UNITED STATES 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 quarterly period ended February 29, 2004

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

               For the transition period from ________ to ________

                         Commission File Number: 1-9967

-------------------------------------------------------------------------------


                          AMCAST INDUSTRIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     Ohio                               31-0258080
        -------------------------------     -----------------------------------
        (State of other jurisdiction of     (I.R.S. Employer Identification No.)
        incorporation or organization)


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


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


-------------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.   Yes  X   No
                                        ----      ----

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes      No    X
                                                   ----     ----

As of February 29, 2004, the number of Common Shares, no par value, outstanding
was 9,295,859 shares.


-------------------------------------------------------------------------------



<PAGE>

                          AMCAST INDUSTRIAL CORPORATION
                               REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED FEBRUARY 29, 2004

                                TABLE OF CONTENTS




PART I - FINANCIAL INFORMATION                                              PAGE

     Item 1  -  Financial Statements:

           Consolidated Condensed Statements of Financial Condition -          3
           February 29, 2004 and August 31, 2003

           Consolidated Condensed Statements of Operations -                   4
           for the Quarter and Six Months Ended February 29, 2004
           and March 2, 2003

           Consolidated Condensed Statements of Retained Earnings -            4
           for the Quarter and Six Months Ended February 29, 2004
           and March 2, 2003

           Consolidated Condensed Statements of Cash Flows -                   5
           for the Six Months Ended February 29, 2004
           and March 2, 2003

           Notes to Consolidated Condensed Financial Statements             6-15

     Item 2  -  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                        16-25

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk      26

     Item 4 - Controls and Procedures                                         26

PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings                                               27

     Item 4 - Submission of Matters to a Vote of Security Holders             28

     Item 6 - Exhibits and Reports on Form 8-K                                28

SIGNATURES                                                                    29

                                       2
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
            CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                ($ in thousands)
                                   (Unaudited)

                                                        February 29    August 31
                                                            2004          2003
                                                        -----------  -----------
ASSETS

Current Assets
     Cash and cash equivalents                             $ 7,039      $ 5,697
     Accounts receivable                                    39,364       39,979
     Inventories                                            19,163       19,004
     Other current assets                                    4,069        5,338
                                                        -----------  -----------
Total Current Assets                                        69,635       70,018

Property, Plant, and Equipment                             358,990      356,408
     Less accumulated depreciation                        (228,322)    (217,011)
                                                        -----------  -----------
Net Property, Plant, and Equipment                         130,668      139,397

Restricted Cash                                              6,000        7,078
Deferred Taxes                                               4,204        4,204
Other Assets                                                 8,484        9,627

                                                        -----------  -----------
Total Assets                                              $218,991    $ 230,324
                                                        ===========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Current portion of long-term debt                     $ 5,900      $ 2,456
     Accounts payable                                       27,820       31,419
     Accrued expenses                                       19,967       21,011
                                                        -----------  -----------
Total Current Liabilities                                   53,687       54,886

Long-Term Debt (less current portion)                      166,690      175,184
Deferred Liabilities                                        40,619       42,189

Shareholders' Equity (Deficit)
     Preferred shares, without par value
        Authorized - 1,000,000 shares; Issued - None             -            -
     Common shares, at stated value
        Authorized - 15,000,000 shares
        Issued - 9,678,350 and 9,623,634 shares,
          respectively                                       9,678        9,624
     Capital in excess of stated value                      72,882       72,822
     Accumulated other comprehensive losses                (34,171)     (34,189)
     (Accumulated deficit) retained earnings               (85,907)     (85,705)
     Cost of 382,491 common shares in treasury              (4,487)      (4,487)
                                                        -----------  -----------
Total Shareholders' Equity (Deficit)                       (42,005)     (41,935)

                                                        -----------  -----------
Total Liabilities and Shareholders' Equity (Deficit)      $218,991    $ 230,324
                                                        ===========  ===========

See notes to consolidated condensed financial statements.

                                       3
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                    ($ in thousands except per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                        Three Months Ended          Six Months Ended
                                                                     ------------------------   ------------------------
<S>                                                                  <C>          <C>           <C>          <C>
                                                                     February 29    March 2     February 29    March 2
                                                                         2004        2003           2004        2003
                                                                     -----------  -----------   -----------  -----------
Consolidated Condensed Statements of Operations

Net Sales                                                              $ 94,444     $ 99,145     $ 207,380    $ 211,367
Cost of sales                                                            83,503       88,143       183,251      189,236
                                                                     -----------  -----------   -----------  -----------
Gross Profit                                                             10,941       11,002        24,129       22,131
Selling, general and, administrative expenses                             8,575        9,194        16,802       19,363
                                                                     -----------  -----------   -----------  -----------
Operating Income (Loss)                                                   2,366        1,808         7,327        2,768
Other (income) expense                                                      (15)           9           (18)         (23)
Interest expense                                                          3,694        3,888         7,551        7,859
                                                                     -----------  -----------   -----------  -----------
Income (Loss) before Income Taxes, Discontinued Operations,
  and Cumulative Effect of Accounting Change                             (1,313)      (2,089)         (206)      (5,068)
Income tax expense (benefit)                                                (65)        (752)           (4)      (1,891)
                                                                     -----------  -----------   -----------  -----------
Income (Loss) from Continuing Operations                                 (1,248)      (1,337)         (202)      (3,177)
Loss from operations of discontinued operations, net of tax                   -       (4,766)            -      (10,118)
Loss from sale of discontinued operations, net of tax of $7,589                      (49,822)            -      (49,822)
                                                                     -----------  -----------   -----------  -----------
Income (Loss) before Cumulative Effect of Accounting Change              (1,248)     (55,925)         (202)     (63,117)
Cumulative effect of accounting change, net of tax of $464                    -            -             -      (46,536)
                                                                     -----------  -----------   -----------  -----------
Net Income (Loss)                                                      $ (1,248)   $ (55,925)       $ (202)  $ (109,653)
                                                                     ===========  ===========   ===========  ===========

Consolidated Condensed Statements of Retained Earnings (Deficit)

Beginning Retained Earnings (Deficit)                                 $ (84,659)   $ (28,855)    $ (85,705)    $ 25,530
  Net (loss) income                                                      (1,248)     (55,925)         (202)    (109,653)
  Common and treasury shares issued                                           -         (743)            -       (1,400)
                                                                     -----------  -----------   -----------  -----------
Ending Retained Earnings (Deficit)                                    $ (85,907)   $ (85,523)    $ (85,907)   $ (85,523)
                                                                     ===========  ===========   ===========  ===========

