual  agreements.  This amendment decreased the Company's  postretirement
obligation by $919.


Earnings (Loss) Per Share

The following table reflects the calculations for basic and diluted earnings per
share for the three-month and nine-month  periods ended June 2, 2002 and June 3,
2001, respectively:

                               Three Months Ended           Nine Months Ended
                             ----------------------      ----------------------
                               June 2      June 3          June 2       June 3
                                2002        2001            2002         2001
                             ---------    ---------       ---------    ---------

Net income (loss)            $ (1,570)    $(19,243)       $(11,975)    $(25,898)
                             =========    =========       =========    =========
Basic Earnings per Share:
Basic shares                    8,601        8,536           8,588        8,451
                             =========    =========       =========    =========

Net income (loss)             $ (0.18)     $ (2.25)        $ (1.39)     $ (3.06)
                             =========    =========       =========    =========

Diluted Earnings per Share:
Basic shares                    8,601        8,536           8,588        8,451
Stock options                       -            -               -            -
Stock warrants                      -            -               -            -
                             ---------    ---------       ---------    ---------
Diluted shares                  8,601        8,536           8,588        8,451
                             =========    =========       =========    =========

Net income (loss)             $ (0.18)     $ (2.25)        $ (1.39)     $ (3.06)
                             =========    =========       =========    =========

For each of the periods  presented,  there were  outstanding  stock  options and
stock  warrants  excluded  from the  computation  of diluted  earnings per share
because these items were antidilutive.

                                       9

<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Business Segments

Operating  segments are organized  internally  primarily by the type of products
produced and markets  served,  and in accordance  with SFAS No. 131. The Company
has two reportable  segments,  Flow Control Products and Engineered  Components.
The Company  evaluates  segment  performance  and allocates  resources  based on
several  factors,  of which net  sales  and  operating  income  are the  primary
financial  measures.   During  the  2001  fiscal  fourth  quarter,  the  Company
revaluated  the  composition  of the reportable  segments and  reclassified  one
business  unit  from  Engineered  Components  to  Flow  Control  Products.   The
presentation  of fiscal 2001 segment  information,  including the three and nine
month periods ended June 3, 2001,  was restated to conform with this change.  At
June 2,  2002  there  were no  significant  changes  in  identifiable  assets of
reportable  segments from those amounts  disclosed at August 31, 2001,  nor were
there any changes in the reportable  segments,  or in the measurement of segment
operating results.

Operating  information  related  to  the  Company's  reportable  segments  is as
follows:

                                       Net Sales         Operating Income (Loss)
                                  -------------------    -----------------------
                                    For the Three              For the Three
                                     Months Ended               Months Ended
                                  -------------------    -----------------------
                                    June 2    June 3          June 2     June 3
                                     2002      2001            2002       2001
                                  ---------  ---------      ---------  ---------
Flow Control Products             $ 37,373   $ 39,294        $ 2,542   $ (3,309)
Engineered Components              114,050     96,864          1,264     (8,490)
Corporate                                -          -           (946)    (6,491)
                                  ---------  ---------      ---------  ---------
                                   151,423    136,158          2,860    (18,290)
Other (income) expense                   -          -            166         972
Interest expense                         -          -          4,227       4,601
                                  ---------  ---------      ---------  ---------
Total net sales and income (loss)
before taxes                      $151,423   $136,158       $ (1,533)  $(23,863)
                                  =========  =========      =========  =========

                                       Net Sales         Operating Income (Loss)
                                  -------------------    -----------------------
                                    For the Three              For the Three
                                     Months Ended               Months Ended
                                  -------------------    -----------------------
                                    June 2    June 3          June 2     June 3
                                     2002      2001            2002       2001
                                  ---------  ---------      ---------  ---------
Flow Control Products             $103,343   $114,398        $ 5,143    $ 4,066
Engineered Components              320,249    282,670         (2,958)   (11,227)
Corporate                                -          -         (5,122)   (12,918)
                                  ---------  ---------      ---------  ---------
                                   423,592    397,068         (2,937)   (20,079)
Other (income) expense                   -          -           (825)      2,582
Interest expense                         -          -          13,212     11,121
                                  ---------  ---------      ---------  ---------
Total net sales and income (loss)
before taxes                      $423,592   $397,068        $(15,324) $(33,782)
                                  =========  =========      =========  =========

                                       10
<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Commitments and Contingencies

At June 2, 2002,  the Company had committed to capital  expenditures  of $5,975,
primarily for the Engineered Components segment.

