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)    February 4, 2010

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	1-898	25-1117717
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

600 Grant Street, Pittsburgh, PA                                                                                           15219

      (Address of principal executive offices)                                                                                     (Zip Code)

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.21 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 2.02. Disclosure of Results of Operations and Financial Condition.

On February 4, 2010, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and twelve months ended December 31, 2009. A copy of the press release is attached hereto and is being furnished to the SEC.

Item 9.01.                  Financial Statements and Exhibits

(d)   Exhibits.

Exhibit 99.1 – Press release dated February 4, 2010.

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:  February 4, 2010	By:  s/Marliss D. Johnson
	Marliss D. Johnson
	Vice President
	Controller and Treasurer

EX-99.1 CHARTER

Contact:

Dee Ann Johnson

Vice President Controller &Treasurer

412-456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

February 4, 2010

Ampco-Pittsburgh Corporation Announces Sales and Earnings for 2009

Ampco-Pittsburgh Corporation (NYSE:AP) announces sales for 2009 of $299,177,000 compared with $394,513,000 in 2008.  Sales for the fourth quarter of 2009 were $66,482,000 compared with sales of $88,088,000 for the same quarter of 2008. Net income equaled $27,677,000 or $2.71 per common share and $3,850,000 or $0.38 per common share for the twelve and three months ended December 31, 2009, respectively, and includes an after-tax charge of $2,831,000 or $0.28 per common share for the write-off of goodwill deemed to be impaired at one of the divisions of the Air and Liquid Processing segment and a reduction in the effective state tax rate for which certain net deferred tax assets will be realized. For the comparable periods of 2008, net income (loss) equaled $12,575,000 or $1.24 per common share and $(21,151,000) or $(2.08) per common share and includes an after-tax charge of $31,006,000 or $3.05 per common share for pending and future asbestos claims net of estimated insurance recoveries through December 31, 2018. This charge relates to the Air and Liquid Processing segment for alleged personal injury claims resulting from exposure to asbestos-containing equipment manufactured decades ago.

Income (loss) from operations equaled $46,731,000 and $7,721,000 for the twelve and three months ended December 31, 2009, respectively, and includes a pre-tax charge of $2,694,000 associated with the write-off of goodwill deemed to be impaired at one of the divisions of the Air and Liquid Processing segment. Income (loss) from operations approximated $13,608,000 and $(36,526,000) for the twelve and three months ended December 31, 2008, respectively, and includes a pre-tax charge of $51,018,000 for pending and future asbestos claims net of estimated insurance recoveries through December 31, 2018.

Sales for the Forged and Cast Rolls segment were affected by lower demand for rolling mill rolls from the depressed steel and aluminum industries throughout the world. The market fall out, which began in the fourth quarter of 2008, forced customers to curtail production levels, temporarily idle facilities and place new mill projects on hold. Sales for the Air and Liquid Processing segment benefited earlier in the year from a strong opening order backlog; however, since business activity typically trails the general economy by six to twelve months, the segment experienced a decline in sales as the year progressed. For both segments, raw material cost savings minimized the expected impact on operating income.

While it appears global economies are in the early stages of a gradual recovery, the Corporation remains cautiously optimistic. The need for additional rolling mill rolls will lag the economic recovery until production returns to more normal levels and companies consume their existing inventories, though raw material cost savings will unlikely be repeated. Operating results for the Air and Liquid Processing group will be contingent on how quickly its markets rebound and customer spending resumes.

The matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Some of these risks are set forth in the Corporation's Annual Report on Form 10-K as well as the Corporation's other reports filed with the Securities and Exchange Commission.

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

			Year Ended December 31,						Three Months Ended December 31,
			2009			2008			2009			2008
Sales			$	299,177,000		$	394,513,000		$	66,482,000		$	88,088,000
Income (loss) from operations	(1	)		46,731,000			13,608,000			7,721,000			(36,526,000	)
Other (expense) income – net				(1,842,000	)		1,207,000			(906,000	)		587,000
Income (loss) before income taxes				44,889,000			14,815,000			6,815,000			(35,939,000	)
Income tax (provision) benefit				(17,050,000	)		(2,240,000	)		(2,803,000	)		14,788,000
Equity losses in Chinese joint
venture				(162,000	)		-			(162,000	)		-
Net income (loss)	(2	)	$	27,677,000		$	12,575,000		$	3,850,000		$	(21,151,000	)
Earnings per common share:
Basic	(2	)	$	2.71		$	1.24		$	0.38		$	(2,08	)
Diluted	(2	)	$	2.71		$	1.24		$	0.38		$	(2.08	)
Weighted-average number of common shares outstanding:
Basic				10,200,148			10,177,497			10,233,204			10,177,497
Diluted				10,204,292			10,179,644			10,216,167			10,178,936

(1)   Income (loss) from operations for the year and quarter ended December 31, 2009 includes a pre-tax charge of $2,694,000 for the write-off of goodwill deemed to be impaired at one of the divisions of the Air and Liquid Processing segment. Income (loss) from operations for the year and quarter ended December 31, 2008 includes a pre-tax charge of $51,018,000 for estimated costs of asbestos-related litigation, net of estimated insurance recoveries, through 2018.

(2)   Net income (loss) for the year and quarter ended December 31, 2009 includes an after-tax charge of $2,831,000 or $0.28 per common share for the write-off of goodwill deemed to be impaired at one of the divisions of the Air and Liquid Processing segment and a reduction in the effective state tax rate for which certain net deferred tax assets will be realized. Net income (loss) for the year and quarter ended December 31, 2008 includes an after-tax charge of $31,006,000 or $3.05 per common share for estimated costs of asbestos-related litigation, net of insurance recoveries, through 2018.