<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 EXCHANGE ACT OF 1934

              For the quarterly period ended March 31, 1997

                                          OR
                                           
[   ]    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 1-12541

                             Atchison Casting Corporation
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)
                                           
           Kansas                             48-1156578
-------------------------------   ------------------------------------
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)


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 for the past 90 days.  Yes  X . No    .
                                                    ---     ---

    There were 5,540,422 shares of common stock, $.01 par value per share,
outstanding on April 25, 1997.

<PAGE>

                                        PART I


ITEM 1.  Financial Statements.

                       ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                               CONSOLIDATED BALANCE SHEETS

                                     (In Thousands)

<TABLE>
<CAPTION>

                                                             March 31,           June 30,
                                                                1997               1996
                                                          ---------------    ---------------


                    ASSETS
                  ----------

<S>                                                             <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents                                   $2,444             $7,731
    Customer accounts receivable, net of allowance for          40,366             32,224
      doubtful accounts of $331 and $295, respectively
    Inventories                                                 31,347             24,357
    Deferred income taxes                                        1,555              1,985
    Other current assets                                         2,251              1,968

                                                          ---------------    ---------------
             Total current assets                               77,963             68,265


PROPERTY, PLANT AND EQUIPMENT, Net                              91,023             72,160

INTANGIBLE ASSETS, Net                                          22,108             18,441

DEFERRED CHARGES, Net                                              347                440

OTHER ASSETS                                                     4,091              2,878


                                                          ---------------    ---------------
TOTAL                                                         $195,532           $162,184
                                                          ---------------    ---------------
                                                          ---------------    ---------------

</TABLE>

                  See Notes to Consolidated Financial Statements.

<PAGE>

                      ATCHISON CASTING CORPORATION AND SUBSIDIARIES

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

                                                      March 31,        June 30,
                                                         1997            1996
                                                     ----------       ----------
         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                    $11,322          $8,483
    Accrued expenses                                     25,179          22,583
    Current maturities of long-term obligations             946             780
                                                     ----------       ----------

           Total current liabilities                     37,447          31,846

LONG-TERM OBLIGATIONS                                    53,269          34,655

DEFERRED INCOME TAXES                                    14,723          12,686

OTHER LONG-TERM OBLIGATIONS                               1,680           1,207

EXCESS OF ACQUIRED NET ASSETS OVER COST, Net                741             922

POSTRETIREMENT OBLIGATION OTHER THAN PENSION              5,756           5,414

MINORITY INTEREST IN SUBSIDIARIES                         1,094             800

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                56              56
       authorized shares; 5,540,422 and 5,528,912
       shares issued and outstanding, respectively

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

     Additional paid-in capital                          42,325          42,159

     Retained earnings                                   38,886          32,712

     Minimum pension liability adjustment                  (293)           (293)

     Accumulated foreign currency translation              (152)             20
       adjustment                                    ----------       ----------
                                                         80,822          74,654

     Less shares held in treasury:
       Common stock, 36,002 shares, at cost                  -               -

                                                     ----------       ----------
           Total stockholders' equity                    80,822          74,654

                                                     ----------       ----------
TOTAL                                                  $195,532        $162,184
                                                     ----------       ----------
                                                     ----------       ----------

                  See Notes to Consolidated Financial Statements.


<PAGE>

                      ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF OPERATIONS
                            (In Thousands, Except Share Data)

<TABLE>
<CAPTION>

                                          Three Months Ended             Nine Months Ended
                                                March 31,                      March 31,
                                           1997           1996            1997           1996
                                        ----------     ----------       ----------     ----------

<S>                                        <C>            <C>             <C>            <C>
NET SALES                                  $66,313        $52,330         $176,933       $130,000

COST OF GOODS SOLD                          54,337         44,478          148,205        111,547
                                         ----------     ----------       ----------     ----------

GROSS PROFIT                                11,976          7,852           28,728         18,453


OPERATING EXPENSES:

  Selling, general and administrative        6,000          3,848           15,230         10,911

  Amortization of intangibles                  182            387              503          1,131

  Other income (Note 4)                                        (1)                        (10,282)

                                        ----------     ----------       ----------     ----------
     Total operating expenses                6,182          4,234           15,733          1,760


                                        ----------     ----------       ----------     ----------
OPERATING INCOME                             5,794          3,618           12,995         16,693