The Company, as is normal for the industry in which it operates,  is involved in
certain legal proceedings and subject to certain claims and site  investigations
which  arise  under  the  environmental  laws and  which  have not been  finally
adjudicated.

The Company has been  identified as a potentially  responsible  party by various
state agencies and by the United States  Environmental  Protection  Agency (U.S.
EPA) under the Comprehensive  Environmental  Response Compensation and Liability
Act of 1980, as amended,  for costs  associated  with U.S.  EPA-led  multi-party
sites and state  environmental  agency-led  remediation  sites.  The majority of
these claims involve  third-party owned disposal sites for which compensation is
sought  from the  Company as an alleged  waste  generator  for  recovery of past
governmental  costs or for  future  investigation  or  remedial  actions  at the
multi-party   sites.   There   are   three   Company-owned    properties   where
state-supervised  cleanups  are  expected.  The  designation  as  a  potentially
responsible  party and the assertion of such claims against the Company are made
without taking into  consideration the extent of the Company's  involvement with
the  particular  site. In each  instance,  claims have been  asserted  against a
number of other  entities for the same  recovery or other relief as was asserted
against the Company.  These claims are in various  stages of  administrative  or
judicial  proceeding.  The Company has no reason to believe that it will have to
pay a significantly disproportionate share of clean-up costs associated with any
site. To the extent  possible,  with the information  available at the time, the
Company has evaluated its  responsibility  for costs and related  liability with
respect to the above sites.  The Company does not expect any cost  reimbursement
from its  insurance  carriers.  The Company is of the opinion that its liability
with  respect to those sites  should not have a material  adverse  effect on its
financial position or results of operations. In arriving at this conclusion, the
principal factors considered by the Company were ongoing settlement  discussions
with respect to certain of the sites, the volume and relative  toxicity of waste
alleged to have been disposed of by the Company at certain sites,  which factors
are often used to allocate  investigative  and remedial costs among  potentially
responsible  parties,  the  probable  costs  to be  paid  by  other  potentially
responsible  parties,  total projected  remedial costs for a site, if known, and
the  Company's  existing  reserve  to cover  costs  associated  with  unresolved
environmental  proceedings.  At June 2, 2002, the Company's accrued undiscounted
reserve for such contingencies was $2,385.

Based upon the  contracts  and  agreements  with  regards  to two  environmental
matters,  the Company believes it is entitled to indemnity for remediation costs
at two  sites  and  believes  it is  probable  that the  Company  can  recover a
substantial  portion  of  the  costs.  Accordingly,  the  Company  has  recorded
receivables of $1,115 related to anticipated recoveries from third parties.

                                       11


<PAGE>

                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                   ($ in thousands, except per share amounts)
                                   (unaudited)

Allied-Signal Inc. (now Honeywell  International)  brought an action against the
Company  seeking a  contribution  from the Company  equal to 50% of  Honeywell's
estimated  $30,000  remediation cost in connection with a site in southern Ohio.
The  Company  believes  its  responsibility  with  respect  to this site is very
limited due to the nature of the foundry  sand waste it disposed of at the site.
The court has rendered its decision on this case,  however,  the exact amount of
the  verdict  has not yet been  determined  by the  court.  The  amount  will be
significantly  less than the amount  sought by the  plaintiff and is included in
the environmental reserve above.

Impact of Recently Issued Accounting Standards

In June,  2001, the Financial  Accounting  Standards Board issued  Statements of
Financial Accounting Standards No. 141, "Business  Combinations" (SFAS No. 141),
and No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142).

SFAS No. 141 discontinues the use of the pooling of interest method and requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after June 30,  2001.  The adoption of SFAS No. 141 should not have a
material effect on the Company's  consolidated results of operations,  financial
position, or cash flows.

Under the adoption of SFAS No. 142, goodwill and certain other intangible assets
will no longer be amortized but will be reviewed  annually for  impairment.  If,
based on these  reviews,  the related  assets were found to be  impaired,  their
carrying value would be adjusted through a charge to earnings. Intangible assets
that are not deemed to have an  indefinite  life will  continue to be  amortized
over their  expected  useful lives and be reviewed for  impairment in accordance
with SFAS No. 121.

