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 3, 2001                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  3,  2001 -
8,576,740 shares.

<PAGE>


                         AMCAST INDUSTRIAL CORPORATION
                               REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 3, 2001

                                    I N D E X




PART I - FINANCIAL INFORMATION                                             PAGE
                                                                           -----

      Item 1  -  Financial Statements:

                 Consolidated Condensed Statements of Financial               3
                 Condition - June 3, 2001 and August 31, 2000

                 Consolidated Condensed Statements of Income -                4
                 for the Quarter and Nine Months Ended June 3, 2001
                 and May 28, 2000.

                 Consolidated Condensed Statements of Retained Earnings -     4
                 for the Quarter and Nine Months Ended June 3, 2001
                 and May 28, 2000.

                 Consolidated Condensed Statements of Cash Flows -            5
                 for the Nine Months Ended June 3, 2001
                 and May 28, 2000.

                 Notes to Consolidated Condensed Financial Statements      6-14

       Item 2 -  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                      15-22

       Item 3 - Quantitative and Qualitative Disclosures about Market Risk   23

PART II - OTHER INFORMATION

      Item 4 - Submission of Matters to a Vote of Security Holders           23

      Item 5 - Other Information                                             23

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

SIGNATURES                                                                   23




<PAGE>



PART I - FINANCIAL INFORMATION

                          AMCAST INDUSTRIAL CORPORATION
            CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                ($ in thousands)
                                   (unaudited)
                                                    June 3            August 31
                                                     2001                2000
                                                   --------           --------
ASSETS

Current Assets
    Cash and cash equivalents                      $ 11,598            $ 3,062
    Accounts receivable                              80,750             85,041
    Inventories                                      64,737             77,512
    Other current assets                             17,391             16,304
                                                   --------           --------
                 Total Current Assets               174,476            181,919

Property, Plant, and Equipment                      406,763            396,040
    Less accumulated depreciation                  (188,765)          (169,183)
                                                   --------           --------
                                                    217,998            226,857

Goodwill                                             48,694             49,707
Other Assets                                         22,678             21,903
                                                   --------           --------
                                                  $ 463,846          $ 480,386
                                                  =========          =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Short-term debt                                 $ 9,963            $ 1,584
    Current portion of long-term debt               175,394              3,044
    Accounts payable                                 58,189             84,285
    Accrued expenses                                 39,951             38,013
                                                   --------           --------
            Total Current Liabilities               283,497            126,926

Long-Term Debt - less current portion                 1,985            147,273
Deferred Income Taxes                                23,749             31,275
Deferred Liabilities                                 23,550             18,958

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                70,981             70,981
    Accumulated other comprehensive income (losses)    (136)            (1,900)
    Retained earnings                                58,627             87,287
    Cost of 650,860 and 821,996 common shares in
      treasury                                       (7,635)            (9,642)
                                                   --------           --------
                                                    131,065            155,954
                                                   --------           --------
                                                  $ 463,846          $ 480,386
                                                  =========          =========

See notes to consolidated financial statements

<PAGE>


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

<TABLE>
<CAPTION>

                                                          Three Months Ended                  Nine Months Ended
                                                        -----------------------            ------------------------
<S>                                                    <C>              <C>                <C>              <C>
                                                        June 3           May 28            June 3            May 28
                                                         2001             2000              2001              2000
                                                        -------          -------            -------          -------
Consolidated Condensed Statements of Income

Net sales                                             $ 136,158        $ 163,162          $ 397,068        $ 459,250
Cost of sales                                           130,074          141,775            364,728          400,921
                                                        -------          -------            -------          -------
                                     Gross Profit         6,084           21,387             32,340           58,329
Selling, general and administrative expenses             24,374           14,349             52,419           42,958
                                                        -------          -------            -------          -------
                          Operating Income (Loss)       (18,290)           7,038            (20,079)          15,371
Equity in (income) loss of joint venture
 and other (income) and expense                             972            1,521              2,582              884
Interest expense                                          4,601            3,287             11,121            9,657
                                                        -------          -------            -------          -------
            Income (Loss) before Income Taxes and
           Cumulative Effect of Accounting Change       (23,863)           2,230            (33,782)           4,830

Income taxes                                             (4,620)             745             (7,884)           1,766
                                                        -------          -------            -------          -------
           Income (Loss) before Cumulative Effect
                             of Accounting Change       (19,243)           1,485            (25,898)           3,064

Cumulative effect of accounting change, net of tax            -                -                  -              983

                                                        -------          -------            -------          -------
                                Net Income (Loss)     $ (19,243)         $ 1,485          $ (25,898)         $ 4,047
                                                      =========          =======          =========          =======

Consolidated Condensed Statements of Retained Earnings

Beginning retained earnings                            $ 78,258         $ 87,855           $ 87,287         $ 87,796
Net income (loss)                                       (19,243)           1,485            (25,898)           4,047
Dividends                                                     -           (1,177)            (2,355)          (3,675)
Other                                                      (388)               -               (407)              (5)
                                                        -------          -------            -------          -------
                         Ending Retained Earnings      $ 58,627         $ 88,163           $ 58,627         $ 88,163
                                                       ========         ========           ========         ========

