~~Page 1 of 27~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended~~June~~

September 30, 2004

Commission File Number

1-5415

A. M. Castle & Co.

(

Exact name of registrant as specified in its ~~charter)~~

charter

Maryland		36-0879160
(State or Other Jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)
~~incorporation of organization)~~

3400 North Wolf Road, Franklin Park, Illinois		60131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone, including area code

847/455-7111

~~Registrant's telephone, including area code847/455-7111~~

None

(Former name, former address and former fiscal year, if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesX

Indicate by check mark whether the registrant is an accelerated filer (as deigned in Rule 12b-2 of the Exchange Act).

YesX

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	~~Class~~	Outstanding at ~~June~~September 30, 2004
Common Stock, $0.01 Par Value	~~15,793,937~~	15,796,437 shares

~~Page 2 of 27~~

A. M. CASTLE & CO.

Part I. FINANCIAL INFORMATION

Part I. Finanical Information				Page Number
			~~Number~~
~~Part I.~~ Item 1.	Financial ~~Information~~ Statements (unaudited)

	~~Item 1.~~ Comparative Balance Sheets	~~Financial Statements (unaudited):~~	3

	Comparative Statements of Operations	~~Comparative Balance Sheets~~	3 4

		~~Comparative~~Condensed Statements of ~~Operations~~ Cash Flows		4 5

	Notes to Comparative Financial Statements	~~Condensed Statements of Cash Flows~~	5 6-12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~Notes to Comparative Financial Statements~~	~~6-12~~ 12-20

Item 3	~~Item 2.~~	~~Management's Discussion and Analysis of Financial~~ ~~Condition and Results of Operations~~		~~12-20~~

	~~Item 3.~~		Quantitative and Qualitative Disclosure About Market Risk		20

Item 4	~~Item 4.~~	Control and Procedures		21


Part II. Other Information
Item 1.	Legal Proceedings	22

	~~Item 1.~~		~~Legal Proceedings~~		22

	Item 4.		Submission of Matters to a Vote of Security Holders	22

	Item 6.		Exhibits and Reports on Form 8-K	22

A.M. CASTLE & CO.
COMPARATIVE BALANCE SHEETS
(Amounts in thousands)
Unaudited		Sep. 30			Dec. 31,			Sep. 30
		2004			2003			2003
ASSETS
Current assets
Cash and equivalents	$	5,435		$	2,455		$	831
Accounts receivable, net		99,073			54,232			51,666
Inventories (principally on last-in first-out basis)		121,297			117,270			119,730
Income tax receivable		310			660			-
Assets held for sale		995			1,067			-
Other current assets		7,926			7,184			5,546
Total current assets		235,036			182,868			177,773
Investment in joint ventures		7,024			5,492			5,317
Goodwill		31,959			31,643			31,619
Pension assets		42,216			42,075			41,823
Advances to joint ventures and other assets		7,517			8,688			8,875
Property, plant and equipment, at cost
Land		4,767			4,767			5,020
Building		47,255			45,346			48,885
Machinery and equipment		121,093			118,447			118,741
		173,115			168,560			172,646
Less - accumulated depreciation		(107,528	)		(100,386	)		(101,763	)
		65,587			68,174			70,883
Total assets	$	389,339		$	338,940		$	336,290

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable	$	102,893		$	67,601		$	60,422
Accrued liabilities and deferred gains		23,990			19,145			19,259
Current and deferred income taxes		2,954			4,852			4,183
Current portion of long-term debt		11,676			8,248			7,980
Total current liabilities		141,513			99,846			91,844
Long-term debt, less current portion		89,450			100,034			98,786
Deferred income taxes		19,942			13,963			16,018
Deferred gain on sale of assets		6,673			7,304			6,997
Minority interest		1,268			1,456			1,441
Post retirement benefits obligations		2,834			2,683			2,352
Stockholders' equity
Preferred stock		11,239			11,239			11,239
Common stock		159			159			159
Additional paid in capital		35,025			35,009			35,017
Earnings reinvested in the business		80,147			66,480			72,002
Accumulated other comprehensive income		1,350			1,042			727
Other - deferred compensation		(16	)		(30	)		62	)
Treasury stock, at cost		(245	)		(245	)		(230	)
Total stockholders' equity		127,659			113,654			118,852
Total liabilities and stockholders' equity	$	389,339		$	338,940		$	336,290

The accompanying notes are an integral part of these financial statements.

A.M. CASTLE & CO.
COMPARATIVE STATEMENTS OF OPERATIONS	For the Three						For the Nine
(Amounts in thousands, except per share data)	Months Ended						Months Ended
(Unaudited)	Sept 30,						Sept 30,
	2004			2003			2004			2003

Net sales	$	199,341		$	134,917		$	563,195		$	410,510
Cost of material sold		(142,033	)		(95,948	)		(398,378	)		(287,931	)
Special charges		-			-			-			(1,524	)
Gross material margin		57,308			38,969			164,817			21,055

Plant and delivery expense		(23,665	)		(21,300	)		(70,667	)		(65,913	)
Sales, general, and administrative expense		(20,345	)		(16,723	)		(59,117	)		(52,402	)
Depreciation and amortization expense		(2,245	)		(2,083	)		(6,736	)		(6,700	)
Impairment and other operating expenses		-			-			-			(5,924	)
Total other operating expense		(46,255	)		(40,106	)		(136,520	)		(130,939	)

Operating income (loss)		11,053			(1,137	)		28,297			(9,884	)

Equity in earnings (loss) of joint ventures		1,458			2			3,197			(79	)
Impairment to joint venture investment and advances		-			-			-			(2,830	)
Interest expense, net		(2,175	)		(2,452	)		(6,706	)		(7,347	)
Discount on sale of accounts receivable		(167	)		(295	)		(684	)		(874	)

Income (loss) before income tax		10,169			(3,882	)		24,104			(21,014	)

Income tax (provision) benefit
Federal		(3,250	)		1,284			(7,720	)		6,808
State		(832	)		261			(1,994	)		1,431
		(4,082	)		1,545			(9,714	)		8,239
Net income (loss)		6,087			(2,337	)		14,390			(12,775	)

Preferred Dividends		(240	)		(242	)		(720	)		(719	)
Net income (loss) applicable to common stock	$	5,847		$	(2,579	)	$	13,670		$	(13,494	)

Basic earnings (loss) per share	$	0.37		$	(0.16	)	$	0.87		$	(0.86	)
Diluted earnings (loss) per share	$	0.35			(0.16	)	$	0.82			(0.86	)

The accompanying notes are an integral part of these financial statements.

~~Page 3 of 27~~

COMPARATIVE STATEMENTS OF OPERATIONS

For the Three
For the Six
(Amounts in thousands, except per share data)

Months Ended
Months Ended
(Unaudited)

June 30,
June 30,

2004

2003

2004

2003

Net sales

$
188,221

$
133,947

$
363,854

$
275,593

Cost of material sold

(131,865
)

(93,539
)

(256,346
)

(191,983
)
Special charges

-

(1,524
)

-

(1,524
)
Gross material margin

56,356

38,884

107,508

82,086

Plant and delivery expense

(23,405
)

(22,263
)

(47,001
)

(44,613
)
Sales, general, and administrative expense

(19,315
)

(17,643
)

(38,771
)

(35,679
)
Depreciation and amortization expense

(2,244
)

(2,313
)

(4,491
)

(4,617
)
Impairment and other operating expenses

-

(5,924
)

-

(5,924
)
Total other operating expense

(44,964
)

(48,143
)

(90,263
)

(90,833
)

Operating income (loss)

11,392

(9,259
)

17,245

(8,747
)

Equity earnings (loss) of joint ventures

1,104

(44
)

1,739

(81
)
Impairment to joint venture investment and advances

-

(2,830
)

-

(2,830
)
Interest expense, net

(2,218
)

(2,452
)

(4,532
)

(4,895
)
Discount on sale of accounts receivable

(234
)

(250
)

(517
)

(579
)

Income (loss) from continuing operations before income tax

10,044

(14,835
)

13,935

(17,132
)

Income tax (provision) benefit

Federal

(3,238
)

4,761

(4,470
)

5,524

State

(808
)

1,043

(1,162
)

1,170

(4,046
)

5,804

(5,632
)

6,694

Net income (loss) from continuing operations

5,998

(9,031
)

8,303

(10,438
)

Preferred dividends

(240
)

(240
)

(480
)

(477
)
Net income (loss) applicable to common stock

$
5,758

$
(9,271
)
$
7,823

$
(10,915
)

Basic earnings (loss) per share

$
0.36

$
(0.59
)
$
0.50

$
(0.69
)
Diluted earnings (loss) per share

$
0.35

(0.59
)
$
0.47

(0.69
)

EBITDA*

$
14,740

$
(9,820
)
$
23,475

$
(7,041
)
*Earnings before interest, discount on sale of accounts receivable, taxes, depreciation and amortization

A.M. CASTLE & CO.
CONDENSED STATEMENT OF CASH FLOWS
(Dollars in thousands)	For the Nine Months
(Unaudited)	Sept. 30,
		2004			2003

Cash flows from operating activities:
Net income (loss)	$	14,390		$	(12,775	)
Depreciation		6,736			6,700
Amortization of deferred gain		(631	)		(150	)
Equity in (earnings) loss from joint ventures		(3,197	)		79
Deferred taxes and income tax receivable		6,315			4,732
Non-cash pension income (loss) and post-retirement benefits		315			(1,053	)
Other		1,267			(3,257	)
Cash from operating activities before working capital changes		25,195			(5,724	)
Asset impairment and special charges		-			10,278
Net change in accounts receivable sold		(8,000	)		(5,866	)
Other Increase in working capital		(1,076	)		(61	)
Net cash from operating activities		16,119			(1,373	)

Cash flows from investing activities:
Investments and acquisitions		(1,744	)		-
Advances to joint ventures		-			(199	)
Capital expenditures		(3,419	)		(2,183	)
Proceeds from sale of assets					10,538
Net cash from investing activities		(5,163	)		8,156

Cash flows from financing activities
Payments on long-term debt		(7,337	)		(6,453	)
Preferred dividends paid		(720	)		(719	)
Other		(85	)		-
Net cash from financing activities		(8,142	)		(7,172	)

Effect of exchange rate changes on cash		166			302

Net (decrease) increase in cash		2,980			(87	)

Cash - beginning of year	$	2,455		$	918
Cash - end of period	$	5,435		$	831

Supplemental cash disclosure - cash received (paid) during the period:
Interest		($6,815	)		($7,464	)
Income taxes		($4,923	)	$	12,771

The accompanying notes are an integral part of these statements.