Basic and Diluted Income (Loss) Per Share
  Continuing operations                                                 $ (0.13)     $ (0.15)      $ (0.02)     $ (0.36)
  Discontinued operations                                                     -        (6.17)            -        (6.82)
                                                                     -----------  -----------   -----------  -----------
  Before cumulative effect of accounting change                           (0.13)       (6.32)        (0.02)       (7.18)
  Cumulative effect of accounting change                                      -            -             -        (5.30)
                                                                     -----------  -----------   -----------  -----------
  Net Income (Loss)                                                     $ (0.13)     $ (6.32)      $ (0.02)    $ (12.48)
                                                                     ===========  ===========   ===========  ===========

Dividends declared  and paid per share                                      $ -          $ -           $ -          $ -
                                                                     ===========  ===========   ===========  ===========


See notes to consolidated condensed financial statements.
</TABLE>

                                       4
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                           Six Months Ended
                                                       -------------------------
                                                       February 29       March 2
                                                          2004             2003
                                                       -----------   -----------
Operating Activities
     Net income (loss)                                     $ (202)   $ (109,653)
     Loss from discontinued operations                          -        59,940
     Depreciation and amortization                         11,595        12,296
     Cumulative effect of accounting change                     -        46,536
     Deferred liabilities                                     203        (4,227)
     Other                                                    682           497
     Changes in assets and liabilities
        Restricted cash                                     1,078        (6,007)
        Accounts receivable                                   615        (1,411)
        Inventories                                          (159)        7,718
        Other current assets                                1,066          (395)
        Accounts payable                                   (3,599)       (4,787)
        Accrued liabilities                                  (783)         (201)

                                                       -----------   -----------
Net Cash Provided by Operations                            10,496           306

Investing Activities
     Additions of property, plant, and equipment           (3,078)       (4,312)
     Other                                                    237           714

                                                       -----------   -----------
Net Cash Used by Investing Activities                      (2,841)       (3,598)

Financing Activities
     Additions to long-term debt                              650           650
     Reduction in long-term debt                           (5,700)       (7,009)
     Other                                                 (1,300)            -

                                                       -----------   -----------
Net Cash Used by Financing Activities                      (6,350)       (6,359)

Effect of exchange rate changes on cash                        37            64
Cash flow related to discontinued operations                    -        (3,017)
                                                       -----------   -----------

Net change in cash and cash equivalents                     1,342       (12,604)

Cash and cash equivalents at beginning of period            5,697        16,810

                                                       -----------   -----------
Cash and Cash Equivalents at End of Period                $ 7,039       $ 4,206
                                                       ===========   ===========

See notes to consolidated condensed 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  ("Amcast"  or  the  "Company")  is  a  leading
manufacturer of  technology-intensive  metal products.  The Company serves three
major sectors of the economy: automotive,  construction, and industrial. 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.  Amcast's
corporate  offices are located in Dayton,  Ohio.  Manufacturing  facilities  are
located in the United States of America, primarily in the Midwest.

BASIS OF PREPARATION

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts of Amcast and its subsidiaries.  Intercompany accounts and transactions
have been  eliminated.  The  consolidated  condensed  financial  statements  are
unaudited  and have been  prepared  in  accordance  with  accounting  principles
generally  accepted in the United States for interim  financial  information and
with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as
amended.  Accordingly,  they do not  include  all of the  information  and notes
required  for  complete  annual  financial  statements  and  should  be  read in
conjunction with the Company's  audited  consolidated  financial  statements and
notes for the year ended  August 31,  2003,  included  in the  Company's  Annual
Report on Form 10-K. In the opinion of management, all adjustments necessary for
a fair presentation of the information have been included. Results of operations
for the periods presented are not necessarily  indicative of the results for the
full fiscal year. To prepare the  accompanying  interim  consolidated  condensed
financial statements,  the Company is required to make estimates and assumptions
that affect the reported  amounts and  disclosures.  Actual results could differ
from those estimates.

Certain  prior year  amounts  have been  reclassified  to conform to the current
period presentation.


CHANGE IN METHOD OF ACCOUNTING IN FISCAL 2003

In the first quarter of fiscal 2003, the Company was required to adopt Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets".  Under  the  adoption  of SFAS No.  142,  goodwill  and  certain  other
intangible  assets are no longer  amortized  but will be reviewed  annually  for
impairment.  If,  based on these  reviews,  the  related  assets are found to be
impaired,  their carrying  value will 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. 144,  "Accounting for the Impairment or Disposal of
Long-Lived Assets".

                                       6
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

Upon adoption of SFAS No. 142 in the first  quarter of fiscal 2003,  the Company
completed  its  impairment  review  and  determined  that  all of its  goodwill,
relating primarily to Speedline, the Company's European operation ("Speedline"),
was impaired.  This  impairment was reflected in the Company's  declining  stock
price and the weak financial  performance of the reporting  units related to the
impaired  goodwill.  As such,  in the fiscal  2003 first  quarter,  the  Company
recorded  a  non-cash  charge of  $46,536,  net of tax of $464,  to  reduce  the
carrying value of its goodwill to zero.  This charge is recorded as a cumulative
effect  of an  accounting  change  in the  accompanying  consolidated  condensed
financial statements.

DISCONTINUED OPERATIONS

On March 17, 2003,  the Company  completed  the sale of all the capital stock of
its wholly-owned subsidiary,  ASW International II, B.V., which owned all of the
stock of Speedline,  to Crown  Executive  Aviation  Limited,  a private  company
organized under the laws of the United Kingdom.  Principal products manufactured
by Speedline,  located in Italy,  include aluminum wheels for passenger cars and
trucks, as well as aluminum and magnesium racing wheels.

Speedline  is  reported  as a  discontinued  operation  for fiscal  2003.  After
deducting costs related to the transaction, there were no net cash proceeds from
the sale.  The sale  resulted in an after tax loss of $50,423,  of which  $5,352
related to the fiscal  2003 first  quarter,  $44,470  related to the fiscal 2003
second  quarter,  and $601 related to the fiscal 2003 third quarter.  Cumulative
foreign currency translation losses of $1,303 were included in the $50,423 after
tax loss.

