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) July 28, 2011

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 July 27, 2011, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and six months ended June 30, 2011. 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 July 27, 2011.

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:	July 28, 2011	By:	/s/ Marliss D. Johnson
		Marliss D. Johnson
		Vice President Controller and Treasurer

EX-99.1

Exhibit 99.1

CONTACT:

Dee Ann Johnson

Vice President Controller and Treasurer

(412) 456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

July 27, 2011

Ampco-Pittsburgh Announces Second Quarter Results

Ampco-Pittsburgh Corporation (NYSE: AP) announces sales for the three and six months ended June 30, 2011 of $94,971,000 and $184,039,000, respectively, against $82,858,000 and $165,184,000 for the comparable prior year periods. Net income for the three months ended June 30, 2011 and 2010 was $9,123,000 or $0.88 per share and $9,374,000 or $0.91 per share, respectively, and for the six months ended June 30, 2011 and 2010 was $16,799,000 or $1.63 per share and $17,585,000 or $1.72 per share. Income from operations for the three months ended June 30, 2011 and 2010 was $13,516,000 and $14,765,000, respectively, and for the six months then ended approximated $25,644,000 and $26,429,000.

The decrease in operating income for each of the periods is principally attributable to the Forged and Cast Rolls segment. Despite an ongoing improvement in sales for this group, particularly for the U.K. operations, operating income was adversely impacted by higher direct material and fixed costs. Sales and operating income for the three and six months of 2011 for the Air and Liquid Processing segment improved against the comparable prior year periods due to improved demand by customers in the power generation markets and U.S. Navy shipbuilders. Net income for the quarter benefited from foreign exchange gains versus foreign exchange losses in the prior year.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Sales	$	94,971,000		$	82,858,000		$	184,039,000		$	165,184,000
Income from operations		13,516,000			14,765,000			25,644,000			26,429,000
Other income (expense) – net		140,000			(734,000	)		(369,000	)		(77,000	)
Income before income taxes		13,656,000			14,031,000			25,275,000			26,352,000
Income tax expense		(4,366,000	)		(4,582,000	)		(8,239,000	)		(8,648,000	)
Equity losses in Chinese joint venture		(167,000	)		(75,000	)		(237,000	)		(119,000	)
Net income	$	9,123,000		$	9,374,000		$	16,799,000		$	17,585,000
Earnings per common share:
Basic	$	0.88		$	0.91		$	1.63		$	1.72
Diluted	$	0.88		$	0.91		$	1.62		$	1.71
Weighted-average number of common shares outstanding:
Basic		10,317,793			10,246,827			10,311,509			10,246,517
Diluted		10,406,688			10,289,545			10,386,284			10,275,114