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                                                                    EXHIBIT 4.4
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                         AMCAST INDUSTRIAL CORPORATION
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               NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
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         WHEREAS, the Board of Directors believe that it is beneficial to the
Company that directors of the Company have an opportunity to receive payment of
their annual retainer in common shares of the Company;

         NOW, THEREFORE, IT IS RESOLVED that the annual retainer for services
as a director of the Company payable to non-employee directors may be paid to
such directors in accordance with the following plan:

         1.  Each non-employee director may elect to have 50% or more of his
annual retainer paid in common shares of the Company.

         2.  A director who elects to have his annual retainer paid in shares
shall file a written notice with the Secretary of the Company on or before the
January 15 of the year for which such election is being made, specifying the
percentage of his annual retainer (but not less than 50%) that he desires to be
paid in common shares.  Such election shall continue in effect for the year in
which the election is made and each succeeding year until written notice of
revocation is given by the director to the Secretary of the Company.

         3.  The closing price of the common shares on January 2 (or the next
business day, if January 2 is not a business day) of the year for which the
election applies shall be used as the basis for determining the number of
shares issuable to the director in payment of his annual retainer.  The
percentage of the director's annual stipend not paid in shares shall be paid
ratably over the year in accordance with the normal payment schedule for
director compensation.  Certificates for shares issuable in payment of the
director's annual retainer shall be issued as soon as possible after 
December 31 of the particular year to which the shares relate and delivered 
to the director.

         4.  The shares that may be issued to directors in payment of the
annual retainer may be treasury shares or authorized and unissued shares.