<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

           For the transition period from ____________ to ____________

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

Commission File Number 1-12541

                          Atchison Casting Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Kansas                                                48-1156578
---------------------------------                            -------------------
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

400 South Fourth Street, Atchison, Kansas                           66002
-----------------------------------------                    -------------------
(Address of principal executive offices)                          (Zip Code)

(Registrant's telephone number, including area code) (913) 367-2121

                                 Not Applicable
--------------------------------------------------------------------------------
           (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 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 from the past 90 days. Yes /X/. No / /.

There were 7,661,545 shares of common stock, $.01 par value per share,
outstanding on May 12, 2000.


<PAGE>

                                     PART I


ITEM 1.  Financial Statements.

                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                   March 31,                    June 30,
                                                                                     2000                         1999
                                                                                ----------------             ---------------
<S>                                                                             <C>                          <C>
                                     ASSETS
                           --------------------------
CURRENT ASSETS:
    Cash and cash equivalents                                                            $2,890                      $4,222
    Customer accounts receivable, net of allowance for                                   90,841                      83,235
      doubtful accounts of $497 and $591, respectively
    Inventories                                                                          65,543                      68,777
    Deferred income taxes                                                                 2,737                       1,988
    Other current assets                                                                 26,443                      18,829

                                                                                ----------------             ---------------
             Total current assets                                                       188,454                     177,051


PROPERTY, PLANT AND EQUIPMENT, Net                                                      153,607                     150,056

INTANGIBLE ASSETS, Net                                                                   31,766                      32,846

DEFERRED FINANCING COSTS, Net                                                               900                         660

OTHER ASSETS                                                                             14,251                      15,153



                                                                                ----------------             ---------------
TOTAL                                                                                  $388,978                    $375,766
                                                                                ================             ===============
</TABLE>



                            See Notes to Consolidated Financial Statements.
<PAGE>

                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS (Cont'd)
                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                              March 31,             June 30,
                                                                                2000                  1999
                                                                           ----------------      ----------------
<S>                                                                        <C>                   <C>
               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                                               $43,437               $39,452
    Accrued expenses                                                                49,403                43,130
    Current maturities of long-term obligations                                      7,685                 8,833

                                                                           ----------------      ----------------
           Total current liabilities                                               100,525                91,415

LONG-TERM OBLIGATIONS                                                              111,249               104,607

DEFERRED INCOME TAXES                                                                9,798                17,334

OTHER LONG-TERM OBLIGATIONS                                                          2,209                 3,969

EXCESS OF FAIR VALUE OF ACQUIRED NET ASSETS                                          5,530                 6,889
     OVER COST, Net of accumulated amortization of $1,890
     and $1,776, respectively

POSTRETIREMENT OBLIGATION OTHER THAN PENSION                                         8,921                 8,278

MINORITY INTEREST IN SUBSIDIARIES                                                    1,796                 4,205

                                                                           ----------------      ----------------
           Total liabilities                                                       240,028               236,697


STOCKHOLDERS' EQUITY:

     Preferred stock, $.01 par value, 2,000,000                                          -                     -
       authorized shares; no shares issued and outstanding

     Common stock, $.01 par value, 19,300,000                                           83                    83
       authorized shares; 8,284,247 and 8,259,603
       shares issued, respectively

     Class A common stock (non-voting), $.01 par value,                                  -                     -
       700,000 authorized shares; no shares issued and
       outstanding

     Additional paid-in capital                                                     81,399                81,216

     Retained earnings                                                              74,612                65,011

     Accumulated foreign currency translation adjustment                            (1,096)               (1,193)
                                                                           ----------------      ----------------
                                                                                   154,998               145,117
     Less shares held in treasury:
       Common stock, 622,702 and 622,702 shares, respectively,  at cost             (6,048)               (6,048)


                                                                           ----------------      ----------------
           Total stockholders' equity                                              148,950               139,069

                                                                           ----------------      ----------------
TOTAL                                                                             $388,978              $375,766
                                                                           ================      ================

</TABLE>

                 See Notes to Consolidated Financial Statements.
<PAGE>


                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Share Data)
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended                             Nine Months Ended
                                                            March 31,                                        March 31,
                                                      2000                  1999                   2000                  1999
                                           ----------------      ---------------        ----------------      ----------------
<S>                                       <C>                  <C>                     <C>                   <C>
NET SALES                                         $124,745             $119,533                $350,149              $359,064

COST OF GOODS SOLD                                 111,053              101,998                 308,713               308,861

                                           ----------------      ---------------        ----------------      ----------------
GROSS PROFIT                                        13,692               17,535                  41,436                50,203


OPERATING EXPENSES:

  Selling, general and administrative               11,030               12,711                  31,987                35,299

  Amortization of intangibles                          (68)                 234                    (360)                  803

  Other income                                           -                    -                    (681)                    -

                                           ----------------      ---------------        ----------------      ----------------
     Total operating expenses                       10,962               12,945                  30,946                36,102


                                           ----------------      ---------------        ----------------      ----------------
OPERATING INCOME                                     2,730                4,590                  10,490                14,101

INTEREST EXPENSE                                     2,445                2,162                   6,956                 6,284

MINORITY INTEREST IN NET INCOME                         44                   59                     108                   110
   OF SUBSIDIARIES

                                           ----------------      ---------------        ----------------      ----------------
INCOME BEFORE TAXES                                    241                2,369                   3,426                 7,707

INCOME TAXES                                        (7,604)               1,104                  (6,175)                3,397

                                           ----------------      ---------------        ----------------      ----------------
NET INCOME                                          $7,845               $1,265                  $9,601                $4,310
                                           ================      ===============        ================      ================


NET INCOME PER COMMON AND
  EQUIVALENT SHARE:
    BASIC                                            $1.03                $0.17                   $1.26                 $0.55
                                           ================      ===============        ================      ================

    DILUTED                                          $1.03                $0.17                   $1.26                 $0.55
                                           ================      ===============        ================      ================


WEIGHTED AVERAGE NUMBER OF
  COMMON AND EQUIVALENT
  SHARES OUTSTANDING:
    BASIC                                        7,651,746            7,619,587               7,644,269             7,844,987
                                           ================      ===============        ================      ================

    DILUTED                                      7,651,828            7,619,587               7,648,400             7,844,987
                                           ================      ===============        ================      ================
</TABLE>

                    See Notes to Consolidated Financial Statements.