~~Page 4 of 27~~

COMPARATIVE BALANCE SHEETS

(Amounts in thousands except per share data)

UNAUDITED

Jun. 30

Dec. 31

Jun. 30

2004

2003

2003

ASSETS

Current assets

Cash and equivalents

$
4,503

$
2,455

$
1,672

Accounts receivable, net

91,714

54,232

42,219

Inventories (principally on last-in first-out basis)

105,224

117,270

127,658

Income tax receivable

408

660

-

Assets held for sale

1,059

1,067

-

Other current assets

8,658

7,184

7,800

Total current assets

211,566

182,868

179,349

Investment in joint ventures

5,973

5,492

7,224

Goodwill

31,925

31,643

31,720

Pension assets

42,169

42,075

41,109

Advances to joint ventures and other assets

7,464

8,688

5,534

Property, plant and equipment, at cost

Land

4,767

4,767

6,031

Building

47,130

45,346

51,826

Machinery and equipment

119,883

118,447

119,302

171,780

168,560

177,159

Less - accumulated depreciation

(105,133
)

(100,386
)

(102,062
)

66,647

68,174

75,097

Total assets

$
365,744

$
338,940

$
340,033

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities

Accounts payable

$
87,299

$
67,601

$
61,722

Accrued liabilities and deferred gains

21,652

19,145

19,810

Current and deferred income taxes

2,377

4,852

4,037

Current portion of long-term debt

13,057

8,248

11,230

Total current liabilities

124,385

99,846

96,799

Long-term debt, less current portion

89,187

100,034

100,358

Deferred income taxes

20,147

13,963

17,753

Deferred gain on sale of assets

6,902

7,304

-

Minority interest

1,262

1,456

1,404

Post retirement benefits obligations

2,758

2,683

2,292

Stockholders' equity

Preferred stock

11,239

11,239

11,239

Common stock

159

159

159

Additional paid in capital

35,009

35,009

35,017

Earnings reinvested in the business

74,300

66,480

74,581

Accumulated other comprehensive income (loss)

663

1,042

732

Other - deferred compensation

(22
)

(30
)

(71
)
Treasury stock, at cost

(245
)

(245
)

(230
)
Total stockholders' equity

121,103

113,654

121,427

Total liabilities and stockholders' equity

$
365,744

$
338,940

$
340,033

The accompanying notes are an integral part of these financial statements.

~~Page 5 of 27~~

CONDENSED STATEMENT OF CASH FLOWS

(Dollars in thousands)

For the Six Months
(Unaudited)

June 30,

2004

2003

Cash flows from operating activities:

Net income/(loss)

$
8,303

$
(10,438
)
Depreciation and amortization

4,491

4,617

Amortization of deferred gain on sale of assets

(402
)

-

Equity loss (earnings) from joint ventures

(1,739
)

81

Deferred taxes and income tax receivable

6,454

6,466

Non-cash pension income and post-retirement benefits

105

(480
)
Other

1,010

(1,694
)
Cash from operating activities before working capital changes

18,222

(1,448
)
Asset impairment and special charges

-

10,278

Net change in accounts receivable sold

(5,000
)

1,800

Other; Increase in working capital

(688
)

(5,822
)
Net cash from operating activities

12,534

4,808

Cash flows from investing activities:

Investments and acquisitions

(1,744
)

-

Advances to joint ventures

-

(233
)
Capital expenditures

(2,372
)

(1,727
)
Net cash from investing activities

(4,116
)

(1,960
)

Cash flows from financing activities

Long-term debt reductions

(5,826
)

(1,737
)
Preferred dividends paid

(480
)

(477
)
Other

(94
)

-

Net cash from financing activities

(6,400
)

(2,214
)

Effect of exchange rate changes on cash

30

120

Net increase in cash

2,048

754

Cash - beginning of year

$
2,455

$
918

Cash - end of period

$
4,503

$
1,672

Supplemental cash disclosure - cash (paid) received during the period:

Interest
$
(4,569
)
$
(4,634
)
Income taxes
$
(1,448
)
$
12,813

The accompanying notes are an integral part of these statements.

~~Pag 6 of 27~~

A. M. Castle & Co.

Notes to Comparative Financial Statements

(Unaudited)

~~Comparative Financial Statements~~

1.	Comparative Financial Statements

The comparative financial statements included herein are unaudited. The balance sheet at December 31, 2003 is derived from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K. The ~~20 04~~2004 interim results reported herein may not necessarily be indicative of the results of operations for the full year.

~~New Accounting Standards~~

2.	New Accounting Standards

In compliance with Statement of Financial Accounting Standards ~~("SFAS"~~(åSFASæ) No. 132 (revised 2003) ~~"Employees’~~åEmployees’ Disclosures About Pensions and Other Post Retirement ~~Benefits"~~Benefitsæ, the Company has disclosed the interim information required as Footnote 11 herein.

~~Earnings Per Share~~

3.	Earnings Per Share

Earnings per common share are computed by dividing net income by the weighted average number of shares of common stock (basic) plus common stock equivalents (diluted) outstanding during the year. Common stock equivalents consist of stock options, restricted stock awards and preferred stock shares and have been included in the calculation of weighted average shares outstanding using the treasury stock method. In accordance with SFAS No. 128 "Earnings per Share", the following table is a reconciliation of the basic and fully diluted earnings per share calculations for the periods reported.

	For The Three Months Ended Sept 30,						For The Nine Months Ended Sept 30,
	2004			2003			2004			2003
(in thousands)
Net income (loss)	$	6,087		$	(2,337	)	$	14,390		$	(12,775	)
Preferred dividends		(240	)		(242	)		(720	)		(719	)
Net income (loss) applicable to common stock	$	5,847		$	(2,579	)	$	13,670		$	(13,494	)
Weighted average common shares outstanding		15,797			15,788			15,794			15,777
Dilutive effect of outstanding employee and
Directors’ common stock options and preferred stock		953			—			802			—
Diluted common shares outstanding		16,750			15,788			16,596			15,777

Basic income (loss) per common share	$	0.37		$	(0.16	)	$	0.87		$	(0.86	)
Diluted income (loss) per common share	$	0.36		$	(0.16	)	$	0.87		$	(0.86	)

Outstanding employee and directors' common stock options and restricted and preferred stock shares having no dilutive effect		845			3,575			850			3,575

~~Page 7 of 27~~

4.	Accounts Receivable Securitization

For The Three Months Ended
June 30,
For The Six
Months Ended
June 30,

2004
2003
2004
2003
(in thousands)

Net income (loss)

$
5,998

$
(9,031
)
$
8,303

$
(10,438
)
Preferred dividends

(240
)

(240
)

(480
)

(477
)
Net income (loss) applicable to common stock

$
5,758

$
(9,271
)
$
7,823

$
(10,915
)
Weighted average common shares outstanding

15,793

15,780

15,792

15,771

Dilutive effect of outstanding employee and

Directors’ common stock options and preferred stock

871

—

716

—

Diluted common shares outstanding

16,664

15,780

16,508

15,771

Basic income (loss) per common share

$
0.36

$
(0.59
)
$
0.50

$
(0.69
)
Diluted income (loss) per common share

$
0.35

$
(0.59
)
$
0.47

$
(0.69
)

Outstanding employee and directors' common stock options and restricted and preferred stock shares having no dilutive effect

977

3,662

977

3,662

~~305 thousand shares of Preferred Stock Common Stock equivalents are anti-dilutive to "Net income (loss)" before preferred dividends.~~

4. ~~Accounts Receivable Securitization~~

The Company is utilizing a special purpose, fully consolidated, bankruptcy remote company (Castle SPFD, LLC) for the sole purpose of buying receivables from the parent Company and selected subsidiaries and selling an undivided interest in a base of receivables to a finance company. Castle SPFD, LLC retains an undivided interest in the pool of accounts receivable and bad debt losses are allocated first to this retained interest. The facility, which expires in December 2005, requires early amortization if the special purpose company does not maintain a required minimum equity balance or if certain ratios related to the collectibility of the receivables are not maintained. Funding under the facility is limited to the lesser of a calculated funding base or $60 million. As of ~~June~~September 30, 2004, ~~$8.0~~$5.0 million of accounts ~~receivable~~rec eivable were sold to the finance company and an additional ~~$41.5~~$ 43.1 million could have been sold under the agreement. The amount sold to the financing company at December 31, 2003 ~~a nd June~~and September 30, 2003 was $13.0 million and ~~$27.7~~$20.0 million, respectively.

The sale of accounts receivable is reflected as a reduction of "accounts receivable, net" in the Comparative Balance Sheets and the proceeds received are included in "net cash from operating activities" in the Condensed Statements of Cash Flows. Sales proceeds from the receivables are less than the face amount of the accounts receivable sold by an amount equal to a discount on sales as determined by the financing company. These costs are charged to "discount on sale of accounts receivable" in the Comparative Statements of Operations. The discount rate as of ~~June~~September 30, 2004 was ~~4.04%~~4.75%.

Goodwill

~~Page 8 of 27~~

5. ~~Goodwill~~

During the first quarter of 2004 the Company’s ~~Metals~~Metal Segment purchased the remaining 50% interest in its Mexican joint venture and the ~~Plastics~~Plastic Segment purchased the remaining 40% interest in its Paramont Machine Company subsidiary (both of these entities are now wholly owned). Based on the purchase price of these entities and the valuations required by SFAS 141 ~~"Business Combinations"~~åBusiness Combinationsæ, additional net goodwill of $0.3 million was reported.

The Company performs an annual impairment test on Goodwill and other intangible assets during the first quarter of each fiscal year. Based on the test made during the first quarter of 2004, the Company has determined that there is no impairment to the remaining goodwill balance of $31.9 million.

The changes in carrying amounts of goodwill were as follows(in thousands):

MetalsSegment

PlasticsSegment

Total

Balance As of December 31, 2003

$
18,670

$
12,973

$
31,643

Purchases

510

(210
)

300

Currency Valuation

(18
)

¾

(18
)
Balance As of June 30, 2004

$
19,162

$
12,763

$
31,925

6. ~~Acquisitions~~

Metal Segment Plastic Segment Total
Balance As of December 31, 2003 $ 18,670 $ 12,973 $ 31,643
Purchases 510 (210 ) 300
Currency Valuation 16 — 16
Balance As of September 30, 2004 $ 19,196 $ 12,763 $ 31,959

6.	Acquisitions

Effective January 1, 2004 the Company purchased the remaining joint venture partner's interest in Castle de Mexico, S.A. de C.V. for $1.6 million. Castle de Mexico is a distribution company, which targets a wide range of businesses within the durable goods sector throughout Mexico. The results of this entity, now a wholly owned subsidiary, have been consolidated in the Company's financial statements as of the effective date of the acquisition.

On March 31, 2004 Total Plastics Inc. (TPI) purchased the remaining 40% interest in its Paramont Machine Company subsidiary for $0.4 million. Paramont is a manufacturer of plastic parts and components which sells to a variety of businesses basically in the Midwest. Beginning on March 31, 2004 the results of the entity were reported as a wholly owned subsidiary (the minority interest was previously eliminated from reported results). The acquisition has been reported based on ~~a preliminary~~an allocation of the purchase price.

7. ~~LIFO~~

LIFO

Inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO determinations, including those at ~~June~~September 30, 2004 and 2003, must necessarily be based on management’s estimates of inventory levels and costs. Since future estimates of inventory levels and costs are subject to certain forces beyond the control of management, interim financial results are subject to fiscal year-end LIFO inventory valuations.

Current replacement cost of inventories exceeds book value by ~~$65.1~~$79.6 million and ~~$39.0~~$42.9 million at ~~June~~September 30, 2004 and ~~June 30,~~December 31, 2003 respectively. Taxes on income would become payable on any realization of this excess from reductions in the level of inventories.

8. ~~Stock Options~~

8.	Stock Options

Valuation Assumptions – - As required, the Company has adopted the disclosure provisions of SFAS No. 148, "Accounting for Stock-Based Compensation –- Transition and Disclosure", for the periods ended ~~June~~September 30, 2004 and 2003. The following table summaries on a pro-forma basis the effects on the Company's net loss had compensation been recognized. The fair value of the options granted had been estimated using the Black Scholes option pricing model with the

~~Page 9 of 27~~

following assumptions: risk free interest rate of 3.1% to 4.5%, expected dividend yield of zero, option life of 10 years, and expected volatility from 30.0% to 50.0%. There were no employee options granted in the first ~~half~~three quarters of 2004.