The  Company  will  adopt  the new  accounting  rules  for  goodwill  and  other
intangible assets beginning in the first quarter of fiscal 2003.  Application of
the  non-amortization  provisions  of the  standard  is expected to result in an
increase in annual pretax earnings of  approximately  $1.4 million,  which would
increase earnings per share by $0.16.  During fiscal 2003, the Company will also
perform  the  first  of  the  required   impairment   reviews  of  goodwill  and
indefinite-lived  intangible assets as of September 1, 2002. The Company has not
fully determined the possible effect of these reviews on its financial  position
and results of operations,  but anticipates  impairment may exist for all of the
Company's  goodwill,  which was $47,341 at June 2, 2002.  Actual  impairment  of
goodwill  will be  calculated  at the  beginning  of fiscal  2003.  Any required
adjustments that are identified  through these  transitional  impairment reviews
will be recorded as a cumulative effect of a change in accounting principle.

                                       12


<PAGE>


                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Cautionary Statements Under the Private Securities Reform Act of 1995

Certain  statements in this report,  in the Company's press releases and in oral
statements  made by or with the approval of an authorized  executive  officer of
the  Company  constitute  "forward-looking  statements"  as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995.  These statements
may, for example,  express  projections,  forecasts,  or estimates about Company
performance and industry trends. The achievement of the projections,  forecasts,
or estimates is subject to certain risks and uncertainties. Due to circumstances
beyond the Company's  control,  actual results and events may differ  materially
from those projected,  forecasted, or estimated.  Factors which may cause actual
results to differ  materially  from those  contemplated  by the  forward-looking
statement include, among others: general economic conditions less favorable than
expected, fluctuating demand in the automotive and construction industries, less
favorable  than  expected  growth in sales and profit  margins in the  Company's
product  lines,  increased  competitive  pressures in the  Company's  Engineered
Components  and Flow Control  Products  segments,  effectiveness  of  production
improvement plans, cost of raw materials,  inherent  uncertainties in connection
with  international  operations  and foreign  currency  fluctuations,  and labor
relations at the Company and its customers. This list of factors is not meant to
be a complete  list of items that may affect  the  accuracy  of  forward-looking
statements,  and as such all forward-looking  statements should be analyzed with
the understanding of their inherent uncertainty.

The following  discussion and analysis  provides  information  which  management
believes is relevant to an understanding of the Company's  consolidated  results
of  operations  and  financial  condition.  This  discussion  should  be read in
conjunction with the accompanying  consolidated  condensed financial  statements
and notes and with the Company's audited  consolidated  financial statements and
footnotes for the year ended August 31, 2001,  included in the Company's  Annual
Report on Form 10-K.

Results of Operations

Consolidated  net sales of $151.4  million  in the  fiscal  2002  third  quarter
increased by $15.2  million,  or 11.2%,  from $136.2  million in the fiscal 2001
third  quarter.  The  following  table  shows the  components  of the  change in
consolidated net sales for the fiscal 2002 third quarter:


                                                           Third Quarter
                                                           -------------
Volume                                                          7.8%
Price and product mix                                          -1.7%
Foreign currency exchange rates/other                           0.7%
CTC sales (accounted for by the equity method
  in the fiscal 2001 third quarter)                             4.4%
                                                           -------------
      Total Sales                                              11.2%
                                                           =============
                                       13

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The volume increase was driven by the Company's  Engineered  Component  segment.
Aluminum  components and global wheels sales accounted for the increase  related
to volume over the prior  year-quarter.  This volume increase offset the decline
in the Flow Control Products volume due to competitive market pressures.

Price and product mix negatively affected sales in the fiscal 2002 third quarter
compared with the third quarter of fiscal 2001. Flow Control  Products  continue
to experience a decline in price due to competitive  market pressure and product
mix. For Engineered Components, there was a decrease in raw material costs which
was passed through by contract to the customer.

Consolidated  sales also increased because Casting  Technology  Company (CTC) is
now reported in the Company's  consolidated figures;  whereas in the fiscal 2001
third quarter,  CTC's  activity was accounted for by the equity  method.  If CTC
were consolidated in the prior year, sales would have increased by 4.8%.

By segment,  Engineered  Components  sales  increased  by 17.7% and Flow Control
sales  decreased by 4.9%  compared with the third quarter of fiscal 2001. If CTC
were  consolidated  in the third quarter of fiscal 2001,  Engineered  Components
sales would have increased by 8.5%.

