A. M. Castle & Co. (Form: 8-K)

This Code of Ethics of A. M. Castle & Co. (“Castle”) applies to all Officers and members of our Board of Directors of Castle. This Code is the common set of business values which guides all of our decisions and behavior with respect to Castle. A keystone of these common values is that we observe the highest standards of integrity and business conduct.

This Code of Ethics is in addition to and does not supersede the A. M. Castle & Co. Employee Code of Business Conduct & Corporate Ethics Policy, Castle’s Insider Trading Policy or other policies of Castle.

Engage in and promote honesty and integrity in all business dealings, including those with customers, suppliers, competitors and employees.

Avoid conflicts of interest, as well as the appearance of conflict of interests, and disclose to the Board of Directors of Castle any material transaction or relationship that could reasonably be expected to give rise to such a conflict of interest between private interests and those of Castle.

Provide full, accurate, and timely “responses” to all company initiated questionnaires so that Castle can make accurate and complete disclosures as required by the Securities Exchange Commission or other governing bodies.

Comply with all applicable governmental laws, rules and regulations, the rules and regulations of any self-regulatory organizations (such as stock exchanges) of which Castle is a member, and Castle’s Insider Trading Policy, and promptly report any non-compliance to Castle’s General Counsel.

Take all reasonable measures to protect the confidentiality of all non-public information about Castle or its subsidiaries and their customers which is obtained or created in connection with activities at Castle and prevent unauthorized disclosure of such information.

Refrain from taking for themselves personally opportunities that are discovered through the use of Castle property or information, using Castle property or information for personal gain, or competing with Castle.

Take reasonable measures to protect Castle’s assets and use such assets only for legitimate business purposes.

Promptly report and promote the prompt internal reporting of violations of applicable laws, rules or regulations or of this Code of Ethics to the Chairperson of the Audit Committee of the Board of Directors or to Castle’s General Counsel, without fear of retaliation.

Proactively promote ethical and honest behavior within Castle and its subsidiaries as well as promoting contact by employees with the chairperson of the Audit Committee of the Board of Directors for any issues concerning improper accounting or financial reporting of Castle, without fear of retaliation.

All Officers and Directors are expressly prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead Castle or any of its subsidiaries or independent public auditors for the purpose of rendering Castle’s financial statements or its subsidiaries misleading in any manner.

It is understood that each Officer and Director will be held personally accountable for their adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result in disciplinary action up to and including termination of employment or removal from the Board of Directors, prosecution under the law, and civil penalties.

The Board of Directors and, specifically, the Audit Committee has the responsibility and discretion to review any proposed deviation or waiver from this Code of Ethics. It is further understood that the grounds for change or waiver from the Code of Ethics shall be promptly disclosed through a filing with the Securities Exchange Commission on Form 8-K. If any Officer or Director has any questions regarding the best course of action in a particular situation that individual should promptly contact both the General Counsel of Castle and the Chairperson of the Audit Committee.

I affirm that I have read the foregoing Code of Ethics and agree to conduct myself in accordance with them.

3400 North Wolf Road
Franklin Park, Illinois 60131
(847) 455-7111
(847) 455-6930 (Fax)

A. M. Castle & Co. Reports Record Second Quarter Results;
Secondary Equity Offering Proceeds Reduce Debt

FRANKLIN PARK, IL, JULY 31^ST — A. M. Castle & Co. (NYSE:CAS), a global distributor of specialty metal and plastic products, value-added services and supply chain solutions, today reported record financial results for the second quarter and six-months ended June 30, 2007.

For the second quarter, consolidated net sales were $372.6 million, an increase of $97.0 million, or 35.2%, from the second quarter of 2006. Net income for the quarter was a record $16.0 million, or $0.78 per diluted share, as compared to $14.1 million or $0.76 per diluted share in the prior year.

Consolidated net sales for the first half of 2007 were $748.0 million, an increase of $193.2 million, or 34.8% from 2006. Net income was $31.6 million, or $1.59 per diluted share, as compared to $29.9 million, or $1.62 per diluted share, in the prior year.

“We are pleased to report record profit levels and continued strong EBITDA margins for the second quarter and first six-months of 2007,” stated Mike Goldberg, President and CEO of A.M. Castle. “Our aerospace business continued to grow in the first half of 2007. We remain bullish on both the Aerospace and Oil and Gas industries as a key element of our targeted growth strategy. We will continue to invest in new opportunities in these targeted industries,” Goldberg further commented.

Metal segment sales were $343.3 million in the second quarter, an increase of $98.6 million, or 40.3%, versus the second quarter of 2006. The acquisition of Transtar Metals (which was completed on September 5, 2006), contributed 29.7% of the 40.3% increase in sales.

Metal segment sales for the first six-months of the year were $689.9 million, an increase of $194.5 million, or 39.2%, from the same period in 2006. The Transtar acquisition accounted for 29.3% of the increase.

“Volume in the balance of our Metals business was softer when compared to the second quarter and first half of last year,” stated Goldberg. “Yet, our average tons sold per day for the first half of this year were similar to those we experienced in the second half of 2006. Despite lower volume, average metal prices for the second quarter and first half of 2007 were higher across most products, and average nickel prices in particular were higher than the comparable periods last year,” Goldberg concluded.