Pro-Forma Income (Loss) Information

	For The Three Months Ended September 30						For The Nine Months Ended September 30,
	2004			2003			2004			2003
Net income (loss) applicable to common stock, as reported	$	5,847		$	(2,579	)	$	13,670		$	(13,494	)
Pro-forma effect of stock option compensation
under fair value based method for all awards		(474	)		(236	)		(940	)		(709	)
Pro-forma net income (loss) applicable to common stock	$	5,373		$	(2,815	)	$	12,730		$	(14,203	)

Basic income (loss) per share, as reported	$	0.37		$	(0.16	)	$	0.87		$	(0.86	)

Diluted income (loss) per share, as reported	$	0.36		$	(0.16	)	$	0.87		$	(0.86	)
Pro-forma income (loss) per share:
Basic	$	0.34		$	(0.18	)	$	0.81		$	(0.90	)
Diluted	$	0.33		$	(0.18	)	$	0.81		$	(0.90	)

For The Three Months Ended
June 30,
For The Six Months Ended
June 30,

2004

2003

2004

2003

Net income (loss) applicable to common stock, as reported

$
5,758

$
(9,271
)
$
7,823

$
10,915
)
Pro-forma effect of stock option compensation
under fair value based method for all awards

(233
)

(237
)

(466
)

(473
)
Pro-forma net income (loss) applicable to common stock

$
5,525

$
9,508

$
7,357

$
(11,388
)

Total basic diluted income (loss) per share, as reported

$
0.36

$
(0.59
)
$
0.50

$
(0.69
)

Total diluted income (loss) per share, as reported

$
0.35

$
(0.59
)
$
0.47

$
(0.69
)
Pro-forma income (loss) per share:

Basic

$
0.35

$
(0.60
)
$
0.47

$
(0.72
)
Diluted

$
0.34

$
(0.60
)
$
0.44

$
(0.72
)

9. ~~Segment Reporting~~

9. Segment Reporting

The Company distributes and performs first stage processing on both ~~metals~~metal and ~~plastics.~~plastic materials. Although the distribution ~~process is~~processes are similar, different products are offered and different customers are served by each of these businesses and, therefore, they are considered segments according to SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information".

The accounting policies of all segments are as described in the summary of significant accounting policies. Management evaluates performance of its business segments based on operating income. The Company does not maintain separate standalone financial statements prepared in accordance with generally accepted accounting principles for each of its operating segments.

The following is the segment information for the quarters ended ~~June~~September 30, 2004 and 2003:

(in millions)

Net Sales

Gross Mat’lMargin

OtherOper Exp

Operating Income(Loss)

2004

Metals Segment

$
166.1

$
49.0

$
(38.0
)
$
11.0

Plastics Segment

22.1

7.3

(5.7
)

1.6

Other

—

—

(1.2
)

(1.2
)
Consolidated

$
188.2

$
56.3

$
(44.9
)
$
11.4

2003

Metals Segment

$
117.6

$
33.1

$
(42.5
)
$
(9.4
)
Plastics Segment

16.3

5.8

(5.0
)

0.8

Other

—

—

(0.6
)

(0.6
)
Consolidated

$
133.9

$
38.9

$
(48.1
)
$
(9.2
)

(in millions)
Net Sales Gross Mat’l Margin Other Oper Exp Operating Income (Loss)
2004
Metal Segment $ 174.5 $ 49.1 $ (38.9 ) $ 10.2
Plastic Segment 24.8 8.2 (6.0 ) 2.2
Other — — (1.3 ) (1.3 )
Consolidated $ 199.3 $ 57.3 $ (46.2 ) $ 11.1

2003
Metal Segment $ 117.3 $ 32.9 $ (33.5 ) $ (0.6 )
Plastic Segment 17.6 6.1 (5.3 ) 0.8
Other — — (1.3 ) (1.3 )
Consolidated $ 134.9 $ 39.0 $ (40.1 ) $ (1.1 )

"Other" — Operating loss includes costs of executive and legal departments and other corporate activities which support both operating segments of the Company.

~~Page 10 0f 27~~

The following is the segment information for the ~~six-months~~nine-months ended ~~June~~September 30, 2004 and 2003:

(in millions)

Net Sales

Gross Mat’lMargin

OtherOper Exp

Operating Income(Loss)

2004

Metals Segment

$
320.8

$
93.3

$
(76.6
)
$
16.7

Plastics Segment

43.0

14.2

(11.5
)

2.7

Other

—

—

(2.2
)

(2.2
)
Consolidated

$
363.8

$
107.5

$
(90.3
)
$
17.2

2003

Metals Segment

$
243.2

$
70.7

$
(79.4
)
$
(8.7
)
Plastics Segment

32.4

11.4

(10.1
)

1.3

Other

—

—

(1.4
)

(7.4
)
Consolidated

$
275.6

$
82.1

$
(90.8
)
$
(8.8
)

(in millions)
Net Sales Gross Mat’l Margin Other Oper Exp Operating Income (Loss)
2004
Metal Segment $ 495.4 $ 142.4 $ (115.5 ) $ 26.9
Plastic Segment 67.8 22.4 (17.4 ) 4.9
Other — — (3.5 ) (3.5 )
Consolidated $ 563.2 $ 164.8 $ (136.4 ) $ 28.3

2003
Metal Segment $ 360.5 $ 103.6 $ (112.8 ) $ (9.2 )
Plastic Segment 50.0 17.5 (15.4 ) 2.1
Other — — (2.7 ) (2.7 )
Consolidated $ 410.5 $ 121.1 $ (130.9 ) $ (9.8 )

"Other" — Operating loss includes costs of executive and legal departments and other corporate activities which support both operating segments of the Company.

The segment information for total assets at ~~June~~September 30, 2004, December 31, 2003 was as follows:

(in thousands)

June 30,
2004

December 31,
2003

Metals Segment

$
332,900

$
306,892

Plastics Segment

32,436

31,388

Other

408

660

Consolidated

$
365,744

$
338,940

(in thousands)	September 30, 2004		December 31, 2003
Metal Segment	$	342,736	$	306,892
Plastic Segment		46,293		31,388
Other		310		660
Consolidated	$	389,339	$	338,940

"Other" — The segment's total assets consist solely of the Company's income tax receivable (the segments file a consolidated tax return).

~~10.~~ ~~Asset Impairment and Special Charges~~

10.	Asset Impairment and Special Charges

After a review of certain of its under-performing operations within its metals segment, the Company initiated a major restructuring program during the second quarter of 2003. The restructuring anticipated the sale or liquidation of several under-performing and cash consuming business units, which were not strategic to the Company’s long-term strategy and were reporting operating losses and/or consuming cash. The restructuring included the closing of KSI, LLC a chrome bar plating operation; the liquidation or sale of the Company’s 50% interest in Laser Precision, a joint venture which produces laser cut parts; the sale of the operating assets of Keystone Honing Company, a subsidiary which processes and sells honed tubes; the disposal of selected pieces of equipment which interfere with more efficient use of ~~the~~th e Company’s distribution facilities; and the sale of the Company’s 50 % interest in Energy Alloys, a joint venture which distributes ~~tubul ar~~tubular goods to the oil and gas field industries.

~~Page 11 of 27~~

The impairment and special charges consisted of $1.5 million of inventories anticipated to be sold or liquidated in connection with the disposition of these businesses; the impairment of long-lived assets of $4.9 million based on their anticipated sale price or appraisal value; the accrual of $1.0 million of contract termination costs under operating leases associated with the sale of the businesses’ non inventory assets, which are included in ~~"impairment~~åimpairment and other operating ~~expenses"~~expensesæ; and a $2.8 million impairment on the investment in the two joint ventures; which are included in ~~"impairment~~åimpairment to joint venture investment and advances."

The following table summarizes the ~~restructure~~restructuring reserve activity:

(in millions)

December 31, 2003
Balance

First Half 2004
Spending

June 30, 2004
Balance

Lease and other contract transition costs

$
0.3

$
(0.3
)
$
—

Environmental clean-up costs

0.8

(0.8
)

—

Legal fees on asset sales/divestiture

0.1

(0.1
)

—

Total

$
1.2

$
(1.2
)
$
—

(in millions)

December 31, 2003
Balance

Nine Months 2004
Spending

Sept 30, 2004
Balance

Lease and other contract transaction costs $ 0.3 $ (0.3 ) $ --
Environmental clean-up costs 0.8 (0.8 ) —
Legal fees on asset sales/divestiture 0.1 (0.1 ) —
Total $ 1.2 $ (1.2 ) $ —

11.Pension and Post Retirement Benefits

The following are the components of the net pension and post-retirement benefit activities for the quarters ended September 30, 2004 and 2003 (in thousands):

	Pension Benefits						Other Benefits						Total Benefits
		2004			2003			2004			2003			2004			2003
Service cost	$	(594.2	)	$	(785.8	)	$	(29.0	)	$	(22.6	)	$	(623.2	)	$	(808.4	)
Interest cost		(1,448.1	)		(2,239.2	)		(38.1	)		(34.9	)		(1,486.2	)		(2,274.1	)
Expected return on plan assets		2,396.7			3,763.1			—			—			2,396.7			3,763.1
Amortization of prior service cost		(16.9	)		(26.1	)		(11.9	)		(9.5	)		(28.8	)		(35.6	)
Amortization of net (loss) gain		(366.3	)		(78.6	)		2.4			7.0			(363.9	)		(71.6	)
Net periodic (cost) benefit	$	(28.8	)	$	633.5		$	(76.6	)	$	(60.0	)	$	(105.4	)	$	573.5

The following are the components of the net pension and post-retirement benefit activities for the ~~quarters ended June~~nine months September 30, 2004 and 2003 (in thousands):

Pension Benefits
Other Benefits
Total Benefits

2004

2003

2004

2003

2004

2003

Service cost

$
(594.2
)
$
(372.1
)
$
(29.0
)
$
(22.6
)
$
(623.2
)
$
(394.7
)
Interest cost

(1,448.1
)

(1,060.4
)

(38.1
)

(34.9
)

(1,486.2
)

(1,095.3
)
Expected return on plan

2,396.7

1,782.1

—

—

2,396.7

1,782.1

Amortization of prior service cost

(16.9
)

(12.4
)

(11.9
)

(9.5
)

(28.8
)

(21.9
)
Amortization of net (loss) gain

(366.3
)

(37.2
)

2.4

7.0

(363.9
)

(30.2
)
Net periodic (cost) benefit

$
(28.8
)
$
300.0

$
(76.6
)
$
(60.0
)
$
(105.4
)
$
240.0

~~The following are the components of the net pension and post-retirement benefit activities for the six months ended June 30, 2004 and 2003 (~~~~in thousands):~~

	Pension Benefits						Other Benefits						Total Benefits						Pension Benefits						Other Benefits						Total Benefits
	2004			2003			2004			2003			2004			2003				2004			2003			2004			2003			2004			2003
Service cost	$	(1,188.4	)	$	(744.2	)	$	(58.0	)	$	(45.2	)	$	(1246.4	)	$	(789.4	)	$	(1,782.6	)	$	(1,530.0	)	$	(87.0	)	$	(67.8	)	$	(1,869.6	)	$	(1,597.8	)
Interest cost		(2,896.2	)		(2,120.8	)		(76.2	)		(69.8	)		(2,972.4	)		(2,190.6	)		(4,344.3	)		(4,360.0	)		(114.3	)		(104.7	)		(4,458.6	)		(4,464.7	)
Expected return on plan		4,793.4			3,564.2			—			—			4,793.4			3,564.2
Expected return on plan assets																				7,190.1			7,327.3			—			—			7,190.1			7,327.3
Amortization of prior service cost		(33.8	)		(24.8	)		(23.8	)		(19.0	)		(57.6	)		(43.8	)		(50.7	)		(50.9	)		(35.7	)		(28.5	)		(86.4	)		(79.4	)
Amortization of net (loss) gain		(732.6	)		(74.4	)		4.8			14.0			(727.8	)		(60.4	)		(1.098.9	)		(153.0	)		7.2			21.0			(1,091.7	)		(132.0	)
Net periodic (cost) benefit	$	(57.6	)	$	600.0		$	(153.2	)	$	(120.0	)	$	(210.8	)	$	480.0		$	(86.4	)	$	1,233.4		$	(229.8	)	$	(180.0	)	$	(316.2	)	$	1,053.4

12.	Commitments and Contingent Liabilities

~~Page 12 of 27~~

~~12.Commitments and Contingent Liabilities~~

At ~~June~~September 30, 2004 the Company had no outstanding guarantees ~~of $2.0 million~~ for bank loans made to ~~one of~~ its unconsolidated ~~affiliates. Also outstanding were~~affiliate. The Company had $1.8 million of irrevocable letters of credit and $0.7 million of cash deposits outstanding at quarter end to comply with the insurance reserve requirements of its workers’ compensation insurance carrier. The letter of credit is secured with a Certificate of Deposit, which is included in ~~"Advances~~åAdvances to joint ventures and other current ~~assets"~~assetsæ on the Comparative Balance Sheets.