Speedline was previously  included in the Engineered  Components  segment of the
Company.  Operating  results for Speedline  included in discontinued  operations
are:

                                      Three Months Ended     Six Months Ended
                                        March 2, 2003          March 2, 2003
                                      ----------------       ----------------

Net Sales                                     $43,960                $93,474

Operating Loss                                 (4,266)                (8,915)
Other income (expense)                            244                    268
Interest expense                                 (348)                  (678)
                                      ----------------       ----------------
Loss Before Income Taxes                       (4,370)                (9,325)
Income tax expense                                396                    793
                                      ----------------       ----------------
Loss From Discontinued Operations            $ (4,766)             $ (10,118)
                                      ================       ================

                                       7
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

RESTRICTED CASH

As of February  29, 2004,  and August 31,  2003,  the Company had $6,000 of cash
that was  restricted,  as required under the Company's debt  agreements with its
lender group and senior note holders,  which excludes Casting Technology Company
("CTC").  This cash reserve is segregated to ensure the payment of principal and
interest on the Company's bank credit  facilities,  senior notes and LIFO credit
agreement.  As of August 31, 2003, an additional  $1,078 of cash was  restricted
per CTC's loan  agreement.  During the first quarter of fiscal 2004, the Company
refinanced  its CTC  loan  agreement  and a  similar  cash  restriction  was not
required by the new lenders.

INVENTORY

Inventory is valued at the lower of cost or market.  The value of U.S. inventory
is determined using the last-in,  first-out method (LIFO).  The value of foreign
inventory, at the Company's Canadian facility, is determined using the first-in,
first-out,  method (FIFO). Supplies and maintenance related materials, which are
not a component of finished goods,  but are utilized during  manufacturing,  are
categorized as raw materials. The major components of inventory are:

                                         February 29          August 31
                                            2004                2003
                                        -------------       -------------

Finished products                           $ 11,377            $ 10,833
Work in process                                3,048               3,611
Raw materials and supplies                     8,514               8,336
                                        -------------       -------------
                                              22,939              22,780
Less amount to reduce certain
      inventories to LIFO value               (3,776)             (3,776)
                                        -------------       -------------
Total Inventory                             $ 19,163            $ 19,004
                                        =============       =============

                                       8
<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:

                                             February 29         August 31
                                                2004               2003
                                            -------------      -------------

Land and buildings                              $ 56,710           $ 56,629
Machinery and equipment                          294,237            291,006
Construction in progress                           8,043              8,773
                                            -------------      -------------
                                                 358,990            356,408
Accumulated depreciation                        (228,322)          (217,011)
                                            -------------      -------------
Net property, plant, and equipment             $ 130,668          $ 139,397
                                            =============      =============

Depreciation  expense was $5,617 and $5,995 for the  three-month  periods  ended
February 29, 2004, and March 2, 2003, respectively,  and $11,586 and $12,272 for
the six-month periods ended February 29, 2004, and March 2, 2003, respectively.

LONG-TERM DEBT

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

                                               February 29          August 31
                                                  2004                 2003
                                              -------------       -------------
Lender Group and Senior Note Holder Debt:
  LIFO credit facility                             $ 9,315            $ 11,395
  Senior Notes                                      45,664              45,664
  Revolving credit notes                           100,826             100,826
  Lines of credit                                   12,793              12,793

CTC Debt:
  Term loan                                          2,850               2,856
  Revolving credit note                              1,142               3,400

Other Debt                                               -                 706
                                              -------------       -------------

Total Debt                                         172,590             177,640

Less Current Portion                                 5,900               2,456
                                              -------------       -------------

Long-Term Debt                                   $ 166,690           $ 175,184
                                              =============       =============

                                       9
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

EARNINGS (LOSS) PER SHARE

The following  table reflects the  calculations  for basic and diluted  earnings
(loss) per share for the  three-month  and six-month  periods ended February 29,
2004 and March 2, 2003:
<TABLE>
<CAPTION>

                                                      Three Months Ended              Six Months Ended
                                                 ---------------------------    ---------------------------
<S>                                              <C>           <C>              <C>           <C>
                                                  February 29     March 3        February 29     March 3
                                                     2004          2003             2004          2003
                                                 ------------- -------------    ------------- -------------

Income (loss) from continuing operations             $ (1,248)     $ (1,337)          $ (202)     $ (3,177)

Loss from discontinued operations, net of tax               -       (54,588)               -       (59,940)
                                                 ------------- -------------    ------------- -------------

Income (loss) before cumulative effect of
    accounting change                                  (1,248)      (55,925)            (202)      (63,117)

Cumulative effect of accounting change,
    net of tax                                              -             -                -       (46,536)
                                                 ------------- -------------    ------------- -------------

Net income (loss)                                    $ (1,248)    $ (55,925)          $ (202)    $(109,653)
                                                 ============= =============    ============= =============

Basic and Diluted Earnings (Loss) per Share:

Basic and diluted shares                                9,290         8,852            9,280         8,784
                                                 ============= =============    ============= =============

Income (loss) from continuing operations              $ (0.13)      $ (0.15)         $ (0.02)      $ (0.36)
Discontinued operations                                     -         (6.17)               -         (6.82)
                                                 ------------- -------------    ------------- -------------
Income (loss) before cumulative effect of               (0.13)        (6.32)           (0.02)        (7.18)
    accounting change
Cumulative effect of accounting change                      -             -                -         (5.30)
                                                 ------------- -------------    ------------- -------------
Net income (loss)                                     $ (0.13)      $ (6.32)         $ (0.02)     $ (12.48)
                                                 ============= =============    ============= =============

</TABLE>

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

                                       10
<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:

<TABLE>
<CAPTION>
                                               Three Months Ended          Six Months Ended
                                             -----------------------   -----------------------
<S>                                          <C>         <C>           <C>         <C>
                                             February 29   March 3     February 29   March 3
                                                2004        2003          2004        2003
                                             ----------- -----------   ----------- -----------

Net income (loss)                              $ (1,248)   $(55,925)       $ (202)  $(109,653)

Foreign currency translation adjustments            (40)         76            37          65

Loss on derivatives *                               (12)          -           (19)          -
                                             ----------- -----------   ----------- -----------
Total comprehensive income (loss)              $ (1,300)   $(55,849)       $ (184)  $(109,588)
                                             =========== ===========   =========== ===========
</TABLE>

The components of accumulated other comprehensive loss are:

                                                   February 29     August 31
                                                      2004           2003
                                                  -------------  -------------

Foreign currency translation adjustment                 $ (174)        $ (211)

Minimum pension liability adjustment                   (33,978)       (33,978)

Loss on derivatives *                                      (19)             -

                                                  -------------  -------------
Accumulated other comprehensive loss
  continuing operations                              $ (34,171)     $ (34,189)
                                                  =============  =============

     *    The  Company's  CTC  business  has one  interest  rate  swap  that was
          required as a part of the CTC loan  agreement.  This is  discussed  in
          "Item 3 - Quantitative and Qualitative Disclosures About Market Risk".