Basic Earnings per Share
Income (loss) before cumulative effect of
  accounting adjustment                                 $ (2.25)          $ 0.17            $ (3.06)          $ 0.34
Cumulative effect of accounting adjustment                    -                -                  -             0.11
                                                        -------          -------            -------          -------
Net income (loss)                                       $ (2.25)          $ 0.17            $ (3.06)          $ 0.45
                                                        =======           ======            =======           ======

Diluted Earnings per Share
Income (loss) before cumulative effect of
  accounting adjustment                                 $ (2.25)          $ 0.17            $ (3.06)          $ 0.34
Cumulative effect of accounting adjustment                    -                -                  -             0.11
                                                        -------          -------            -------          -------
Net income (loss)                                       $ (2.25)          $ 0.17            $ (3.06)          $ 0.45
                                                        =======           ======            =======           ======

Dividends declared per share                            $     -           $ 0.14             $ 0.28           $ 0.42
                                                        =======           ======             ======           ======

Dividends paid per share                                $     -           $ 0.14             $ 0.28           $ 0.28
                                                        =======           ======             ======           ======
</TABLE>


See notes to consolidated financial statements.

<PAGE>



                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                  (unaudited)
                                                          Nine Months Ended
                                                     ---------------------------
                                                     June 3              May 28
                                                      2001                2000
                                                   --------             -------

Operating Activities
       Net income (loss)                          $ (25,898)            $ 4,047
       Depreciation and amortization                 24,833              24,772
       Cumulative effect of accounting change             -                (983)
       Deferred liabilities                          (2,335)             (2,220)

       Changes in assets and liabilities:
             Accounts receivable                      5,675              (3,757)
             Inventories                             11,864               1,222
             Other current assets                    (7,403)                (82)
             Accounts payable                       (24,889)             (8,796)
             Accrued liabilities                      2,475               2,302
             Other                                    6,024               1,387
                                                   --------             -------
       Net Cash (Used) Provided by Operations      (9,654)             17,892

Investing Activities
       Additions to property, plant, and equipment  (17,309)            (12,909)
       Advances to joint venture                     (2,616)                  -
       Other                                            343                 162
                                                   --------             -------
          Net Cash Used by Investing Activities     (19,582)            (12,747)

Financing Activities
       Additions to long-term debt                  108,570              59,466
       Reduction in long-term debt                  (75,437)            (84,847)
       Short-term borrowings                          6,431              16,950
       Proceeds from sale leaseback                       -               6,488
       Dividends                                     (2,355)             (3,675)
       Sale (Purchase) of treasury shares             1,500              (1,255)
       Other                                            (70)             (2,302)
                                                   --------             -------
Net Cash Provided (Used) by Financing Activities     38,639              (9,175)

Effect of exchange rate changes on cash                (867)               (562)
                                                   --------             -------
Net change in cash and cash equivalents               8,536              (4,592)

Cash and cash equivalents at beginning of period      3,062               6,928
                                                   --------             -------
      Cash and Cash Equivalents at End of Period   $ 11,598             $ 2,336
                                                   ========             =======


See notes to consolidated financial statements

<PAGE>


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



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.  The Company's  investment in Casting  Technology  Company  (CTC), a
joint venture,  is included in the accompanying  financial  statements using the
equity method of accounting. 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, 2000  included in the  Company's  Annual  Report on Form 10-K. In the
opinion of management,  all adjustments,  consisting of only normally  recurring
accruals, necessary for a fair presentation have been included.

Investment in Unconsolidated Affiliate

Summarized financial  information for the Company's investment in CTC, accounted
for by the equity method, is as follows:


                                June 3      August 31
                                 2001         2000
                               -------      ---------
Current assets                 $ 9,034      $ 11,651
Noncurrent assets               36,781        39,145
Current liabilities             35,710        28,626
Noncurrent liabilities               -        10,060

All debt was classified as current as of June 3, 2001.
See Long-Term Debt footnote.

                                Three Months Ended         Nine Months Ended
                               ---------------------      --------------------
                                June 3       May 28        June 3       May 28
                                 2001         2000          2001         2000
                               --------     --------     --------     ---------
Net sales                      $ 8,298      $ 13,501     $ 26,370     $ 39,146
Gross profit (loss)               (152)       (1,515)        (622)       1,431
Net loss                        (2,599)       (2,753)      (5,198)      (2,072)


Effective June 5, 2001, the Company purchased an additional 40% interest in CTC,
its joint venture with Izumi  Industries,  bringing total ownership to 100%. The
purchase  price was  approximately  $4,000 of which  $2,000 is payable in annual
installments  over the next five years.  The acquistion 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.

<PAGE>

Accounting Change

During 2000, the Company began capitalizing the cost of supplies and spare parts
inventories,  whereas  previously the cost of these  manufacturing  supplies was
expensed when purchased.  Management believed this change was preferable in that
it provided for a more appropriate matching of revenues and expenses.  The total
amount of inventory  capitalized and reported as a cumulative effect of a change
in accounting principle, retroactive to September 1, 1999, was $983 net of taxes
of $602.

Accounting Standards Adopted

Effective  September  1,  2000,  the  Company  adopted  Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities,"  as amended by SFAS Nos. 137 and 138, which  establishes a
comprehensive  standard for the  recognition  and measurement of derivatives and
hedging activities. The new standard requires that all derivatives be recognized
as assets or liabilities in the statement of financial  position and be measured
at fair value. Gains or losses resulting from changes in fair value are required
to be recognized in current  earnings  unless  specific  hedge criteria are met.
Special  accounting  allows  for gains or losses on  qualifying  derivatives  to
offset  gains or losses  on the  hedged  item in the  statement  of  income  and
requires formal  documentation of the effectiveness of transactions that receive
hedge  accounting.  The adoption of this standard did not have a material effect
on the Company's consolidated results of operations, financial position, or cash
flows.

