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 Exchange Act of 1934

Date of Report (Date of earliest event reported)   May 28, 2002
                                                 -------------------------------

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

         KANSAS                  1-12541               48-1156578
- --------------------------------------------------------------------------------
 (State or other jurisdiction   (Commission            (IRS Employer
    of incorporation)           File Number)         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 or former address, if changed since last report)

Item 5.    Other Events.

Atchison Casting Corporation issued a press release today, among other things,
announcing the appointment of COO Tom Armstrong as Chairman, President and CEO,
replacing Hugh Aiken, who will remain with ACC as Vice President for European
operations and as a member of the Board of Directors. In addition, the Company
welcomes Michael Nagel and William Bullard to the Board of Directors of the
Company. A copy of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.

In addition, the Company has amended its Facilities Agreement for use in the
U.K. A copy of the letter agreement is attached as Exhibit 4.1 hereto and
incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

     (c)  EXHIBITS. The following exhibits are filed herewith:

     4.1  Letter Agreement dated March 26, 2002.

     99.1 Press release dated May 28, 2002.

                                    SIGNATURE

      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 hereunto duly authorized.

      Date: May 28, 2002



                                    Atchison Casting Corporation


                                    By: /s/ Kevin T. McDermed
                                        --------------------------------
                                          Kevin T. McDermed
                                          Vice President, Chief Financial
                                          Officer, Treasurer and Secretary

EX-4.1

                                                               BURDALE
                                                               FINANCIAL LIMITED

       BY POST AND FACSIMILE

       26th March 2002

       Atchison Casting UK Limited
       PO Box 1332
       Talos House
       Hawke Street
       Sheffield S9 2WZ

       Facsimile No:                0114 242 2103
       Attention:                   John Lovell

       For itself and on behalf of each of the other Obligors
       (as defined in the Facility Agreement (as defined below))


       Dear Sirs

       We refer to the facility agreement dated 17 September 2001 (as
       supplemented and amended from time to time), between Atchison Casting UK
       Limited (the "Company") and others as Facility Companies and/or
       Guarantors and ourselves (the "Facility Agreement").

       Terms defined in the Facility Agreement have the same meaning when used in
       this letter.

       We write to confirm the agreement reached between us that the Facility
       Agreement shall be amended with effect from the Effective Date (as
       defined below) as follows:

          1.   The reference to "£7,500,000" in the definition of "Forex
               Limit" in Clause 1.1 of the Facility Agreement shall be deemed
               deleted and replaced with a reference to "£nil".

          2.   A new definition shall be inserted into Clause 1.1 of the
               Facility Agreement after the definition of "Financial
               Indebtedness" as follows:

               ""Fixed Asset Availability" means the lessor of:

               (a)  £ 3,000,000; and

               (b)  37.5% of the aggregate of the then most recent Property
                    Valuation and the then most recent Equipment Valuation."

          3.   The text in Clause 5.4(c) of the Facility Agreement shall be
               deleted and replaced with the text "Intentionally Deleted."

          4.   Clause 5.5 (d) of the Facility Agreement shall be amended by:

               (a)  deleting the word "LESS" at the end of sub-paragraph (ii)
                    and replacing it with the word "PLUS";

               (b)  inserting a new sub-paragraph (iii) as follows:

                    "(iii)   the Fixed Asset Availability; LESS"

               (c)  renumbering the existing sub-paragraph (iii) as
                    sub-paragraph (iv).


                                             53 Queen Anne Street, London WIC 9HP
                                             T. 020 7935 1115 F. 020 7486 3513 w.www.burdale.co.uk
                                             Offices also in Manchester and Birmingham
                                             Reg. No. 2656007 Incorporated in England and Wales

                                             affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST
                                             UNION company

         The Effective Date shall be the date on which we receive a copy of this
         letter countersigned by each of the Obligors.

         In consideration of our issuing this letter at its request, the Company
         shall pay to us a fee of £42,000.

         Save as set out above, nothing in this letter shall be deemed to be an
         amendment to the terms of any Finance Document (which shall remain in
         full force and effect) or a waiver or consent by Burdale to any breach
         or potential breach (present or future) of any provision of the Finance
         Documents (whether or not anticipated at the date hereof) or any waiver
         of a Default or Event of Default (howsoever described).

         This letter is a Finance Document and shall be governed by English law.

         Yours faithfully


         /s/ Ian Conway
         ..........................................
         For and on behalf of
         BURDALE FINANCIAL LIMITED



         Accepted and agreed:

         ATCHISON CASTING UK LIMITED

         By: /s/ Hugh H. Aiken

         SHEFFIELD FOREGEMASTERS ROLLS LIMITED

         By: /s/ Peter Carlass

         SHEFFIELD FORGEMASTERS ENGINEERING LIMITED

         By: /s/ K. Lomax

         ATCHISON CASTING UK LIMITED

         By:  /s/ Hugh H. Aiken

         SHEFFIELD FORGEMASTERS GROUP LIMITED

         By:  /s/ Hugh H. Aiken

         SHEFFIELD FORGEMASTERS LIMITED

         By:  /s/ Hugh H. Aiken

EX-99.1