The Company is the defendant in several lawsuits arising out of the conduct of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of the Company’s ~~in-house counsel~~management that no significant uninsured liability will result from the outcome of the litigation, and thus there is no material financial exposure to the Company.

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations.

Financial Review

This discussion should be read in conjunction with the information contained in the Consolidated Financial Statements and Notes for A. M. Castle & Co. (the ~~"Company"~~åCompanyæ).

Executive Overview

Recent Economic Trends and Events

~~Strong market and pricing trends continued throughout~~

As has been the ~~second quarter of 2004. Global~~case since late 2003, global shortages of the basic raw materials for steel making, ~~are stretching mill lead times and~~coupled with increased demand, have resulted in accelerated metal prices ~~since the fall~~and longer mill lead times. The Company’s metal segment represents 88% of ~~2003. During this same time period, economic activity~~its consolidated revenue base (remaining 12% is plastic). To assess demand growth trends in the durable goods manufacturing sector ~~has surged above prior year levels, resulting in higher tonnage requirements. The~~which our metal segment serves, management reviews the Purchaser’s Managers Index ~~("PMI"~~(åPMIæ) as provided by the Institute of Supply Managers(see Table 1 below),~~shows this favorable trend beginning in the third quarter of 2003 and its continuation through the second quarter of 2004.~~ .Generally speaking, an index above 50.0 indicates growth in the manufacturing sector of ~~the~~th e U.S. economy.

As the table shows, the growth that began in the third quarter of 2003 has continued through each subsequent quarter in 2004.

Table 1

YEAR	Qtr 1	Qtr 2	Qtr 3	Qtr 4
2003	49.7	48.9	54.1	60.6
2004	62.5	62.1	59.8

YEAR
Qtr 1
Qtr 2
Qtr 3
Qtr 4
2003
49.7
48.9
54.1
60.6
2004
62.5
62.1

Total tons shipped in the ~~metals~~Metal business are up ~~13.2%~~11.0% and ~~15.2%~~13.8% versus the ~~second~~third quarter and ~~six-month~~nine-month periods of 2003, respectively. Additionally, management estimates that mill prices are up ~~21.9%~~29.5% versus the ~~second~~third quarter of last year and ~~15.4%~~19.4% versus the corresponding ~~six-month~~nine-month period of 2003. Lines sold, a measurement of individual items handled, shipped and invoiced to customers ~~increased .6%~~decreased 3.7% in the ~~second~~ quarter ~~of 2004~~ and ~~5.0%~~are up 2.1% year-to-date compared to the corresponding periods of 2003. Lines drive the Company’s variable expenses, not tons sold or dollar sales which can be affected by product mix and pricing fluctuations. ~~As a result of~~In summary, the Company is enjoying increased metal volume, increased metal prices, and larger order sizes ~~structural cost base reductions (largely due~~in its metal segment.

The plastic segment has also shown significant sales growth of 40.6% versus the third quarter of 2003 and 35.6% as compared to the ~~2003 shedding~~nine-month period last year. During the third quarter of ~~non-profitable business units~~2004, plastic material price increases were beginning to appear. Given the diverse product offerings and ~~other permanent fixed cost reductions) and improved productivity, operating expenses have been held~~related mix of suppliers, it is difficult to ~~minimal~~pinpoint the impact of price increases ~~of 6.5% and 6.3% for the second quarter and year-to-date periods, providing strong earnings leverage on incremental sales.~~

in this

segment. Management roughly estimates that third quarter plastic segment sales growth includes a price increase of less than 5.0%. This is the first quarter where price has played a role in sales growth. Most of the year-over-year growth is volume driven, including increased sales due to planned geographic expansion.

~~Page 13~~

In recent years prior to 2004, the Company completed a multi-faceted planned restructuring that lowered its structural cost base through the shedding of 27non-profitable business units and other permanent fixed cost reductions. Additionally, during this same timeframe, productivity enhancements were made across its operations. As a result of these difficult actions, third quarter and year-to-date incremental operating expense as a percent of incremental sales were only 9.5% and 7.5% respectively. Management believes, as a general rule of thumb, a ratio of 10% or lower represents very strong cost containment and favorable earnings leverage on incremental sales.

Current Business Outlook

~~As of this filing, there~~

There are no ~~immediate~~apparent signs of demand softening in either segment and, in the near-term metal availability is expected to remain tight. As a result, mill pricing will likely remain near its current levels, through the balance of ~~2004.~~2004 and likely into 2005. Plastic prices are expected to rise gradually in the next few months, but are estimated to average about 5.0% for the year. The Company’s efforts in 2003 and earlier to lower its operating cost structure along with the sale or disposal of under-performing business units, has positioned it to continue to leverage earnings favorably ason the sales increased. Incremental operating expense for the second quarter of 2004 was held to 5.0% of the $54.2 million increase in sales over the same period last year. For the six-months ended June 2004, incremental operating expense was only 6.1% of the $88.2 million additional sales versus 2003.increase. The integration of Castle’s Mexico operations generated ~~$4.6~~$5.1 million of added sales in the ~~second~~third quarter and ~~$6.8~~$11.9 million year-to-date, contributing operating profit margin of ~~10%~~slightly over 10.0% for both ~~the second quarter and year-to-date~~ periods. The Company’s plastic subsidiary, ~~TP I~~TPI (Total Plastics, Inc.) continues to report double-digit year-over-year sales and earnings growth, driven by improved demand and geographic market expansion into Florida in 2003. ~~Unlike the metals segment, the plastic business has not experienced dramatic raw material price increases from its supplier base.~~ In summary, the Company has enjoyed a strong ~~first half~~nine-months of 2004 in both sales and earnings performance.

Risk Factors

As part of its current financing agreements with its various lenders, the Company has specific principal payments required over the next few years as summarized below in Table 2(dollars in millions):

Table 2

	Oct - Dec 2004	2005	2006	2007	2008 and Beyond
Required Principal Payments on Debt	$0.3	$11.4	$16.2	$16.2	$56.3

July – Dec
2004

2005

2006

2007

2008 andBeyond

Required Principal
Payments on Debt

$
1.8

$
11.4

$
16.2

$
16.2

$
56.3

In addition, the Company’s principal source of operating cash is derived from its Accounts Receivable Securitization Agreement, which expires in December 2005.

Despite an upswing in the manufacturing sector of the economy, there can be no guarantee as to its magnitude or duration. Additionally, the Company’s ability to continue to pass-through supplier-driven material cost increases to its customer base is also critical to meeting required debt service requirements and remaining in compliance with its debt covenants. Should the economic and market recovery turn out to be short term in length, management could pursue further options to ensure it generates enough cash to facilitate the required payments of principal as outlined in its agreements with its primary lenders. These options could include, but not necessarily be limited to, further operating ~~cost~~c ost reductions and organizational restructuring, further working capital improvements, deferral of non-critical capital projects, sale of assets or business units, refinancing of the Company through additional equity or debt infusions, or renegotiating

existing loans outstanding. Management cannot guarantee ~~tha t~~that any of these options will be available if needed. None of these options are under consideration at this time, other than the ongoing analysis and review of operating expense and levels of working capital required in the business.

All current business conditions lead management to believe itthe Company will continue to be able to generate sufficient cash from operations and planned working capital improvements, to fund its ongoing capital expenditure program and to meet its debt obligations.

~~Page 14 of 27~~

Results of Operations: Year-to-Year Comparisons and Commentary

~~Second~~

Third Quarter 2004 versus ~~Second~~Third Quarter 2003:

Consolidated results by business segment are summarized in Table 3 for the quarter ended ~~June~~September 30, 2004 and 2003. The table includes impairment and other restructuring related charges the Company recorded in the second quarter of 2003. Please refer to Footnote 10 within the Consolidated Financial Statements for more details on the nature of these charges.

Table 3

Operating Results by Segment

(dollars in millions)

	*Quarter Ended Sept 30*
	*2004*			*2003*			*Fav/* *(Unfav)*			*Fav/(Unfav)% Change*
Net Sales
Metal	$	174.5		$	117.3		$	57.3			48.8	%
Plastic		24.8			17.6			7.2			40.9
Total Net Sales	$	199.3		$	134.9		$	64.5			47.8	%

Gross Material Margin
Metal	$	49.1		$	32.9		$	16.2			49.2	%
% of Metal Sales		28.1	%		28.1	%		0.0	%
Plastic		8.2			6.1			2.1			34.4
% of Plastic Sales		33.1	%		34.7	%		(1.3	)%
Total Gross Material Margin	$	57.3		$	39.0		$	18.3			46.9	%
% of Total Sales		28.7	%		28.9	%		(0.2	)%

Operating Expense
Metal	$	(38.9	)	$	(33.5	)	$	(5.4	)		(16.1	)%
Plastic		(6.0	)		(5.3	)		(0.7	)		(13.2	)
Other		(1.3	)		(1.3	)		—			—
Total Operating Expense	$	(46.2	)	$	(40.1	)	$	(6.1	)		(15.2	)%
% of Total Sales		(23.2	)%		(29.7	)%		6.5	%

Operating Income
Metal	$	10.2		$	(0.6	)	$	10.8			1800.0	%
% of Metal Sales		5.8	%		(0.5	)%		6.3	%
Plastic		2.2			0.8			1.4			175.0
% of Plastic Sales		8.9	%		4.5	%		4.4	%
Other		(1.3	)		(1.3	)		—			—
Total Operating Income	$	11.1		$	(1.1	)	$	12.2			1109.1	%
% of Total Sales		5.6	%		(0.8	)%		6.4	%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

Quarter Ended June 30,
Fav/(Unfav)

2004

2003

Fav/
(Unfav)

% Change
Net Sales

Metals

$
166.1

$
117.6

$48.5

41.2
%
Plastics

22.1

16.3

5.8

35.6

Total Net Sales

$
188.2

$
133.9

$54.3

40.6
%

Gross Material Margin

Metals

$
49.0

$
33.1

$15.9

48.0
%
% of Metals

29.5
%

28.1
%
1.4%

Plastics

7.3

5.8

1.5

25.9

% of Plastics

33.1
%

35.4
%
(2.3)%

Total Gross Material Margin

$
56.3

$
38.9

$17.4

44.7
%
% of Total

29.9
%

29.1
%
0.8%

Operating Expense

Metals

$
(38.0
)
$
(42.5
)
$4.5

10.6
%
Plastics

(5.7
)

(5.0
)
(0.7)

(14.0
)
Other

(1.2
)

(0.6
)
(0.6)

(100.0
)
Total Operating Expense

$
(44.9
)
$
(48.1
)
$3.2

6.7
%
% of Total

(23.9)
%

(35.9)
%
12.0%

Operating Income

Metals

$
11.0

$
(9.4
)
$20.4

217.0
%
% of Metals Sales

6.7
%

(8.0)
%
14.7%

Plastics

1.6

0.8

0.8

100.0

% of Plastics Sales

7.2
%

4.9
%
2.3%

Other

(1.2
)

(0.6
)
(0.6)

(100.0
)
Total Operating Income

$
11.4

$
(9.2
)
$20.6

223.9
%
% of Total Sales

6.1
%

(6.9)
%
13.0%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

~~Page 15 of 27~~

Net Sales and Gross Material Margin:

Table 4 below summarizes the change in sales and gross material margin between the ~~second~~third quarter of 2003 and the same quarter of 2004.