                                       11
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

STOCK-BASED COMPENSATION

As permitted by SFAS No. 123,  "Accounting  for Stock-Based  Compensation",  the
Company  accounts for its employee stock options in accordance  with APB Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations.
Accordingly,  no compensation cost has been recognized  related to the Company's
stock option plans.

Had the Company  determined  compensation  cost based upon the fair value of the
options at the grant date  consistent  with the  provisions of SFAS No. 123, net
income and EPS would have been  adjusted to the pro forma  amounts  indicated as
follows:
<TABLE>
<CAPTION>

                                                     Three Months Ended          Six Months Ended
                                                  ------------------------  -------------------------
<S>                                               <C>          <C>          <C>           <C>
                                                  February 29    March 2    February 29     March 2
                                                     2004         2003         2004          2003
                                                  -----------  -----------  -----------   -----------

Net income (loss) as reported                       $ (1,248)   $ (55,925)      $ (202)   $ (109,653)

Effect on reported net income (loss) of
 accounting for stock options at fair value                -          (47)          (1)          (93)

                                                  -----------  -----------  -----------   -----------

Pro forma net income (loss)                         $ (1,248)   $ (55,972)      $ (203)   $ (109,746)
                                                  ===========  ===========  ===========   ===========

Income (loss) per common share

  Basic and diluted

    As reported                                      $ (0.13)     $ (6.32)     $ (0.02)     $ (12.48)
                                                  ===========  ===========  ===========   ===========

    Pro forma                                        $ (0.13)     $ (6.32)     $ (0.02)     $ (12.49)
                                                  ===========  ===========  ===========   ===========
</TABLE>

                                       12
<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, "Disclosures
about Segments of an Enterprise and Related Information". The Company has
aggregated similar operating segments into two reportable segments, Flow Control
Products and Engineered Components. Descriptions of the products of these
business segments are included in "Item 1- Business" in the Company's Form 10-K
for the year ended August 31, 2003. The Company evaluates segment performance
and allocates resources based on several factors, of which net sales and
operating income are the primary financial measures.

Operating information related to the Company's reportable segments is as
follows:
<TABLE>
<CAPTION>

                                            Net Sales                 Operating Income (Loss)
                                    --------------------------      --------------------------
                                    For the Three Months Ended      For the Three Months Ended
                                    --------------------------      --------------------------
<S>                                 <C>            <C>              <C>            <C>
                                    February 29      March 2        February 29      March 2
                                       2004           2003             2004           2003
                                    -----------    -----------      -----------    -----------
Flow Control Products                 $ 35,960       $ 30,445          $ 1,388          $ 737
Engineered Components                   58,484         68,700            3,191          3,427
Corporate                                    -              -           (2,213)        (2,356)
                                    -----------    -----------      -----------    -----------
                                        94,444         99,145            2,366          1,808
Other (income) expense                       -              -              (15)             9
Interest expense                             -              -            3,694          3,888
                                    -----------    -----------      -----------    -----------
Total net sales and income (loss)
  from continuing operations
  before taxes                        $ 94,444       $ 99,145         $ (1,313)      $ (2,089)
                                    ===========    ===========      ===========    ===========

                                            Net Sales                 Operating Income (Loss)
                                    --------------------------      --------------------------
                                     For the Six Months Ended        For the Six Months Ended
                                    --------------------------      --------------------------
                                    February 29      March 2        February 29      March 2
                                       2004           2003             2004           2003
                                    -----------    -----------      -----------    -----------
Flow Control Products                 $ 69,266       $ 60,746          $ 2,980        $ 1,343
Engineered Components                  138,114        150,621            8,098          6,004
Corporate                                    -              -           (3,751)        (4,579)
                                    -----------    -----------      -----------    -----------
                                       207,380        211,367            7,327          2,768
Other (income) expense                       -              -              (18)           (23)
Interest expense                             -              -            7,551          7,859
                                    -----------    -----------      -----------    -----------
Total net sales and income (loss)
  from continuing operations
  before taxes                       $ 207,380      $ 211,367           $ (206)      $ (5,068)
                                    ===========    ===========      ===========    ===========
</TABLE>

                                       13
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

COMMITMENTS AND CONTINGENCIES

At February 29, 2004, the Company has committed to capital expenditures of $497,
primarily for the Engineered Components segment.

The Company,  as is normal for the industries in which it operates,  is involved
in  certain  legal  proceedings  and is  subject  to  certain  claims  and  site
investigations  which  arise  under  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. The designation as a potentially  responsible  party and the
assertion  of such  claims  against the  Company  are made  without  taking into
consideration  the  nature  or  extent  of the  Company's  involvement  with the
particular  site.  In several  instances,  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
non-Company-owned site.

There is one  Company-owned  property  in  Pennsylvania  where  state-supervised
cleanups are currently underway and two other Company-owned  properties at which
the U.S. EPA is overseeing an investigation or where  long-standing  remediation
is underway. See "Part II - Other Information, Item 1 - Legal Proceedings" for a
description of two pending legal cases the Company is currently involved in.

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 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  February  29,  2004,  the  Company's  accrued
undiscounted reserve for such contingencies was $3,588.

                                       14
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)
                                   (Unaudited)

Based upon the contracts and agreements with regards to an environmental matter,
the Company  believes it is entitled to  indemnity  for  remediation  costs at a
particular  site and  believes  it is  probable  that the  Company can recover a
substantial  portion of the  costs.  Accordingly,  the  Company  has  recorded a
receivable of $765, recorded in other noncurrent assets,  related to anticipated
recoveries from a third party.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2004, the Financial  Accounting Standards Board ("FASB") staff issued
FASB Staff Position SFAS 106-1,  "Accounting and Disclosure Requirements Related
to the Medicare  Prescription Drug,  Improvement and Modernization Act of 2003".
This  statement  permits a sponsor  of a  postretirement  health  care plan that
provides  a  prescription  drug  benefit to make a  one-time  election  to defer
recognizing  the effects of the  Medicare  Prescription  Drug,  Improvement  and
Modernization  Act of 2003 until  authoritative  guidance on accounting  for the
federal  subsidy is issued or until certain  other events  occur.  The Company's
current  postretirement  benefit  obligation  relates  solely to life  insurance
benefits provided by contractual  agreements for certain  retirees.  The Company
does not provide  retiree  medical  benefits.  Therefore,  this new  legislation
should not have a material impact on the Company's  current or future results of
operations or financial position.