Comprehensive Income

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

                                Three Months Ended         Nine Months Ended
                               --------------------     ----------------------
                               June 3       May 28       June 3         May 28
                                2001         2000         2001           2000
                            -----------    --------    ---------       --------
Net income (loss)           $ (19,243)     $ 1,485     $ (25,898)      $ 4,047
Foreign currency
 translation adjustments        3,868       (4,206)        1,758        (6,151)
                            ----------    ---------    ---------      ---------
                            $ (15,375)    $ (2,721)    $ (24,140)     $ (2,104)
                            ==========    =========    ==========     =========

<PAGE>



Inventories

The major components of inventories are:


                                       June 3            August 31
                                        2001               2000
                                      ---------         -----------
Finished products                     $ 37,237           $ 40,013
Work in process                         15,809             23,932
Raw materials and supplies              16,785             18,661
                                      ---------         -----------
                                        69,831             82,606
Less amount to reduce certain
      inventories to LIFO value          5,094              5,094
                                      ---------         -----------
                                      $ 64,737           $ 77,512
                                      =========         ===========

<PAGE>


Long-Term Debt

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

                                     June 3             August 31
                                      2001                 2000
                                   ----------          -----------
Senior notes                        $ 50,000            $ 50,000
Revolving credit notes               108,394              77,510
Lines of credit                       14,200              16,200
Other debt                             3,299               3,388
Capital leases                         1,486               3,219
                                   ----------          -----------
                                     177,379             150,317
Less current portion                 175,394               3,044
                                   ----------          -----------
                                     $ 1,985            $147,273
                                   ==========          ===========


The Company maintains a credit agreement (the Prior Agreement) that provides for
up to $150,000 in borrowings through August 2002. Debt covenants under the Prior
Agreement require the Company to maintain certain  debt-to-earnings and interest
coverage ratios. Due to operating losses incurred during the second quarter,  at
March 4, 2001, the Company was not in compliance with the  debt-to-earnings  and
interest coverage ratios under the Prior Agreement.  This resulted in a covenant
violation in the  Company's  Senior Note  Agreement  (the Senior  Notes) and the
Casting Technology Credit Agreement (the CTC Agreement) of which the Company had
guaranteed $14,094. The lenders under the Prior Agreement, the Senior Notes, and
the CTC Agreement have waived the financial  covenant  violations  through April
15,  2002.  The Company can no longer  borrow  additional  funds under the Prior
Agreement  and the  lenders  now have a  subordinated  security  interest in the
assets of the U.S.  subsidiaries and certain stock of the foreign  subsidiaries.
Interest rates for borrowings under the Prior Agreement  increased to prime plus
2% and the Senior Notes increased to 9.09%, plus an additional 1% for payment in
kind.  The Company is currently  establishing  new financial  covenants with its
lenders.  However,  as of the date of this filing, new financial  covenants have
not been finalized;  therefore the Company has classified the total  outstanding
debt due  under  the  Prior  Agreement  and the  Senior  Notes in the  amount of
$172,594 as a current liability in the balance sheet.

On June 5, 2001,  the Company  entered into a new credit  agreement  (the Credit
Agreement),  which provides for the ability to make new borrowings  initially up
to $15,000,  increasing  in stages to a maximum of $35,000  based on the Company
meeting  certain  conditions.  The Credit  Agreement  matures on April 15, 2002.
Among other things,  the Credit Agreement  requires the Company to grant a first
priority  security  interest in the Company's U.S.  assets  including,  all real
property, accounts receivable,  inventory, machinery and equipment, as well as a
subordinated  security  interest to lenders under the Prior Agreement and Senior
Notes.  Interest rates for borrowings  under the Credit Agreement are prime plus
4%.

<PAGE>


In  consideration  for the Credit  Agreement  and waiver of covenant  violations
under the Prior  Agreement and Senior  Notes,  the Company  granted  warrants to
purchase  455,220  shares of the Company's  common stock at a purchase  price of
$8.80 per share.  The warrants are  immediately  exercisable  and expire June 3,
2005. If the maturity date of the Prior Agreement is extended to September 2003,
warrants for the purchase of an additional 255,000 shares will be issued.

The Senior Notes originally  required periodic  principal  payments beginning in
November 2002 through  November  2005.  The maturity date of the Senior Notes is
now November  2003. If the maturity  date of the Prior  Agreement is extended to
September 2003, the principal  payment under the Senior Notes due November 2002,
will be extended to November 2003.

The  Company  had  retained an  investment-banking  firm to assist in  obtaining
alternative  long-term,   asset-based   financing;   however,  the  Company  has
terminated  that  agreement  and  decided  to  evaluate  all types of  financing
options.  Although  there  can  be  no  assurances  that  the  Company  will  be
successful,  based on the Company's future outlook, its existing assets, and the
Company's  ability to obtain  financing in the past,  management  believes  that
long-term  financing is  available  and it intends to have an agreement in place
prior to April 15, 2002 . If such  financing is not  available,  the Company may
need to reevaluate its operating plans.



