8-K

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                       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

                                 August 21, 2002
                Date of Report (Date of earliest event reported)


                              METALDYNE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                     001-12068               38-2513957
(State or other jurisdiction of   (Commission file number)    (I.R.S. Employer
 incorporation or organization)                             Identification No.)

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

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

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Item 7.  Financial Statements and Exhibits.

          (c) Exhibits

          Exhibit 99.1 Metaldyne Corporation Press Release Dated August 21,
          2002.

Item 9.  Regulation FD Disclosure.

          On August 21, 2002, Metaldyne Corporation, closed its tender offer for
          $78.2 million aggregate principal amount of its outstanding 4 1/2%
          Convertible Subordinated Debentures due 2003. As a result of
          Metaldyne's November 2000 "going private" transaction, the Debentures
          ceased to be convertible into Metaldyne common stock. A press release
          with respect thereto is attached hereto as Exhibit 99.1.





                                   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 thereunto duly authorized.

Dated:  August 21, 2002

                                    METALDYNE CORPORATION


                                    By:    /s/ William M. Lowe, Jr.
                                           -------------------------------------
                                           Name: William M. Lowe, Jr.
                                           Title: Executive Vice President
                                                   and Chief Financial Officer



                                  EXHIBIT INDEX


Exhibit No.

99.1     Metaldyne Corporation Press Release dated August 21, 2002.

EX-99

[Metaldyne Logo]                                  For more information, contact:
                                                  Kurt Ruecke
                                                  Director, Corporate
                                                  Communications
                                                  Metaldyne
                                                  734-354-4020

MEDIA RELEASE
For Immediate Release

           METALDYNE CORPORATION ANNOUNCES CLOSING OF TENDER OFFER FOR
         OUTSTANDING 4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003

     PLYMOUTH, Mich.-- August 21, 2002 -- Metaldyne Corporation announced today
that it has completed its "Modified Dutch Auction" tender offer for its 4 1/2%
Convertible Subordinated Debentures due 2003. As a result of Metaldyne's
November 2000 "going private" transaction, the Debentures ceased to be
convertible into Metaldyne common stock.

     The tender offer expired on August 21, 2002 at 9:00 a.m., New York City
time. As of the expiration of the tender offer, the approximate principal amount
of Debentures tendered was $148.0 million. Metaldyne expects that the principal
amount of Debentures to be accepted for purchase will be $78.2 million. The
purchase price is $985.00 per $1,000 principal amount of Debentures, or the
Minimum Offer Price. These amounts include tenders made pursuant to guarantees
of delivery and assume that the applicable Debentures will be delivered in
respect thereof. The purchase price applies to Debentures tendered without
specifying a price and Debentures tendered at the purchase price. In accordance
with the Offer to Purchase, Metaldyne will accept tenders at the purchase price
that will result in approximately $77.0 million being spent to repurchase the
Debentures, subject to proration.

     The amount of Debentures tendered at the purchase price was approximately
$112.0 million, which exceeds the Maximum Offering Consideration. Accordingly,
the Company will accept for purchase Debentures validly tendered at the purchase
price on a pro rata basis from among such tendered Debentures (subject to
adjustments to avoid purchases of Debentures in a principal amount other than an
integral multiple of $1,000). While the final proration factor will not be
available until approximately August 26, 2002, the Company believes that the
proration factor will be approximately 70%.

     Settlement will take place in approximately three business days and all
Debentures not accepted for payment will be simultaneously returned to holders.
Credit Suisse First Boston Corporation served as the dealer manager, Bank One
Trust Company, N.A. served as the de-



                                      -2-


positary and D.F. King & Co., Inc. served as the information agent in connection
with the tender offer.

About Metaldyne

     Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related powertrain and
chassis applications including engine, transmission/transfer case, wheel-end and
suspension, axle and driveline, and noise and vibration control products to the
motor vehicle industry. The company serves the automotive segment through its
Chassis, Driveline & Transmission, and Engine Groups.

     Headquartered in Plymouth, Mich., Metaldyne's annual revenues exceed $1.4
billion. The company employs nearly 8,500 employees at over 40 facilities in 11
countries.

Forward-Looking Statements

     This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from anticipated results because of certain risks and uncertainties,
including but not limited to general economic conditions in the markets in which
Metaldyne operates, declines in North American automobile and light truck
builds, reductions in outsourcing by our automotive customers, increases in our
raw material and energy costs, labor costs and strikes at our major direct and
indirect customers and at our facilities, dependence on significant automotive
customers, the level of competition in the automotive supply industry and
pricing pressures from our customers, technological developments that could
competitively disadvantage us, and risks associated with conducting business in
foreign countries.