Table 4

Net Sales and Gross Material Margin Bridge
Quarter Ending September 30, 2004 Vs. 2003
(dollars in millions)
	Net Sales					Gross Material Margin
		Dollars		Percent			Dollars		Percent
Quarter Ended 9/30/03
Metal	$	117.3		58.8	%	$	32.9	57.4%
Plastic		17.6		8.8	%		6.1	10.7%
Total Company	$	134.9		67.6	%	$	39.0	68.1%

Change 3Q04 Vs. 3Q03
Metal
Volume	$	17.6		13.1	%	$	6.0	15.4%
Price		34.6		25.7	%		7.0	17.9%
Mix/Other		(0.1	)	0.0	%		2.3	5.9%
Mexico		5.1		3.8	%		0.9	2.3%
Total Metals	$	57.2		42.4	%	$	16.2	41.5%
Plastic		7.2		5.3	%		2.1	5.4%
Total Company	$	64.4		47.8	%	$	18.3	47.1%

Quarter Ended 9/30/04
Metal	$	174.5		87.6	%	$	49.1	85.7%
Plastic		24.8		12.4	%		8.2	14.3%
Total Company	$	199.3		100.0	%	$	57.3	100.0%

Net Sales and Gross Material Margin Bridge

Quarter Ending June 30, 2004 Vs. 2003

(dollars in millions)

Net Sales
Gross Material Margin

Dollars

Percent

Dollars

Percent

Quarter Ended 6/30/03

Metals

$
117.6

62.5
%
$
33.1

58.8
%
Plastics

16.3

8.7
%

5.8

10.3
%
Total Company

$
133.9

71.2
%
$
38.9

69.1
%

Change 2Q04 Vs. 2Q03

Metals

Volume

$
19.2

14.3
%
$
5.7

14.7
%
Price

24.6

18.4
%

5.0

12.9
%
Mix/Other

0.1

0.1
%

2.8

7.2
%
Mexico

4.6

3.4
%

0.9

2.3
%
Impairment(2003 charge)

—

—

1.5

3.9
%
Total Metals

$
48.5

36.2
%
$
15.9

40.9
%
Plastics

5.8

4.3
%

1.5

3.9
%
Total Company

$
54.3

40.6
%
$
17.4

44.7
%

Quarter Ended 6/30/04

Metals

$
166.1

88.3
%
$
49.0

87.0
%
Plastics

22.1

11.7
%

7.3

13.0
%
Total Company

$
188.2

100.0
%
$
56.3

100.0
%

As shown above, the primary factors increasing metals sales for the ~~second~~third quarter of 2004 by ~~41.2%~~48.8% versus the same period last year are volume ~~(14.3%~~(15.0%), mill price increase ~~(18.4%~~(29.5%) and the Mexico operation which became a wholly-owned consolidated entity in January 2004 ~~(3.4%~~(4.3%). As mentioned in the executive summary, improving conditions in the manufacturing sector of the U.S. economy and accelerated metal pricing are the primary factors contributing to the quarter-over-quarter sales increase. The ~~Plastics~~Plastic segment sales are up ~~35.6%~~40.9% versus the corresponding quarter of 2003, due largely to increased demand and planned geographic market expansion. ~~Material~~Management estimates that pricing increases of less than 5% occurred in this segment during the ~~plastics segment is relatively stable.~~

quarter.

Gross material margin in the ~~metals~~Metal segment increased ~~41%~~49.4% versus the ~~second~~third quarter of 2003. Increased volume and material cost and margin pass-through account for nearly ~~30%~~214% of this increase. ~~The second quarter~~Included in the 2004 result is a charge of ~~2003 included $1.5~~$1.7 million resulting from a company-wide physical count of ~~restructuring related charges (see footnote 10), not repeated~~its plate inventory conducted in ~~2004 and the~~July. The Mexico operation contributed nearly $0.9 million of margin in the 2004 quarter. Favorable margins associated with product mix changes versus 2003 account for the balance of the total ~~metals~~Metal segment improvement. ~~Plastics~~Plastic margin improvement versus the ~~second~~third quarter of 2003 is primarily volume ~~related.~~

related but this is the first quarter where margin reflects modest price increases.

~~Page 16 of 27~~

Operating Expense:

~~Excluding a $5.9~~

Consolidated operating expense increased 15.3% or $6.2 million ~~impairment charge incurred in the second quarter of 2003, consolidated operating expenses increased 6.5% or $2.7 million~~on substantial sales growth in the same quarter of ~~2004.~~2003. This incremental increase represents ~~less than 5%~~9.5% of the ~~$54.3~~$64.5 million sales increase versus prior year. Actions taken in 2003 and earlier to reduce the Company’s operating costs ~~and enhance productivity are proving fruitful~~continue to have a positive impact on earnings in 2004.

Other Income and Expense, and Net Results:

Joint venture equity earnings of ~~$1.1~~$1.5 million compare favorably to a minimal ~~loss ($44K)~~gain in the ~~second~~third quarter of ~~2003 (prior to a $2.8 million impairment charge taken in the second quarter of 2003).~~2003. The Company’s sole remaining joint venture, Kreher Steel, is also experiencing increased volume and pricing dynamics similar to the Company’s own ~~metals~~Metal segment.

Financing costs (interest expense and discount on sale of accounts receivable) decreased ~~$0.3~~$0.4 million to ~~$2.2~~$2.3 million in the ~~second~~third quarter of 2004 on lower total borrowings and accounts receivable sold.

Consolidated net income was $5.8 million or ~~$0.36~~$0.37 per share (basic EPS, after preferred dividends of $0.2 million) in the ~~second~~third quarter of 2004 versus a net loss of ~~$9.3~~$2.6 million or ~~$0.59~~$0.16 per share (after preferred dividends of $0.2 million) in the corresponding period of 2003. ~~The 2003 net loss for the quarter includes $10.3 million of pre-tax impairment and restructuring related charges. These charges account for $0.40 per share of the reported second quarter 2003 loss.~~

Year-to-Date 2004 versus Year-to-Date 2003:

Consolidated results by business segment are summarized in Table 5 for the ~~six-months~~nine-months ended ~~June~~September 30, 2004 and 2003. The table includes impairment and other restructuring related charges the Company recorded inthrough the ~~second~~third quarter of 2003. Please refer to footnote 10 for more details on ~~the nature of~~ these charges.

Table 5

Operating Results by Segment

(dollars in millions)	*Nine-Months Ended September 30*
	*2004*			*2003*			*Fav/* *(Unfav)*			*Fav/(Unfav) % Change*
Net Sales
Metal	$	495.4		$	360.5		$	134.9			37.4	%
Plastic		67.8			50.0			17.8			35.6
Total Net Sales	$	563.2		$	410.5		$	152.7			37.2	%

Gross Material Margin
Metal	$	142.4		$	103.6		$	38.8			37.5	%
% of Metal Sales		28.7	%		28.7	%		0.0	%
Plastic		22.4			17.5			4.9			28.0	%
% of Plastic Sales		33.0	%		35.0	%		(2.0	)%
Total Gross Material Margin	$	164.8		$	121.1		$	43.7			36.1	%
% of Total Sales		29.3	%		29.5	%		(0.2	)%

Operating Expense
Metal	$	(115.5	)	$	(112.8	)	$	(2.7	)		(2.4	)%
Plastic		(17.5	)		(15.4	)		(2.1	)		(13.6	)
Other		(3.5	)		(2.7	)		(0.8	)		(29.6	)
Total Operating Expense	$	(136.5	)	$	(130.9	)	$	(5.6	)		(4.3	)%
% of Total Sales		(24.2	)%		(31.9	)%		7.7	%

Operating Income
Metal	$	26.9		$	(9.2	)	$	36.2			389.3	%
% of Metal Sale		5.4	%		(2 .6	)%		8.0	%
Plastic		4.9			2.1			2.8			133.3
% of Plastic Sales		7.3	%		4.2	%		3.1	%
Other		(3.5	)		(2.7	)		(0.8	)		(29.6	)
Total Operating Income	$	28.3		$	(9.8	)	$	38.2			385.9	%
% of Total Sales		5.0	%		(2.4	)%		7.4	%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

~~Page 17 of 27~~

~~Table 5~~

~~Operating Results by Segment~~

(dollars in millions)

Six-Months
Ended June 30,
Fav/(Unfav)

2004

2003

Fav/
(Unfav)

%Change

Net Sales

Metals

$
320.8

$
243.2

$77.6

31.9
%
Plastics

43.0

32.4

10.6

32.7

Total Net Sales

$
363.8

$
275.6

$88.2

32.0
%

Gross Material Margin

Metals

$
93.3

$
70.7

$22.6

31.9
%
% of Metals

29.1
%

29.1
%
0.0%

Plastics

14.2

11.4

2.8

24.6

% of Plastics

33.0
%

35.2
%
(2.2)%

Total Gross Material Margin

$
107.5

$
82.1

$25.4

30.9
%
% of Total

29.5
%

29.8
%
(0.3)%

Operating Expense

Metals

$
(76.6
)
$
(79.4
)
$2.8

3.5
%
Plastics

(11.5
)

(10.1
)
(1.4)

(13.9
)
Other

(2.2
)

(1.4
)
(0.8)

(57.1
)
Total Operating Expense

$
(90.3
)
$
(90.9
)
$0.6

0.7
%
% of Total

(24.8)
%

(32.9)
%
8.1%

Operating Income

Metals

$
16.7

$
(8.7
)
$25.4

291.9
%
% of Metals Sales

5.2
%

(3.6)
%
8.8%

Plastics

2.7

1.3

1.4

107.7

% of Plastics Sales

6.3
%

4.0
%
2.3%

Other

(2.2
)

(1.4
)
(0.8)

(57.1
)
Total Operating Income

$
17.2

$
(8.8
)
$26.0

295.5
%
% of Total Sales

4.7
%

(3.2)
%
7.9%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

~~Page 18 of 27~~

Net Sales and Gross Material Margin:

Table 6 below summarizes the change in sales and gross material margin between the ~~six-month~~nine-month period of 2003 and the same period of 2004.

