8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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


Date of Report (Date of earliest event reported):          November 30, 2004
                                                  ------------------------------

                          Amcast Industrial Corporation
                    ----------------------------------------
             (Exact name of Registrant as specified in its charter)

        Ohio                               001-9967                 31-0258080
- --------------------------------------------------------------------------------
(State or other jurisdiction of           (Commission             (IRS Employer
incorporation)                            File Number)       Identification No.)


 7887 Washington Village Drive, Dayton, Ohio                            33418
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

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

                                 Not applicable
               ---------------------------------------------------
         (Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






ITEM 8.01       OTHER EVENTS.

On November 30, 2004, we issued a press release announcing that we and certain
of our subsidiaries have filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

In view of the Chapter 11 filings described above, we have also determined to
postpone our Annual Meeting of Shareholders that was scheduled for December 15,
2004, until further notice.


ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

99.1     Press Release issued by Amcast Industrial Corporation on November 30,
         2004.



                                   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.

                                         Amcast Industrial Corporation


Date: November 30, 2004                  By  /s/ Richard A. Smith
      -----------------                     ------------------------------------
                                                 Vice President, Finance and
                                                 Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1




                      AMCAST INDUSTRIAL CORPORATION REACHES
                  AGREEMENT IN PRINCIPLE ON DEBT RESTRUCTURING

FILES VOLUNTARY PETITION TO REORGANIZE UNDER CHAPTER 11 OF U.S. BANKRUPTCY CODE;
              RECEIVES COMMITMENT FOR $15 MILLION IN NEW FINANCING;
              COMPANY'S OPERATIONS TO CONTINUE WITHOUT INTERRUPTION


DAYTON, Ohio - November 30, 2004 - Amcast Industrial Corporation announced today
that it has reached an agreement in principle with representatives of its banks
and note holders on a financial restructuring of the Company's capital that
would reduce the Company's debt by approximately $30 million and strengthen its
balance sheet. To facilitate the restructuring, Amcast and certain of its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of Ohio.

Amcast has received a commitment from its lenders for up to $15 million in new
debtor-in-possession (DIP) financing. Subject to Court approval, the DIP
financing, combined with the Company's cash from operations, is expected to
provide funding for operations during the Chapter 11 process.

"We have been involved in discussions with our lenders for several months in an
effort to address our balance sheet issues. We believe this agreement achieves
what we set out to do at the outset, namely to improve our prospects for
long-term success," said Byron Pond, Amcast's Chairman, President and Chief
Executive Officer. "This restructuring, once fully implemented,




will allow Amcast to take full advantage of the fundamental strength of our
business and continue to be a valuable business partner to our customers and
suppliers. We will have a much improved balance sheet and a capital structure
that is more appropriate for the business," Mr. Pond said.

Under the terms of the restructuring agreement, Amcast's senior lenders and note
holders have agreed to exchange approximately $109 million of existing senior
debt for a combination of $75 million in senior and subordinated debt and all of
the equity in the reorganized company. As a result, it is presently anticipated
that the current equity will be cancelled and become worthless upon Amcast's
emergence from Chapter 11.

Amcast expects to file a Plan of Reorganization and Disclosure Statement in the
next several weeks which will incorporate the terms of the restructuring
agreement. "The restructuring will result in a much stronger company," Pond
said. "It directly addresses our balance sheet issues and removes the
uncertainties and concerns created by our burdensome debt obligations, which
have placed significant financial pressure on the Company. It will permit Amcast
to effectively put the challenges of the past behind us, and provides the
company with a more appropriate capital structure and financial resources to
help secure our future."

Pond stressed that the restructuring process is not expected to have any
significant impact on the Company's ability to fulfill its obligations to its
employees and customers. "During the restructuring period and beyond, we intend
to continue our long-standing commitment to provide the highest quality products
and the service our customers have come to expect. We expect our



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daily operations to continue as usual and we will continue to do business with
our suppliers and pay them on normal terms for goods and services they supply
during the Chapter 11 process.

"With our DIP financing and the protections provided under the Bankruptcy Code
for post-petition purchases, we are confident our suppliers will continue to
support us while we complete our restructuring. Moving forward, we will continue
to service our existing customers, renew current contracts and solicit new
business," Pond said.

As a routine matter, Amcast is presenting its ongoing employee compensation and
benefit programs to the Court for approval as part of the Company's "first day"
motions. The Company anticipates that the Court will approve these requests,
thereby ensuring that employees will be paid and that benefit programs will
continue to be available at the present time.

Pond concluded, "We appreciate the ongoing loyalty and support of our employees.
Their dedication and hard work are critical to our success and integral to the
future of the Company. I would also like to thank our customers and suppliers
for their continued support during this process. Our management team is
committed to making this reorganization successful and leading Amcast towards a
brighter future."

The Company's Chapter 11 petitions were filed in the United States Bankruptcy
Court for the Southern District of Ohio on November 30, 2004. Details regarding
the filing can be found at www.amcast.com.



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Amcast Industrial Corporation is a leading manufacturer of technology-intensive
metal products. Its two business segments are brand name Flow Control Products
marketed through national plumbing distribution channels and Engineered
Components for automotive original equipment manufacturers. The Company serves
the automotive, construction, and industrial sectors of the economy.

This release includes "forward-looking statements" which are subject to change
based on various factors and uncertainties that may cause actual results to
differ significantly from expectations. These factors include, among others:
general economic conditions less favorable than expected, fluctuating demand in
the automotive and housing industries, competitive pricing pressures in the
Company's automotive and flow control businesses, effectiveness of production
improvement plans, inherent uncertainties in connection with international
transactions, labor availability and relations at the company and its customers,
the impact of homeland security measures, and the ability of the Company to
satisfy obligations under and to comply with the provisions of its loan
documents.

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