INTEREST EXPENSE                               937            784            2,400          2,056

MINORITY INTEREST IN NET INCOME                 77             64              111            137
   OF SUBSIDIARIES

                                        ----------     ----------       ----------     ----------
INCOME BEFORE TAXES                          4,780          2,770           10,484         14,500

INCOME TAXES                                 1,918          1,307            4,310          5,860

                                        ----------     ----------       ----------     ----------
NET INCOME                                  $2,862         $1,463           $6,174         $8,640
                                        ----------     ----------       ----------     ----------
                                        ----------     ----------       ----------     ----------


NET INCOME PER COMMON AND
  EQUIVALENT SHARES:                         $0.51          $0.27            $1.11          $1.57
                                        ----------     ----------       ----------     ----------
                                        ----------     ----------       ----------     ----------


WEIGHTED AVERAGE NUMBER OF
  COMMON AND EQUIVALENT
  SHARES OUTSTANDING:                    5,580,743      5,513,355        5,562,822      5,512,547
                                        ----------     ----------       ----------     ----------
                                        ----------     ----------       ----------     ----------

</TABLE>

         See Notes to Consolidated Financial Statements.


<PAGE>

                      ATCHISON CASTING CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF CASH FLOW
                                    (In Thousands)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                        March 31,
                                                               1997                1996
                                                            ----------          ----------

<S>                                                            <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                $6,174               $8,640
     Adjustments to reconcile net income to
       net cash from operating activities:
         Depreciation and amortization                          6,376                5,283
         Minority interest in net income of subsidiaries          111                  136
         Gain on disposal of capital assets                        (5)                  (2)
         Accretion of long-term obligations discount                                   131
         Deferred income taxes                                  1,020                1,565
         Changes in assets and liabilities:
           Receivables                                           (417)              (1,935)
           Inventories                                            740               (1,789)
           Other current assets                                   (53)                (841)
           Accounts payable                                       (44)               1,611
           Accrued expenses                                       148               (1,709)
           Post retirement obligation other
             than pension                                         342                  101
           Other                                                   42                    3
                                                            ----------          ----------
                  Cash provided by operating activities        14,434               11,194
                                                            ----------          ----------


CASH FLOWS FROM INVESTING ACTIVITIES:

     Capital expenditures                                      (9,594)              (8,892)
     Payment for purchase of net assets of subsidiaries,      (28,498)             (13,251)
         net of cash acquired of $142 and $1,778,
         respectively
     Proceeds from sale of capital assets                          15                    7
     Payment for investments in unconsolidated subsidiaries      (330)                 -
     Advances under subordinated note receivable                 (400)                 -
     Assets held for resale                                         1                 (319)
                                                            ----------          ----------
                  Cash used in investing activities           (38,806)             (22,455)
                                                            ----------          ----------


CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of common stock                       166                  461
     Proceeds from sale of minority interest in subsidiaries      183                   -
     Payments on long-term obligations                           (613)                (122)
     Net borrowings under revolving loan note                  18,073               14,460
     Capitalized financing costs paid                              -                  (150)
     Proceeds from issuance of long-term obligations            1,293                   -
                                                            ----------          ----------
                  Cash provided by financing activities        19,102               14,649


EFFECT OF EXCHANGE RATE ON CASH                                   (17)                  (2)
                                                            ----------          ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          ($5,287)              $3,386

CASH AND CASH EQUIVALENTS, Beginning of period                  7,731                  759
                                                            ----------          ----------

CASH AND CASH EQUIVALENTS, End of period                       $2,444               $4,145
                                                            ----------          ----------
                                                            ----------          ----------


CASH PAID DURING THE PERIOD FOR:

     Interest                                                  $2,817               $2,386
                                                            ----------          ----------
                                                            ----------          ----------

     Income taxes                                              $2,794               $6,661
                                                            ----------          ----------
                                                            ----------          ----------


SUPPLEMENTAL SCHEDULE OF NONCASH
   INVESTING AND FINANCING ACTIVITIES:

   Unexpended bond funds                                        ($473)
                                                            ----------
                                                            ----------

</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, 1996, as included in the Company's 1996 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, 1996 amounts have been reclassified to conform with March
31, 1997 classifications.

