8-K

                                                --------------------------------
                                                         OMB APPROVAL
                                                ================================
                                                OMB Number:            3235-0060

                                                Expires:          March 31, 2006

                                                Estimated average burden
                                                hours per response..........28.0
                                                --------------------------------

                           EFFECTIVE AUGUST 23RD, 2004

                                  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)        January  13, 2005
                                                 ------------------------------------------------------------------------

                                         Metaldyne Corporation
- -------------------------------------------------------------------------------------------------------------------------
                                       (Exact name of registrant as specified in its charter)

           Delaware                                001-12068                             38-2513957
- -------------------------------------------------------------------------------------------------------------------------
     (State or other jurisdiction                 (Commission                           (IRS Employer
         of incorporation)                        File Number)                      Identification No.)

                             47659 Halyard Drive, Plymouth, Michigan 48170
- -------------------------------------------------------------------------------------------------------------------------
                            (Address of principal executive offices)                                       (Zip Code)

Registrant's telephone number, including area code       (734) 207-6200
                                                   ----------------------------------------------------------------------

                                      Not Applicable
- -------------------------------------------------------------------------------------------------------------------------
                           (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))




  POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.




ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 14, 2005, Bruce R. Swift ("Swift"), president of the Driveline Group
of Metaldyne Corporation (the "Company"), and the Company entered into a Release
Agreement (the "Agreement") pursuant to which Swift resigned from the Company
effective January 31, 2005 (the "Termination Date"). The Company will continue
paying Swift's base salary for a period of six months following his resignation,
for a gross payment of $225,000. In addition, a gross bonus for 2004 will be
paid in accordance with the Company's Annual Value Creation Plan, provided,
however, that the amount paid pursuant to the individual performance component
of the bonus award will be fixed at $67,500. A gross payment of $34,615.38,
representing the monetary value of four weeks of vacation time, will be paid to
Swift within 10 days of the date of the Agreement.

The Company will continue to provide Swift with group medical, dental and
insurance benefits that are substantially similar to those which Swift was
receiving immediately prior to termination of employment until the earlier of:
1) the end of the six month period following the Termination Date; or 2) the
date on which Swift becomes eligible to receive any benefits under any plan or
program of any other employer. Swift will continue to participate in the
Metaldyne Executive Car Program for a period of one month from the Termination
Date. Other than as outlined above, Swift will cease to be an active participant
under the Company's retirement and other benefit plans, and no additional
benefits will accrue to Swift after the Termination Date.

In return, Swift has agreed to release the Company and other entities and
individuals associated with the Company from any and all claims which Swift ever
had or has as of the Termination Date involving the Company. Swift may revoke
the Agreement for a period of 7 calendar days following his execution of the
Agreement.

A copy of the Agreement is filed as an Exhibit to this Current Report on Form
8-K.







ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

In connection with Swift's resignation, the Employment Agreement, by and between
the Company and Swift, effective June 16, 2003, as amended by an Amendment to
Employment Agreement, effective September 10, 2004, was terminated; provided,
however, that certain restrictive covenants and remedies relating to these
covenants will survive the termination of the Employment Agreement.

A copy of the Employment Agreement and the Amendment are filed as an Exhibit to
the Company's most recent Annual Report on Form 10-K, filed November 12, 2004.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On January 13, 2005, Bruce Swift resigned from his position as President of the
Driveline Group of the Company. Pursuant to the terms of the Release Agreement
described under Item 1.01 above, Swift will continue as an employee of the
Company through January 31, 2005.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.        Description
- -----------        -----------

10.1               Release Agreement, dated January 14, 2005, between Bruce R.
                   Swift and Metaldyne Corporation



                                   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.




                                                                     Metaldyne Corporation
                                                             ------------------------------------------------------------
                                                                           (Registrant)

Date      January 20, 2005                                   /s/ Jeffrey M. Stafeil
    -------------------------------------------              ------------------------------------------------------------
                                                                           (Signature)*
*Print name and title of the signing officer under his signature.

                                                             Name:  Jeffrey M. Stafeil
                                                                   ------------------------------------------------------
                                                             Title: Executive Vice President and Chief Financial Officer
                                                                    -----------------------------------------------------


                                       2

EX-10.1

                                 EXHIBIT INDEX


Exhibit            Description
- -------            -----------

10.1               Release Agreement, dated January 14, 2005, between Bruce R.
                   Swift and Metaldyne Corporation






                                    AGREEMENT
                                    ---------

         THIS RELEASE AGREEMENT ("Agreement") is made as of this 14th day of
January 2005, between Bruce R. Swift ("Executive") and Metaldyne Corporation
("Employer").

