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 or earliest event reported) January 28, 2005


                  AMPCO-PITTSBURGH CORPORATION
     (Exact name of registrant as specified in its charter)


 Pennsylvania              1-898               25-1117717

(State or other      (Commission file number)     (I.R.S. Employer
 jurisdiction                                      Identification
 of incorporation)                                 Number)


        600 Grant Street
         Pittsburgh, PA                         15219

     (Address of principal                   (Zip Code)
      executive offices)


Registrant's telephone number, including area code: (412) 456-4400


 (Former name or 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 4.02(a) Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review

     As announced in a press release dated January 27, 2005,
Ampco-Pittsburgh Corporation (the "Corporation") intends to
restate its financial statements for the three years ended
December 31, 2003.  The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference.

     The Corporation expects to file restated financial
statements during the first week of February.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

    99.1 Press Release dated January 27, 2005 regarding restatement
         of its financial statements for the three years ended December
         31, 2003.




                           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 hereunto duly authorized.


                              AMPCO-PITTSBURGH CORPORATION



Date:  January 28, 2005       By:  s/Ernest G. Siddons
                                   Ernest G. Siddons
                                   President

EX-99.1 CHARTER

CONTACT:

Dee Ann Johnson
(412) 456-4410

                                       FOR IMMEDIATE RELEASE



     PITTSBURGH, PA  January 27, 2005. . . . . On January 25,
2005, Ampco-Pittsburgh Corporation's (NYSE: AP) management and
audit committee determined that the Corporation will restate
its previously issued audited financial statements for the
three years ended December 31, 2003 and the unaudited 2004
interim financial statements.  The previously reported
earnings will improve due to the correction of an
overprovision for income taxes in connection with interest
receivable from its foreign subsidiary.  The Corporation will
file an amended Form 10-K for the year ended December 31, 2003
to include restated financial statements as soon as possible.
The Corporation's management and audit committee discussed
this matter with Deloitte & Touche LLP, the Corporation's
independent registered public accountants, who agreed with
their conclusion.

     The impact is a decrease in the previously reported net
losses for the years ended December 31, 2001 and 2003 in the
amounts of $397,000 and $359,000, respectively, and an
increase in net income of $329,000 for the year ended
December 31, 2002.  Consequently, the previously issued
financial statements for these periods, the accompanying
report of Deloitte & Touche LLP, and the 2004 interim
financial statements should no longer be relied upon.

     The Corporation expects to release 2004 earnings during
the first week of February.





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