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):   March 28, 2005  

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, Cleveland, 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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On March 28, 2005, NACCO Industries, Inc.’s wholly owned subsidiary, NACCO Materials Handling Group, Inc. (the “Company”), entered into a letter agreement with General Electric Capital Corporation (“GECC”) to extend the term of its International Operating Agreement dated April 15, 1998 with GECC (the “Agreement”) until June 1, 2005.

Item 9.01 Financial Statements and Exhibits.

     As described in Item 1.01 of this Current Report on Form 8-K, the following Exhibit is filed as part of this Current Report on Form 8-K.

(c) Exhibits
10.1	Letter Agreement between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation dated March 28, 2005.

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 1, 2005

EXHIBIT INDEX

Exhibit Number	Description
10.1	Letter Agreement between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation dated March 28, 2005.

EX-10.1

Exhibit 10.1

March 28, 2005

Mr. Jeffrey Mattern
Treasurer
NACCO Materials Handling Group, Inc.
650 Northeast Holladay Street, Suite 1600
Portland, OR 97232

RE:	(i) Restated and Amended Joint Venture and Shareholders Agreement dated April 15, 1998 as amended from time to time (the “JV Agreement”);
	(ii) International Operating Agreement dated April 15, 1998 as amended from time to time (the “Operating Agreement”);
	(iii) Recourse and Indemnity Agreement dated October 21, 1998 as amended from time to time (the “R&I Agreement”)

Dear Jeff:

NACCO Materials Handling Group, Inc. (“NMHG”) and General Electric Capital Corporation (“GE Capital”) and all of their respective affiliates and subsidiaries which may be parties to any of the above-referenced agreements (collectively the “Agreements”) hereby agree that the “Base Term” (as that term is described in each of the respective Agreements) shall be extended and shall now expire on June 1, 2005 (“New Base Expiration Date”) and all of the duties and obligations of the parties under the Agreements shall continue unmodified and in full force and effect until such date. Accordingly, in conjunction with the extension of the Base Term to the New Base Expiration Date, the obligations of NMHG arising under (i) the Recourse for Wholesale Accounts set forth in Section 3.7 of the Operating Agreement; and (ii) the R& I Agreement, shall continue unmodified and in full force and effect through the New Base Expiration Date.

By their respective signatures below, NMHG and GE Capital each hereby agree to all of the extensions noted above.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Belle-Ann Abrams , as attorney-in-fact
	Edward J. Simoneau Vice President and General Manager – Dealer Financial Services
NACCO MATERIALS HANDLING GROUP, INC.
By:	/s/ Jeffrey C. Mattern
	Jeffrey C. Mattern Treasurer