                                  INTRODUCTION
                                  ------------

I.       Executive's last day of work will be January 31, 2005 (the "Termination
         Date").

II.      Employer is not obligated to pay Executive any compensation, benefits
         or other consideration after the Termination Date except as
         specifically set forth in Paragraph 1.

III.     Executive has had the opportunity to review this Agreement and is
         encouraged to consult with legal counsel prior to executing this
         Agreement to ascertain whether Executive has any potential rights or
         remedies, which are being waived and released by Executive's execution
         of this Agreement.

IV.      Executive and Employer, without any admission of liability, desire to
         settle with finality, compromise, dispose of, and release all claims,
         demands and causes of action Executive has asserted or which Executive
         could assert against Employer, whether arising out of the Executive's
         Employment Agreement with Employer, dated as of June 16, 2003, as
         amended by that certain Amendment to Employment Agreement with an
         effective date of September 10, 2004 ("Employment Agreement"); any
         agreement with a predecessor to Employer; the termination of the
         Employment Agreement; the employment relationship; the termination of
         the employment relationship; or any condition or benefit of employment
         or otherwise. This Agreement is not and shall not be construed as an
         admission by Employer of any liability, an admission against interest
         or any violation of Employer's policies or procedures.

                                    AGREEMENT
                                    ---------

         Employer and Executive agree as follows:

         1.                SEVERANCE PACKAGE. As consideration for this
                           Agreement, Employer agrees to provide Executive the
                           Severance Package set forth in this Paragraph 1. The
                           payments and benefits provided under this Paragraph 1
                           are made in lieu of any further payments or benefits
                           to Executive under the Employment Agreement, and
                           Executive acknowledges that the payments and benefits
                           provided under this Paragraph 1 exceed the amounts
                           that would otherwise be owing to him under the
                           Employment Agreement:




                           a.      Base salary continuation for a period of six
                                   (6) months in the gross amount of $225,000
                                   (The gross amount per pay period will be
                                   $17,307.69). Payment to Executive will be
                                   made in equal, bi-weekly installments, minus
                                   applicable withholding and payroll taxes.

                           b.      A gross bonus for 2004 to be paid in
                                   accordance with the terms of the Annual Value
                                   Creation Plan (AVCP); provided, however, that
                                   the amount paid pursuant to the individual
                                   performance component shall be fixed at
                                   $67,500. The bonus will be paid in a single
                                   lump sum at such time as the Company pays all
                                   other employee bonuses under the AVCP.

                           c.      A lump sum amount of $34,615.38, representing
                                   the monetary value of 4 weeks of vacation
                                   time. This payment will be made within 10
                                   days of signing this Agreement and is subject
                                   to all of the applicable withholdings
                                   described above.

                           d.      Continuation of benefits under any group
                                   medical, dental, and life insurance benefits
                                   substantially similar to those which
                                   Executive was receiving immediately prior to
                                   termination of employment until the earlier
                                   of:

                                      1.   the end of the six (6) month period
                                           following the Termination Date, or

                                      2.   the date on which Executive becomes
                                           eligible to receive any benefits
                                           under any plan or program of any
                                           other employer.

                                   Employer will pay the employer-portion of the
                                   medical, dental, and life insurance coverage.
                                   Executive will be required to pay the
                                   Executive-portion of the medical, dental, and
                                   life insurance premiums. The
                                   Executive-portion of the premiums will be
                                   billed to the Executive on a monthly basis.
                                   Health care continuation will be applied
                                   against the COBRA notification period. If
                                   Employer is not able to provide coverage
                                   under the existing plans, Executive will be
                                   paid cash in the amount of the Employer's
                                   portion of the premium cost.

                                       2


                           d.      The effect of this termination on any stock
                                   option grants is not addressed by this
                                   Agreement and is subject to the plan
                                   documents governing such grants.

                           e.      Executive shall continue to participate in
                                   the Metaldyne Executive Car Program for a
                                   period of one month from the Termination Date
                                   in accordance with the terms of that program.

                                   Executive agrees that he is exclusively
                           liable for the payment of any federal, state, city or
                           other taxes that may be due as a result of any
                           severance benefits received by Executive as provided
                           in this Agreement. Executive further agrees to
                           indemnify and hold Employer harmless from any payment
                           of taxes or penalties, if any, that may be required
                           of Executive as a result of any severance benefits
                           received by Executive pursuant to this Agreement.