In  December  2003,  the FASB issued SFAS No. 132  (revised  2003),  "Employers'
Disclosures  about  Pensions and Other  Postretirement  Benefits".  SFAS No. 132
increases  the  existing  disclosure  requirements  by  requiring  companies  to
disclose  more details  about  pension plan assets,  benefit  obligations,  cash
flows,  benefit  costs and related  information.  Companies  will be required to
segregate plan assets by category,  such as debt, equity and real estate, and to
provide certain  expected rates of return and other  informational  disclosures.
SFAS No. 132 also requires companies to disclose various elements of pension and
postretirement benefit costs in interim-period financial statements for quarters
beginning  after  December  15,  2003.  The  provisions  of this  statement  are
effective  for the first  interim  period  beginning  after  December  15, 2003.
Accordingly, the Company will follow these disclosure requirements for its third
quarter ended May 30, 2004.

                                       15
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

ITEM 2 - 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,  state  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;  disposal of certain  non-strategic
assets; labor relations at the Company and its customers; the impact of homeland
security measures;  and the ability of the Company to satisfy obligations under,
and to comply with the provisions of, its loan  documents.  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.  The Company undertakes no obligation to
publicly  update  any  forward-looking  statements,  whether  as a result of new
information,  future  events or  otherwise.  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
notes for the year ended  August 31,  2003,  included  in the  Company's  Annual
Report on Form 10-K.

                                       16
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

RESULTS OF OPERATIONS

NET SALES
<TABLE>
<CAPTION>

                                        Three Months Ended          Six Months Ended
                                     ------------------------   ------------------------
<S>                                  <C>          <C>           <C>          <C>
                                     February 29    March 2     February 29    March 2
                                        2004         2003          2004         2003
                                     -----------  -----------   -----------  -----------

Net Sales                              $ 94,444     $ 99,145     $ 207,380    $ 211,367
                                     ===========  ===========   ===========  ===========

Percentage increase (decrease)
    from prior year                      (4.7)%        2.2 %        (1.9)%        9.1 %
                                     ===========  ===========   ===========  ===========

Components of percentage increase
  Volume                                 (8.5)%       (0.2)%        (5.5)%        7.6 %
  Price                                   3.6 %        0.5 %         2.0 %       (0.8)%
  Product Mix                             0.2 %        1.9 %         1.6 %        2.3 %
                                     -----------  -----------   -----------  -----------
                                         (4.7)%        2.2 %        (1.9)%        9.1 %
                                     ===========  ===========   ===========  ===========
</TABLE>

In the fiscal 2004 second quarter,  consolidated  net sales decreased by $4,701,
or 4.7%,  compared with the fiscal 2003 second quarter.  This sales decrease was
mainly the result of lower sales  volume of the  Company's  aluminum  components
products mostly in the gravity-cast  operations,  primarily due to lost business
from two major customers. The volume decrease was partly offset by strong growth
in the sales of the Company's  plumbing  products and of pistons for  automotive
air  conditioning  compressors.  Pricing was favorable due to increased  selling
prices of plumbing  products  resulting  from an increase in the market price of
copper.

For the first six months of fiscal  2004,  consolidated  net sales  decreased by
$3,987,  or 1.9%,  compared with the first six months of fiscal 2003. This sales
decline  was  primarily  the  result of a lower  sales  volume of the  Company's
aluminum components products due to lost business from two major customers.  The
volume decrease was offset slightly by higher sales volume of plumbing  products
and of pistons for automotive air  conditioning  compressors.  Consolidated  net
sales  reflected  improvements  in the  Company's  pricing  of  copper  plumbing
products and in product mix.

                                       17
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

GROSS PROFIT

                       Three Months Ended             Six Months Ended
                    ------------------------      ------------------------
                    February 29    March 2        February 29    March 2
                       2004         2003             2004         2003
                    -----------  -----------      -----------  -----------

Gross Profit          $ 10,941     $ 11,002         $ 24,129     $ 22,131
                    ===========  ===========      ===========  ===========

Percent of Sales         11.6%        11.1%            11.6%        10.5%

For the fiscal 2004 second  quarter,  gross  profit  decreased  by $61, or 0.6%,
compared  with the fiscal 2003 second  quarter.  This  decrease is primarily the
result  of a 4.7% drop in sales for the  quarter.  Even with the sales  decline,
gross profit  improved as a percentage  of sales.  This  improvement  was due to
improved  productivity,  controls on labor cost, and reduced manufacturing costs
from the Amcast Production System, a more efficient manufacturing approach being
implemented at the Company's manufacturing facilities.

For the first six months of fiscal 2004,  gross profit  increased by $1,998,  or
9.0%,  compared with the first six months of fiscal 2003.  The increase in gross
profit was  primarily  the result of  operating  improvements  at the  Company's
Richmond,  Indiana facility,  which  experienced  significant new product launch
costs in the first six months of fiscal 2003. Similar expenses were not incurred
in the first six months of fiscal  2004.  The Company  realized  improvement  in
gross  profit as a  percentage  of sales  during a period when sales  decreased.
Contributing to the gross profit improvements were the Amcast Production System,
increased overall productivity, reductions in scrap and containment costs, tight
spending controls, and controls on labor cost.

                                       18
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

                            Three Months Ended              Six Months Ended
                         -------------------------      ------------------------
                         February 29     March 2        February 29    March 2
                            2004          2003             2004         2003
                         -----------   -----------      -----------  -----------

SG&A                        $ 8,575       $ 9,194         $ 16,802     $ 19,363
                         ===========   ===========      ===========  ===========

Percent of Sales               9.1%          9.3%             8.1%         9.2%

Selling,  general,  and  administrative  (SG&A) expenses were $8,575, or 9.1% of
sales in the fiscal 2004 second quarter,  compared with $9,194, or 9.3% of sales
in the fiscal 2003 second  quarter.  This  decrease  in SG&A was  primarily  the
result of the Company's continued commitment to and focus on cost reduction.

For the first six months of fiscal 2004, SG&A expenses were $16,802,  or 8.1% of
sales,  compared  with  $19,363,  or 9.2% of sales,  for the first six months of
fiscal  2003.  More than half of the  $2,561  decrease  was due to the  benefits
received as a direct result of the Company's  cash  management  controls,  tight
spending  limits,  controls on labor cost, and its commitment to cost reduction.
The  decrease  is also the  result  of the net  effect  of  insurance  and legal
settlements offset by additional legal and environmental  reserves that combined
to lower SG&A by $1,227.  Excluding  these items,  SG&A decreased by $1,334,  or
6.9%, versus the prior year.

OPERATING  INCOME was $2,366 (2.5% of sales) in the fiscal 2004 second  quarter,
compared with $1,808 (1.8% of sales) in the fiscal 2003 second quarter.  For the
first six months of fiscal 2004,  operating income increased  $4,559,  or over 2
1/2 times,  to $7,327 (3.5% of sales),  compared with $2,768 (1.3% of sales) for
the first six months of fiscal 2003. The Company  attained this operating income
growth from manufacturing efficiencies and reduced SG&A expenses during a period
that sales declined.