Table 6

Net Sales and Gross Material Margin Bridge
Nine Months Ending September 30, 2004 Vs. 2003
(dollars in millions)
	Net Sales					Gross Material Margin
		Dollars		Percent			Dollars	Percent
Nine Months Ended 9/30/03
Metal	$	360.5		64.0	%	$	103.6	62.9	%
Plastic		50.0		8.9	%		17.5	10.6	%
Total Company	$	410.5		72.9	%	$	121.1	73.5	%

Change YTD '04 Vs. '03
Metal
Volume	$	58.7		14.3	%	$	17.9	14.8	%
Price		70.0		17.1	%		14.2	11.6	%
Mix/Other		(5.8	)	-1.4	%		2.7	2.2	%
Mexico		11.9		2.9	%		2.5	2.1	%
Impairment(2003 charge)		—		—			1.5	1.2	%
Total Metal	$	134.9		32.9	%	$	38.8	32.0	%
Plastic		17.8		4.3	%		4.9	4.1	%
Total Company	$	152.7		37.2	%	$	43.7	36.1	%

Nine Months Ended 9/30/04
Metal	$	495.4		88.0	%	$	142.4	86.4	%
Plastic		67.8		12.0	%		22.4	13.6	%
Total Company	$	563.2		100.0	%	$	164.8	100.0	%

Net Sales and Gross Material Margin Bridge

Six Months Ending June 30, 2004 Vs. 2003

(dollars in millions)

Net Sales
Gross Material Margin

Dollars

Percent

Dollars

Percent

Six Months Ended 6/30/03

Metals

$
243.2

66.8
%
$
70.7

65.8
%
Plastics

32.4

8.9
%

11.4

10.6

Total Company

$
275.6

75.7
%
$
82.1

76.4
%

Change YTD ‘04 Vs. ‘03

Metals

Volume

$
41.2

14.9
%
$
12.0

14.6
%
Price

35.4

12.8
%

7.2

8.8
%
Mix/Other

(5.7
)

-2.1
%

0.4

0.5
%
Mexico

6.8

2.5
%

1.5

1.8
%
Impairment(2003 charge)

—

—

1.5

1.8
%
Total Metals

$
77.7

28.2
%
$
22.6

27.5
%
Plastics

10.6

3.8
%

2.8

3.4
%
Total Company

$
88.3

32.0
%
$
25.4

30.9
%

Six Months Ended 6/30/04

Metals

$
320.8

88.2
%
$
93.3

86.8
%
Plastics

43.0

11.8
%

14.2

13.2
%
Total Company

$
363.8

100.0
%
$
107.5

100.0
%

~~Metals~~

Metal sales for the first ~~half~~nine months of 2004 increased by ~~32%~~37.4% versus last year, primarily driven by increased volume ~~(14.9%~~(14.7%), mill price increase ~~(12.8%~~(19.4%) and the Mexico operation, which became a ~~wholly-owned~~wholly owned consolidated entity in January 2004 ~~(2.5%~~(3.3%). As with the ~~second~~third quarter comparisons, improving conditions in the manufacturing sector of the U.S. economy and accelerated metal pricing are contributing to the year-over-year sales increase. ~~Plastics~~Plastic segment sales are up ~~33%~~35.6% due to increased demand and planned geographic market expansion into ~~Florida~~the Southeast in late 2003.

Gross material margin in the metals segment increased ~~32%~~37.5% versus the first ~~half~~nine months of 2003. ~~Volume and material~~Material cost increases ~~combined for 28%~~contributed 13.5% of the year-over-year change. The Company recorded $1.5 million of restructuring related charges to remove non-productive assets (see footnote 10) in the second quarter of ~~2003 and~~2003. Included in the 2004 results is a charge of $1.7 million from the results of a company-wide physical count of its plate inventory in July. The Mexico operation contributed ~~$1.5~~$2.5 million of margin in the first half of 2004. ~~Plastics~~Plastic margin improvement versus the ~~six-month~~nine-month period of 2003 is largely volume related.

Operating Expense:

~~Page 19~~

Consolidated operating expenses increased 4.3% or $5.6 million in 2004, versus the same nine-months of 27

~~Operating Expense:~~

2003. Excluding a $5.9 million impairment charge ~~incurred~~ in ~~the first half of~~ 2003, consolidated operating expenses increased ~~6.3%~~$11.5 million, or ~~$5.4 million in 2004.~~9.2%. This incremental increase represents 6%7.5% of the ~~$88.2~~$152.7 million sales increase versus prior year. Actions taken in 2003 and earlier, to reduce the Company’s operating costs and enhance productivity are the primary drivers of this favorable operating leverage.

Other Income and Expense, and Net Results:

Year-to-date joint venture equity earnings of ~~$1.7~~$3.2 million compare favorably to a ~~minimal~~ loss ~~($81K)~~of $2.9 million in the first ~~half~~nine months of 2003 ~~(prior to~~(including a $2.8 million impairment charge taken in the second quarter of 2003). Kreher Steel is the Company’s sole remaining joint venture in 2004. Its 2004 results reflect similar market dynamics as the Company’s ~~metals~~Metal segment.

Financing costs (interest expense and discount on sale of accounts receivable) decreased ~~$0.4~~$0.8 million to ~~$5.0~~$7.4 million ~~year-to-date~~ in the third quarter of 2004. Strong cash flow from operations has contributed to lower borrowings and accounts receivable sold ~~(under~~under the Company’s Accounts Receivable Securitization ~~facility).~~

facility.

Consolidated year-to-date net income was ~~$7.8~~$13.7 million or ~~$0.50~~$0.87 per share (basic EPS, after preferred dividends of ~~$0.5~~$0.7 million) versus a net loss of ~~$10.9~~$13.5 million or ~~$0.69~~$0.86 per share (after preferred dividends of ~~$0.2~~$0.7 million) in the corresponding period of 2003. The 2003 net loss for the ~~six-month~~nine month period includes $10.3 million of pre-tax impairment and restructuring related charges. These charges account for $0.40 per share of the reported loss in the first ~~half 2003 loss.~~

nine months of 2003.

Critical Accounting Policies:

There have been no changes in critical accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Liquidity and Capital Resources

The Company’s principal internal sources of liquidity are earnings from operations and management of working capital. Additionally, the Company utilizes an Accounts Receivable Securitization Facility (see Footnote 4 within the Consolidated Financial Statements for more details) as its primary external funding source for working capital needs.

Cash flow from operating activities in the first ~~half~~nine months of 2004 was positive ~~$12.5~~$16.1 million. This included a ~~$5.0~~$8.0 million decrease in accounts receivable sold under the Company’s Accounts Receivable Securitization Facility due to reduced funding requirements to support the business. Excluding the impact of receivables sold under the Company’s Accounts Receivable Securitization Facility, cash flow from operations was a positive ~~$17.5~~$24.1 million, versus a positive ~~$3.0~~$4.5 million in the same period last year.

Working capital, excluding the current portion of long-term debt, of ~~$100.2~~$105.2 million is up ~~$8.9~~$13.9 million since the beginning of the year. Trade receivables of ~~$99.7~~$104.1 million (including ~~$8.0~~an $5.0 million ofreduction in receivables sold under the Company’s receivable securitization financing ~~facility)~~facility as of September 30, 2004) are up ~~$29.8~~$36.9 million since the start of 2004 (including $13.0 million or receivables sold under the financing facility at the beginning of the year) due to increased sales ~~activity.~~activity and increased pricing. Days sales outstanding (DSO) declined ~~1.6~~2.8 days to a level of ~~46.4~~45.2 days reflecting lower past due balances outstanding as a percent of sales. Inventory at net book value of ~~$105.2~~$121.3 million, including LIFO (last-in, first-out) reserves of ~~$65.1~~$79.6 million is ~~down $12.1~~up $4.0 million for the year. Days sales in inventory at replacement value (DSI) of ~~109~~115 days is down substantially versus the December 31, 2003 level of 145 ~~days. Actual stock on hand in the metals segment has dropped significantly from the beginning of the year on strong shipments and metal availability has lengthened mill delivery lead times.~~days, although there was slight rise quarter to quarter. Trade payables of ~~$87.3~~$102.9 million are up ~~$19.7~~$35.3 million reflecting increased mill pricing on metal ~~purchases in the quarter.~~

purchases.

~~Page 20 of 27~~

Capital expenditures in the first ~~half~~nine months of 2004 were ~~$2.4~~$3.4 million versus ~~$1.7~~$2.2 million last year. Current year expenditures are consistent with the Company’s historical maintenance capital requirements. We expect ~~second half~~total 2004 capital expenditures to be ~~similar to the first six-month level.~~approximately $4.5 million. The Company purchased ~~it’s~~its former partner’s equity interest in a Mexico joint venture for $1.6 million effective January 1, 2004.

At ~~June~~September 30, 2004, ~~$8.0~~$5.0 million of receivables were sold or utilized under the Accounts Receivable Securitization Facility (versus ~~$27.7~~$20.0 million at ~~June~~September 30, 2003 and $13.0 million at December 31, 2003). Available funds remaining under this facility are ~~$41.5~~$43.1 million at the end of the ~~second~~third quarter of 2004.

As of ~~June~~September 30, 2004, the Company remains in compliance with the covenants of its financial agreements, which require it to maintain certain funded debt-to-capital ratios, working capital-to-debt ratios and a minimum equity value as defined within the agreement. A summary of covenant compliance is shown below.

		Required	~~Required~~Actual		~~Actual~~ 6/ 9/30/04
Debt-to-Capital Ratio	<0.55		~~<.55~~		~~.41~~	0.39
Working Capital-to-Debt Ratio	>1.00		~~>1.00~~		~~1.39~~	1.55
Minimum Equity Value	$105.8 Million	$	~~103.3~~127.7 Million	$	~~121.1 Million~~

~~All current~~

Current business conditions lead management to believe it will be able to generate sufficient cash from operations and planned working capital improvements (principally from reduced inventories), to fund its ongoing capital expenditure programs and meet its debt obligations.

Commitments and Contingencies

The Company is the defendant in several lawsuits arising out of the conduct of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of ~~the Company’s in-house counsel~~Company management that no significant uninsured liability will result from the outcome of the litigation, and thus there is no material financial exposure to the Company.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company is exposed to various rate and metal price risks that arise in the normal course of business. The Company finances its operations with fixed and variable rate borrowings and the Accounts Receivable Securitization Facility. Market risk arises from changes in variable interest rates. An increase of 1% in interest rates on the variable rate indebtedness and Accounts Receivable Securitization facility would increase the Company’s annual interest expense and discount on sale of accounts receivable by approximately $0.3 million. The Company’s raw material costs are comprised primarily of highly engineered metals and plastics. Market risk arises from changes in the price of steel, other metals and plastics. Although average selling prices generally increase or decrease as material costs increase or decrease, the impact of a change in the purchase price of materials is more immediately reflected in the Company’s cost of goods sold than in is selling price.

~~Page 21 of 27~~

Item 4. Controls and Procedures:

(a)

Evaluation of Disclosure Controls and Procedures

Castle maintains ~~a system of internal~~disclosure controls and procedures which are designed to provide reasonable assurance that ~~its assets and transactions are properly recorded for~~ the preparation of financial information. The system of internal controls is monitored and tested by Castle’s internal auditor. On a quarterly basis a formal senior management review of internal audit results; systems and procedures; variance reports; safety; physical security; and legal and human resource issues is conducted.

~~A review and evaluation was performed~~information required to be disclosed by the ~~Company’s management, including~~Company in reports that it files or submits under the ~~Company’s Chief Executive Officer (the "CEO")~~Securities Exchange Act of 1934 is recorded, processed, summarized and ~~Chief Financial Officer (the "CFO"),~~reported within the time periods specified in SEC rules and forms.

Based on the evaluation required by Rule 13a-15(b) under the Securities Exchange Act of 1934, the principal executive officer and principal financial officer of the ~~effectiveness of the design and operation of~~Company have concluded that the Company’s disclosure controls and procedures (as defined in ~~Rule 13s-14~~Rules 13a-15(e)), as of the end of the period covered by the report, are effective to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934) as of a date within 90 days prior to the filing of this annual report. Based on that review and evaluation, the CEO and CFO have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective in ensuring that the information the Company is required to disclose in this quarterly report1934 is recorded, processed, summarized and reported, inwithin the time ~~period required by the rules of the~~periods specified in Securities and Exchange ~~Commission.~~

Commission’s rules and forms.

(b)

Changes in Internal ~~Controls~~

~~There have been~~Control over Financial Reporting.