<PAGE>



Earnings Per Share

The following table reflects the calculations for basic and diluted earnings per
share for the three- and nine-month periods ended June 3, 2001 and May 28, 2000,
respectively.

                                      Three Months Ended      Nine Months Ended
                                  -----------------------   --------------------
                                      June 3     May 28      June 3       May 28
                                       2001       2000        2001         2000
                                  -----------  --------    ----------   --------
Income (loss) before cumulative
effect of accounting change        $ (19,243)   $ 1,485    $ (25,898)    $ 3,064
                                   ==========   =======    ==========    =======

Net income (loss)                  $ (19,243)   $ 1,485    $ (25,898)    $ 4,047
                                   ==========   =======    ==========    =======

Basic Earnings per Share:
Basic shares                           8,536      8,863        8,451       8,922
                                   ==========   =======    ==========    =======

Income (loss) before cumulative
effect of accounting change          $ (2.25)    $ 0.17      $ (3.06)     $ 0.34
                                   ==========   =======    ==========    =======

Net income (loss)                    $ (2.25)    $ 0.17      $ (3.06)     $ 0.45
                                   ==========   =======    ==========    =======

Diluted Earnings per Share:
Basic shares                           8,536      8,863        8,451       8,922
Stock options                              1          0            4           5
                                   ----------   -------    ----------    -------
Diluted shares                         8,537      8,863        8,455       8,927
                                   ==========   =======    ==========    =======

Income (loss) before cumulative
effect of accounting change          $ (2.25)    $ 0.17      $ (3.06)     $ 0.34
                                   ==========   =======    ==========    =======

Net income (loss)                    $ (2.25)    $ 0.17      $ (3.06)     $ 0.45
                                   ==========   =======    ==========    =======


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


<PAGE>


Business Segments

Operating  segments are organized  internally  primarily by the type of products
produced  and  markets  served.  The Company has  aggregated  similar  operating
segments into 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. At June 3, 2001 there were no significant changes in
identifiable  assets of reportable segments from the amounts disclosed at August
31,  2000,  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 3     May 28        June 3     May 28
                                     2001       2000          2001       2000
                                  --------    --------     --------    --------
Flow Control Products             $ 34,128    $ 38,094     $ (3,257)   $ 6,396
Engineered Components              102,030     125,068       (8,540)     2,374
Corporate                                -           -       (6,493)    (1,732)
                                  --------    --------     --------    --------
                                   136,158     163,162      (18,290)     7,038
Equity in joint venture
and other (income) expense               -           -          972      1,521
Interest expense                         -           -        4,601      3,287
                                  --------    --------     --------    --------
Total net sales and income (loss)
before taxes                     $ 136,158   $ 163,162    $ (23,863)   $ 2,230
                                  ========    ========     =========   ========

                                       Net Sales         Operating Income (Loss)
                                    -----------------    -----------------------
                                      For the Nine             For the Nine
                                      Months Ended             Months Ended
                                  --------------------     --------------------
                                    June 3     May 28        June 3     May 28
                                     2001       2000          2001       2000
                                  --------    --------     --------    --------
Flow Control Products            $ 100,267   $ 109,578      $ 4,126   $ 17,176
Engineered Components              296,801     349,672      (11,292)     4,556
Corporate                                -           -      (12,913)    (6,361)
                                  --------    --------     --------    --------
                                   397,068     459,250      (20,079)    15,371
Equity in joint venture
and other (income) expense               -           -        2,582        884
Interest expense                         -           -       11,121      9,657
                                  --------    --------     --------    --------
Total net sales and income (loss)
before taxes                       397,068   $ 459,250      (33,782)   $ 4,830
                                  ========    ========     =========   ========


<PAGE>


Commitments and Contingencies

At June 3, 2001, the Company had capital  commitments of $12,703,  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 four  Company-owned  properties  where  state or
federally  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 involving third-party owned cleanup sites,
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.
In making  such  evaluation,  the Company  did not take into  consideration  any
possible cost reimbursement  claims against 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 3, 2001,  the
Company's accrued undiscounted reserve for such contingencies was $2,307.

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.



<PAGE>



Allied-Signal Inc. (now Honeywell) 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 the Company  estimates  its  liability
associated with the action to be between $500 and $1,500.  The Company  believes
its liability is at the low end of this range.




<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 may include
statements  projecting,   forecasting  or  estimating  Company  performance  and
industry trends.  The achievement of the projections,  forecasts or estimates is
subject to certain risks and uncertainties. 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,  the  ability of the  Company to  negotiate  an
extension of its waivers with its lenders,  fluctuating demand in the automotive
and housing industries,  less favorable than expected growth in sales and profit
margins  in the  Company's  product  lines,  price  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 availability and relations at the Company and its customers. 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 thereto.

Unusual Items

In October 2000, the Company  announced that it had hired financial  advisors to
assist  the  Company  in  exploring   strategic   alternatives   for  maximizing
shareholder  value. This campaign  included  evaluating the possible sale of the
business,  various business combinations,  and several break-up scenarios. After
careful  consideration,  in early March 2001,  the Company's  Board of Directors
reached a decision that, even in the currently  weakened market  environment,  a
stronger  pursuit of the Company's  fundamental  strategy  would,  over the long
term,  better  serve the  shareholders  and  concluded  the review of  strategic
alternatives.  At the same time,  the Company's  Board of Directors made several
senior  management  changes to provide the leadership needed to move the Company
forward.