For the first nine months of fiscal 2002,  consolidated  net sales  increased by
6.7% to $423.6 million  compared with $397.1 million in the first nine months of
fiscal 2001. The following  table  illustrates the components of the increase in
consolidated net sales:

                                                          Year-to-Date
                                                          ------------
Volume                                                        0.5%
Price and product mix                                         0.8%
Foreign currency exchange rates/other                         1.7%
CTC sales (accounted for by the equity method
  in the first nine months of fiscal 2001)                    3.7%
                                                          ------------
      Total Sales                                             6.7%
                                                          ============


For the first nine months of fiscal 2002, overall volume, price, and product mix
increased  over the same period a year ago.  This  increase  was  reflective  of
higher and more profitable sales in the Engineered Component segment. CTC is now
reported in the Company's consolidated figures; whereas in the first nine months
of fiscal 2001, CTC's activity was accounted for using the equity method.

                                       14

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

By segment,  Engineered  Components  sales  increased by 13.3% compared with the
first nine months of fiscal  2001.  If CTC were  consolidated  in the first nine
months of fiscal 2001, Engineered Components sales would have increased by 3.6%.
Flow Control  Products sales  decreased by 9.7%.  Flow Control  Products  volume
declined due to increased  market  competition  and weakness in  commercial  and
industrial construction markets. A decline in Flow Control Products sales due to
pricing,  primarily  due to lower copper prices and also to  competitive  market
pressures,  was offset by  improved  volume and  product  mix in the  Engineered
Components products.

Gross profit for the fiscal 2002 third  quarter  increased by 2.7 times to $16.3
million,  or 10.8% of sales,  compared with $6.1 million,  or 4.5% of sales, for
the same  period a year ago.  For the first nine  months of fiscal  2002,  gross
profit  increased by 17.1% to $37.9  million,  or 8.9% of sales,  compared  with
$32.3  million,  or 8.1% of sales,  for the first  nine  months of fiscal  2001.
Excluding  unusual  items  recorded in fiscal 2001,  gross profit for the fiscal
2002 third quarter increased by 50.7%, or $5.5 million, and gross profit for the
first nine months of fiscal 2002  increased by 2.2%, or $0.8  million,  compared
with the same  periods a year  ago.  The gross  profit  increase  is due to U.S.
automotive  sales of new  aluminum  components  and wheel  products and improved
manufacturing efficiency in the U.S. automotive operations, partly offset by new
product launch costs at the Richmond facility. Wheel manufacturing, operating at
near  capacity,  benefited  from higher sales volume with an improved  price and
product mix. The Amcast Production  System (APS), a streamlined,  more efficient
manufacturing approach,  increased gross profit by reducing manufacturing costs.
APS should  continue  to benefit  gross  profit as more of the Amcast  workforce
becomes certified.

Selling,  general and  administrative  (SG&A)  expenses for the third quarter of
fiscal 2002 were $13.4 million,  or 8.9% of sales,  compared with $24.4 million,
or 17.9% of sales,  in the third  quarter  of fiscal  2001.  For the first  nine
months of fiscal  2002,  SG&A  expenses  were $40.8  million,  or 9.6% of sales,
compared with $52.4 million,  or 13.2% of sales, for the same period a year ago.
The decrease in SG&A is primarily  due to expenses  recorded of $10.8 million in
the third  quarter  and $13.8  million  the first nine months of fiscal 2001 for
unusual  items.  These unusual items  consisted of legal and other  professional
fees for debt  refinancing  due to the Company's  default on  non-monetary  debt
covenants  and a  strategic  alternative  review,  various  asset  reserves  and
write-downs,  severance  expenses for senior management  changes,  and increased
workers compensation and other reserves for previously-closed facilities.

Excluding  unusual items,  fiscal 2001 third quarter SG&A was 10.0% of sales and
fiscal 2001 nine month SG&A was 9.7% of sales. Increased SG&A in the fiscal 2002
third quarter for ERP  implementation  costs, a lower pension benefit,  and $0.4
million by  consolidating  CTC, was partly offset by a continuing cost reduction
program.  During the fiscal  2002 third  quarter,  the  Company  revaluated  its
employee vacation practice and reduced its vacation liability by $1.6 million to
properly reflect the pay-as-you-go vacation policy. Also during the quarter, the
Company amended its postretirement  benefits and terminated  postretirement life
insurance for all retirees, except for those under contractual agreements.  This
amendment decreased the Company's postretirement obligation by $0.9 million. The
benefits of these SG&A  adjustments  were largely  offset by new product  launch
costs  at  the  Richmond  plant;  thus,  the  combined  effect  did  not  have a
significant impact on the Company's fiscal 2002 third quarter operating income.