<PAGE>


                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Three Months Ended                   Nine Months Ended
                                                           March 31,                            March 31,
                                                     2000             1999               2000           1999
                                                 -----------      -----------         ----------      ---------
<S>                                             <C>              <C>                <C>              <C>
NET INCOME                                           $7,845           $1,265             $9,601         $4,310

OTHER COMPREHENSIVE INCOME,
   BEFORE TAX:

  Foreign currency translation adjustments             (487)            (193)                97           (586)

                                                 -----------      -----------         ----------      ---------
OTHER COMPREHENSIVE INCOME,
  BEFORE TAX                                         $7,358           $1,072             $9,698         $3,724

INCOME TAX EXPENSE RELATED
   TO ITEMS OF OTHER
   COMPREHENSIVE INCOME                                  -               -                  -              -


                                                 -----------      -----------         ----------      ---------
OTHER COMPREHENSIVE INCOME,
   NET OF TAX                                        $7,358           $1,072             $9,698         $3,724
                                                 ===========      ===========         ==========      =========
</TABLE>

                 See Notes to Consolidated Financial Statements.


<PAGE>



                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                           Nine Months Ended
                                                                                               March 31,
                                                                                  2000                            1999
                                                                           ----------------                ----------------
<S>                                                                      <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                                     $9,601                          $4,310
     Adjustments to reconcile net income to
       net cash provided by operating activities:
                 Depreciation and amortization                                      10,672                          10,421
                 Minority interest in net income of subsidiaries                       (19)                            106
                 Loss (Gain) on disposal of capital assets                              98                            (185)
                 Gain on termination of interest rate swap agreement                  (681)                              -
                 Deferred income taxes                                              (8,228)                            305
                 Changes in assets and liabilities (exclusive of
                   effects of acquired companies):
                   Receivables                                                      (4,704)                          7,396
                   Inventories                                                       3,719                          (2,626)
                   Other current assets                                             (7,540)                         (6,122)
                   Accounts payable                                                  2,950                           2,734
                   Accrued expenses                                                  5,574                          (2,792)
                   Postretirement obligation other
                     than pension                                                      643                             449
                   Other                                                            (1,738)                          1,182
                                                                           ----------------                ----------------
                                 Cash provided by operating activities              10,347                          15,178
                                                                           ----------------                ----------------


CASH FLOWS FROM INVESTING ACTIVITIES:

     Capital expenditures                                                          (14,951)                        (16,903)
     Payment for purchase of net assets of subsidiaries,
         net of cash acquired                                                         (887)                         (7,396)
     Proceeds from sale of capital assets                                              267                           1,662
     Payment for investment in unconsolidated subsidiary                                 -                            (150)

                                                                           ----------------                ----------------
                                 Cash used in investing activities                 (15,571)                        (22,787)
                                                                           ----------------                ----------------


CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of common stock, net of costs                              183                             193
     Payment for repurchase of common stock                                              -                          (6,048)
     Payment for purchase of stock in subsidiaries                                  (2,557)                           (405)
     Proceeds from issuance of long-term obligations                                35,000                               -
     Payments on long-term obligations                                             (41,069)                         (4,510)
     Capitalized financing costs paid                                                 (525)                              -
     Termination of interest rate swap agreement                                     1,238                               -
     Net borrowings under revolving loan notes                                      11,563                          20,150

                                                                           ----------------                ----------------
                                 Cash provided by financing activities               3,833                           9,380


EFFECT OF EXCHANGE RATE ON CASH                                                         59                            (177)

                                                                           ----------------                ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (1,332)                          1,594

CASH AND CASH EQUIVALENTS, Beginning of period                                       4,222                           9,336

                                                                           ----------------                ----------------
CASH AND CASH EQUIVALENTS, End of period                                            $2,890                         $10,930
                                                                           ================                ================
</TABLE>
                                 See Notes to Consolidated Financial Statements.

<PAGE>


                  ATCHISON CASTING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         1.       Accounting Policies and Basis of Presentation

                  The unaudited consolidated financial statements should be read
                  in conjunction with the consolidated financial statements of
                  the Company for the year ended June 30, 1999, as included in
                  the Company's 1999 Annual Report to Stockholders.

                  The accompanying unaudited consolidated financial statements
                  include all adjustments (consisting only of normal recurring
                  accruals) which, in the opinion of management, are necessary
                  for a fair presentation of financial position, results of
                  operations and cash flows. Results of operations for interim
                  periods are not necessarily indicative of results to be
                  expected for a full year.

                  Certain March 31, 1999 amounts have been reclassified to
                  conform with March 31, 2000 classifications.

         2.       Summary of Significant Accounting Policies

                  PRODUCT WARRANTIES - The Company provides for estimated
                  product warranty costs based on historical experience at the
                  time the product is sold and accrues for specific items at the
                  time their existence is known and the amounts are
                  determinable.

                  DEFERRED FINANCING COSTS - Costs incurred in connection with
                  obtaining or amending financing are capitalized and amortized
                  over the remaining term of the related debt instrument on a
                  method approximating the interest method.

                  FOREIGN CURRENCY TRANSLATION - Assets and liabilities of
                  foreign subsidiaries are translated into U.S. dollars at the
                  rate of exchange at the balance sheet date. Revenues and
                  expenses are translated into U.S. dollars at average monthly
                  exchange rates prevailing during the year. Resulting
                  translation adjustments are recorded in the accumulated
                  foreign currency translation adjustment account, which is a
                  component of other comprehensive income and a separate
                  component of stockholders' equity. Foreign currency
                  transaction gains and losses are included in the results of
                  operations as incurred.

                  LONG-LIVED ASSETS - The Company periodically evaluates the
                  carrying value of long-lived assets to be held and used,
                  including goodwill and other intangible assets, when events
                  and


<PAGE>


                  circumstances warrant such a review. The carrying value of
                  a long-lived asset is considered impaired when the anticipated
                  undiscounted cash flow from such asset is separately
                  identifiable and is less than its carrying value. In that
                  event, a loss is recognized based on the amount by which the
                  carrying value exceeds the fair market value of the long-lived
                  asset.

         3.        Inventories

<TABLE>
<CAPTION>
                                                            As of
                                               --------------------------------
                                               March 31,               June 30,
                                                  2000                   1999
                                                  ----                   ----
                                                         (Thousands)
                <S>                            <C>                     <C>
                Raw materials                  $   9,826               $  10,414
                Work-in-process                   37,242                  41,431
                Finished goods                    14,303                  12,736
                Deferred supplies                  4,172                   4,196
                                               ---------               ---------
                                               $  65,543               $  68,777
                                               =========               =========
</TABLE>

         4.       Income Taxes

                  The provision for income taxes consisted of:

<TABLE>
<CAPTION>
                                                   Nine Months Ended
                                                       March 31,
                                               2000                   1999
                                               ----                   ----
                                                      (Thousands)
              <S>                             <C>                   <C>
              Current:
                  Domestic                    $    816              $  1,737
                  Foreign                        1,237                 1,355
                                              --------              --------
                                              $  2,053              $  3,092

              Deferred:
                  Domestic                    $ (7,746)             $    131
                  Foreign                         (482)                  174
                                              --------              --------
                                              $ (8,228)             $    305
                                              --------              --------
              Total                           $ (6,175)             $  3,397
                                              ========              ========

</TABLE>

                  The Company has recorded a $7.8 million deferred income tax


<PAGE>


                  benefit in fiscal 2000 with respect to the reinvestment of
                  certain flood insurance proceeds received in 1995 and 1996.
                  The Company recorded pretax gains of approximately $20.1
                  million in 1995 and 1996 related to insurance proceeds
                  resulting from flood damage to the Company's Atchison, Kansas
                  foundry in July 1993. For federal income tax purposes, the
                  Company treated the flood as an involuntary conversion event
                  under the Internal Revenue Code ("Code") and related Treasury
                  Regulations.