         2.                TERMINATION OF BENEFITS. Notwithstanding the benefits
                           outlined in Paragraph 1 above, Executive shall cease
                           to be an active participant under Employer's
                           retirement and other benefit plans pursuant to the
                           terms of those plans, and no additional benefits
                           shall accrue to Executive after the Termination Date.

         3.                NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY;
                           RELEASE CONSIDERATION. Executive acknowledges that he
                           remains subject to the restrictive covenants and
                           remedies contained in Sections 13 and 14 of the
                           Employment Agreement, which covenants and remedies,
                           including the Employer's right to cause a forfeiture
                           of further payments or benefits under the Severance
                           Package of Paragraph 1 and demand repayment of any
                           payments or benefits, are incorporated herein by
                           reference and which by their terms survive the
                           termination of Executive's employment and the
                           Employment Agreement. Employer acknowledges that, by
                           signing this Agreement, Executive has satisfied the
                           requirement of Section 13(f) of the Employment
                           Agreement, and Executive acknowledges that this
                           Agreement provides additional and sufficient
                           consideration for the release contained herein.

         4.                RETURN OF PROPERTY. Executive agrees to immediately
                           return all Employer property (and any copies of such
                           property) of whatsoever kind and character,
                           including, without limitation, keys, credit cards,
                           documents, computers, computer software, discs and
                           media, policy and procedures manuals and all other
                           tangible or intangible property of Employer.

          5.               NO DISPARAGEMENT. Executive agrees not to criticize,
                           disparage or otherwise demean in any way Employer or
                           its respective affiliates, officers, directors,
                           Executives or Employer's products. Likewise, the


                                       3





                           Employer agrees not to criticize, disparage or
                           otherwise demean the Executive.

         6.                RELEASE. Executive, for him, and his heirs,
                           executors, administrators, successors and assigns,
                           hereby releases and forever discharges Employer, its
                           affiliates and respective officers, directors,
                           agents, representatives, shareholders, employees
                           (current and former), employee benefit plans,
                           successors, predecessors, assigns, and any and all
                           other persons, firms, corporations and other legal
                           entities associated with Employer (collectively
                           referred to as the "Released Parties"), of and from
                           any and all claims, demands, actions, causes of
                           action, debts, damages, expenses, suits, contracts,
                           agreements, costs and liabilities of any kind, nature
                           or description, whether direct or indirect, known or
                           unknown, in law or in equity, in contract, tort or
                           otherwise, which Executive ever had, now has or may
                           have against any of the Released Parties as of the
                           date of execution of this Agreement, whether known or
                           unknown, suspected or unsuspected, or which may be
                           based upon pre-existing acts, claims or events
                           occurring at any time up to the present date
                           including, but not limited to, claims arising under
                           the Employment Agreement, Title VII of the Civil
                           Rights Act of 1964 or state civil rights statutes,
                           claims arising under the Age Discrimination in
                           Employment Act of 1967 ("ADEA"), as amended by the
                           Older Workers Benefit Protection Act ("OWBPA"),
                           claims arising under the Americans with Disabilities
                           Act ("ADA"), the Family and Medical Leave Act
                           ("FMLA"), the Fair Labor Standards Act ("FLSA"), the
                           National Labor Relations Act ("NLRA"), the Employee
                           Retirement Income Security Act ("ERISA"), claims for
                           breach of express or implied contract, breach of
                           promise, promissory estoppel, loss of income, back
                           pay, reinstatement, front pay, impairment of earning
                           capacity, wrongful termination, discrimination,
                           damage to reputation, fraud, violation of public
                           policy, retaliation, negligent or intentional
                           infliction of mental or emotional distress,
                           intentional tort or any other federal, state or local
                           common law or statutory claims, and all other claims
                           and rights, whether in law or equity. It is the
                           intention of the parties that this paragraph will be
                           construed as broadly as possible; however, this
                           paragraph does not include claims arising under state
                           workers' compensation laws, state unemployment laws
                           and any claims that arise after the signing of this
                           Agreement. This paragraph also does not affect
                           Executive's right to file a charge or otherwise
                           participate in an EEOC proceeding insofar as it is
                           required by current EEOC regulations. Executive
                           understands that Employer will assert this Agreement
                           as an affirmative defense against any claim asserted
                           by Executive in any forum.

                           Nothing contained in this Release Agreement shall
                           modify, alter, or otherwise affect the rights of
                           Executive as a former employee and officer to
                           indemnification by Employer pursuant to the Restated
                           Certificate of Incorporation and the Delaware General
                           Corporation law.