                                       15

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Effective June 5, 2001, the Company purchased the remaining 40% interest in CTC,
its joint venture with Izumi  Industries,  bringing total ownership to 100%. The
purchase price was  approximately  $4.0 million of which $1.6 million is payable
in annual  installments  over the next four years. The Company paid $0.4 million
in the fiscal 2002 third  quarter.  The  acquisition  was  accounted  for by the
purchase method;  accordingly,  the cost of the acquisition was allocated on the
basis of the estimated fair market value of the assets  acquired and liabilities
assumed. No goodwill resulted from the transaction.  The pro forma effect of the
acquisition on the results of operations is not material.

Summarized  financial  information  of CTC as of June 3 , 2001 and for the three
and nine months ended June 3, 2001,  which was accounted for as an investment on
Amcast's books,  is shown in "Preparation of Financial  Statements" in the Notes
to Consolidated Condensed Financial Statements.

Interest  expense was $4.2 million and $13.2  million for the third  quarter and
first nine months of fiscal 2002,  compared with $4.6 million and $11.1 million,
respectively,  for the same periods of fiscal 2001.  The  quarterly  decrease in
interest expense is due to lower average interest rates and reduced debt levels.
The  increase  in  interest  expense for the first nine months of fiscal 2002 is
primarily due to higher debt levels, receivables financing, and including CTC's
interest expense in the Company's consolidated totals.

The Company's  effective tax rate is impacted by operations in various  domestic
and foreign tax jurisdictions.  For fiscal 2002 and 2001, the income tax benefit
due to pre-tax  losses was offset by  additional  tax  expense at the  Company's
Italian  operation.  Italian tax law requires the Company add back certain items
resulting in a tax profit even though the  operation  is in a loss  position for
book purposes.  The tax rate for the fiscal 2002 third quarter was 36.0% plus an
Italian tax expense of $0.6  million,  compared with a tax rate of 37.0% plus an
Italian tax expense of $1.2  million in the fiscal 2001 third  quarter.  The tax
rate for the first nine  months of fiscal  2002 was 36.0%  plus an  Italian  tax
expense of $2.2  million,  compared with a tax rate of 37.9% plus an Italian tax
expense  of $1.9  million  for the same  period a year  ago.  The tax rate  also
includes a valuation  allowance that  partially  reserves  against  deferred tax
assets related to tax loss carryforwards of the Company's Italian operations.

                                       16

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Flow  Control  Products  - Net  sales  for the  Flow  Control  Products  segment
decreased by 4.9% to $37.4 million for the fiscal 2002 third  quarter,  compared
with $39.3 million for the same period of fiscal 2001. For the first nine months
of fiscal 2002, sales decreased by 9.7% to $103.3 million,  compared with $114.4
million for the first nine months of fiscal 2001. Sales volume decreased by 2.8%
for the fiscal  2002  third  quarter,  and by 8.0% for the first nine  months of
fiscal 2002.  Price and mix together  declined by 4.1% for the fiscal 2002 third
quarter, and by 3.7% for the first nine months of fiscal 2002.

Operating  income in the fiscal 2002 third  quarter was $2.5  million,  compared
with a loss $3.3 million  (income of $2.0 million  excluding  unusual items) for
the same  period  of fiscal  2001.  For the first  nine  months of fiscal  2002,
operating  income was $5.1  million,  compared  with $4.1 million  ($9.6 million
excluding  unusual items) for the same period of fiscal 2001.  Excluding unusual
items in 2001,  the operating  income  decrease was primarily due to lower sales
volume, competitive market pricing, and the cost to implement an ERP system. The
reduced vacation liability to properly reflect the pay-as-you-go vacation policy
contributed $0.6 million to fiscal 2002 third quarter segment income.

Engineered  Components  -  Net  sales  for  the  Engineered  Components  segment
increased by 17.7% to $114.1 million for the fiscal 2002 third quarter, compared
with $96.9 million for the same period of fiscal 2001. For the first nine months
of fiscal 2002 sales increased by 13.3% to $320.2 million,  compared with $282.7
million for the first nine months of fiscal  2001.  Sales  volume  increased  by
12.0% for the third  quarter of fiscal 2002,  and 3.9% for the first nine months
of fiscal 2002.  Product mix  decreased  sales by 0.7% for the fiscal 2002 third
quarter and  increased  sales by 2.7% for the first nine months of fiscal  2002.
Consolidating  CTC in the second  quarter  and first nine  months of fiscal 2002
increased sales by 6.2% and 5.2% respectively.