                  The Code provides generally that if certain conditions are
                  met, gains on insurance proceeds from an involuntary
                  conversion are not taxable if the proceeds are reinvested in
                  qualified replacement property within two years after the
                  close of the first taxable year in which any part of the
                  conversion gain is realized. The Company believed that its
                  treatment of certain foundry subsidiary stock acquisitions as
                  qualified replacement property was subject to potential
                  challenge by the Internal Revenue Service ("Service") in 1996
                  (the first year in which involuntary conversion gain was
                  realized for federal income tax purposes). The Company
                  recorded income tax expense on the insurance gains in 1996
                  pending review of its position by the Service or the
                  expiration of the statute of limitations under the Code for
                  the Service to assess income taxes with respect to the
                  Company's position.

                  The Company's treatment of certain foundry subsidiary stock
                  acquisitions as qualified replacement property creates
                  differing basis in the foundry subsidiary stock for financial
                  statement and tax purposes. These differences have not been
                  recognized as taxable temporary differences under Statement of
                  Financial Accounting Standards No. 109, "Accounting for Income
                  Taxes," since the subsidiary basis differences can be
                  permanently deferred through subsidiary mergers or tax-free
                  liquidations. On March 15, 2000, the statute of limitations
                  for the Service to assess taxes with respect to the Company's
                  position expired. The deferred taxes recorded in the
                  consolidated financial statements in prior years were no
                  longer required.


<PAGE>


         5.       Additional Cash Flow Information

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                           March 31,
                                                      2000               1999
                                                      ----               ----
                                                          (Thousands)
                 <S>                                 <C>               <C>
                 Cash paid during the period for:
                   Interest                          $  7,274          $  6,677
                                                     ========          ========
                   Income Taxes                      $  1,674          $  5,074
                                                     ========          ========
</TABLE>

                  During the third quarter of fiscal 2000 the Company
                  capitalized $8,000 of interest expense related to
                  construction-in-progress.

         6.       Earnings Per Share

                  Following is a reconciliation of basic and diluted EPS for the
                  three-month and nine-month periods ended March 31, 2000 and
                  1999, respectively.


<PAGE>


<TABLE>
<CAPTION>

FOR THE THREE MONTHS ENDED MARCH 31, 2000
-----------------------------------------

                                                                  Weighted
                                                                  Average            Earnings
                                               Net Income          Shares            Per Share
                                              ------------       ----------          ---------
<S>                                           <C>                <C>                 <C>
Basic EPS
  Income available to
     common stockholders                       $ 7,845,000        7,651,746          $ 1.03
Effect of Dilutive Securities
   Options                                                               82
                                              ------------       ----------          ------
Diluted EPS                                    $ 7,845,000        7,651,828          $ 1.03
                                              ============       ==========          ======

FOR THE THREE MONTHS ENDED MARCH 31, 1999
-----------------------------------------

                                                                  Weighted
                                                                  Average            Earnings
                                               Net Income          Shares            Per Share
                                              ------------       ---------           ---------
Basic EPS
  Income available to
     common stockholders                       $ 1,265,000     7,619,587             $ 0.17
Effect of Dilutive Securities
   Options                                                             -
                                              ------------    ----------             ------
Diluted EPS                                    $ 1,265,000     7,619,587             $ 0.17
                                              ============    ==========             ======

FOR THE NINE MONTHS ENDED MARCH 31, 2000
----------------------------------------

                                                                  Weighted
                                                                  Average            Earnings
                                               Net Income          Shares            Per Share
                                              ------------       ----------          ---------
Basic EPS
  Income available to
     common stockholders                       $ 9,601,000        7,644,269          $ 1.26
Effect of Dilutive Securities
   Options                                                            4,131
                                              ------------       ----------          ------
Diluted EPS                                    $ 9,601,000        7,648,400          $ 1.26
                                              ============       ==========          ======

FOR THE NINE MONTHS ENDED MARCH 31, 1999
----------------------------------------

                                                                  Weighted
                                                                  Average            Earnings
                                               Net Income          Shares            Per Share
                                              ------------       ----------          ---------
Basic EPS
  Income available to
     common stockholders                       $ 4,310,000        7,844,987          $ 0.55
Effect of Dilutive Securities
   Options                                                                -
                                              ------------       ----------          ------
Diluted EPS                                    $ 4,310,000        7,844,987          $ 0.55
                                              ============       ==========          ======
</TABLE>


<PAGE>


         7.       Jahn Foundry Corp. Industrial Accident

                  An accident, involving an explosion and fire, occurred on
                  February 25, 1999, at Jahn, a wholly-owned subsidiary of the
                  Company located in Springfield, Massachusetts. Nine employees
                  were seriously injured and there have been three fatalities.
                  The damage was confined to the shell molding area and boiler
                  room. The other areas of the foundry are operational. Molds
                  are currently being produced at other foundries as well as
                  Jahn while the repairs are made. The new shell molding
                  department is scheduled to be in operation this summer.

                  The Company carries insurance for property and casualty
                  damages (over $475 million of coverage), business interruption
                  (approximately $115 million of coverage), general liability
                  ($51 million of coverage) and workers' compensation (up to
                  full statutory liability) for itself and its subsidiaries. The
                  Company recorded charges of $450,000 ($750,000 before tax)
                  during the third quarter of fiscal 1999, primarily reflecting
                  the deductibles under the Company's various insurance
                  policies. At this time there can be no assurance that the
                  Company's ultimate costs and expenses resulting from the
                  accident will not exceed available insurance coverage by an
                  amount which could be material to its financial condition or
                  results of operations.