Except as disclosed below, there was no ~~significant changes~~change in the Company’s internal ~~controls~~control over financial reporting that occurred during the last fiscal quarter that has materially affected, or ~~in other factors that could significantly~~is reasonably likely to materially affect, ~~these controls subsequent to our last evaluation at~~ the ~~end~~Company’s internal control over financial reporting.

During the 3^rd Quarter the Company modified its control over the valuation of plate inventory by conducting a company-wide physical inventory count and reconciliation of all plate products. As a result of the ~~first quarter. There were no material weaknesses identified~~physical count and reconciliation the Company recorded a $1.7 million adjustment to reduce its inventory balance in the ~~course of such review and evaluation during the period covered by this report and, therefore,~~3^rd Quarter.

Furthermore, the Company ~~took no corrective measures.~~

has implemented a formal change in the design of its internal controls extending to its entire inventory which includes:

(1) The institution of new procedures in recording and reconciliation of all product inventories.

(2) The requirement of a minimum of one (1) physical inventory count per calendar year in all of their major facilities.

The institution of these new controls should ensure the accuracy and timely count and reporting of its inventory.

~~Page 22 of 27~~

Part II. OTHER INFORMATION

Item 1.Legal Proceedings

There are no material legal proceedings other than ordinary routine litigation incidental to the business of the Registrant.

~~Item 4. Submission of Matters to a Vote of the Security Holders~~

~~(a)~~

~~The Annual Meeting of Stockholders was held on April 22, 2004.~~

~~(b)~~

~~At the Annual Meeting the full Board of Directors was elected. The following are the~~

~~individual members and voting results:~~

Director
For
Withheld
Abstaining

Edward F. Culliton
14,061,821
37,530
¾
William K. Hall
14,067,255
37,098
¾
Robert S. Hamada
13,742,282
357,070
¾
Patrick J. Herbert
13,742,319
357,033
¾
John W. McCarter, Jr.
13,742,281
357,070
¾
John McCartney
14,062,255
46,616
¾
G. Thomas McKane
14,052,736
46,616
¾
John W. Puth
13,740,450
358,901
¾
Michael Simpson
12,986,479
1,112,873
¾

~~(c) At the Annual Meeting the Stockholders ratified and adopted:~~

~~(1)~~	~~The 2004 Restricted Stock, Stock Option and Equity Compensation Plan. The results of the voting were 10,144,286 for the motion; 1,704,304 against the motion; and 111,583 shares abstained.~~
~~(2)~~	~~Deloitte & Touche, LLP as Castle’s independent auditor for 2004. The results of the voting were – 14,030,622 shares for the motion; 49,353 shares against the motion; and 19,374 shares abstained.~~

~~Castle incorporates by reference its proxy statement filed in connection with the annual Meeting of Stockholders with the SEC pursuant to Rule 14A.~~

~~Item 6. Exhibits and Reports on Form 8-K~~

~~(a) Exhibit 31.1 Certification Pursuant to Section 302 by CEO~~

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibit 31.1 Certification Pursuant to Section 302 by CEO

Exhibit 31.2 Certification Pursuant to Section 302 by CFO

Exhibit 32.1 Certification Pursuant to Section 906 by CEO

Exhibit 32.2 Certification Pursuant to Section 906 by CFO

~~(b) The Company filed a Form 8-K, dated April 5, 2004, on April 5, 2004 in connection with the Company~~

~~dissemination of the Company's press release of first quarter results.~~

(b)


The Company filed a Form 8-K, dated August 3, 2004, on August 3, 2004 under Item 12 the Company dissemination of the Company’s press release of second quarter results.

The Company filed a Form 8K, dated September 15, 2004 on September 15, 2004 reporting under Item 7.01 the Company’s dissemination of a press release relating to the outlook for the second half of year sales.

The Company filed a Form 8K, dated September 24, 2004 on September 24, 2004 reporting under Item 5.02 the retirement of the CFO and the election of the new CFO of the Company.

~~Page 23 of 27~~SIGNATURES

~~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.

A. M. Castle & ~~Co.~~

(Registrant)

Date: ~~July 30, 2004~~	November 5, 2004	By: ~~/s/ Larry~~	/s/ Lawrence A. Boik
	~~Larry~~		Lawrence A. Boik
			Vice President ~~– Controller & Treasurer~~ and Chief Financial Officer
			(Mr. Boik is the Chief Accounting Officer and has been authorized to sign on behalf of the Registrant.)

~~Page 24 of 27~~

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, G. Thomas McKane, certify that:

~~I have reviewed this quarterly report on Form 10-Q of A. M. Castle & Co.;~~
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report:
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
1. Designed such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. ~~Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.~~

1.	I have reviewed this quarterly report on Form 10-Q of A. M. Castle & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report:

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

Designed such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

~~Date:July 30, 2004~~

Any fraud, whether or not material, that involves management or other employees who have a sisignificant role in the registrant's internal control over financial reporting.

Date:	November 5, 2004	By:	/s/ G. Thomas McKane
			G. Thomas McKane
			President and Chief Executive Officer

~~Page 25 of 27~~

~~Exhibit 31.2~~

~~CERTIFICATION PURSUANT TO~~

~~SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002~~

I, ~~Edward F. Culliton,~~Lawrence A. Boik, certify that:

~~I have reviewed this quarterly report on Form 10-Q of A. M. Castle & Co.;~~
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report:
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
1. Designed such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. ~~Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.~~

~~Date:July 30, 2004~~

I have reviewed this quarterly report on Form 10-Q of A. M. Castle & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report:

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a sisignificant role in the registrant's internal control over financial reporting.

Date:	November 5, 2004	By:	/s/ ~~Edward F. Culliton~~ Lawrence A. Boik
	~~Edward F. Culliton~~		Lawrence A. Boik
			Vice President and Chief Financial Officer

~~Page 26 of 27~~

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of A. M. Castle & Co. (the "Company") on Form 10-Q for the period ~~endedMarch~~endedMarch 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, G. Thomas McKane, President and Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	By:	/s/ G. Thomas McKane
		G. Thomas McKane
		President and Chief Executive Officer
~~July 30,~~		November 5, 2004

~~Page 27 of 27~~

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of A. M. Castle & Co. (the "Company") on Form 10-Q for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, ~~Edward F. Culliton,~~Lawrence A. Boik, Vice President and Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	By:	/s/ ~~Edward F. Culliton~~ Lawrence A. Boik
~~Edward F. Culliton~~		Lawrence A. Boik
		Vice President and Chief Financial Officer
~~July 30,~~		November 5, 2004

COMPARATIVE STATEMENTS OF OPERATIONS	For the Three						For the Six
(Amounts in thousands, except per share data)	Months Ended						Months Ended
(Unaudited)	June 30,						June 30,
		2004			2003			2004			2003

Net sales	$	188,221		$	133,947		$	363,854		$	275,593
Cost of material sold		(131,865	)		(93,539	)		(256,346	)		(191,983	)
Special charges		-			(1,524	)		-			(1,524	)
Gross material margin		56,356			38,884			107,508			82,086

Plant and delivery expense		(23,405	)		(22,263	)		(47,001	)		(44,613	)
Sales, general, and administrative expense		(19,315	)		(17,643	)		(38,771	)		(35,679	)
Depreciation and amortization expense		(2,244	)		(2,313	)		(4,491	)		(4,617	)
Impairment and other operating expenses		-			(5,924	)		-			(5,924	)
Total other operating expense		(44,964	)		(48,143	)		(90,263	)		(90,833	)

Operating income (loss)		11,392			(9,259	)		17,245			(8,747	)

Equity earnings (loss) of joint ventures		1,104			(44	)		1,739			(81	)
Impairment to joint venture investment and advances		-			(2,830	)		-			(2,830	)
Interest expense, net		(2,218	)		(2,452	)		(4,532	)		(4,895	)
Discount on sale of accounts receivable		(234	)		(250	)		(517	)		(579	)

Income (loss) from continuing operations before income tax		10,044			(14,835	)		13,935			(17,132	)

Income tax (provision) benefit
Federal		(3,238	)		4,761			(4,470	)		5,524
State		(808	)		1,043			(1,162	)		1,170
		(4,046	)		5,804			(5,632	)		6,694
Net income (loss) from continuing operations		5,998			(9,031	)		8,303			(10,438	)

Preferred dividends		(240	)		(240	)		(480	)		(477	)
Net income (loss) applicable to common stock	$	5,758		$	(9,271	)	$	7,823		$	(10,915	)

Basic earnings (loss) per share	$	0.36		$	(0.59	)	$	0.50		$	(0.69	)
Diluted earnings (loss) per share	$	0.35			(0.59	)	$	0.47			(0.69	)

EBITDA*	$	14,740		$	(9,820	)	$	23,475		$	(7,041	)
*Earnings before interest, discount on sale of accounts receivable, taxes, depreciation and amortization

COMPARATIVE BALANCE SHEETS
(Amounts in thousands except per share data)
UNAUDITED		Jun. 30			Dec. 31			Jun. 30
		2004			2003			2003
ASSETS
Current assets
Cash and equivalents	$	4,503		$	2,455		$	1,672
Accounts receivable, net		91,714			54,232			42,219
Inventories (principally on last-in first-out basis)		105,224			117,270			127,658
Income tax receivable		408			660			-
Assets held for sale		1,059			1,067			-
Other current assets		8,658			7,184			7,800
Total current assets		211,566			182,868			179,349
Investment in joint ventures		5,973			5,492			7,224
Goodwill		31,925			31,643			31,720
Pension assets		42,169			42,075			41,109
Advances to joint ventures and other assets		7,464			8,688			5,534
Property, plant and equipment, at cost
Land		4,767			4,767			6,031
Building		47,130			45,346			51,826
Machinery and equipment		119,883			118,447			119,302
		171,780			168,560			177,159
Less - accumulated depreciation		(105,133	)		(100,386	)		(102,062	)
		66,647			68,174			75,097
Total assets	$	365,744		$	338,940		$	340,033

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable	$	87,299		$	67,601		$	61,722
Accrued liabilities and deferred gains		21,652			19,145			19,810
Current and deferred income taxes		2,377			4,852			4,037
Current portion of long-term debt		13,057			8,248			11,230
Total current liabilities		124,385			99,846			96,799
Long-term debt, less current portion		89,187			100,034			100,358
Deferred income taxes		20,147			13,963			17,753
Deferred gain on sale of assets		6,902			7,304			-
Minority interest		1,262			1,456			1,404
Post retirement benefits obligations		2,758			2,683			2,292
Stockholders' equity
Preferred stock		11,239			11,239			11,239
Common stock		159			159			159
Additional paid in capital		35,009			35,009			35,017
Earnings reinvested in the business		74,300			66,480			74,581
Accumulated other comprehensive income (loss)		663			1,042			732
Other - deferred compensation		(22	)		(30	)		(71	)
Treasury stock, at cost		(245	)		(245	)		(230	)
Total stockholders' equity		121,103			113,654			121,427
Total liabilities and stockholders' equity	$	365,744		$	338,940		$	340,033

The accompanying notes are an integral part of these financial statements.

