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 or earliest event reported)	May 12, 2005


                           AMPCO-PITTSBURGH CORPORATION
              (Exact name of registrant as specified in its charter)


  Pennsylvania               	1-898	             25-1117717

(State or other	      (Commission file number)	   (I.R.S. Employer
 jurisdiction	 				    Identification
 of incorporation)			   	    Number)


        600 Grant Street
         Pittsburgh, PA        	                           15219              

     (Address of principal     				(Zip Code)
      executive offices)


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.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))




Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or 
a Related Audit Report or Completed Interim Review

   Subsequent to the issuance of the Corporation's consolidated 
financial statements for the year ended December 31, 2004, the 
Corporation concluded:

   (1)	based on supplemental guidance recently issued, that auction-
        rate securities do not meet the definition of cash equivalents 
        and should therefore be classified as short-term marketable 
        securities, and 

   (2)	its outstanding Industrial Revenue Bond debt should be 
        classified as a current liability, despite principal not 
        beginning to become due until 2020, since the bonds can be put 
        back to the Corporation on short notice if, although 
        considered remote by the Corporation, the bonds are unable to 
        be remarketed and bondholders seek reimbursement from the 
        letters of credit which serve as collateral for the bonds.  
        Any payments under the letters of credit are required to be 
        repaid by the Corporation immediately.  

   The effect of reclassifying its investments in auction-rate 
securities from cash and cash equivalents to short-term marketable 
securities and its Industrial Revenue Bond debt from a long-term 
liability to a current liability on the consolidated balance sheets as 
of December 31, 2004 and 2003 and the consolidated statements of cash 
flows for the years ended December 31, 2004 and 2003, is indicated 
below.  The Corporation did not invest in auction-rate securities 
prior to 2003.
			
	                                  2004         	          2003     
   		                    As	                    As
		                Previously	As	Previously	As	
	                        Reported     Restated	 Reported    Restated
				
                                 		(in thousands)
Consolidated Balance Sheets
as of December 31,: 

Cash and cash equivalents	  $36,795     $11,340    $35,739      $15,489
Short-term marketable securities        -      25,455          -       20,250
Total current liabilities	   41,170      54,481     34,042       47,353
Long-term debt obligations 	   13,311	    -	  13,311   	    -






	                                  2004            	   2003     
   	                             As			       As
		                 Previously	   As	  Previously	   As	
	                         Reported	Restated   Reported	Restated
	
                                                  (in thousands)
Consolidated Statements of
Cash Flows for the Year Ended:

Purchases of short-term 
marketable securities	         $      -	$(48,635)  $     -     $(51,250)
Proceeds from the sale of 
short-term marketable securities	-	  43,430         -	 31,000
Net cash flow (used in) provided 
by investing activities            (5,111)       (10,316)    6,863	(13,387)
Net increase (decrease) in cash 
and cash equivalents	            1,056	  (4,149)    7,950	(12,300)
Cash and cash equivalents 
at beginning of period             35,739	  15,489    27,789	 27,789
Cash and cash equivalents 
at end of period	           36,795	  11,340    35,739	 15,489

 
     Management, including the principal executive officer and the 
principal financial officer, of the Corporation have evaluated the 
implications of these changes on the Corporation's internal control 
over financial reporting and have concluded that a material weakness 
in the Corporation's internal control over financial reporting with 
respect to classification of the Industrial Revenue Bond debt 
(redeemable instruments that are subject to remarketing agreements) 
existed but has been since been remediated. The remedial actions taken 
included:

   -	Requiring all future debt agreements to be reviewed by the 
        finance department for proper balance sheet classification.
   -	Improving understanding of relevant personnel of the requirements 
        of EITF D-61, "Classification by the Issuer of Redeemable 
        Instruments That Are Subject to Remarketing Agreements".

    The Audit Committee of the Corporation's Board of Directors and 
management concluded on May 11, 2005, that the previously issued 
consolidated financial statements and related auditors' reports for 
the years ended December 31, 2004 and 2003 should not be relied upon 
because of the aforementioned errors in those consolidated financial 
statements. The Corporation intends to file an amendment on Form 10-
K/A to its Annual Report to Shareholders on Form 10-K for the year 
ended December 31, 2004, as soon as practicable.  

    The Audit Committee of the Corporation's Board of Directors and 
management have discussed the matters disclosed in this Current Report 
on Form 8-K with the Corporation's independent registered public 
accounting firm, Deloitte & Touche, LLP.  




                             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:  May 12, 2005	               By:  s/Marliss D. Johnson    
                                             Marliss D. Johnson
                                             Vice President, Controller,
                                             Treasurer