INTEREST  EXPENSE was $3,694 for the fiscal 2004 second  quarter,  compared with
$3,888 for the fiscal 2003 second  quarter,  and $7,551 for the first six months
of fiscal  2004,  compared  with $7,859 for the first six months of fiscal 2003.
Interest  expense  decreased  slightly due to lower debt balances in fiscal 2004
compared with the prior year.

EFFECTIVE TAX RATE was 5.0% and 36.0% for the second  quarter of fiscal 2004 and
2003,  respectively,  and 1.9% and 37.3% for the first six months of fiscal 2004
and 2003,  respectively.  The lower  effective tax rate for fiscal 2004 resulted
because,  per the provisions of SFAS No. 109, "Accounting for Income Taxes", the
Company is currently  recording no federal  income tax benefit for losses in its
domestic  operations  due to  existing  tax loss  carryforwards.  The Company is
currently only recording  income tax expense or benefit  related to its Canadian
operations and domestic state taxes.

                                       19
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

BUSINESS SEGMENTS

                              Three Months Ended            Six Months Ended
                           ------------------------    -------------------------
                           February 29    March 2      February 29     March 2
                              2004         2003           2004          2003
                           -----------  -----------    -----------   -----------
Sales
    Flow Control             $ 35,960     $ 30,445       $ 69,266      $ 60,746
    Engineered Components      58,484       68,700        138,114       150,621
                           -----------  -----------    -----------   -----------

    Total                    $ 94,444     $ 99,145      $ 207,380     $ 211,367
                           ===========  ===========    ===========   ===========

Operating Income (Loss)
    Flow Control              $ 1,388        $ 737        $ 2,980       $ 1,343
    Engineered Components       3,191        3,427          8,098         6,004
    Corporate                  (2,213)      (2,356)        (3,751)       (4,579)
                           -----------  -----------    -----------   -----------

    Total                     $ 2,366      $ 1,808        $ 7,327       $ 2,768
                           ===========  ===========    ===========   ===========


FLOW CONTROL PRODUCTS

Net sales for the Flow Control  Products  segment  increased by 18.1% to $35,960
for the fiscal 2004 second quarter, compared with $30,445 for the same period of
fiscal 2003. For the first six months of fiscal 2004,  sales  increased by 14.0%
to $69,266,  compared with $60,746 for the first six months of fiscal 2003.  For
the fiscal 2004 second  quarter,  volume grew by 3.3%,  a favorable  product mix
contributed  6.6%,  and price  increased  by 8.2%.  For the first six  months of
fiscal 2004, volume increased by 4.6%, a favorable product mix contributed 5.5%,
and price increased by 3.9%. Flow Control Products  experienced  higher sales by
strong  growth in  plumbing  products,  a large  volume  increase on pistons for
automotive air  conditioning  compressors,  and increased  prices to help offset
market prices for copper.

Flow Control  Products  operating  income in the fiscal 2004 second  quarter was
$1,388, compared with $737 for the same period of fiscal 2003. For the first six
months of fiscal 2004, operating income was $2,980, compared with $1,343 for the
first six months of fiscal 2003. In fiscal 2004, operating income was positively
affected by higher  sales  volume,  manufacturing  efficiencies  from the Amcast
Production System, cost reduction programs, and controls on labor cost.

                                       20
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

ENGINEERED COMPONENTS

Net sales for the Engineered  Components  segment  decreased by 14.9% to $58,484
for the fiscal 2004 second quarter, compared with $68,700 for the same period of
fiscal 2003. For the first six months of fiscal 2004, sales decreased by 8.3% to
$138,114,  compared with  $150,621 for the first six months of fiscal 2003.  For
the fiscal 2004 second quarter, volume decreased by 13.9%, product mix decreased
by 2.6%,  and price from aluminum cost pass through  increased by 1.6%.  For the
first six months of fiscal 2004, volume decreased by 9.4%, product mix decreased
by 0.2%, and price from aluminum cost pass through increased by 1.3%. Engineered
Components  experienced  lower sales volume due  primarily to lost business from
two large  aluminum  components  customers  and to a lesser  extent  an  overall
automotive  market  decline.  In  addition,   product  mix  negatively  affected
Engineered Components segment sales with greater sales of lower margin products.

Operating  income in the fiscal 2004 second  quarter was $3,191,  compared  with
$3,427 for the same period of fiscal 2003.  This  decrease is  primarily  due to
lower volume and an  unfavorable  product mix,  partly  offset by  manufacturing
efficiencies  and cost  controls.  For the  first six  months  of  fiscal  2004,
operating  income was $8,098,  compared  with $6,004 for the first six months of
fiscal 2003. This increase is primarily due to the Richmond,  Indiana,  facility
that incurred  significant  product launch costs in fiscal 2003. Similar product
launch costs were not encountered in fiscal 2004.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash balance at February 29, 2004 was $7,039. An additional $6,000
of  restricted  cash  existed  for  payment of  principal  and  interest  on the
Company's debt that is required under its debt  agreements.  Under the Company's
cash management  system,  issued checks that have not cleared the bank resulting
in net overdraft bank balances for accounting  purposes in the amounts of $1,616
at February  29, 2004,  and $5,271 at August 31, 2003,  are included in accounts
payable.

                                       21
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

Cash provided by operations  was $10,496 for the first six months of fiscal 2004
compared with $306 in the first six months of fiscal 2003. The income  statement
and balance  sheet  contributors  to this  operating  cash flow are shown in the
following table:

                                                   Six Months Ended
                                              ---------------------------
                                                  2004           2003
                                              ------------   ------------

Income statement related impact                  $ 11,393        $ 9,119

Balance sheet related impact                         (897)        (8,813)

                                              ------------   ------------
Net cash provided by operations                  $ 10,496          $ 306
                                              ============   ============

The $11,393  increase in operating  cash flow from the income  statement was the
result of the non-cash expense of depreciation and amortization in the amount of
$11,595, offset by the year to date net loss of $202.

The main  reasons for the cash  decrease  of $897 from the  balance  sheet was a
reduction in accounts  payable  partly offset by decreases in  restricted  cash,
prepaid  insurance,  and other noncurrent assets. The improvement in the balance
sheet impact on operating  cash flow for the first six months of 2004,  compared
with the first six months of 2003, reflects the Company's  continued  commitment
and focus on its working capital and cash management controls.