In  the  second   quarter  of  fiscal  2001,  the  Company  had  unusually  high
expenditures  for legal  and other  professional  fees in  conjunction  with the
recently  concluded  strategic  alternative  review.  In  addition,  the Company
recorded  charges of $1.9  million  for certain  expenses  related to the recent
management  change,  to increase  the reserve for medical  benefits  and workers
compensation   related  to  previously  closed   facilities,   and  to  increase
environmental reserves.  These unusual items totaled $3.0 million ($1.9 million,
net of tax).

Due to operating  losses incurred  during the second quarter,  at March 4, 2001,
the Company was not in compliance  with certain  financial  covenants  under its
credit agreement (the Prior Agreement). This resulted in a covenant violation in
the  Company's  Senior  Note  Agreement  (the  Senior  Notes)  and  the  Casting
Technology  Credit  Agreement  (the CTC  Agreement)  of which  the  Company  had
guaranteed  $14.1 million.  As more fully discussed under "Liquidity and Capital
Resources",  the  Company has entered  into a new credit  agreement  (the Credit
Agreement),  and at the same time,  received waivers of the covenant  violations
under the Prior Agreement, Senior Notes, and the CTC Agreement through April 15,
2002. However, the Company incurred and will continue to incur significant costs
related to obtaining the Credit Agreement and the waivers.

<PAGE>

In the third  quarter of fiscal  2001,  management  of the  Company  initiated a
strategic review of the Company in light of its weak markets and relatively poor
operating  performance.  As a result,  management  decided to dispose of certain
under-utilized  machinery,  tooling and equipment,  to scrap certain slow moving
inventories,   and  to  increase  the   allowance   for  doubtful  and  disputed
receivables.  In addition to establishing  reserves for these items, the unusual
items also included recent expenses associated with the Company's new financing,
increases in workers  compensation  and certain  other  reserves for  previously
closed facilities,  and other accrual adjustments.  Additionally,  in compliance
with Statement of Financial  Accounting  Standards  (SFAS) No. 109., the Company
established  a  valuation   allowance   against   foreign  net  operating   loss
carryforwards.  These unusual items totaled $18.6 million ($12.8 million, net of
tax). The Company's share of its joint venture,  Casting Technology  Company's ,
unusual charges was $1.3 million ($0.8 million, net of tax).  Management expects
to conclude its strategic  review during the fourth  quarter of fiscal 2001. The
Company  estimates  that there will be additional  unusual items recorded in the
fourth  quarter  that are less than half of the charges  taken  during the third
quarter.


Results of Operations

Consolidated net sales decreased by 16.5% to $136.2 million in the third quarter
of fiscal 2001 compared with $163.2 million in the third quarter of fiscal 2000.
The following  table shows the  components of the decrease in  consolidated  net
sales:

     Volume                                         (14.2%)
     Price and product mix                           (0.6%)
     Foreign currency exchange rates                 (1.7%)
                                                  ------------
                                                    (16.5%)
                                                  ============


During the third quarter of fiscal 2001,  the  continuing  decline in automotive
production in North America and  competitive  market pricing in the Flow Control
Products segment negatively impacted the Company's financial results. Weak sales
are  attributed  primarily  to low vehicle  build in the  Company's  major North
American market and lower sales volume by the Company's European operation.  The
vehicle  build in North  America  was down 9% year  over year  during  the third
quarter while vehicle sales were down 5% during this same period. North American
vehicle sales have now been below the prior year for eight  consecutive  months.
Unfavorable  pricing and product mix  primarily  reflects  the  continuation  of
competitive  market pricing issues  encountered by the Flow Control business.  A
weaker  Italian  lira also  caused a decrease in sales.  By segment,  Engineered
Components  sales  decreased by 18.5%  compared with the third quarter of fiscal
2000, while Flow Control Products sales decreased by 10.5%.


<PAGE>



For the first nine months of fiscal 2001,  consolidated  net sales  decreased by
13.5% to $397.1 million compared with $459.3 million in the first nine months of
fiscal  2000.  The  following  table  shows the  components  of the  decrease in
consolidated net sales.

     Volume                                          (9.8%)
     Price and product mix                           (0.2%)
     Foreign currency exchange rates                 (3.5%)
                                                  ------------
                                                    (13.5%)
                                                  ============

Demand for the Company's copper plumbing fittings and North American  automotive
products  remained near  prior-year  levels in the first quarter of fiscal 2001.
However,  auto  manufacturer's new model launch delays in Europe and competitive
market pricing in the second quarter,  plus declining  automotive  production in
North America during the last six months of fiscal 2001, negatively impacted the
Company's  year-to-date  financial results.  In the second quarter,  the Company
faced a slowness in construction markets and began to face weak market demand in
the automotive  industry that  continued  into the third quarter.  As previously
mentioned,  North American  vehicle sales have now been below the prior year for
eight consecutive  months. The unfavorable  pricing  encountered in the last six
months by the Flow Control  Products segment negated the favorable impact from a
better product mix,  primarily at the Company's  European  operations.  A weaker
Italian  lira  also  caused  a  decrease  in  year-to-date  sales.  By  segment,
Engineered  Components  sales  decreased by 15.1%  compared  with the first nine
months of fiscal 2000, while Flow Control Products sales decreased by 8.5%.