                  A civil action has been commenced in Massachusetts state court
                  on behalf of the estates of deceased workers, their families,
                  injured workers and their families, against the supplier of a
                  chemical compound used in Jahn's manufacturing process.
                  Counsel for the plaintiffs informally have indicated a desire
                  to explore whether any facts would support adding the Company
                  to that litigation as a jointly and severally liable
                  defendant. The supplier of the chemical compound, Borden
                  Chemical, Inc., filed a Third Party Complaint against Jahn in
                  Massachusetts State Court on February 2, 2000 seeking
                  indemnity for any liability it has to the plaintiffs in the
                  civil action. The Company's comprehensive general liability
                  insurance carrier has retained counsel on behalf of Jahn and
                  the Company and is aggressively defending Jahn in the Third
                  Party Complaint, as well as monitoring the situation on behalf
                  of the Company. It is too early to assess the potential
                  liability to Jahn for the Third Party Complaint and the
                  potential liability to the Company for any claim, which in any
                  event the Company would aggressively defend. Plaintiff's
                  counsel has informally raised the possibility of seeking to
                  make a double recovery under the workers' compensation policy
                  in force for


<PAGE>


                  Jahn, contending that there was willful misconduct on Jahn's
                  part leading to the accident. Such recovery, if pursued and
                  made, would be of a material nature. It is too early to
                  assess the potential liability for such a claim, which in any
                  event Jahn would aggressively defend.

                  The Company, its property insurance carrier and its insurance
                  broker dispute the amount of property insurance available for
                  property damages suffered in this accident. It is too early in
                  the process of calculating the loss to estimate the amount in
                  dispute. Management believes that the probability of any loss
                  resulting from the disputed property insurance coverage is
                  remote. The Company currently believes this dispute will be
                  resolved during fiscal 2001. If this dispute cannot be
                  resolved amicably, the Company would vigorously pursue its
                  remedies against both parties.

                  Following the accident, OSHA conducted an investigation of the
                  accident. On August 24, 1999, OSHA issued a citation
                  describing violations of the Occupational Safety and Health
                  Act of 1970, which primarily related to housekeeping,
                  maintenance and other specific, miscellaneous items. Neither
                  of the two violations specifically addressing conditions
                  related to the explosion and fire were classified as serious
                  or willful. Without admitting any wrongdoing, Jahn entered
                  into a settlement with OSHA that addresses the alleged work
                  place safety issues and agreed to pay $148,500 in fines.

         8.       New Accounting Pronouncements

                  In September 1999, the Emerging Issue Task Force (EITF) of the
                  American Institute of Certified Public Accountants issued EITF
                  99-5, "Accounting for Pre-Production Costs Related to
                  Long-Term Supply Arrangements". The guidance in EITF 99-5 is
                  effective for design and development costs incurred after
                  December 31, 1999. The Company has evaluated the guidance in
                  EITF 99-5 and has determined that the adoption of EITF 99-5
                  will not have a material effect on the Company's financial
                  position, results of operations or cash flows.

         9.       Sixth Amendment to the Amended and Restated Credit Agreement
                  and the Note Purchase Agreement

                  On February 15, 2000, the Company and its lenders and the
                  insurance company holding the Company's $20 million aggregate
                  principal amount of unsecured senior notes (the "Notes")
                  entered into the Sixth Amendments (the "Sixth


<PAGE>


                  Amendments") to the Credit Agreement and the Note Purchase
                  Agreement. Together with the GECC term loan, the Sixth
                  Amendments provided for the perfection of a security interest
                  in favor of GECC, the lenders under the Credit Agreement and
                  the holder of the Notes in substantially all of the Company's
                  assets other than real estate.

         10.      Seventh Amendment and Waiver to the Amended and Restated
                  Credit Agreement

                  On May 1, 2000, the Company and its lenders entered into the
                  Seventh Amendment and Waiver (the "Seventh Amendment") to the
                  Credit Agreement. The Seventh Amendment provides, among other
                  things, for a waiver of compliance by the Company with the
                  Cash Flow Leverage Ratio covenant through July 1, 2000. The
                  Cash Flow Leverage Ratio covenant required the Company to
                  maintain a ratio of total debt to earnings before interest,
                  taxes, depreciation and amortization of no greater than 3.2.
                  Absent the waiver, the Company would not have been in
                  compliance with the Cash Flow Leverage Ratio.

         11.      Termination of Interest Rate Swap Agreement

                  At June 30, 1999, the Company had two interest rate swap
                  agreements outstanding with a combined notional amount of
                  $52.1 million under which the Company paid fixed rates of
                  interest and received floating rates of interest over the term
                  of the interest rate swap agreements, without the exchange of
                  the underlying notional amounts. The interest rate swap
                  agreements effectively convert a portion of the Company's
                  outstanding indebtedness from a floating rate obligation to a
                  fixed rate obligation. The fair value of the $52.1 million of
                  interest rate swap agreements outstanding at June 30, 1999 was
                  $897,000. The fair value of the interest rate swap agreements
                  was not recognized in the Consolidated Financial Statements at
                  that time since the agreements were accounted for as hedges.

                  Additionally, as of June 30, 1999, the Company had $696,000 of
                  deferred loss included in other assets. This amount related to
                  the termination of the Company's combined interest currency
                  swap (CIRCUS). The CIRCUS, which was terminated in September
                  1998, was originally designated as a hedge of interest rates
                  on the Company's term loan under its bank credit facility. The
                  loss deferred in September 1998 was being amortized over the
                  remaining term of the Company's term loan under it bank credit
                  facility. Amortization expense recorded in


<PAGE>


                  fiscal 1999 and for the six-months ended December 31, 1999
                  was $204,000 and $139,000, respectively. Amortization recorded
                  in the second quarter of fiscal 2000 was $68,000. Amortization
                  of the deferred loss was recorded as additional interest
                  expense.

                  On December 29, 1999, when the Company retired the term loan
                  under its bank credit facility, it also terminated an interest
                  rate swap agreement with a notional amount of $35.7 million.
                  This termination and the retirement of the term loan resulted
                  in a gain of $1.2 million, which was recorded as other income.
                  Additionally, the retirement of the term loan triggered the
                  recognition of $557,000 of loss, which represents the
                  remaining unamortized loss on the CIRCUS. This loss was
                  recorded as a reduction of other income.

                  At March 31, 2000, the Company has one interest rate swap
                  agreement outstanding with a notional amount of $15 million,
                  under which the Company pays a fixed rate of interest and
                  receives a floating rate of interest over the remaining term
                  of the agreement. This agreement is designated as a hedge of
                  the Company's revolving credit facility.


<PAGE>


ITEM 2.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS:

Net sales for the third quarter of fiscal 2000 were $124.7 million, representing
an increase of $5.2 million, or 4.4%, from net sales of $119.5 million in the
third quarter of fiscal 1999. The Company's Fonderie d'Autun ("Autun")
operation, acquired by the Company on February 25, 1999, generated net sales of
$3.9 million in the third quarter of fiscal 2000, compared to $1.2 million in
the third quarter of fiscal 1999.

Excluding net sales generated by Autun, net sales for the third quarter of
fiscal 2000 were $120.8 million, representing an increase of $2.5 million, or
2.1%, from net sales of $118.3 million in the third quarter of fiscal 1999. This
2.1% increase in net sales was due primarily to increases in net sales to the
steel and power generation markets, partially offset by a decrease in net sales
to the rail market.