Plastic segment sales were $29.3 million in the quarter, a $1.6 million decrease versus the second quarter of 2006.

Plastic segment sales for the first half of 2007 were $58.0 million, a decrease of $1.4 million compared to last year.

The Company completed a successful secondary equity offering on May 29, 2007 of 5.0 million shares of its common stock at $33.00 per share. Of this offering, 3.0 million shares were offered by A.M. Castle. Net proceeds of $93.2 million were used to repay debt during the second quarter. As a result, the Company’s debt-to-capital ratio was reduced to 31.2% as of June 30^th from 49.4% as of March 30, 2007. The Company also previously announced its move to the NYSE on May 14, 2007 in concert with the offering. “The equity offering allowed us to rebalance our capital structure to provide the financial flexibility to execute our growth strategy,” stated Larry A. Boik, Vice President and CFO of A.M. Castle. In addition, the Company’s move to the NYSE marks another great milestone in our history and is reflective of our outstanding growth and financial performance over the past several years,” concluded Boik.

“We remain committed in executing our specialty metals focus strategy to better position ourselves for the future,” Goldberg added. “The success of the secondary offering was a critical stepin allowing us to take a more active role in the ongoing industry consolidation occurring amongst many of our peers both domestically and internationally.”

Commenting on his near term outlook, Goldberg added, “Typically the second half of any fiscal year is impacted by fewer effective shipping days. In addition, softer market conditions in our non-aerospace business and significant decline of nickel pricing are considerations for the third quarter. Over the balance of the year we will reduce inventory levels and manage our expense levels, to offset current market conditions. Longer term we firmly believe that our competitive product offerings and our focus on high-growth industries will provide superior shareholder value,” Goldberg ended.

The Company announced a cash dividend of $0.06 per share payable August 23, 2007 to shareholders of record at close of business on August 9, 2007.

Webcast Information
Management will hold a conference call at 11:00 a.m. ET today to review the Company’s results for the three month and six-month periods ended June 30, 2007. The call can be accessed via the Internet live or as a replay. Those who would like to listen to the call may access the webcast through http://www.amcastle.com.

An archived version of the conference call webcast will be accessible for replay on the above website until the next earnings conference call. A replay of the conference call will also be available for seven days by calling 303-590-3000 (international) or 800-405-2236 and citing code 11093881.

About A. M. Castle & Co.
Founded in 1890, A. M. Castle & Co. is a global distributor of specialty metal and plastic products and supply chain services, principally serving the producer durable equipment sector of the economy. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller-sized firms spread across a variety of industries. Within its core metals business, it specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Through its subsidiary, Total Plastics, Inc., the Company also distributes a broad range of value-added industrial plastics. Together, Castle operates over 65 locations throughout North America and Europe. Its common stock is traded on the New York Stock Exchange under the ticker symbol “CAS”.

Safe Harbor Statement / Regulation G Disclosure
This release may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which the Company has no control. These risk factors and additional information are included in the Company’s reports on file with the Securities Exchange Commission.

The financial statements included in this release contain a non-GAAP disclosure, EBITDA, which consists of income before provision for income taxes plus depreciation and amortization, and interest expense, less interest income. EBITDA is presented as a supplemental disclosure because this measure is widely used by the investment community for evaluation purposes and provides the reader with additional information in analyzing the Company’s operating results. EBITDA should not be considered as an alternative to net income or any other item calculated in accordance with U.S. GAAP, or as an indicator of operating performance. Our definition of EBITDA used here may differ from that used by other companies. A reconciliation of EBITDA to net income is provided per U.S. Securities and Exchange Commission requirements.


CONSOLIDATED STATEMENTS OF INCOME	For the Three						For the Six
(Dollars in thousands, except per share data)	Months Ended						Months Ended
Unaudited	June 30,						June 30,
	2007			2006			2007			2006
Net sales	$	372,608		$	275,607		$	747,959		$	554,800
Costs and expenses:
Cost of materials (exclusive of depreciation)		270,263			195,244			539,713			391,343
Warehouse, processing and delivery expense		34,293			28,981			69,863			58,605
Sales, general, and administrative expense		33,947			25,071			70,341			49,957
Depreciation and amortization expense		4,977			2,654			9,873			5,097
Operating income		29,128			23,657			58,169			49,798
Interest expense, net		(4,163	)		(958	)		(8,424	)		(2,046	)
Income before income taxes and equity earnings of joint venture		24,965			22,699			49,745			47,752
Income taxes		(9,994	)		(9,397	)		(19,871	)		(19,639	)

Net income before equity in earnings of joint venture		14,971			13,302			29,874			28,113
Equity in earnings of joint venture		1,391			1,056			2,323			2,295
Net income		16,362			14,358			32,197			30,408
Preferred stock dividends		(350	)		(243	)		(593	)		(485	)
Net income applicable to common stock	$	16,012		$	14,115		$	31,604		$	29,923

Basic earnings per share	$	0.81		$	0.83		$	1.65		$	1.78
Diluted earnings per share	$	0.78		$	0.76		$	1.59		$	1.62