CONDENSED STATEMENT OF CASH FLOWS
(Dollars in thousands)	For the Six Months
(Unaudited)	June 30,
		2004			2003

Cash flows from operating activities:
Net income/(loss)	$	8,303		$	(10,438	)
Depreciation and amortization		4,491			4,617
Amortization of deferred gain on sale of assets		(402	)		-
Equity loss (earnings) from joint ventures		(1,739	)		81
Deferred taxes and income tax receivable		6,454			6,466
Non-cash pension income and post-retirement benefits		105			(480	)
Other		1,010			(1,694	)
Cash from operating activities before working capital changes		18,222			(1,448	)
Asset impairment and special charges		-			10,278
Net change in accounts receivable sold		(5,000	)		1,800
Other; Increase in working capital		(688	)		(5,822	)
Net cash from operating activities		12,534			4,808

Cash flows from investing activities:
Investments and acquisitions		(1,744	)		-
Advances to joint ventures		-			(233	)
Capital expenditures		(2,372	)		(1,727	)
Net cash from investing activities		(4,116	)		(1,960	)

Cash flows from financing activities
Long-term debt reductions		(5,826	)		(1,737	)
Preferred dividends paid		(480	)		(477	)
Other		(94	)		-
Net cash from financing activities		(6,400	)		(2,214	)

Effect of exchange rate changes on cash		30			120

Net increase in cash		2,048			754

Cash - beginning of year	$	2,455		$	918
Cash - end of period	$	4,503		$	1,672

Supplemental cash disclosure - cash (paid) received during the period:
Interest	$	(4,569	)	$	(4,634	)
Income taxes	$	(1,448	)	$	12,813

The accompanying notes are an integral part of these statements.

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2004			2003			2004			2003
(in thousands)
Net income (loss)	$	5,998		$	(9,031	)	$	8,303		$	(10,438	)
Preferred dividends		(240	)		(240	)		(480	)		(477	)
Net income (loss) applicable to common stock	$	5,758		$	(9,271	)	$	7,823		$	(10,915	)
Weighted average common shares outstanding		15,793			15,780			15,792			15,771
Dilutive effect of outstanding employee and
Directors’ common stock options and preferred stock		871			—			716			—
Diluted common shares outstanding		16,664			15,780			16,508			15,771

Basic income (loss) per common share	$	0.36		$	(0.59	)	$	0.50		$	(0.69	)
Diluted income (loss) per common share	$	0.35		$	(0.59	)	$	0.47		$	(0.69	)

Outstanding employee and directors' common stock options and restricted and preferred stock shares having no dilutive effect		977			3,662			977			3,662

		MetalsSegment			PlasticsSegment			Total
Balance As of December 31, 2003	$	18,670		$	12,973		$	31,643
Purchases		510			(210	)		300
Currency Valuation		(18	)		¾			(18	)
Balance As of June 30, 2004	$	19,162		$	12,763		$	31,925

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
		2004			2003			2004			2003
Net income (loss) applicable to common stock, as reported	$	5,758		$	(9,271	)	$	7,823		$	10,915	)
Pro-forma effect of stock option compensation under fair value based method for all awards		(233	)		(237	)		(466	)		(473	)
Pro-forma net income (loss) applicable to common stock	$	5,525		$	9,508		$	7,357		$	(11,388	)

Total basic diluted income (loss) per share, as reported	$	0.36		$	(0.59	)	$	0.50		$	(0.69	)

Total diluted income (loss) per share, as reported	$	0.35		$	(0.59	)	$	0.47		$	(0.69	)
Pro-forma income (loss) per share:
Basic	$	0.35		$	(0.60	)	$	0.47		$	(0.72	)
Diluted	$	0.34		$	(0.60	)	$	0.44		$	(0.72	)

(in millions)		Net Sales		Gross Mat’lMargin		OtherOper Exp			Operating Income(Loss)
2004
Metals Segment	$	166.1	$	49.0	$	(38.0	)	$	11.0
Plastics Segment		22.1		7.3		(5.7	)		1.6
Other		—		—		(1.2	)		(1.2	)
Consolidated	$	188.2	$	56.3	$	(44.9	)	$	11.4

2003
Metals Segment	$	117.6	$	33.1	$	(42.5	)	$	(9.4	)
Plastics Segment		16.3		5.8		(5.0	)		0.8
Other		—		—		(0.6	)		(0.6	)
Consolidated	$	133.9	$	38.9	$	(48.1	)	$	(9.2	)

(in millions)	Net Sales		Gross Mat’l Margin		Other Oper Exp			Operating Income (Loss)
2004
Metal Segment	$	174.5	$	49.1	$	(38.9	)	$	10.2
Plastic Segment		24.8		8.2		(6.0	)		2.2
Other		—		—		(1.3	)		(1.3	)
Consolidated	$	199.3	$	57.3	$	(46.2	)	$	11.1

2003
Metal Segment	$	117.3	$	32.9	$	(33.5	)	$	(0.6	)
Plastic Segment		17.6		6.1		(5.3	)		0.8
Other		—		—		(1.3	)		(1.3	)
Consolidated	$	134.9	$	39.0	$	(40.1	)	$	(1.1	)

(in thousands)		June 30, 2004	December 31, 2003
Metals Segment	$	332,900	$	306,892
Plastics Segment		32,436		31,388
Other		408		660
Consolidated	$	365,744	$	338,940

(in millions)		December 31, 2003 Balance		First Half 2004 Spending			June 30, 2004 Balance
Lease and other contract transition costs	$	0.3	$	(0.3	)	$	—
Environmental clean-up costs		0.8		(0.8	)		—
Legal fees on asset sales/divestiture		0.1		(0.1	)		—
Total	$	1.2	$	(1.2	)	$	—

(in millions)	December 31, 2003 Balance		Nine Months 2004 Spending			Sept 30, 2004 Balance
Lease and other contract transaction costs	$	0.3	$	(0.3	)	$	--
Environmental clean-up costs		0.8		(0.8	)		—
Legal fees on asset sales/divestiture		0.1		(0.1	)		—
Total	$	1.2	$	(1.2	)	$	—

	Quarter Ended June 30,							Fav/(Unfav)
		2004			2003		Fav/ (Unfav)		% Change
Net Sales
Metals	$	166.1		$	117.6		$48.5		41.2	%
Plastics		22.1			16.3		5.8		35.6
Total Net Sales	$	188.2		$	133.9		$54.3		40.6	%

Gross Material Margin
Metals	$	49.0		$	33.1		$15.9		48.0	%
% of Metals		29.5	%		28.1	%	1.4%
Plastics		7.3			5.8		1.5		25.9
% of Plastics		33.1	%		35.4	%	(2.3)%
Total Gross Material Margin	$	56.3		$	38.9		$17.4		44.7	%
% of Total		29.9	%		29.1	%	0.8%

Operating Expense
Metals	$	(38.0	)	$	(42.5	)	$4.5		10.6	%
Plastics		(5.7	)		(5.0	)	(0.7)		(14.0	)
Other		(1.2	)		(0.6	)	(0.6)		(100.0	)
Total Operating Expense	$	(44.9	)	$	(48.1	)	$3.2		6.7	%
% of Total		(23.9)	%		(35.9)	%	12.0%

Operating Income
Metals	$	11.0		$	(9.4	)	$20.4		217.0	%
% of Metals Sales		6.7	%		(8.0)	%	14.7%
Plastics		1.6			0.8		0.8		100.0
% of Plastics Sales		7.2	%		4.9	%	2.3%
Other		(1.2	)		(0.6	)	(0.6)		(100.0	)
Total Operating Income	$	11.4		$	(9.2	)	$20.6		223.9	%
% of Total Sales		6.1	%		(6.9)	%	13.0%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

Net Sales and Gross Material Margin Bridge
Quarter Ending June 30, 2004 Vs. 2003
(dollars in millions)
	Net Sales				Gross Material Margin
		Dollars	Percent			Dollars	Percent
Quarter Ended 6/30/03
Metals	$	117.6	62.5	%	$	33.1	58.8	%
Plastics		16.3	8.7	%		5.8	10.3	%
Total Company	$	133.9	71.2	%	$	38.9	69.1	%

Change 2Q04 Vs. 2Q03
Metals
Volume	$	19.2	14.3	%	$	5.7	14.7	%
Price		24.6	18.4	%		5.0	12.9	%
Mix/Other		0.1	0.1	%		2.8	7.2	%
Mexico		4.6	3.4	%		0.9	2.3	%
Impairment(2003 charge)		—	—			1.5	3.9	%
Total Metals	$	48.5	36.2	%	$	15.9	40.9	%
Plastics		5.8	4.3	%		1.5	3.9	%
Total Company	$	54.3	40.6	%	$	17.4	44.7	%

Quarter Ended 6/30/04
Metals	$	166.1	88.3	%	$	49.0	87.0	%
Plastics		22.1	11.7	%		7.3	13.0	%
Total Company	$	188.2	100.0	%	$	56.3	100.0	%

(dollars in millions)	Six-Months Ended June 30,							Fav/(Unfav)
		2004			2003		Fav/ (Unfav)		%Change
Net Sales
Metals	$	320.8		$	243.2		$77.6		31.9	%
Plastics		43.0			32.4		10.6		32.7
Total Net Sales	$	363.8		$	275.6		$88.2		32.0	%

Gross Material Margin
Metals	$	93.3		$	70.7		$22.6		31.9	%
% of Metals		29.1	%		29.1	%	0.0%
Plastics		14.2			11.4		2.8		24.6
% of Plastics		33.0	%		35.2	%	(2.2)%
Total Gross Material Margin	$	107.5		$	82.1		$25.4		30.9	%
% of Total		29.5	%		29.8	%	(0.3)%

Operating Expense
Metals	$	(76.6	)	$	(79.4	)	$2.8		3.5	%
Plastics		(11.5	)		(10.1	)	(1.4)		(13.9	)
Other		(2.2	)		(1.4	)	(0.8)		(57.1	)
Total Operating Expense	$	(90.3	)	$	(90.9	)	$0.6		0.7	%
% of Total		(24.8)	%		(32.9)	%	8.1%

Operating Income
Metals	$	16.7		$	(8.7	)	$25.4		291.9	%
% of Metals Sales		5.2	%		(3.6)	%	8.8%
Plastics		2.7			1.3		1.4		107.7
% of Plastics Sales		6.3	%		4.0	%	2.3%
Other		(2.2	)		(1.4	)	(0.8)		(57.1	)
Total Operating Income	$	17.2		$	(8.8	)	$26.0		295.5	%
% of Total Sales		4.7	%		(3.2)	%	7.9%

"Other" includes costs of the executive and legal departments, and other corporate activities which support both operating segments of the Company.

Net Sales and Gross Material Margin Bridge
Six Months Ending June 30, 2004 Vs. 2003
(dollars in millions)
	Net Sales					Gross Material Margin
		Dollars		Percent			Dollars	Percent
Six Months Ended 6/30/03
Metals	$	243.2		66.8	%	$	70.7	65.8	%
Plastics		32.4		8.9	%		11.4	10.6
Total Company	$	275.6		75.7	%	$	82.1	76.4	%

Change YTD ‘04 Vs. ‘03
Metals
Volume	$	41.2		14.9	%	$	12.0	14.6	%
Price		35.4		12.8	%		7.2	8.8	%
Mix/Other		(5.7	)	-2.1	%		0.4	0.5	%
Mexico		6.8		2.5	%		1.5	1.8	%
Impairment(2003 charge)		—		—			1.5	1.8	%
Total Metals	$	77.7		28.2	%	$	22.6	27.5	%
Plastics		10.6		3.8	%		2.8	3.4	%
Total Company	$	88.3		32.0	%	$	25.4	30.9	%

Six Months Ended 6/30/04
Metals	$	320.8		88.2	%	$	93.3	86.8	%
Plastics		43.0		11.8	%		14.2	13.2	%
Total Company	$	363.8		100.0	%	$	107.5	100.0	%

Director	For	Withheld	Abstaining

Edward F. Culliton	14,061,821	37,530	¾
William K. Hall	14,067,255	37,098	¾
Robert S. Hamada	13,742,282	357,070	¾
Patrick J. Herbert	13,742,319	357,033	¾
John W. McCarter, Jr.	13,742,281	357,070	¾
John McCartney	14,062,255	46,616	¾
G. Thomas McKane	14,052,736	46,616	¾
John W. Puth	13,740,450	358,901	¾
Michael Simpson	12,986,479	1,112,873	¾