SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of report (Date of earliest event reported): May 7, 2003


                            Park-Ohio Holdings Corp.
             (Exact name of registrant as specified in its charter)


            Ohio                       000-03134                34-1867219
(State or other jurisdiction of   (Commission File No.)      (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                               23000 Euclid Avenue
                              Cleveland, Ohio 44117
                    (Address of principal executive offices)


                                 (216) 692-7200
              (Registrant's telephone number, including area code)




Item 7.  Financial Statements and Exhibits

(c) Exhibits

As described in Item 9 of this Report, the following Exhibit is furnished as
part of this Current Report on Form 8-K:

Exhibit
Number        Description
------        -----------
99.1          Park-Ohio Holdings Corp. first quarter press release, dated May 7,
              2003.

Item 9.  Regulation FD Disclosure

On May 7, 2003, the Company issued a press release announcing its first quarter
2003 results. The press release is attached hereto as Exhibit 99.1.

This Current Report on Form 8-K and the press release attached hereto are being
furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they
disclose historical information regarding the Company's results of operations
for the fiscal 2003 first quarter.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.


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.

                                      Park-Ohio Holdings Corp.
                                      (Registrant)

Date: May 7, 2003                     /s/ Richard P. Elliott
                                      ------------------------------------------
                                      Vice President and Chief Financial Officer




                                  EXHIBIT INDEX


Exhibit
Number        Description
------        -----------
99.1          Park-Ohio Holdings Corp. first quarter press release, dated May 7,
              2003.