2.  Inventories
                                             As of
                                  ----------------------------

                                  March 31,           June 30,
                                    1997                1996     
                                  ---------           --------
                                           (Thousands)

    Raw materials                 $ 5,629             $  3,589
    Work-in-process                18,607               16,677
    Finished goods                  3,671                1,455
    Deferred supplies               3,440                2,636
                                  ---------           --------
                                  $31,347              $24,357
                                  ---------           --------
                                  ---------           --------

3.  Income Taxes

    The provision for income taxes consisted of:
    
                                           Nine Months Ended
                                                March 31,
                                           1997         1996
                                          ------      -------
                                              (Thousands)
         Current:
              Domestic                    $2,797      $ 4,563
              Foreign                        493         (268)
                                          ------      -------
                                          $3,290      $ 4,295

         Deferred:
              Domestic                    $1,020      $ 1,565
              Foreign                       ----         ----
                                          ------      -------
                                          $1,020      $ 1,565

                                          ------      -------
         Total                            $4,310      $ 5,860
                                          ------      -------
                                          ------      -------
 

<PAGE>

4.  Other Income
    
    The Company's fiscal 1996 first nine months results included $10.6 
million ($11.8 million before deduction of fees paid to consultants who 
assisted in the development of the claim and amounts recovered for the repair 
and replacement of property) of partial insurance payments recorded by the 
Company covering the period of July 1, 1994 through December 31, 1995.  These 
payments, by the Company's insurance carrier, resulted from the business 
interruption portion of the Company's insurance claim filed as a result of 
the July 1993 Missouri River flood.

5.  Acquisitions

    On October 1, 1996, the Company purchased all of the outstanding capital 
stock of Los Angeles Die Casting Inc. ("LA Die Casting"), a California 
corporation, for $8.8 million in cash.  LA Die Casting, located in Los 
Angeles, California, produces precision aluminum and zinc die castings for 
the computer, communications and recreation industries.  The Company financed 
this transaction with funds available under its revolving credit facility.

    On October 26, 1996, the Company purchased all of the outstanding capital 
stock of Canada Alloy Castings, Ltd. ("Canada Alloy") for $4.4 million (U.S.) 
in cash.  Canada Alloy, located in Kitchener, Ontario, produces stainless, 
carbon and alloy steel castings for a variety of markets, including power 
generation equipment, pulp and paper machinery, pumps and valves.  The 
Company financed this transaction with funds available under its revolving 
credit facility.

    On October 31, 1996, the Company purchased all of the outstanding capital 
stock of Pennsylvania Steel Foundry & Machine Company ("Pennsylvania Steel"), 
a Pennsylvania corporation, for $9.0 million in cash, subject to adjustment. 
Pennsylvania Steel, located in Hamburg, Pennsylvania, produces carbon and 
stainless steel castings for the power generation, valve, pump and other 
industrial equipment markets.  The Company financed this transaction with 
funds available under its revolving credit facility.

    On February 14, 1997, the Company purchased all of the outstanding 
capital stock of Jahn Foundry Corp. ("Jahn Foundry"), a Massachusetts 
corporation, for $6.2 million in cash.  Jahn Foundry, located in Springfield, 
Massachusetts, produces gray iron castings for the automotive, air 
conditioning and agricultural markets.  The Company financed this transaction 
with funds available under its revolving credit facility.

6.  Subsequent Event

    The Company has filed a registration statement to offer 3,800,000 shares 
of its common stock, including 1,770,976 shares being offered by a selling 
stockholder, in an underwritten public offering.  Net proceeds of the 
offering will be used to reduce bank indebtedness and to fund future 
acquisitions.  The consummation of the offering will depend on a number of 
conditions, some of which are outside the control of the Company, including 
market conditions.


<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 1997 were $66.3 million, 
representing an increase of $14.0 million, or 26.8%, over net sales of $52.3 
million in the third quarter of fiscal 1996.  The operations acquired by the 
Company since January 1, 1996 generated net sales of $755,000 and $16.1 
million in the third quarter of fiscal 1996 and fiscal 1997, respectively, as 
follows:

                                             FY96 3RD QTR      FY97 3RD QTR
    OPERATION               DATE ACQUIRED      NET SALES         NET SALES
    ---------               -------------    ------------      ------------
The G&C Foundry Company        03/11/96      $0.8 million      $4.1 million
Los Angeles Die Casting Inc.   10/01/96           -             2.1 million
Canada Alloy Castings, Ltd.    10/26/96           -             2.4 million
Pennsylvania Steel Foundry     10/31/96           -             5.8 million
  & Machine Company
Jahn Foundry Corp.             02/14/97           -             1.7 million


Excluding net sales generated by the operations acquired since January 1, 
1996, net sales for the third quarter of fiscal 1997 were $50.2 million, 
representing a decrease of $1.3 million, or 2.5%, from net sales of $51.5 
million in the third quarter of fiscal 1996.  This 2.5% decrease in net sales 
was due primarily to decreases in net sales to the military and utility 
markets, partially offset by an increase in net sales to the mining and 
construction market.