Net sales for the first nine months of fiscal 2000 were $350.1 million,
representing a decrease of $9.0 million, or 2.5%, from net sales of $359.1
million in the first nine months of fiscal 1999. The operations acquired by the
Company in fiscal 1999 generated net sales of $16.7 million and $29.9 million in
the first nine months of fiscal 1999 and fiscal 2000, respectively, as follows:

<TABLE>
<CAPTION>

                                                                              FY 99 First Nine        FY 00 First Nine
                                                                                   Months                 Months
Operation                                                  Date Acquired          Net Sales              Net Sales
---------                                                  -------------          ---------              ---------
<S>                                                       <C>                 <C>                     <C>
London Precision Machine & Tool Ltd.                      09 / 01 / 98            $15.5 million          $16.0 million
Fonderie d'Autun                                          02 / 25 / 99              1.2 million           13.9 million
</TABLE>

Excluding net sales generated by the operations acquired in fiscal 1999, net
sales for the first nine months of fiscal 2000 were $320.2 million, representing
a decrease of $22.2 million, or 6.5%, from net sales of $342.4 million in the
first nine months of fiscal 1999. This 6.5% decrease in net sales was due
primarily to decreases in net sales to the offshore oil and gas, mining and
steel markets, partially offset by increases in net sales to the rail and
military markets. Sheffield's net sales for the first nine months of fiscal 2000
decreased $16.7 million from net sales in the first nine months of fiscal 1999.
In addition to the weak market conditions, net sales have also been impacted by
the bankruptcy of a major customer at the Company's PrimeCast, Inc.
("PrimeCast") subsidiary. Through fiscal 2000, PrimeCast has aggressively worked
at replacing the volume lost from Beloit Corporation, which filed for bankruptcy
in June 1999. For the first nine months of fiscal 2000, PrimeCast's net sales
were $18.2 million compared to net sales of $22.4 million in the first nine
months of fiscal 1999. Of this $4.2 million decrease, $2.6 million represented
decreased net sales to Beloit Corporation.


<PAGE>


Gross profit for the third quarter of fiscal 2000 decreased by $3.8 million, or
21.7%, to $13.7 million, or 11.0% of net sales, compared to $17.5 million, or
14.7% of net sales, for the third quarter of fiscal 1999. Gross profit for the
first nine months of fiscal 2000 decreased by $8.8 million, or 17.5%, to $41.4
million, or 11.8% of net sales, compared to $50.2 million, or 14.0% of net
sales, for the first nine months of fiscal 1999. The decrease in gross profit
and gross profit as a percentage of net sales was primarily due to lower net
sales and reduced absorption of overhead at the Company's subsidiaries which
primarily serve the mining, offshore oil and gas and steel markets, and the
launching of new products to replace lost volume. The largest impact of these
weak market conditions was at Sheffield, where its gross profit for the third
quarter of fiscal 2000 decreased by $3.5 million to 5.4% of net sales, compared
to 16.5% of net sales for the third quarter of fiscal 1999. Sheffield's gross
profit for the first nine months of fiscal 2000 decreased by $6.8 million to
9.3% of net sales, compared to 14.4% of net sales for the first nine months of
fiscal 1999.

The bankruptcy of a major customer at PrimeCast and, with a lesser impact, the
loss of a major customer at Claremont Foundry, Inc. have also had a negative
effect on gross profit. Lower sales volume, coupled with the costs of developing
new customers and training employees on new work has resulted in lower gross
profits at these operations. PrimeCast's gross profit for the first nine months
decreased by $2.3 million from a gross profit of $2.0 million for the first nine
months of fiscal 1999. The Company continues to review several options to
restore profitability to these operations.

Selling, general and administrative expense ("SG&A") for the third quarter of
fiscal 2000 was $11.0 million, or 8.8% of net sales, compared to $12.7 million,
or 10.6% of net sales, in the third quarter of fiscal 1999. For the first nine
months of fiscal 2000, SG&A was $32.0 million, or 9.1% of net sales, compared to
$35.3 million, or 9.8% of net sales, for the first nine months of fiscal 1999.
The decrease in SG&A expense is primarily due to the consolidation of four
operating units into two at the Company's Sheffield subsidiary.

Other income for the first nine months of fiscal 2000 was $681,000 ($406,000
after tax). This $681,000 reflects a net gain on the termination of interest
rate swap agreements. The net gain was triggered by the Company's early
retirement of a term loan (see Footnote 11 of Notes to Consolidated Financial
Statements).

The Company has recorded intangible assets, consisting of goodwill, in
connection with certain of the Company's acquisitions. Amortization of these
assets for the third quarter of fiscal 2000 was expense of $375,000, or 0.3% of
net sales, as compared to $373,000, or 0.3% of net sales, in the third quarter
of fiscal 1999. Amortization of these assets for the first nine months of fiscal
2000 was expense of $1.1 million, or 0.3% of net sales, as compared to $1.1
million, or 0.3% of net sales, in the first nine months of fiscal 1999. The
Company has also recorded a liability, consisting of the excess of acquired net
assets over cost ("negative goodwill"), in connection with the acquisitions of
Canadian Steel Foundries Ltd. ("Canadian Steel") and Autun. The amortization of
negative goodwill was a credit to income in the third quarter of fiscal 2000 of
$443,000, or 0.4% of net sales, as compared to $139,000, or 0.1% of net sales,
in the third quarter


<PAGE>


of fiscal 1999. Amortization of negative goodwill was a credit to income in the
first nine months of fiscal 2000 of $1.5 million, or 0.4% net sales, as compared
to $256,000, or 0.2% of net sales, in the first nine months of fiscal 1999.

Interest expense for the third quarter of fiscal 2000 increased to $2.4 million,
or 1.9% of net sales, from $2.2 million or 1.8% of net sales, in the third
quarter of fiscal 1999. For the first nine months of fiscal 2000, interest
expense increased to $7.0 million, or 2.0% of net sales, from $6.3 million, or
1.8% of net sales, in the first nine months of fiscal 1999. The increase in
interest expense primarily reflects an increase in the average amount of
outstanding indebtedness.

The Company has recorded a $7.8 million deferred income tax benefit in fiscal
2000 with respect to the reinvestment of certain flood insurance proceeds
received in 1995 and 1996. The Company recorded pretax gains of approximately
$20.1 million in 1995 and 1996 related to insurance proceeds resulting from
flood damage to the Company's Atchison, Kansas foundry in July 1993. For federal
income tax purposes, the Company treated the flood as an involuntary conversion
event under the Internal Revenue Code ("Code") and related Treasury Regulations.