                                       4


         7.       NON-DISCLOSURE. Executive shall not disclose the fact of this
                  Agreement or any of its terms to any third parties other than
                  Executive's spouse, tax advisors, accountants and attorneys or
                  as otherwise required by law. Executive agrees that any
                  violation of this non-disclosure paragraph will result in
                  substantial and irreparable injury to Employer.

         8.       REFERENCES. In the event that Executive seeks a reference for
                  employment purposes, Executive agrees to direct inquiries to
                  Metaldyne's Human Resources Department. References to be
                  provided by Employer regarding Executive shall be limited to
                  dates of employment, positions held and compensation. Those
                  making such inquiries will be advised that it is the general
                  policy of Employer to provide only such neutral references in
                  response to employment inquiries.

         9.       CONSIDERATION TIME AND REVOCATION PERIOD. Consistent with the
                  ADEA, this Agreement was first given to Executive on January
                  14, 2005. Executive has twenty-one (21) calendar days during
                  which to review and consider this offer. Executive is not
                  required to, but may accept this Agreement by signing and
                  returning the Agreement at any time prior to February 4, 2005.
                  In the event Executive signs and returns the Agreement before
                  that time, Executive certifies, by such execution, that he
                  knowingly and voluntarily waives the right to the full
                  twenty-one (21) days, for reasons personal to Executive, with
                  no pressure by Employer to do so. Employer and Executive
                  further agree that any changes, whether material or
                  immaterial, to this Agreement do not restart the running of
                  the twenty-one (21) day consideration period.

         Executive understands that he may revoke this Agreement for a period of
seven (7) calendar days following his execution of the Agreement. Executive
understands that any revocation, in order to be effective, must be: (1) in
writing and either postmarked within seven (7) days of the Executive's execution
of the Agreement and addressed to General Counsel, Metaldyne Corporation, 47603
Halyard Drive, Plymouth, MI 48170-2429, or (2) hand-delivered within seven (7)
days of Executive's execution of the Agreement to Metaldyne's General Counsel at
the address listed above. If revocation is by mail, certified mail, return
receipt requested is required to show proof of mailing.

         10.      NO PAYMENT. No payments or benefits under this Agreement shall
                  be made to Executive until after the seven (7) day revocation
                  period has expired. If Executive does not revoke this
                  Agreement within the seven (7) day revocation period, then
                  this Agreement shall become fully and finally effective and
                  the payments and benefits provided by the terms of Paragraph 1
                  will be made to Executive.

         11.      COMPLETE AGREEMENT. In executing this Agreement, Executive is
                  doing so knowingly and voluntarily and agrees that he has not
                  relied upon any oral statements by Employer or its
                  representatives, and that this Agreement, when signed by both
                  parties, supersedes any and all prior



                                       5





                  written agreements between the parties regarding the terms of
                  Executive's employment or the termination of such employment,
                  including, without limitation, the Employment Agreement
                  (except to the extent that provisions of the Employment
                  Agreement are specifically incorporated into this Agreement).

         12.      SEVERABILITY. Should any provision of this Agreement be
                  declared or determined by any court to be illegal or invalid,
                  the remaining parts, terms or provisions shall not be affected
                  thereby, and said illegal or invalid part, term or provision
                  shall be deemed not to be a part of this Agreement.

         13.      CHOICE OF LAW. This Agreement shall be deemed to be made and
                  entered into in the State of Michigan and shall in all
                  respects be interpreted, enforced and governed under the laws
                  of the State of Michigan and the United States.

EXECUTIVE REPRESENTS THAT HE FULLY UNDERSTANDS THE TERMS OF THIS AGREEMENT AND
EXECUTES IT KNOWINGLY AND VOLUNTARILY; THAT NO PROMISE, INDUCEMENT OR AGREEMENT
HAS BEEN MADE TO HIM OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT;
THAT THIS AGREEMENT, INCLUDING THE COVENANTS INCORPORATED BY REFERENCE, CONTAINS
THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE MODIFIED EXCEPT BY A
SUBSEQUENT WRITTEN AGREEMENT, EXECUTED BY BOTH PARTIES, WHICH SPECIFICALLY
EVIDENCES AN INTENT TO MODIFY THIS AGREEMENT; AND THAT EXECUTIVE HAS BEEN
ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT.



WITNESSED:

- ----------------------------------   -----------------------------------
                                         BRUCE R. SWIFT

- ----------------------------------   -----------------------------------
DATE OF WITNESS' SIGNATURE               DATE OF EXECUTIVE'S SIGNATURE


                              METALDYNE CORPORATION
                                   (EMPLOYER)

                   BY: _______________________________________

                   ITS: _______________________________________


                                       6