Net sales for the first nine months of fiscal 1997 were $176.9 million, 
representing an increase of $46.9 million, or 36.1%, over net sales of $130.0 
million in the first nine months of fiscal 1996.  The operations acquired by 
the Company since the beginning of fiscal 1996 generated net sales of $6.4 
million and $47.6 million in the first nine months of fiscal 1996 and fiscal 
1997, respectively, as follows:

                                              FY96 FIRST NINE   FY97 FIRST NINE
                                                  MONTHS            MONTHS
    OPERATION                 DATE ACQUIRED      NET SALES         NET SALES
    ---------                 -------------   ---------------   ---------------
La Grange Foundry Inc.           12/14/95      $5.6 million      $17.5 million
The G&C Foundry Company          03/11/96       0.8 million       10.2 million
Los Angeles Die Casting Inc.     10/01/96            -             4.5 million
Canada Alloy Castings, Ltd.      10/26/96            -             4.4 million
Pennsylvania Steel Foundry       10/31/96            -             9.3 million
  & Machine Company
Jahn Foundry Corp.               02/14/97            -             1.7 million

Excluding net sales generated by the operations acquired in fiscal 1996 and 
fiscal 1997, net sales for the first nine months of fiscal 1997 were $129.3 
million, representing an increase of $5.7 million, or 4.6%, over net sales of 
$123.6 million in the first nine months of fiscal 1996.  This 4.6% increase 
in net sales was due primarily to increases in net sales to the mining and

<PAGE>

construction and energy markets, partially offset by decreases in net sales 
to the utility, military and locomotive markets.

Gross profit for the third quarter of fiscal 1997 increased by $4.1 million, 
or 51.9%, to $12.0 million, or 18.1% of net sales, compared to $7.9 million, 
or 15.0% of net sales, for the third quarter of fiscal 1996.  Gross profit 
for the first nine months of fiscal 1997 increased by $10.2 million, or 
55.1%, to $28.7 million, or 16.2% of net sales, compared to $18.5 million, or 
14.2% of net sales, for the first nine months of fiscal 1996.  The increase 
in gross profit for both periods is primarily attributable to the increase in 
net sales.  The increase in gross profit as a percentage of net sales for 
both periods is primarily attributable to the inclusion in the prior year 
periods of (i) the completion, at Canadian Steel Foundries, Ltd. ("Canadian 
Steel"), of several negative margin orders which were accepted prior to the 
acquisition of Canadian Steel by the Company, (ii) costs associated with the 
start-up of the Company's Amite facility in Louisiana and non-recurring costs 
associated with the transfer to that facility of production from a foundry 
purchased in May 1995 and (iii) above average training expenses associated 
with the start-up of new products. Partially offsetting these factors were 
lost production and expenses associated with the conversion from cupola to 
electric melting at The G&C Foundry Company ("G&C") and costs associated with 
the addition of iron casting capability at Empire Steel Castings, Inc. 
("Empire").  The increase in gross profit as a percentage of net sales for 
the first nine months of fiscal 1997 is also attributable to higher 
maintenance costs in the first nine months of fiscal 1996 associated with 
deferred maintenance expense on two newly acquired foundries and increased 
maintenance costs related to regularly scheduled July shut-downs at the 
Company's other facilities.

Selling, general and administrative expenses for the third quarter of fiscal 
1997 were $6.0 million, or 9.0% of net sales, as compared to $3.8 million, or 
7.4% of net sales, in the third quarter of fiscal 1996.  For the first nine 
months of fiscal 1997, selling, general and administrative expenses were 
$15.2 million, or 8.6% of net sales, compared to $10.9 million, or 8.4% of 
net sales, for the first nine months of fiscal 1996.  The increase in 
selling, general and administrative expense in both periods was primarily 
attributable to expenses associated with the operations acquired by the 
Company in fiscal 1996 and fiscal 1997.  The increase in selling, general and 
administrative expenses as a percentage of sales in both periods was 
primarily attributable to increased expenses related to the Company's 
management incentive bonus plans and increased expenses related to 
identifying and completing the Company's acquisitions.  