Investing activities, primarily capital spending, used net cash of $2,841 in the
first six  months of fiscal  2004  compared  with  $3,598  used in the first six
months of fiscal 2003.  This decrease  reflects  management  controls  placed on
capital  expenditures to conserve cash. Capital  expenditures were primarily for
equipment to expand plant capacity for volume growth and for new product orders.
At February 29, 2004, the Company had $497 of commitments for additional capital
expenditures, primarily for the Engineered Components segment.

Financing activities used $6,350 of cash in the first six months of fiscal 2004,
compared with $6,359 of cash used in the first six months of fiscal 2003.

During the first six months of fiscal  2004,  the  Company  reduced  its overall
outstanding debt balance by $5,050, as debt declined from $177,640 at August 31,
2003,  to $172,590 at February 29, 2004.  The Company made  principal  cash debt
payments of $2,080 for the bank debt and senior notes and net payments of $2,264
for its CTC  debt.  The  Company  also  made  $706 in  payments  related  to the
Company's insurance-premium financing.

                                       22
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

The revolving credit notes, the lines of credit,  the senior notes, and the LIFO
credit  agreement  (the "Lender  Group and Senior Note Holder  Debt")  mature on
September  14, 2006.  The Company  cannot  borrow  additional  funds under these
borrowings.  The lenders of these  borrowings  have  security  interests  in the
assets  of the  Company.  Interest  rates  are  prime  plus 2% for the  revolver
borrowings,  lines of credit,  and the LIFO credit agreement,  and 10.09% (9.09%
plus 1% payment in kind) for the senior notes.

Principal  payments  due under the Lender  Group and Senior Note Holder Debt are
$2,800 in May 2004,  and $2,500 in August 2004.  These  payments will be applied
against the LIFO credit facility.

The Lender  Group and Senior  Note  Holder  Debt  includes  financial  covenants
regarding a fixed charge coverage  ratio,  quarterly  earnings before  interest,
taxes, depreciation,  and amortization (EBITDA), and capital expenditures. As of
February 29, 2004 the Company was in compliance with all of its debt covenants.

At the end of any subsequent  quarter,  if the Company is not in compliance with
any of its debt  covenants,  any  outstanding  debt balances  become  payable on
demand by the Lender Group and Senior Note Holder Debt's lenders.

Under the  restructuring  agreements  relating to the Company's debt agreements,
including   the  Amended  and   Restated   Restructuring   Agreement   and  LIFO
Restructuring  Agreement  (copies of which were filed as  Exhibits  4.1 and 4.2,
respectively,  to the  Company's  Current  Report  on Form  8-K  filed  with the
Securities   and  Exchange   Commission   on  September  3,  2003,   herein  the
"Restructuring Agreements"),  the Company is required to use its good faith best
efforts to (i)  refinance  the Lender  Group and Senior  Note  Holder Debt on or
before  September  1, 2004 or (ii) sell  substantially  all of its  assets on or
before September 1, 2004.  Section 4.4 of each of the  Restructuring  Agreements
includes a timetable with eight milestones, and the Company is required to pay a
$200 fee each time a milestone is missed.  The Company has met the first five of
the milestones.  The fifth milestone,  which relates to the Company  obtaining a
letter or  letters of intent  relating  to a possible  sale or  refinancing,  is
required to be satisfied by April 30, 2004. The Company has met with a number of
parties that have  expressed  an interest in acquiring  one or more units of the
Company.  There is no assurance that such indications of interest will result in
any firm  offers for one or more units of the  Company or a  refinancing  of the
Company's  indebtedness  or that, if any such offers are received,  they will be
acceptable to the Company or its lenders.

The CTC Credit  Agreement  provides  for  borrowings  under a  revolving  credit
facility and a term loan. The revolving line of credit facility  provides for up
to $5,000 in  borrowings  ($3,858 was  available  as of February  29,  2004) and
matures  in  September  2006.  The term loan  matures in  September  2008 with a
current debt payment of $600 payable in installments of $150 due in March, June,
September,  and December of 2004.  Interest on the revolving credit facility and
the term loan is based on CTC's debt to EBITDA ratio, which ranges between prime
plus 0.25% to prime plus 1.25%, or LIBOR plus 2.25% to LIBOR plus 3.25%.

                                       23
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

The Company's debt  obligations  for the remainder of fiscal 2004 and beyond are
shown in the following table. At February 29, 2004,  obligations under operating
leases  are  not  significantly  different  from  the  amounts  reported  in the
Company's Annual Report on Form 10-K for the year ended August 31, 2003.

<TABLE>
<CAPTION>

<S>                    <C>          <C>         <C>         <C>         <C>         <C>
   Debt Obligation        2004         2005        2006        2007        2008     Thereafter
---------------------  -----------  ----------- ----------- ----------- ----------- -----------
Debt
  Long-Term Debt
    Corporate              $5,300          $ -         $ -   $ 163,298         $ -         $ -
    CTC                       300          600         600       1,742         600         150

                       -----------  ----------- ----------- ----------- ----------- -----------
Total Debt                 $5,600        $ 600       $ 600   $ 165,040       $ 600       $ 150
                       ===========  =========== =========== =========== =========== ===========

Operating leases           $1,661      $ 2,694      $2,095       $ 509       $ 108         $ -
                       ===========  =========== =========== =========== =========== ===========
</TABLE>

CRITICAL ACCOUNTING POLICIES

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. 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  Expenses - The Company has pension  benefits and expenses
that 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

                                       24
<PAGE>
                         AMCAST INDUSTRIAL CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    ($ in thousands except per share amounts)

Deferred Taxes and Valuation Allowances - 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".  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.

At February 29, 2004, the Company had valuation allowances against a significant
portion of its deferred  tax assets.  Valuation  allowances  serve to reduce the
recorded  deferred tax assets to amounts  reasonably  expected to be realized as
tax  savings  in  the  future.   Establishing  valuation  allowances  and  their
subsequent  adjustment  requires  a  significant  amount  of  judgement  because
realizing  deferred  tax  assets,  particularly  those  assets  related  to  net
operating  loss  carryforwards,  is generally  contingent on generating  taxable
income,  reversing  deferred tax liabilities in the future, and the availability
of qualified tax planning strategies.

Debt Covenants - For a substantial  portion of its debt, the Company has certain
financial covenants regarding a fixed charge coverage ratio,  quarterly earnings
before interest,  taxes,  depreciation,  and amortization  (EBITDA), and capital
expenditures.  If the  requirements of the covenants are not achieved,  the debt
becomes immediately  callable,  which would  significantly  impact the Company's
ability to maintain its current operations.  As of February 29, 2004 the Company
was in compliance with all of its debt covenants.

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).

INFLATION

Inflation did not have a material impact on the Company's  results of operations
or  financial  condition  for the  second  quarter or first six months of fiscal
2004.