Operating  income in the fiscal 2002 third  quarter was $1.3  million,  compared
with a loss of $8.5 million ($2.5 million loss excluding  unusual items) for the
same  period of fiscal  2001.  For the first  nine  months of fiscal  2002,  the
operating  loss was $3.0  million,  compared  with a loss of $11.2 million ($5.3
million  loss  excluding  unusual  items)  for the same  period of fiscal  2001.
Excluding  unusual items in 2001, the increase in operating income was primarily
due to the Company's  U.S.  operations due to improved  operating  efficiencies,
higher sales volume, and a favorable price and product mix. The reduced vacation
liability to properly reflect the pay-as-you-go vacation policy contributed $1.0
million to fiscal 2002 third quarter segment income.

Liquidity and Capital Resources

For the first nine months of fiscal 2002,  cash provided by operations was $21.5
million compared with cash used for operations of $9.7 million in the first nine
months of fiscal 2001. A $7.8 million  decrease in working capital  requirements
plus $25.7 million in non-cash benefits of depreciation and amortization, offset
the net loss of $12.0  million  for the first nine  months of fiscal  2002.  The
working  capital  decrease  continues  to reflect the  Company's  commitment  to
reducing  inventory  balances.

                                       17

<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Investing  activities,  primarily for capital  spending,  used net cash of $16.3
million for the first nine  months of fiscal  2002,  compared  with cash used of
$19.6  million for the first nine  months of fiscal  2001.  Capital  spending of
$16.3 million was lower than the $17.3  million spent in the prior year,  due to
the Company's  cash  management  strategy in fiscal 2002.  At June 2, 2002,  the
Company had $6.0 million of  commitments  for additional  capital  expenditures,
primarily for the Engineered Components segment.

Financing  activities  used $14.6  million  of cash in the first nine  months of
fiscal 2002,  compared  with cash  provided of $38.6  million for the first nine
months of fiscal 2001. The Company  increased debt by $1.0 million for financing
its  insurance  coverage,  CTC borrowed  $2.2  million,  and  Speedline  had net
borrowing  activity of $0.4 million.  Debt repayments were $18.3 million;  $11.5
million for the bank debt and senior  notes,  $1.1  million by  Speedline,  $5.4
million by CTC, and $0.3 million other. Total debt as a percent of total capital
was 64.2% at June 2, 2002 and 63.3% at August 31, 2001.

In July,  the Company  successfully  negotiated  a  restructuring  of its credit
facilities  with its bank  group and senior  note  holders  (the  "Restructuring
Agreements"). This restructuring included the LIFO credit agreement (the "Credit
Agreement").  As  restructured,  the bank credit  facilities have been continued
through  September 14, 2003, and a required $12.5 million  prepayment  under the
senior notes has been deferred until November,  2003, when the senior notes will
mature. The Company cannot borrow additional funds from its bank group or senior
note holders. These lenders have security interests in the assets of the Company
and the Company's U.S. subsidiaries.

The  Credit  Agreement  provides  for a maximum  of $20.0  million  based on the
Company meeting certain conditions. The interest rate is at prime plus 2%. As of
June 2, 2002, there were no borrowings  outstanding  under the Credit Agreement.
As of July 16,  2002  there  was $20.0  million  outstanding  under  the  Credit
Agreement, of which $16.0 million was deposited in a cash collateral account.

The  restructuring  established  new debt  covenants  for the fiscal 2002 fourth
quarter and for each quarter of fiscal 2003. As part of the  restructuring,  the
Company and its lenders will reset the debt  covenants to reflect the  Company's
2003 business plan when the plan is completed.

The  revolving  portion  of the CTC  credit  agreement  has a  maturity  date of
September  2002. It is anticipated  that it will be  restructured  in the fiscal
2002 fourth quarter to continue the debt facility through September 14, 2003.

As of June 2,  2002,  CTC had $2.9  million  available  under  its $6.5  million
revolving  credit  facility.  As of May 5, 2002,  Speedline  had lines of credit
totaling $10.6 million of which $7.3 was available.