Amortization of certain intangibles for the third quarter of fiscal 1997 was 
$182,000, or 0.3% of net sales, as compared to $387,000, or 0.7% of net 
sales, in the third quarter of fiscal 1996.  Amortization of certain 
intangibles for the first nine months of fiscal 1997 was $503,000, or 0.3% of 
net sales, as compared to $1.1 million, or 0.9% of net sales, for the first 
nine months of fiscal 1996.  The intangible assets consist of goodwill 
recorded in connection with the acquisitions of Prospect Foundry, Inc. 
("Prospect"), Kramer International, Inc. ("Kramer"), Empire, G&C and Los 
Angeles Die Casting Inc. ("LA Die Casting").  During fiscal 1996, the 
intangible assets included the capitalized value of a non-compete agreement 
with Rockwell International, which became fully amortized in June 1996.  
Partially offsetting the expense relating to the amortization of these assets 
is the amortization of the excess of acquired net assets over cost (negative 
goodwill) recorded by the Company in connection with the acquisition of 
Canadian Steel.

Other income in the first nine months of fiscal 1996 was $10.3 million ($6.3 
million, net of related income tax expense of $4.0 million), consisting 
primarily of partial payments by the Company's insurance carrier.  The 
payments by the Company's insurance carrier resulted from the business 
interruption portion of the Company's insurance claim filed as a result of 
the July 1993 Missouri River flood.


<PAGE>

Interest expense for the third quarter of fiscal 1997 increased to $937,000, 
or 1.4% of net sales, from $784,000, or 1.5% of net sales, in the third 
quarter of fiscal 1996.  For the first nine months of fiscal 1997, interest 
expense increased to $2.4 million, or 1.4% of net sales, from $2.1 million, 
or 1.6% of net sales, in the first nine months of fiscal 1996.  The increase 
in interest expense for both periods is primarily the result of an increase 
in the average amount of indebtedness outstanding.  The increase in the 
average amount of outstanding indebtedness is primarily a result of the 
Company's acquisitions.

Income tax expense of the third quarter and first nine months of fiscal 1997 
has been provided at the combined federal and state statutory rate of 
approximately 40.0%.  Income tax expense for the third quarter of fiscal 1996 
was provided at an effective rate of 46.0%, which was higher than the federal 
and state statutory rate because of the provision for tax benefits at lower 
effective rates on losses at foreign subsidiaries.  Losses at foreign 
subsidiaries were not sufficiently large to offset the effective tax rate for 
the first nine months of fiscal 1996, which was provided at a rate of 
approximately 40.0%.

As a result of the foregoing factors, net income for the third quarter of 
fiscal 1997 was $2.9 million, compared to net income of $1.5 million for the 
third quarter of fiscal 1996.  Net income for the first nine months of fiscal 
1997 was $6.2 million, compared to net income of $8.6 million for the first 
nine months of fiscal 1996.  Without other income resulting from flood 
insurance payments, net income was $6.2 million for the first nine months of 
fiscal 1997 compared to $2.3 million for the prior year period.

LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operating activities for the first nine months of fiscal 
1997 was $14.4 million, an increase of $3.2 million from the first nine 
months of fiscal 1996.  This increase was primarily attributable to decreased 
working capital requirements primarily relating to trade receivable and 
inventory balances.

Working capital was $40.5 million at March 31, 1997, as compared to $36.4 
million at June 30, 1996.  The increase primarily resulted from net 
additional working capital of $11.1 million associated with the Company's 
acquisitions, partially offset by the application of existing cash balances 
to outstanding long-term indebtedness balances.

During the first nine months of fiscal 1997, the Company made capital 
expenditures of $9.6 million, as compared to $8.9 million for the first nine 
months of fiscal 1996.  Included in the first nine months of fiscal 1997 were 
capital expenditures of $2.0 million at G&C, primarily relating to the 
conversion from cupola to electric melting.  The balance of capital 
expenditures was used for routine projects at each of the Company's 
facilities.  Included in the first nine months of fiscal 1996 were capital 
expenditures for routine projects at each of the Company's facilities.

Total indebtedness of the Company at March 31, 1997 was $54.2 million, as 
compared to $35.4 million at June 30, 1996.  This increase of $18.8 million 
primarily reflects indebtedness incurred of $8.8 million, $4.4 million, $9.0 
million and $6.2 million to finance the acquisition of LA Die Casting, Canada 
Alloy Castings, Ltd. ("Canada Alloy"), Pennsylvania Steel Foundry & Machine 
Company ("Pennsylvania Steel") and Jahn Foundry Corp. ("Jahn Foundry"), 
respectively.

