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) October 26, 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 October 26, 2011, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and nine months ended September 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 October 26, 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: October 27, 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

October 26, 2011

Ampco-Pittsburgh Announces Third Quarter Earnings

Ampco-Pittsburgh Corporation (NYSE: AP) announces sales for the three and nine months ended September 30, 2011 of $74,263,000 and $258,303,000, respectively, in comparison to $79,537,000 and $244,721,000 for the three and nine months ended September 30, 2010. Net income approximated $2,756,000 or $0.27 per share and $19,555,000 or $1.90 per share for the quarter and year-to-date 2011, respectively. Net income for the same periods of 2010 was $7,524,000 or $0.73 per share and $25,109,000 or $2.45 per share. Income from operations equaled $3,835,000 and $29,479,000 for the three and nine months ended September 30, 2011, respectively, compared to $10,697,000 and $37,126,000 for the same periods in 2010.

Third quarter sales for the Corporation declined from a year ago driven by lower sales for the forged roll operations of the Forged and Cast Rolls segment. Reduced production in the global steel and aluminum industries has resulted in lower demand and customer deferral of roll order shipments. On a year-to-date basis, consolidated sales exceeded the same period of the prior year attributable to higher volumes for the cast roll operations and the Air and Liquid Processing segment. Income from operations decreased for each of the periods when compared to the prior year primarily due to product mix and higher direct material and fixed costs. Net income for the quarter and year to date was also affected by lower dividend income and higher foreign exchange losses.

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. Certain 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 Sept 30,						Nine Months Ended Sept 30,
	2011			2010			2011			2010
Sales	$	74,263,000		$	79,537,000		$	258,303,000		$	244,721,000
Income from operations		3,835,000			10,697,000			29,479,000			37,126,000
Other (expense) income – net		(394,000	)		950,000			(763,000	)		873,000
Income before income taxes		3,441,000			11,647,000			28,716,000			37,999,000
Income tax expense		(525,000	)		(3,946,000	)		(8,764,000	)		(12,594,000	)
Equity loss in Chinese joint venture		(160,000	)		(177,000	)		(397,000	)		(296,000	)
Net income	$	2,756,000		$	7,524,000		$	19,555,000		$	25,109,000
Earnings per common share:
Basic	$	0.27		$	0.73		$	1.90		$	2.45
Diluted	$	0.26		$	0.73		$	1.88		$	2.44
Weighted-average number of common shares outstanding:
Basic		10,325,602			10,246,827			10,316,258			10,246,621
Diluted		10,403,181			10,290,669			10,392,592			10,281,510