                                       18
<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates

The Company  describes its significant  accounting  policies in the notes to the
consolidated  financial  statements  included in the Company's  Annual Report on
Form 10-K.  However,  in response to the SEC's  Release No.  FR-60,  "Cautionary
Advice Regarding  Disclosure About Critical  Accounting Policy," issued December
12, 2001,  the Company has identified the policies it believes are most critical
to an understanding of the Corporation's financial statements. Since application
of these  accounting  policies  involves the  exercise of  judgement  and use of
estimates, actual results could differ from those estimates.

Revenue  Recognition - Revenue is recognized at the time products are shipped to
unaffiliated customers,  legal title has passed, and all significant contractual
obligations of the Company have been satisfied.

Inventory  Valuation  -  Inventories  are  valued at the lower of cost or market
using the last-in, first out (LIFO) and the first-in,  first-out (FIFO) methods.
Raw material  inventories are primarily aluminum and copper,  both of which have
market prices subject to volatility.

Environmental Reserves - The Company recognizes an environmental  liability when
it is probable the liability exists and the amount can be reasonably  estimated.
The  Company  adjusts  the  environmental  reserve  when it is  determined  that
circumstances warrant the change. Actual remediation obligations may differ from
those estimated.

Pension Benefits and Costs - The Company has pension benefits and expenses which
are  developed  from  actuarial  valuations.   These  valuations  are  based  on
assumptions including, among other things, interest rate fluctuations,  discount
rates,  expected returns on plan assets,  retirement ages, and years of service.
Future changes affecting the assumptions will change the related pension benefit
or expense.

Deferred  Taxes - Deferred  income taxes are provided for temporary  differences
between  financial  and tax reporting in  accordance  with the liability  method
under the provisions of Statement of Financial  Accounting  Standards (SFAS) No.
109,  "Accounting  for Income  Taxes."  The  realization  of  deferred  taxes is
contingent upon the occurrence of future events.  Significant factors considered
by the Company in estimating  the  probability  of the  realization  of deferred
taxes include  expectations of future  earnings and taxable  income,  as well as
application of tax laws in the jurisdictions in which the Company operates.

The Company does not have off-balance sheet arrangements,  financings,  or other
relationships  with  unconsolidated  entities  or other  persons,  also known as
"special purpose entities" (SPEs).


                                       19
<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Inflation

Inflation did not have a material impact on the Company's  results of operations
or financial  condition for the third quarter or the first nine months of fiscal
2002.


Contingencies

See  "Commitments  and  Contingencies"  in Notes to the  Consolidated  Condensed
Financial Statements.

Impact of Recently Issued Accounting Standards

See  "Impact  of  Recently  Issued   Accounting   Standards"  in  Notes  to  the
Consolidated Condensed Financial Statements.


                                       20

<PAGE>


                          AMCAST INDUSTRIAL CORPORATION


Item 3 Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

The Company is exposed to market risk from changes in foreign currency  exchange
rates and interest  rates as part of its normal  operations.  There have been no
material  changes in the  Company's  exposure to these items since the Company's
disclosure in Item 7A, Part II of Form 10-K for the year ended August 31, 2001.

The  Company is also  exposed to market  risk from  price  changes in  commodity
metals  which are raw  materials  used in its  normal  operations.  When  market
conditions warrant,  forward fixed-price commodity metal supply contracts may be
entered into with certain suppliers. These purchase contracts cover normal metal
usage in the  ordinary  course of  business  over a  reasonable  period of time.
Lower-of-cost-or-market valuation adjustments on these contracts is reflected in
earnings in the period  incurred.  At June 2, 2002, the Company had $3.0 million
in forward  fixed-price  metal supply  contracts.  To  illustrate  the potential
impact of changes in metal market  pricing,  a hypothetical  10% change in metal
market pricing could change pretax income by approximately $0.3 million.

The  Company  is also  exposed  to market  risk from  price  changes in the Euro
currency  because the Company has bank debt  denominated  in Euros.  Because the
lending group has capped the Company's debt balance in U.S. dollars,  changes in
the  Euro/U.S.  dollar  exchange rate impact the amount of debt. At June 2, 2002
the Company had 54.1 million of  Euro-denominated  debt,  or $50.5  million.  To
illustrate the potential impact of changes in Euro/U.S. dollar exchange rates, a
hypothetical  10% change in currency  exchange rates could change the debt level
by approximately $5.1 million.