On October 1, 1996, the Company purchased all of the outstanding capital 
stock of LA Die Casting, a California corporation, for $8.8 million in cash.  
LA Die Casting, located in Los Angeles, California, produces precision 
aluminum and zinc die castings for the computer, communications and 
recreation industries. The Company financed this transaction with funds 
available under its revolving credit facility.


<PAGE>

On October 26, 1996, the Company purchased all of the outstanding capital 
stock of Canada Alloy for $4.4 million (U.S.) in cash.  Canada Alloy, located 
in Kitchener, Ontario, produces stainless, carbon and alloy steel castings 
for a variety of markets, including power generation equipment, pulp and 
paper machinery, pumps and valves.  The Company financed this transaction 
with funds available under its revolving credit facility.

On October 31, 1996, the Company purchased all of the outstanding capital 
stock of Pennsylvania Steel, a Pennsylvania corporation, for $9.0 million in 
cash, subject to adjustment.  Pennsylvania Steel, located in Hamburg, 
Pennsylvania, produces carbon and stainless steel castings for the power 
generation, valve, pump and other industrial equipment markets.  The Company 
financed this transaction with funds available under its revolving credit 
facility.

On February 14, 1997, the Company purchased all of the outstanding capital 
stock of Jahn Foundry, a Massachusetts corporation, for $6.2 million in cash. 
 Jahn Foundry, located in Springfield, Massachusetts, produces gray iron 
castings for the automotive, air conditioning and agricultural markets.  The 
Company financed this transaction with funds available under its revolving 
credit facility.

On March 13, 1997, the Company signed a letter of intent to purchase the 
Beloit Castings Division ("BCD") from Beloit Corporation for a price 
estimated to be approximately $9 million.  BCD produces iron, steel and 
non-ferrous castings for paper-making machinery and other industrial 
equipment markets.  BCD is a group of four foundries located in Beloit, 
Wisconsin and South Beloit, Illinois, including two iron foundries, a steel 
foundry and a non-ferrous foundry.  There can be no assurance as to whether 
or when such negotiations will result in a definitive agreement or, if a 
definitive agreement is reached, whether such acquisition will ultimately be 
consummated.

The Company has filed a registration statement to offer 3,800,000 shares of 
its common stock, including 1,770,976 shares being offered by a selling 
stockholder, in an underwritten public offering.  Net proceeds of the 
offering will be used to reduce bank indebtedness and to fund future 
acquisitions.  The consummation of the offering will depend on a number of 
conditions, some of which are outside the control of the Company, including 
market conditions.

The Company believes that its operating cash flow and amounts available for 
borrowing under its bank revolving credit facility will be adequate to fund 
its capital expenditure and working capital requirements for the next two 
years.

This section entitled "Liquidity and Capital Resources" contains 
forward-looking statements that involve a number of risks and uncertainties.  
Such forward-looking statements include statements pertaining to the adequacy 
of funding for capital expenditure and working capital requirements for the 
next two years. Factors that could cause actual results to differ materially 
from such forward-looking statements include:  the size and timing of future 
acquisitions, unforeseen expenditures relating to compliance with 
environmental laws, business conditions and the state of the general economy, 
particularly the capital goods industry, the strength of the dollar, the 
fluctuation of interest rates and the competitive environment in the castings 
industry.

<PAGE>

PART II


ITEM 1 - Legal Proceedings

         NOT APPLICABLE


ITEM 2 - Changes in Securities

         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 on Form 8-K

         (a)  Exhibits

                4  Specimen stock certificate (incorporated by reference to 
                   Exhibit 4.3 of Form S-2 Registration Statement No. 333-25157
                   filed April 14, 1997)

               27  Financial Data Schedule

         (B)  Reports on Form 8-K

              No reports on Form 8-K were filed by the Company during the
              quarter ended March 31, 1997.

<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:         April 25, 1997           /s/ HUGH H. AIKEN
                                       ------------------------------
                                       Hugh H. Aiken, Chairman of the
                                         Board, President and Chief 
                                         Executive Officer



DATE:         April 25, 1997           /s/ KEVIN T. MCDERMED
                                       ----------------------------------
                                       Kevin T. McDermed, Vice President,
                                         Chief Financial Officer, Treasurer
                                         and Secretary