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) April 26, 2012

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 April 25, 2012, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three months ended March 31, 2012. 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 April 25, 2012.

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: April 26, 2012	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 &Treasurer

412-456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

April 25, 2012

Ampco-Pittsburgh Corporation Announces First Quarter Earnings

Ampco-Pittsburgh Corporation (NYSE: AP) announces sales and net income for the three months ended March 31, 2012 of $73,605,000 and $2,000,000 or $0.19 per common share, respectively, against sales and net income of $89,068,000 and $7,677,000 or $0.74 per common share for the same period in 2011. Income from operations for the three months of 2012 of $4,117,000 compares to $12,129,000 for the first three months of 2011.

Sales and operating income for the Forged and Cast Rolls segment declined from a year ago principally due to weak demand for rolling mill rolls in Europe and the Pacific Rim, particularly China where roll inventories remain at high levels. Lack of demand continued to put pressure on pricing and erode margins. For the Air and Liquid Processing segment, sales improved against the comparable prior year period attributable to an increase in the volume of shipments. Operating income, however, fell primarily as a result of a change in product mix.

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 March 31,
	2012			2011
Sales	$	73,605,000		$	89,068,000
Income from operations		4,117,000			12,129,000
Other expense – net		(276,000	)		(509,000	)
Income before income taxes		3,841,000			11,620,000
Income tax expense		(1,375,000	)		(3,873,000	)
Equity loss in Chinese joint venture		(466,000	)		(70,000	)
Net income	$	2,000,000		$	7,677,000
Earnings per common share:
Basic	$	0.19		$	0.74
Diluted	$	0.19		$	0.74
Weighted-average number of common shares outstanding:
Basic		10,329,000			10,305,156
Diluted		10,393,165			10,366,991