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 15, 2004

                             NACCO INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

          1-9172                                        34-1505819
  (Commission File Number)                  (IRS Employer Identification Number)

5875 Landerbrook Drive, Mayfield Heights, OH                   44124-4017
  (Address of Principal Executive Offices)                     (Zip Code)

                                 (440)449-9600
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)










Item 9.  Regulation FD Disclosure.
Item 12. Results of Operations and Financial Condition.

On April 15, 2004, NACCO Industries,  Inc.'s wholly owned  subsidiary,  Hamilton
Beach/Proctor-Silex,   Inc.   (HB/PS),   announced  the   implementation   of  a
restructuring  program at its  manufacturing  facilities that began in the first
quarter of 2004. As part of this program, effective March 31, 2004, HB/PS closed
its Sotec  manufacturing  plant  near  Juarez,  Mexico  and moved all  remaining
activities to its Saltillo,  Mexico facility.  In addition, it has closed its El
Paso,  Texas  warehouse  and  consolidated  these  activities  into its Memphis,
Tennessee  warehouse.  HB/PS also will reduce  activities at its remaining North
American  manufacturing  plants through the end of 2006 as a result of increased
sourcing of products  from China.  These  actions are designed to reduce  HB/PS'
manufacturing  inefficiencies  attributable to excess capacity to minimal levels
by 2006. The company estimates  manufacturing  inefficiencies  were $6.9 million
for the full year 2003 and $3.1 million in the first three months of 2004.

In the financial  results for the first quarter of 2004,  HB/PS will recognize a
restructuring  charge and related  inventory  impairment of  approximately  $9.1
million  pre-tax,  or $5.6  million  after a tax benefit of $3.5  million.  This
amount includes cash charges of $5.7 million,  comprised of $2.3 million related
to severance  benefits,  $2.6 million of contract  termination  costs related to
closed  facilities  and $1.1 million of contract  termination  costs  related to
machinery  and  equipment  that is no  longer in use,  partially  offset by $0.3
million of  anticipated  proceeds  from the sale of  equipment.  The charge also
includes  non-cash  amounts of $3.0 million related to the impairment of tooling
and  equipment  that is no longer in use and $0.4 million for the  write-down of
excess inventory.

In addition,  HB/PS anticipates that it will incur subsequent charges, which are
not eligible for accrual at March 31, 2004, totaling  approximately $2.6 million
pre-tax   related  to  this   restructuring   program.   This  amount   includes
approximately $1.9 million of cash charges, comprised of $1.6 million related to
additional  contract  terminations of leased equipment and $0.3 million of other
cash charges.  The remaining  $0.7 million  relates to non-cash  charges for the
subsequent  write-down of equipment  that will no longer be used. The subsequent
charges related to this manufacturing  restructuring  program are expected to be
$1.8 million during 2004, with the majority of these expenses anticipated in the
fourth quarter, $0.6 million in 2005 and $0.2 million in 2006.

Estimated  pre-tax benefits from this  restructuring  program are expected to be
approximately  $0.7  million  during  the  remaining  three  quarters  of  2004,
approximately  $5.5 million in 2005 and  approximately  $3.8 million annually in
2006  and  thereafter.  The  estimated  benefits  are  net  of  the  anticipated
subsequent  charges related to this program  discussed above, and do not include
the benefit of sourcing  additional  products  from China or the benefits of our
previously discussed manufacturing efficiency and cost reduction programs.









Forward looking statements:

Certain statements  contained in this Form 8-K that are not historical facts are
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and  Section  21E of the  Securities  Exchange  Act of  1934.  These
forward-looking  statements are made subject to certain risks and uncertainties,
which could cause actual results to differ  materially  from those  presented in
these  forward-looking  statements.  Readers  are  cautioned  not to place undue
reliance on these forward-looking statements.  NACCO Industries, Inc. undertakes
no obligation  to publicly  revise these  forward-looking  statements to reflect
events or  circumstances  that  arise  after  the date  hereof.  Such  risks and
uncertainties with respect to HB/PS' operations include, without limitation: (1)
changes in the sales  prices,  product  mix or levels of consumer  purchases  of
kitchenware  and small electric  appliances,  (2) bankruptcy of or loss of major
retail customers or suppliers,  (3) changes in costs,  including  transportation
costs, of raw materials,  key component parts or sourced products, (4) delays in
delivery or the unavailability of raw materials,  key component parts or sourced
products, (5) exchange rate fluctuations,  changes in the foreign import tariffs
and monetary policies and other changes in the regulatory climate in the foreign
countries  in which HB/PS buys,  operates  and/or  sells  products,  (6) product
liability, regulatory actions or other litigation, warranty claims or returns of
products,  (7) increased  competition,  (8) customer  acceptance  of, changes in
costs  of,  or  delays  in the  development  of  new  products,  (9)  successful
implementation,  delays in, or increased  costs of,  restructuring  programs and
(10) the uncertain  impact on the economy or the public's  confidence in general
from terrorist activities and the impact of the situation in Iraq.









                                    SIGNATURE

     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.


                                    NACCO INDUSTRIES, INC.



                                    By: /s/ Kenneth C. Schilling
                                        ----------------------------------------
                                        Name:  Kenneth C. Schilling
                                        Title:  Vice President and Controller


Date:  April 15, 2004