Gross  profit for the third  quarter of fiscal 2001  decreased  by 71.6% to $6.1
million,  while  gross  profit for the first nine  months of fiscal 2001 fell by
44.6% to $32.3 million.  As a percentage of sales, gross profit was 4.5% for the
third  quarter and 8.1% for the first nine months of fiscal 2001.  The Company's
decision to scrap certain slow moving  inventories  resulted in unusual items of
$4.7 million for inventory write-offs that were recorded in the third quarter of
fiscal 2001 and reflected in gross  profit.  Excluding  the unusual  items,  the
gross profit  percentage  was 7.9% and 9.3% for the third quarter and first nine
months of fiscal  2001,  compared  with 13.1% and 12.7% for the same  periods of
2000.  In the Flow Control  Products  segment,  pricing  issues were the primary
reason for the decrease in gross profit while  significantly  lower sales volume
and a weaker  Italian lira led to the decrease in gross profit in the Engineered
Components  segment.  Gross profit of  businesses in both segments also suffered
from higher energy costs.

Selling,  general and  administrative  (SG&A) expense  increased,  both in total
dollars  and as a  percentage  of sales,  in the third  quarter of fiscal  2001.
Unusual items  recorded in fiscal 2001 in SG&A expense  totaled $10.8 million in
the third quarter and $13.8 million year-to-date. As a percentage of sales, SG&A
expense was 17.9% for the third  quarter and 13.2 % for the first nine months of
fiscal 2001.  Excluding the unusual  items,  SG&A expense was 10.0% and 9.7% for
the third  quarter and first nine months of fiscal 2001,  compared with 8.8% and
9.4% for the same periods of 2000.


<PAGE>



The Company's pretax share of losses from Casting  Technology Company (CTC), the
Company's  joint  venture with Izumi  Industries,  was $1.6 million in the third
quarter  of  fiscal  2001,  compared  with a loss of $1.7  million  in the third
quarter of fiscal 2000.  The Company's  pretax share of losses from CTC was $3.1
million in the first nine months of fiscal 2001,  compared with $1.2 million for
the same period of fiscal 2000. As previously  mentioned,  CTC recorded  unusual
items in the third quarter, primarily to increase the allowance for doubtful and
disputed  recievables  and to write down  inventory  and tooling.  The Company's
share of CTC's unusual  items in the third  quarter was $1.3 million;  excluding
these unusual items,  the Company's share of CTC losses was $0.3 million.  CTC's
results  had  been  severely  impacted  by a  customer's  extraordinarily  high,
temporary  demand in the  second  half of fiscal  2000.  CTC was  pushed  beyond
capacity  and  incurred  higher  costs  associated  with  operating in excess of
capacity to meet the  customer's  demand.  After the demand and capacity  issues
subsided,  there were some  carryover  effects  in the form of higher  costs and
manufacturing  inefficiencies in the first quarter of fiscal 2001. In the second
quarter of fiscal 2001, manufacturing inefficiencies produced operating losses.

Effective June 5, 2001, the Company  purchased an additional 40% interest in CTC
bringing  total  ownership to 100%. The purchase  price was  approximately  $4.0
million of which $2.0  million is payable in annual  installments  over the next
five  years.   The  acquisition  was  accounted  for  by  the  purchase  method;
accordingly,  the  cost of the  acquistion  was  allocated  on the  basis of the
estimated fair market value of the assets acquired and liabilities  assumed.  No
goodwill resulted from the transaction.

Interest  expense was $4.6 million and $11.1  million for the third  quarter and
first nine months of fiscal  2001,  compared  with $3.3 million and $9.7 million
for the same periods of fiscal 2000. As further discussed,  under "Liquidity and
Capital  Resources"  interest  rates  on  the  Company's  borrowings  under  the
Agreement and senior notes  increased in the third  quarter of fiscal 2001.  The
Company will  continue  with a  substantial  interest  burden  until  lower-cost
financing can be put in place.

The  effective tax rate was 19.4% and 23.3% for the third quarter and first nine
months of fiscal 2001, respectively,  compared with 33.4% and 36.6% for the same
periods of fiscal  2000.  The tax rate  recorded for fiscal 2001  represents  an
income tax benefit,  whereas the tax rate recorded for fiscal 2000 represents an
income tax expense.  The decrease in the  effective tax rate for fiscal 2001 was
caused primarily by the requirement to establish a valuation  allowance  against
foreign net operating  losses  pursuant to SFAS No. 109. This resulted in a $3.0
million  increase in income tax expense during the third  quarter.  In addition,
the  Company's  income tax  provision  includes a  year-to-date  expense of $1.6
million for the Italian IRAP tax. The Italian IRAP tax has an adverse  impact on
the Company's effective tax rate as it is calculated on a tax base that does not
permit a deduction for certain  expenses such as salaries and wages.  The result
is a positive  tax base for  purposes of  computing  the  Italian  IRAP tax even
though the Company is in a loss position.


<PAGE>



During 2000, the Company began capitalizing the cost of supplies and spare parts
inventories,  whereas  previously the cost of these  manufacturing  supplies was
expensed when purchased.  Management believed this change was preferable in that
it provided for a more appropriate matching of revenues and expenses.  The total
amount of inventory  capitalized and reported as a cumulative effect of a change
in accounting principle,  retroactive to September 1, 1999, was $1.0 million net
of taxes of $0.6 million.