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.

                                       25
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION


ITEM 3 -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
($ in thousands)

The  Company  is  exposed  to market  risk from  changing  commodity  prices and
interest  rates as part of its normal  operations,  as well as general risks and
uncertainties which are inherent in any competitive industry.

COMMODITY PRICES

The Company is 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  February  29,  2004,  the Company had no
forward fixed-price metal supply contracts.

INTEREST RATE RISK

The Company is exposed to variable  interest rates on its revolver credit notes,
its lender group lines of credit,  its LIFO credit  facility,  and its CTC debt.
The  annual  pretax  earnings  and cash flow  impact  of a  one-percentage-point
increase in the variable interest rates on the Company's variable long-term debt
outstanding at February 29, 2004 would be approximately $1,269.

During the first fiscal  quarter of 2004,  the Company was required as a part of
its CTC loan  agreement to enter into a two-year  interest rate swap.  This swap
converted  half of the CTC  variable  rate debt into fixed  rate  debt,  and was
designated as a hedge against  changes in cash flows  attributable to changes in
the variable interest rate. For the first six months of fiscal 2004, the loss on
the interest rate swap was $19, which was reported in other  comprehensive  loss
in shareholders' equity.

ITEM 4 - CONTROLS AND PROCEDURES

The Company's President and Chief Executive Officer and Vice President,  Finance
and Chief Financial Officer, with the participation of the Company's management,
have evaluated the  effectiveness  of the operation of the Company's  disclosure
controls  and  procedures,  as defined in Rule  13a-15(e)  under the  Securities
Exchange Act of 1934 (the "Exchange  Act"),  as of the end of the period covered
by this Quarterly Report.  Based upon that evaluation,  the Company's  President
and Chief  Executive  Officer and Vice  President,  Finance and Chief  Financial
Officer have concluded that the Company's disclosure controls and procedures are
effective  in  timely  alerting  them to  material  information  required  to be
included in the Company's periodic Exchange Act filings.

There have been no  significant  changes to the Company's  internal  controls or
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

                                       26
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On  January  29,  1998,  Cargill,  Inc.  and eight  other  plaintiffs  brought a
superfund private cost recovery and contribution  action against the Company and
fifty  other  parties  in the  United  States  District  Court for the  Southern
District of Ohio, Western Division, which is captioned,  Cargill, Inc. et al. v.
Abco  Construction,  et al.  (Case No.  C-3-98-3601).  The action  involves  the
Valleycrest  disposal site in the Dayton, Ohio area (the "Site"). The plaintiffs
have taken the lead in investigating and remediating the Site and are asking for
an aggregate  judgment  against the  defendants  for an amount which exceeds $31
million.  Based on  information  to date,  the  Company  believes  it has  valid
defenses against the plaintiffs' claims. The Company believes its responsibility
with  respect to the Site is very limited due to the inert nature of the foundry
sand waste that the Company  disposed of at the Site.  While the outcome of this
matter cannot be predicted with any certainty, the Company does not believe that
this matter will have a material  adverse effect on its results of operations or
financial  position.  The Company  believes that its ultimate  liability in this
matter will not exceed $400,000.

On June 5, 2003,  Solutia,  Inc. and Pharmacia  Corporation  brought a superfund
private cost recovery and  contribution  action against the Company and eighteen
other parties in the United States  District Court for the Northern  District of
Alabama,  Eastern  Division,  which is  captioned,  Solutia,  Inc and  Pharmacia
Corporation  v. McWane,  Inc.,  et al. (Case No.  CV-03-PWG-1345-E).  The action
involves  the Anniston  PCB Site and the  Anniston  Lead Site in Calhoun  County
Alabama and Tallegdega  County Alabama ("the Sites").  The plaintiffs have taken
the lead in  investigating  and  remediating  the  Sites and are  asking  for an
aggregate judgment against the defendants in the amount of $34.5 million.  Based
on information to date, the Company  believes it has valid defenses  against the
plaintiffs'  claims. The Company believes its responsibility with respect to the
Sites is very limited. While the outcome of this matter cannot be predicted with
any  certainty,  the  Company  does not  believe  that this  matter  will have a
material adverse effect on its results of operations or financial position.

                                       27

<PAGE>


PART II - OTHER INFORMATION (continued)

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    a)  The annual meeting of shareholders of Amcast Industrial Corporation was
        held on December 17, 2003.

    b)  At the annual meeting, shareholders voted on and approved one proposal.
        This proposal is stated below, together with information concerning the
        votes cast.

     1. Election of three directors to serve for a term of three years.
        Directors elected were Robert C. Ayotte, Leo W. Ladehoff, and Richard A.
        Smith.

                            Robert C.       Leo W.       Richard A.
                             Ayotte        Ladehoff        Smith
                           -----------    -----------   ------------
      Shares For            7,134,994      6,627,992      7,104,849
      Shares Withheld       1,263,513      1,770,515      1,293,658
                           -----------    -----------   ------------
         Total              8,398,507      8,398,507      8,398,507
                           ============   ============  ============


        Directors continuing in office until the 2004 annual meeting
        include Walter E. Blankley, Byron O. Pond, and William G. Roth.
        Directors continuing in office until the 2005 annual meeting include
        Don R. Graber, Joseph R. Grewe, and R. William Van Sant.



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

a)       EXHIBITS

     31.1 Certification  of  Joseph R.  Grewe,  President  and  Chief  Executive
          Officer, pursuant to Section 302 of the Sarbanes-Oxley Act

     31.2 Certification  of Francis J. Drew, Vice  President,  Finance and Chief
          Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act

     32.1 Certification  of  Joseph R.  Grewe,  President  and  Chief  Executive
          Officer, pursuant to Section 906 of the Sarbanes-Oxley Act

     32.2 Certification  of Francis J. Drew, Vice  President,  Finance and Chief
          Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act


b)  REPORTS ON FORM 8-K

          No reports on Form 8-K were filed by the  Company  during the  quarter
     ended February 29, 2004.


                                       28
<PAGE>
                          AMCAST INDUSTRIAL CORPORATION



                               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:  March 30, 2004                             By: /s/ Joseph R. Grewe
                                                     ---------------------
                                                  Joseph R. Grewe
                                                  President and
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


Date: March 30, 2004                              By: /s/ Francis J. Drew
                                                     ---------------------
                                                  Francis J. Drew
                                                  Vice President, Finance and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)


Date: March 30, 2004                              By: /s/ Mark D. Mishler
                                                     ---------------------
                                                  Mark D. Mishler
                                                  Corporate Controller
                                                  (Principal Accounting Officer)

                                       29
<PAGE>