EBITDA *	$	35,496		$	27,367		$	70,365		$	57,190

*Earnings before interest, taxes, and depreciation and amortization
Reconciliation of EBITDA to net income:	For the Three						For the Six
	Months Ended						Months Ended
	June 30,						June 30,
		2007			2006			2007			2006
Net income	$	16,362		$	14,358		$	32,197		$	30,408
Depreciation and amortization expense		4,977			2,654			9,873			5,097
Interest expense, net		4,163			958			8,424			2,046
Income taxes		9,994			9,397			19,871			19,639
EBITDA	$	35,496		$	27,367		$	70,365		$	57,190


CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)	As of
Unaudited	June 30,			Dec 31,
	2007			2006
ASSETS

Current assets
Cash and cash equivalents	$	13,064		$	9,526
Accounts receivable, less allowances of $3,184 at June 30, 2007
and $3,112 at December 31, 2006		187,397			160,999
Inventories (principally on last-in, first-out basis)		247,313			202,394
(latest cost higher by $161,591 at June 30, 2007 and $128,404
at December 31, 2006)
Other current assets		16,940			18,743
Total current assets		464,714			391,662
Investment in joint venture		15,223			13,577
Goodwill		101,848			101,783
Intangible assets		62,881			66,169
Prepaid pension cost		5,632			5,681
Other assets		5,564			5,850
Property, plant and equipment, at cost
Land		5,226			5,221
Building		48,944			49,017
Machinery and equipment		147,767			141,090
		201,937			195,328
Less — accumulated depreciation		(131,249	)		(124,930	)
		70,688			70,398
Total assets	$	726,550		$	655,120

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	123,726		$	117,561
Accrued liabilities		29,689			30,152
Income taxes payable		—			931
Deferred income taxes — current		18,516			16,339
Short-term debt		83,840			123,261
Current portion of long-term debt		6,823			12,834
Total current liabilities		262,594			301,078

Long-term debt, less current portion		67,185			90,051
Deferred income taxes		30,809			31,782
Other non-current liabilities		17,570			16,302
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value - 10,000,000 shares
authorized; 0 shares issued at June 30, 2007 and 12,000 shares
issued and outstanding at December 31, 2006		—			11,239
Common stock, $0.01 par value — authorized 30,000,000
shares; issued and outstanding 22,037,535 at June 30, 2007
and 17,085,091 at December 31, 2006		218			170
Additional paid-in capital		177,666			69,775
Retained earnings		190,173			160,625
Accumulated other comprehensive loss		(14,845	)		(18,504	)
Deferred unearned compensation		(1,333	)		(1,392	)
Treasury stock, at cost - 233,077 shares at June 30, 2007
and 362,114 shares at December 31, 2006		(3,487	)		(6,006	)
Total stockholders’ equity		348,392			215,907
Total liabilities and stockholders’ equity	$	726,550		$	655,120


A.M. CASTLE & CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
	YTD Jun			YTD Jun
	2007			2006
Cash flows from operating activities:
Net income	$	32,197		$	30,408
Depreciation and amortization		9,873			5,097
Adjustments for other non-cash items		3,726			(632	)
Cash flows from earnings		45,796			34,873
Change in working capital and other:
Accounts receivable		(25,153	)		(21,644	)
Inventories		(43,611	)		(20,089	)
Accounts payable and accruals		8,195			21,681
Income taxes payable		(1,861	)		(6,588	)
Other		5,472			518
Cash flows from changes in working capital		(56,958	)		(26,122	)
Cash flows from operating activities		(11,162	)		8,751
Cash flows from investing activities:
Capital expenditures		(8,371	)		(7,804	)
Other		23			—
Cash used in investing activities		(8,348	)		(7,804	)
Cash flows from financing activities:
Funding from, payments of long/short term debt		(68,459	)		(743	)
Proceeds from issuance of common stock and other		93,533			6,174
Common and preferred stock dividends		(2,401	)		(1,207	)
Cash provided by financing activities		22,673			4,224
Effect of exchange rate changes on cash		375			419
Net increase in cash		3,538			5,590
Cash — beginning of year	$	9,526		$	37,392

Cash — end of period	$	13,064		$	42,982

Ending Debt, Net of Cash Position	$	144,784		$	36,820

Debt-to-Total Capital		31.2	%		27.3	%


Maryland	1-5415	36-0879160
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3400 North Wolf Road, Franklin Park, Illinois		60131
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	A. M. Castle & Co.

July 31, 2007	By:	Larry Boik

		Name: Larry Boik
		Title: Vice President Finance - CFO


Exhibit No.		Description

14		Code of Ethics for Officers & Directors of A. M. Castle & Co.
99.1		Press Release


—————AT THE COMPANY—————		—————AT ASHTON PARTNERS————
Larry A. Boik		Analyst Contacts:
Vice President-Finance & CFO		Katie Pyra
(847) 349-2576		(312) 553-6717
Email: lboik@amcastle.com		Email:kpyra@ashtonpartners.com


Date of Report (Date of Earliest Event Reported):		July 31, 2007


Registrant’s telephone number, including area code:		847-349-2516