Flow Control Products Net sales for the Flow Control Products segment were $34.1
million for the third quarter of fiscal 2001 compared with $38.1 million for the
same period of fiscal 2000. Flow Control  products,  primarily  copper and brass
plumbing items which mainly service plumbing wholesalers and mass merchandisers,
continued to  experience  strong  competitive  market  pricing.  Combined with a
unfavorable product mix, these two factors reduced sales by 12.6%. This decrease
was partly  offset by a 2.1%  increase  in sales from  higher  volume.  The Flow
Control Products  segment  recorded $5.2 million of unusual items,  primarily to
scrap certain slow moving  inventories,  that produced a $3.3 million  operating
loss in the third  quarter of fiscal 2001.  Excluding  the unusual  items,  Flow
Control Products had operating income of $1.9 million compared with $6.4 million
for the same period of fiscal 2000. The impact of the competitive market pricing
issues previously discussed and an unfavorable product mix significantly reduced
operating profit.

Engineered  Components  Net sales for the  Engineered  Components  segment  were
$102.0 million for the third quarter of fiscal 2001 compared with $125.1 million
for the same period of fiscal  2000.  Sales  decreased by 19.1% due to a drop in
volume,  particularly  at the  Company's  North  American  operations  where the
Company is coping  with a major  downturn  in U.S.  automotive  production.  The
positive  impact of a favorable  product mix was offset by a weaker Italian lira
in the third  quarter of fiscal  2001  compared  with the same  period in fiscal
2000. The Engineered  Components segment recorded $6.1 million of unusual items,
primarily to dispose of certain under-utilized machinery, tooling, and equipment
and to increase  the  allowance  for doubtful  and  disputed  receivables.  This
resulted in an $8.6 million  operating loss in the third quarter of fiscal 2001.
Excluding the unusual items, Engineered Components segment had an operating loss
of $2.5  million  compared  with  operating  income of $2.4 million for the same
period of fiscal 2000. The decline in operating  income is  attributable  to the
weak demand and manufacturing inefficiencies.

Liquidity and Capital Resources

For the first nine  months of fiscal  2001,  cash used for  operations  was $9.7
million  compared with $17.9 million provided in the first nine months of fiscal
2000. The non-cash  benefit of  depreciation,  amortization,  and other non-cash
charges was more than  offset by the net loss in fiscal 2001 and a $6.3  million
increase in working capital requirements.  The focus of the Company continues to
be  working  capital  management  to  generate  cash  from  collecting  accounts
receivables and reducing inventories. While these efforts provided $17.5 million
of cash, a significant  amount of cash was used to reduce accounts  payable from
the high level  outstanding  at August 31,  2000.  A $2.3  million  decrease  in
deferred liabilities primarily represents non-cash reductions in deferred taxes.


<PAGE>



Investing  activities  used cash of $19.6  million in the first  nine  months of
fiscal 2001  compared with $12.7 million used in the first nine months of fiscal
2000.  Capital spending of $17.3 million was higher than the $12.9 million spent
in the prior year,  primarily reflecting spending to produce future new products
that have been  awarded.  At June 3,  2001,  the  Company  had $12.7  million of
commitments for additional  capital  expenditures,  primarily for the Engineered
Components  segment.  During the second quarter of fiscal 2001, the Company also
advanced $2.6 million to CTC.

Financing  activities provided $38.6 million in cash in the first nine months of
fiscal 2001,  compared with $9.2 million used in the first nine months of fiscal
2000. Additional financing included a net increase of $33.2 million of long-term
borrowings  under the Company's Prior Agreement and $6.4 million  borrowed under
lines of credit.  Financing  activities also included $1.5 million received from
the sale of treasury  shares and $2.4 million used for the payment of dividends.
Due to financial  losses,  it is unlikely that the Company will be in a position
to declare any future cash  dividends for at least the remainder of fiscal 2001.
Total debt was 58.8 % of total  capital at June 3, 2001,  compared with 49.3% at
August 31, 2000.

Speedline has short-term  lines of credit of  approximately  $17.6  million,  of
which $11.9  million was  available at April 30, 2001.  The Company  maintains a
Prior Agreement that provides for up to $150 in borrowings  through August 2002.
Debt covenants under the Prior Agreement require the Company to maintain certain
debt-to-earnings  and interest coverage ratios. Due to operating losses incurred
during the second  quarter,  at March 4, 2001, the Company was not in compliance
with  the   debt-to-earnings  and  interest  coverage  ratios  under  the  Prior
Agreement.  This resulted in a covenant  violation in the Company's Senior Notes
and the CTC Agreement of which the Company had  guaranteed  $14.1  million.  The
lenders under the Prior Agreement,  the Senior Notes, and the CTC Agreement have
waived the financial covenant violations through April 15, 2002. The Company can
no longer borrow  additional funds under the Prior Agreement and the lenders now
have a subordinated security interest in the assets of the U.S. subsidiaries and
certain stock of the foreign  subsidiaries.  Interest rates for borrowings under
the Prior Agreement increased to prime plus 2% and the Senior Notes increased to
9.09%,  plus an  additional  1% for payment in kind.  The  Company is  currently
establishing new financial  covenants with its lenders.  However, as of the date
of this filing, new financial  covenants have not been finalized;  therefore the
Company has  classified the total  outstanding  debt due under the Agreement and
the Senior Notes in the amount of $172.6  million as a current  liability in the
balance sheet.