The Code provides generally that if certain conditions are met, gains on
insurance proceeds from an involuntary conversion are not taxable if the
proceeds are reinvested in qualified replacement property within two years after
the close of the first taxable year in which any part of the conversion gain is
realized. The Company believed that its treatment of certain foundry subsidiary
stock acquisitions as qualified replacement property was subject to potential
challenge by the Internal Revenue Service ("Service") in 1996 (the first year in
which involuntary conversion gain was realized for federal income tax purposes).
The Company recorded income tax expense on the insurance gains in 1996 pending
review of its position by the Service or the expiration of the statute of
limitations under the Code for the Service to assess income taxes with respect
to the Company's position.

The Company's treatment of certain foundry subsidiary stock acquisitions as
qualified replacement property creates differing basis in the foundry subsidiary
stock for financial statement and tax purposes. These differences have not been
recognized as taxable temporary differences under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," since the
subsidiary basis differences can be permanently deferred through subsidiary
mergers or tax-free liquidations. On March 15, 2000, the statute of limitations
for the Service to assess taxes with respect to the Company's position expired.
The deferred taxes recorded in the consolidated financial statements in prior
years were no longer required.

Excluding this $7.8 million deferred income tax benefit, income tax expense for
the third quarter and first nine months of fiscal 2000 reflected an effective
rate of approximately 64% and 45% respectively, which are higher than the
combined federal, state and provincial statutory rate because of the provision
for tax benefits at lower effective rates on losses at certain subsidiaries.
Income tax expense for the third quarter of fiscal 1999 reflected an effective
rate of approximately 46%. Income tax expense for the first


<PAGE>


nine months of fiscal 1999 reflected an effective rate of approximately 44%.
The Company's combined effective tax rate reflects the different federal, state
and provincial statutory rates of the various jurisdictions in which the Company
operates, and the proportion of taxable income earned in each of those tax
jurisdictions.

As a result of the foregoing, net income for the third quarter of fiscal 2000
was $7.8 million compared to net income of $1.3 million for the third quarter of
fiscal 1999. Net income for the first nine months of fiscal 2000 was $9.6
million compared to net income of $4.3 million for the first nine months of
fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operating activities for the first nine months of fiscal 2000
was $10.3 million, a decrease of $4.9 million from the first nine months of
fiscal 1999. This decrease was primarily attributable to increased working
capital requirements relating to increased accounts receivable balances.

Working capital was $87.9 million at March 31, 2000, as compared to $85.6
million at June 30, 1999. The increase primarily resulted from a reduction in
the current maturities of long-term obligations.

During the first nine months of fiscal 2000, the Company made capital
expenditures of $15.0 million, as compared to $16.9 million for the first nine
months of fiscal 1999. Included in the first nine months of fiscal 2000 were
capital expenditures of $3.6 million to rebuild the shell molding area and
boiler room damaged in the industrial accident on February 25, 1999 at Jahn
Foundry Corp. ("Jahn") (see below) and $2.4 million to expand Autun's product
line capabilities in the manufacture of gray and ductile iron castings. Included
in the first nine months of fiscal 1999 were capital expenditures of $2.1
million on upgrading the 1,500 ton forging press to 2,500 tons at Sheffield. The
balance of capital expenditures in both periods were used for routine projects
at each of the Company's facilities.

On August 12, 1998, the Company announced that its Board of Directors had
authorized a stock repurchase program of up to 1.2 million common shares of its
then outstanding 8.2 million common shares. Through February 18, 2000, the
Company had repurchased 586,700 shares at a cost of $6.0 million. On February
18, 2000, the Board of Directors terminated the stock repurchase program.

Total indebtedness of the Company at March 31, 2000 was $118.9 million, as
compared to $113.4 million at June 30, 1999. This increase of $5.5 million
primarily reflects borrowings of $1.8 million to purchase the remaining 10% of
London Precision's outstanding capital stock and to fund the Company's capital
expenditure programs. At March 31, 2000, $10.5 million was available for
borrowing under the Company's revolving credit facility.

An accident, involving an explosion and fire, occurred on February 25, 1999, at
Jahn, a wholly-owned subsidiary of the Company located in Springfield,
Massachusetts. Nine


<PAGE>


employees were seriously injured and there have been three fatalities. The
damage was confined to the shell molding area and boiler room. The other areas
of the foundry are operational. Molds are currently being produced at other
foundries as well as Jahn while the repairs are made. The new shell molding
department is scheduled to be in operation this summer.

The Company carries insurance for property and casualty damages (over $475
million of coverage), business interruption (approximately $115 million of
coverage), general liability ($51 million of coverage) and workers' compensation
(up to full statutory liability) for itself and its subsidiaries. The Company
recorded charges of $450,000 ($750,000 before tax) during the third quarter of
fiscal 1999, primarily reflecting the deductibles under the Company's various
insurance policies. At this time there can be no assurance that the Company's
ultimate costs and expenses resulting from the accident will not exceed
available insurance coverage by an amount which could be material to its
financial condition or results of operations.

A civil action has been commenced in Massachusetts state court on behalf of the
estates of deceased workers, their families, injured workers and their families,
against the supplier of a chemical compound used in Jahn's manufacturing
process. Counsel for the plaintiffs informally have indicated a desire to
explore whether any facts would support adding the Company to that litigation as
a jointly and severally liable defendant. The supplier of the chemical compound,
Borden Chemical, Inc., filed a Third Party Complaint against Jahn in
Massachusetts State Court on February 2, 2000 seeking indemnity for any
liability it has to the plaintiffs in the civil action. The Company's
comprehensive general liability insurance carrier has retained counsel on behalf
of Jahn and the Company and is aggressively defending Jahn in the Third Party
Complaint, as well as monitoring the situation on behalf of the Company. It is
too early to assess the potential liability to Jahn for the Third Party
Complaint and the potential liability to the Company for any claim, which in any
event the Company would aggressively defend. Plaintiff's counsel has informally
raised the possibility of seeking to make a double recovery under the workers'
compensation policy in force for Jahn, contending that there was willful
misconduct on Jahn's part leading to the accident. Such recovery, if pursued and
made, would be of a material nature. It is too early to assess the potential
liability for such a claim, which in any event Jahn would aggressively defend.

The Company, its property insurance carrier and its insurance broker dispute the
amount of property insurance available for property damages suffered in this
accident. It is too early in the process of calculating the loss to estimate the
amount in dispute. Management believes that the probability of any loss
resulting from the disputed property insurance coverage is remote. The Company
currently believes this dispute will be resolved during fiscal 2001. If this
dispute cannot be resolved amicably, the Company would vigorously pursue its
remedies against both parties.

Following the accident, OSHA conducted an investigation of the accident. On
August 24, 1999, OSHA issued a citation describing violations of the
Occupational Safety and Health Act of 1970, which primarily related to
housekeeping, maintenance and other specific, miscellaneous items. Neither of
the two violations specifically


<PAGE>


addressing conditions related to the explosion and fire were classified as
serious or willful. Without admitting any wrongdoing, Jahn entered into a
settlement with OSHA that addresses the alleged work place safety issues and
agreed to pay $148,500 in fines.

