Exhibit 10.12.1

                       AMENDMENT TO CONSULTING AGREEMENT

         THIS AMENDMENT TO CONSULTING  AGREEMENT  ("Amendment")  is entered into
effective April 8, by and between Amcast Industrial  Corporation,  a corporation
duly organized and existing under the laws of the State of Ohio, with a place of
business at 7887  Washington  Village  Drive,  Dayton,  Ohio 45459,  hereinafter
referred to as "Amcast", and Leo W. Ladehoff, residing at 27267 North 103rd Way,
Scottsdale, Arizona 85255, hereinafter referred to as "Consultant."

                                    RECITALS

A. On February 15, 2001, Amcast elected Consultant its Chairman of the Board and
retained Consultant to provide executive consulting services to Amcast and Byron
O. Pond,  its newly elected  President,  Chief  Executive  Officer and director,
following the  resignation  of John H. Shuey.  Consultant was retained for three
(3)  years at  $200,000  per  year  payable  monthly  pursuant  to a  Consulting
Agreement (the "Agreement").

B.  Effective  April 8, 2002,  Amcast  elected Joseph R. Grewe as its President,
Chief Operating  Officer and a director as part of Amcast's  orderly  succession
planning.  At the same time,  Amcast elevated Byron O. Pond, its Chief Executive
Officer, to the position of Chairman of the Board.

C.  Amcast  desires to  continue  to utilize the  experience  and  expertise  of
Consultant  during this transition  period.  The purpose of this amendment is to
accomplish  those  desires  by  extending  the  term and  reducing  Consultant's
compensation commensurate with the reduction of duties imposed on Consultant.

                                    AMENDMENT

         For  and  in   consideration  of  the  recitals  and  covenants  herein
contained, the parties amend the Agreement, as follows:

         1. Amcast initially retained Consultant effective February 15, 2001 for
three (3) years and has fully  performed his  obligations  through April 8, 2002
pursuant to the Agreement.  Amcast now extends Consultant's  retention to August
31,  2004,  unrelated  to his status as a member of Amcast's  Board of Directors
("Board").  Consultant hereby accepts and agrees to such extended  retention and
appointment.  Without limiting  Consultant's duties and authority established by
the Agreement for the period prior to April 8, 2002,  Consultant shall generally
have the  authority,  responsibilities,  and perform  such duties after April 8,
2002  as are  delegated  to him by the  Board  or by  Amcast's  Chief  Executive
Officer,  consistent with the terms of Amcast's Articles of  Incorporation,  its
Bylaws and Code of Regulations and applicable law as such duties are accepted by
Consultant.  Amcast acknowledges that the benefits it now expects to obtain from
Consultant's consulting services are not related to any specific time commitment
on the part of Executive but are related to his  availability  to provide advice
in connection with  transition,  special  projects,  questions,  and events that
arise from time to time. Consultant remains an independent  contractor,  and not
an employee of Amcast.



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2  Consultant  agrees  that  he  shall  continue  to at  all  times  faithfully,
industriously,  and to the best of his ability, experience, and talents, perform
all of the duties that may be  required of and from him, to the extent  accepted
by him, to the reasonable satisfaction of Amcast. Consultant agrees that he will
not create a conflict of interest during the Term of this  Agreement,  which may
prove detrimental to the interests of Amcast,  and agrees to promptly notify the
Board in writing of any potential or actual conflict.

         3. Consultant  shall continue to be paid an annualized  retainer of Two
Hundred Thousand and no/100 Dollars  ($200,000.00) per year through February 28,
2003. After February 28, 2003, Consultant's annualized retainer shall be reduced
to One Hundred Thousand and no/100 Dollars ($100,000.00) per year through August
31, 2004.  Consultant's  annualized  retainer  shall be payable in equal monthly
installments.

         4. Consultant  shall no longer receive a car allowance  effective April
8,  2002;  but,  subject to the  eligibility  requirements  and other  terms and
conditions  of Amcast's  group  health  plan,  Consultant  and his spouse  shall
continue to be allowed to  participate  at Amcast's  expense in such medical and
dental insurance  coverage so long as Consultant  remains a member of the Board.
Should Consultant be deemed not to be eligible for such coverage but entitled to
COBRA coverage, Amcast shall pay the premiums for such coverage while Consultant
remains a member of the Board.

         5. Amcast may terminate  this Agreement and  Consultant's  retention by
providing  Consultant  with two (2) weeks written  notice.  In the event of such
termination,  Consultant shall  immediately be paid all of the compensation that
would  accrue and be paid under  Paragraph 3 above had this  Agreement  not been
terminated.

6.  The  following  paragraphs  of  the  Agreement  remain  unaffected  by  this
Amendment:  4.03;  4.04;  4.05;  4.06; 4.07; 5.07; 6.01; 6.02; 6.03, 6.04; 6.05;
7.01;  7.02;  7.03;  7.04; 7.05 and 7.06. All other  paragraphs of the Agreement
shall be deemed superceded, modified or deleted by this Amendment.

         IN WITNESS  WHEREOF  the  following  parties  have  executed  the above
instrument the day and year first above written.





/s/ Leo W. Ladehoff
----------------------
    Leo W. Ladehoff



AMCAST INDUSTRIAL CORPORATION

By:  /s/ Byron O. Pond
   ----------------------
         Byron O. Bond
         Chairman of the Board and
         Chief Executive Officer



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