On June 5, 2001, the Company entered into the Credit  Agreement,  which provides
for the ability to make new borrowings  initially up to $15 million,  increasing
in stages to a maximum  of $35  million  based on the  Company  meeting  certain
conditions.  The Credit Agreement matures on April 15, 2002. Among other things,
the Credit  Agreement  requires the Company to grant a first  priority  security
interest in the Company's U.S.  assets  including,  all real property,  accounts
receivable,  inventory,  machinery  and  equipment,  as well  as a  subordinated
security  interest  to  lenders  under the Prior  Agreement  and  Senior  Notes.
Interest rates for borrowings under the Credit Agreement are prime plus 4%.

<PAGE>

In  consideration  for the Credit  Agreement  and waiver of covenant  violations
under the Prior  Agreement and Senior  Notes,  the Company  granted  warrants to
purchase  455,220  shares of the Company's  common stock at a purchase  price of
$8.80 per share.  The warrants are  immediately  exercisable  and expire June 3,
2005. If the maturity date of the Prior Agreement is extended to September 2003,
warrants for the purchase of an additional  255,000  shares will be issued.  The
Company estimates that the associated fees and expenses related to obtaining the
Credit Agreement,  including the warrants, will be between $5.0 million and $6.0
million  and will be  expensed  primarily  in the third and fourth  quarters  of
fiscal 2001.

The Senior Notes originally  required periodic  principal  payments beginning in
November 2002 through  November  2005.  The maturity date of the Senior Notes is
now November  2003. If the maturity  date of the Prior  Agreement is extended to
September 2003, the principal  payment under the Senior Notes due November 2002,
will be extended to November 2003.

The  Company  had  retained an  investment-banking  firm to assist in  obtaining
alternative  long-term,   asset-based   financing;   however,  the  Company  has
terminated that agreement and decided to evaluate all types of financing options
available.  Although  there  can be no  assurances  that  the  Company  will  be
successful,  based on the Company's future outlook, its existing assets, and the
Company's  ability to obtain  financing in the past,  management  believes  that
long-term  financing is  available  and it intends to have an agreement in place
prior to April 15, 2002 . If such  financing is not  available,  the Company may
need to reevaluate its operating plans.

The Company believes that with effective working capital  management,  the funds
expected to be generated  from  operations,  and the new Credit  Agreement,  the
Company will meet its  short-term  operating  needs.  However,  the Company must
obtain alternative long-term financing to meet its debt repayment  requirements,
to adequately fund its long-term  capital needs, and to pursue attractive growth
prospects.


<PAGE>



Contingencies

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
that  arise  under  the  environmental  laws and  which  have  not been  finally
adjudicated. To the extent possible, with the information available, the Company
regularly   evaluates   its   responsibility   with  respect  to   environmental
proceedings.  The factors considered in this evaluation are more fully described
in  the  Commitments  and  Contingencies  note  to  the  consolidated  condensed
financial  statements.  At June 3,  2001,  the  Company's  accrued  undiscounted
reserve for environmental liabilities was $2.3 million.

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 recorded receivables
of $1.1  million  related to  anticipated  recoveries  from third  parties.  The
Company is of the opinion that, in light of its existing reserves, its liability
in connection with environmental  proceedings should not have a material adverse
effect on its  financial  condition  or results  of  operation.  The  Company is
presently unaware of the existence of any potential material environmental costs
that are  likely  to  occur in  connection  with the  disposition  of any of its
property.


Impact of Recently Issued Accounting Standards

Effective  September  1,  2000,  the  Company  adopted  Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities,"  as amended by SFAS Nos. 137 and 138, which  establishes a
comprehensive  standard for the  recognition  and measurement of derivatives and
hedging activities. The new standard requires that all derivatives be recognized
as assets or liabilities in the statement of financial  position and be measured
at fair value. Gains or losses resulting from changes in fair value are required
to be recognized in current  earnings  unless  specific  hedge criteria are met.
Special  accounting  allows  for gains or losses on  qualifying  derivatives  to
offset  gains or losses  on the  hedged  item in the  statement  of  income  and
requires formal  documentation of the effectiveness of transactions that receive
hedge  accounting.  The adoption of this standard did not have a material effect
on the Company's consolidated results of operations, financial position, or cash
flows.



<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, 2000.

PART II - OTHER INFORMATION

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

     None

Item 5 - Other Information

    None

Item 6 - Exhibits and Reports on Form 8-K

a)       Exhibits

10.1     Stock Purchase Agreement between Amcast Industrial Corporation and
         Izumi Industries, LTD dated May 31, 2001.

b)  Reports on Form 8-K:

    None
                               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: April 18, 2001                    By: /s/ Byron O. Pond Jr.
      --------------                        ---------------------------------
                                        Byron O. Pond Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

Date: April 18, 2001                    By: /s/ Francis J. Drew
      --------------                    -----------------------------------
                                        Francis J. Drew
                                        Vice President, Finance and Chief
                                           Financial Officer
                                        (Principal Financial Officer)

Date: April 18, 2001                    By: /s/ Mark D. Mishler
      --------------                        -----------------------------------
                                        Mark D. Mishler
                                        Corporate Controller
                                        (Principal Accounting Officer)