On August 20, 1999, the Company and its lenders entered into the Third Amendment
to the Amended and Restated Credit Agreement (the "Credit Agreement"). This
amendment provides that the Company's subsidiary, Autun, is not subject to the
provisions governing subsidiary indebtedness. It further provides that the
Company and its subsidiaries may not make any investment in Autun and the
Company must exclude Autun's results in the calculation of various financial
covenants.

On October 20, 1999, the Company and the insurance company holding the Company's
$20 million aggregate principal amount of unsecured, senior notes (the "Notes")
entered into the Fourth Amendment to the Note Purchase Agreement. This amendment
provides that the Company's subsidiary, Autun, is not subject to the provisions
governing subsidiary indebtedness. It further provides that the Company and its
subsidiaries may not make any investment in Autun and the Company must exclude
Autun's results in the calculation of various financial covenants.

On November 5, 1999, the Company and its lenders entered into the Fourth
Amendment and Waiver (the "Fourth Amendment") to the Credit Agreement. The
Fourth Amendment provided, among other things, that the Company maintain a ratio
of earnings before interest, taxes and amortization to fixed charges ("Fixed
Charge Coverage Ratio") of at least 1.10 on December 31, 1999, increasing to
1.25 on July 1, 2000, if the Company incurs at least $20 million of subordinated
debt by January 31, 2000. If the Company did not obtain a commitment for the
private placement of at least $20 million of subordinated debt by December 15,
1999, the Fourth Amendment provided that (1) the Company maintain a Fixed Charge
Coverage Ratio of at least 1.10 on December 31, 1999, increasing to 1.25 on
March 31, 2000 and 1.50 on March 31, 2001, (2) the fixed charges used in
calculating the Fixed Charge Coverage Ratio will include 15% of the aggregate
principal amount outstanding under the revolving credit facility after October
1, 1999 rather than after July 1, 2000, and (3) the Company will grant the
lenders under the Credit Agreement liens in the Company's assets by February 14,
2000. The Company was unable to obtain such a commitment by December 15, 1999.
The Fourth Amendment also provided that the Company must maintain a ratio of
consolidated total debt to total capitalization of not more than 55%. Absent the
Waiver, the Company would not have been in compliance with the Fixed Charge
Coverage Ratio.

On December 21, 1999, the Company and its lenders entered into the Fifth
Amendment (The "Fifth Amendment") to the Credit Agreement. The Fifth Amendment
provided that the Company may incur up to $35 million of indebtedness from
General Electric Capital Corporation or its assignees (the "GE Financing"). In
addition, the Fifth Amendment provided that (1) the bank revolving credit
facility will be increased from $70.0 million to $80.0 million through April 30,
2000, (2) the fixed charges used in calculating the Fixed Charge Coverage Ratio
will not include 15% of the aggregate principal amount


<PAGE>


outstanding under the revolving credit facility through June 30, 2000 and (3)
the Company will grant the lenders under the Credit Agreement liens in certain
of the Company's assets.

On December 21, 1999, the Company and the insurance company holding the Notes
entered into the Fifth Amendment to the Note Purchase Agreement. This amendment
provided that the Company may incur indebtedness through the GE Financing. This
amendment further provided that (1) the Company must maintain a ratio of
consolidated total debt to total capitalization of not more than 55%, (2) the
Company maintain a Fixed Charge Coverage Ratio of at least 1.10 on December 31,
1999, increasing to 1.25 on March 31, 2000 and 1.50 on March 31, 2001 and (3)
the fixed charges used in calculating the Fixed Charge Coverage Ratio will not
include 15% of the aggregate principal amount outstanding under the revolving
credit facility through June 30, 2000.

On December 29, 1999, the Company entered into a Master Security Agreement with
General Electric Capital Corporation ("GECC") and its assigns providing for a
term loan of $35.0 million. The term loan is secured by certain of the Company's
fixed assets, real estate, equipment, furniture and fixtures located in
Atchison, Kansas and St. Joseph, Missouri, matures in December 2004, and bears
interest at a fixed rate of 9.05%. On December 29, 1999 the proceeds of the term
loan, together with borrowings under the Company's revolving credit facility,
were used to retire the $35.7 million of outstanding indebtedness under the
Company's term loan under its bank credit facility.

On February 15, 2000, the Company, its lenders and the holder of the Notes
entered into the Sixth Amendments (the "Sixth Amendments") to the Credit
Agreement and the Note Purchase Agreement. Together with the GECC term loan, the
Sixth Amendments provided for the perfection of a security interest in favor of
GECC, the lenders under the Credit Agreement and the holder of the Notes in
substantially all of the Company's assets other than real estate.

On May 1, 2000, the Company and its lenders entered into the Seventh Amendment
and Waiver (the "Seventh Amendment") to the Credit Agreement. The Seventh
Amendment provides, among other things, for a waiver of compliance by the
Company with the Cash Flow Leverage Ratio covenant through July 1, 2000. The
Cash Flow Leverage Ratio covenant requires the Company to maintain a ratio of
total debt to earnings before interest, taxes, depreciation and amortization of
no greater than 3.2. Absent the waiver, the Company would not have been in
compliance with the Cash Flow Leverage Ratio.

The Company is currently negotiating with another financial institution to
establish a new credit facility and is contemplating the issuance of senior
secured notes through a private placement, subject to market conditions. While
the Company believes that a new credit facility can be established or the
existing facility could be restructured, no assurance of completion of any of
these matters can be given. The Company believes that its operating cash flow
and amounts available for borrowing under the new credit facility when
established, the senior secured notes if issued and its existing revolving
credit facility will be adequate to fund its capital expenditure and working
capital


<PAGE>


requirements for the next 12 months. However, alternative financing arrangements
are routinely evaluated and the level of capital expenditure and working capital
requirements may be greater than currently anticipated as a result of the size
and timing of future acquisitions, or as a result of unforeseen expenditures
relating to compliance with environmental laws.

FORWARD-LOOKING STATEMENTS

The sections entitled "Liquidity and Capital Resources" and "Year 2000 Computer
Issues" contain forward-looking statements that involve a number of risks and
uncertainties. Forward-looking statements such as "expects," "intends,"
"contemplating" and statements pertaining to the adequacy of funding for capital
expenditure and working capital requirements for the next 12 months are not
historical in nature. Among the factors that could cause actual results to
differ materially from such forward-looking statements include: the completion
of a new credit facility or restructuring of the existing credit facility, the
size and timing of future acquisitions, business conditions and the state of the
general economy, particularly the capital goods industry and the markets served
by the Company, the strength of the U.S. dollar, Canadian dollar, British pound
and the Euro, interest rates, inflation, the availability of labor, the
successful conclusion of various union contract negotiations, the results of any
litigation arising out of the accident at Jahn, the competitive environment in
the casting industry and changes in laws and regulations that govern the
Company's business, particularly environmental regulations.