                                       21


<PAGE>

                         AMCAST INDUSTRIAL CORPORATION

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

 None

Item 6 - Exhibits and Reports on Form 8-K
------------------------------------------
a)  Exhibits

     4.14.1       Restructuring Agreement dated as of July 15, 2002 among Amcast
                  Industrial  Corporation,   the  Guarantors,   Line  of  Credit
                  Lenders, the Existing Credit Agreement Agent (KeyBank National
                  Association),   the  Existing  Credit   Agreement  Banks,  the
                  Noteholders,   and  the  Collateral  Agent  (KeyBank  National
                  Association  in its  capacity  as  Collateral  Agent under the
                  Restructuring Lender Collateral Documents).

     4.15.1       LIFO Restructuring  Agreement dated July 15, 2002 among Amcast
                  Industrial  Corporation,  the banking  institutions (the "LIFO
                  banks"),  and KeyBank  National  Association  as Agent for the
                  LIFO banks.

     4.17.1       Second  Amendment  dated as of June 1, 2001 to the $50,000,000
                  Note Agreements dated November 1, 1995 among Amcast Industrial
                  Corporation,   Principal  Life   Insurance   Company  and  The
                  Northwestern Mutual Life Insurance Company.

     4.17.2       Third  Amendment dated as of August 6, 2001 to the $50,000,000
                  Note Agreements dated November 1, 1995 among Amcast Industrial
                  Corporation,   Principal  Life   Insurance   Company  and  The
                  Northwestern Mutual Life Insurance Company.

     10.4         Form of Indemnification Agreement for Directors and Officers
                  of Amcast Industrial Corporation.

     10.12.1      Amendment to Consulting Agreement between Amcast Industrial
                  Corporation and Leo W. Ladehoff, effective April 8, 2002.

     10.13        Non-Qualified Stock Option Agreement entered into as of
                  February 16, 2001 by and between Amcast Industrial Corporation
                  and Byron Pond granting inducement options.

     10.14        Amended Agreement made as of August 17, 2001 by and between
                  Amcast Industrial Corporation and Byron O. Pond amending the
                  Non-Qualified Stock Option Agreement entered into as of
                  February 16, 2001.

     10.15        Amended Director Stock Option Agreement granting inducement
                  options to Byron O. Pond pursuant to the Non-Qualified Stock
                  Option Agreement entered into as of February 16, 2001.


                                       22
<PAGE>

                         AMCAST INDUSTRIAL CORPORATION

Item 6(a) Exhibits (continued)

     10.16        Executive Employment Agreement between Amcast Industrial
                  Corporation and Joseph R. Grewe, effective April 8, 2002.

     10.17        Change of Control Agreement dated April 1, 2002 between Amcast
                  Industrial Corporation and Joseph R. Grewe.

     10.18        Non-Qualified Stock Option Agreement and Grant of
                  Non-Qualified Stock Option entered into as of April 1, 2002
                  and effective April 8, 2002, by and between Amcast Industrial
                  Corporation and Joseph R. Grewe granting inducement options.

     10.19        Stock Option Agreement granting inducement options to Francis
                  J. Drew dated April 6, 2001.

     10.20        Stock Option Agreement granting inducement options to Samuel
                  T. Rees dated August 22, 2001.


b)  Reports on Form 8-K

A Current Report on Form 8-K with an event date of June 6, 2002 was filed by the
Company  on June 11,  2002 to report the  amendment  and  extension  of its LIFO
credit  agreement with its bank lending group.  The new working capital facility
allowed for the  availability of $20 million of additional loans until September
14, 2002.

                                       23

<PAGE>



                               S I G N A T U R E S


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  AMCAST INDUSTRIAL CORPORATION
                                  -----------------------------
                                  (Registrant Company)




Date:  July 17, 2002              By: /s/ Byron O. Pond
                                      --------------------------------
                                  Byron O. Pond
                                  Chairman and
                                  Chief Executive Officer
                                  (Principal Executive Officer)


Date:  July 17, 2002              By: /s/ Francis J. Drew
                                      --------------------------------
                                  Francis J. Drew
                                  Vice President, Finance and
                                  Chief Financial Officer
                                  (Principal Financial Officer)


Date:  July 17, 2002              By:  /s/ Mark D. Mishler
                                      --------------------------------
                                  Mark D. Mishler
                                  Corporate Controller
                                  (Principal Accounting Officer)


                                       24