<PAGE>


ITEM 3.

                          DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative information about market risk was addressed in Item
7A of the Company's Form 10-K for the fiscal year ended June 30, 1999.

The Company's primary interest rate exposures relate to its cash and short-term
investments, fixed and variable rate debt and interest rate swaps, which are
mainly exposed to changes in short-term interest rates (e.g. USD LIBOR). The
potential loss in fair values is based on an immediate change in the net present
values of the Company's interest rate-sensitive exposures resulting from a 10%
change in interest rates. The potential loss in cash flows and earnings is based
on the change in the net interest income/expense over a one-year period due to
an immediate 10% change in rates. A hypothetical 10% change in interest rates
would have a material impact on the Company's earnings of approximately $200,000
and $400,000 in fiscal 1999 and the first nine months of fiscal 2000,
respectively.

The Company's exposure to fluctuations in currency rates against the British
pound and Canadian dollar result from the Company's holdings in cash and
short-term investments and its utilization of foreign currency forward exchange
contracts to hedge customer receivables and firm commitments. The potential loss
in fair values is based on an immediate change in the U.S. dollar equivalent
balances of the Company's currency exposures due to a 10% shift in exchange
rates versus the British pound and Canadian dollar. The potential loss in cash
flows and earnings is based on the change in cash flow and earnings over a
one-year period resulting from an immediate 10% change in currency exchange
rates versus the British pound and Canadian dollar. Based on the Company's
holdings of financial instruments at June 30, 1999 and March 31, 2000, a
hypothetical 10% depreciation in the British pound and the Canadian dollar
versus all other currencies would have a material impact on the Company's
earnings of approximately $2.7 million and $3.3 million in fiscal 1999 and the
first nine months of fiscal 2000, respectively. The Company's analysis does not
include the offsetting impact from its underlying hedged exposures (customer
receivables and firm commitments). If the Company included these underlying
hedged exposures in its sensitivity analysis, these exposures would
substantially offset the financial impact of its foreign currency forward
exchange contracts due to changes in currency rates.


<PAGE>


PART II

ITEM 1 - Legal Proceedings

                  An accident, involving an explosion and fire, occurred on
                  February 25, 1999, at Jahn, a wholly-owned subsidiary of the
                  Company located in Springfield, Massachusetts. Nine employees
                  were seriously injured and there have been three fatalities.
                  The damage was confined to the shell molding area and boiler
                  room. The other areas of the foundry are operational. Molds
                  are currently being produced at other foundries as well as
                  Jahn while the repairs are made. The new shell molding
                  department is scheduled to be in operation this summer.

                  The Company carries insurance for property and casualty
                  damages (over $475 million of coverage), business interruption
                  (approximately $115 million of coverage), general liability
                  ($51 million of coverage) and workers' compensation (up to
                  full statutory liability) for itself and its subsidiaries. The
                  Company recorded charges of $450,000 ($750,000 before tax)
                  during the third quarter of fiscal 1999, primarily reflecting
                  the deductibles under the Company's various insurance
                  policies. At this time there can be no assurance that the
                  Company's ultimate costs and expenses resulting from the
                  accident will not exceed available insurance coverage by an
                  amount which could be material to its financial condition or
                  results of operations.

                  A civil action has been commenced in Massachusetts state court
                  on behalf of the estates of deceased workers, their families,
                  injured workers and their families, against the supplier of a
                  chemical compound used in Jahn's manufacturing process.
                  Counsel for the plaintiffs informally have indicated a desire
                  to explore whether any facts would support adding the Company
                  to that litigation as a jointly and severally liable
                  defendant. The supplier of the chemical compound, Borden
                  Chemical, Inc., filed a Third Party Complaint against Jahn in
                  Massachusetts State Court on February 2, 2000 seeking
                  indemnity for any liability it has to the plaintiffs in the
                  civil action. The Company's comprehensive general liability
                  insurance carrier has retained counsel on behalf of Jahn and
                  the Company and is aggressively defending Jahn in the Third
                  Party Complaint, as well as monitoring the situation on behalf
                  of the Company. It is too early to assess the potential
                  liability to Jahn for the Third Party Complaint and the
                  potential liability to the Company for any claim, which in any
                  event the Company would aggressively defend. Plaintiff's
                  counsel has informally raised the possibility of seeking to
                  make a double recovery under the workers' compensation policy
                  in force for Jahn, contending that there was willful
                  misconduct on Jahn's part leading to the accident. Such
                  recovery, if pursued and made, would be of a material nature.
                  It is too early to assess the potential liability for such a
                  claim, which in any event Jahn would aggressively defend.


<PAGE>


ITEM 2 - Changes in Securities and Use of Proceeds

         Unregistered  Securities Transactions

         NOT APPLICABLE

ITEM 3 - Defaults Upon Senior Securities

         NOT APPLICABLE

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

         NOT APPLICABLE

ITEM 5 - Other Information

         NOT APPLICABLE

ITEM 6 - Exhibits and Reports of Form 8-K

         (A)      Exhibits

                  4.0      Long-term debt instruments of the Company in amounts
                           not exceeding 10% of the total assets of the Company
                           and its subsidiaries on a consolidated basis will be
                           furnished to the Commission upon request.

                  4.1      Sixth Amendment to the Amended and Restated Credit
                           Agreement dated as of February 15, 1999, among the
                           Company, the Banks party thereto, and Harris Trust
                           and Savings Bank, as Agent.

                  4.2      Sixth Amendment dated as of February 15, 2000 to the
                           Note Purchase Agreement dated July 29, 1994, between
                           the Company and Teachers Insurance and Annuity
                           Association of America

                  4.3      Seventh Amendment to the Amended and Restated Credit
                           Agreement dated as of May 1, 2000, among the Company,
                           the Banks party thereto, and Harris Trust and Savings
                           Bank, as Agent.

                  27       Financial Data Schedule

                  99       Valuation and Qualifying Accounts Schedule


<PAGE>


         (B)      Reports on Form 8-K

                  No reports on Form 8-K were filed by the Company during the
                  quarter ended March 31, 2000.


<PAGE>


                         * * * * * * * * * * * * * * * *

                                   SIGNATURES

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.

                                    ATCHISON CASTING CORPORATION
                                    ----------------------------
                                             (Registrant)

DATE: May 12, 2000                  /s/ HUGH H. AIKEN
                                    -----------------------------------------
                                    Hugh H. Aiken, Chairman of the
                                    Board, President and Chief
                                    Executive Officer

DATE: May 12, 2000                  /s/ KEVIN T. MCDERMED
                                    ------------------------------------------
                                    Kevin T. McDermed, Vice President, Chief
                                    Financial Officer, Treasurer and Secretary