Exhibit 10.8.2
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                            SECOND AMENDMENT TO THIRD
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(the "Amendment") is dated as of February 2, 2004, effective as of December 30,
2003, and made by and among:

                  (1) COMMONWEALTH INDUSTRIES, INC., a corporation duly
         organized and validly existing under the laws of the State of Delaware
         (the "Parent") and the successor by merger to CI Holdings, Inc.;

                  (2) CI HOLDINGS, LLC, a limited liability company duly
         organized and validly existing under the laws of the State of Delaware
         ("CI Holdings") and formerly known as CI Holdings, Inc. and as Alflex
         Corporation;

                  (3) COMMONWEALTH ALUMINUM, LLC, a limited liability company
         duly organized and validly existing under the laws of the State of
         Delaware ("CAC") and formerly known as Commonwealth Aluminum
         Corporation;

                  (4) ALFLEX CORPORATION, a corporation duly organized and
         validly existing under the laws of the State of Delaware ("New
         Alflex");

                  (5) CA LEWISPORT, LLC, a limited liability company duly
         organized and validly existing under the laws of the State of Delaware
         ("Old Lewisport") and formerly known as CA Lewisport, Inc. and as
         Commonwealth Aluminum Lewisport, Inc. and as Commonwealth Aluminum
         Corporation;

                  (6) COMMONWEALTH ALUMINUM LEWISPORT, LLC, a limited liability
         company duly formed and validly existing under the laws of the state of
         Delaware ("New Lewisport");

                  (7) COMMONWEALTH ALUMINUM METALS, LLC, a limited liability
         company duly formed and validly existing under the laws of the State of
         Delaware ("Metals");

                  (8) COMMONWEALTH ALUMINUM CONCAST, INC. (formerly named Barmet
         Aluminum Corporation) a corporation duly organized and validly existing
         under the laws of the State of Ohio ("CACI" and, together with CAC, CI
         Holdings, Old Lewisport, New Lewisport, Metals and New Alflex, each a
         "Revolving Credit Borrower" and, collectively, the "Revolving Credit
         Borrowers");

                  (9) each of the Subsidiaries of the Parent identified under
         the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
         (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
         Guarantors");

                  (10)     each of the lenders that is a signatory hereto
        (individually, a "Lender" and, collectively, the "Lenders"); and

                  (11) PNC BANK, NATIONAL ASSOCIATION, as administrative agent
         for the Lenders (in such capacity, together with its successors in such
         capacity, the "Administrative Agent").

         This Amendment amends that certain Third Amended and Restated Credit
Agreement, dated as of March 21, 2002, as amended by a First Amendment thereto
dated as of October 14, 2003 (collectively, the "Credit Agreement").

                                   WITNESSETH:

         WHEREAS, Parent, Revolving Credit Borrowers and Subsidiary Guarantors
have requested Lenders, subject to the terms and conditions herein, to amend the
Credit Agreement to modify certain financial covenant as measured at the fiscal
quarter ended December 31, 2003.

         NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements herein contained and intending to be legally bound
hereby, covenant and agree as follows:

1. Recitals. The foregoing recitals are true and correct and incorporated herein
by reference.

2. Definitions. Capitalized terms not otherwise defined in this Amendment have
the meanings given to them in the Credit Agreement.

3. Amendment of Credit Agreement.

         A.       The following definition set forth in Section 1.01 of the
 Credit Agreement is hereby amended and restated as follows:

                  "EBITDA" shall mean the sum, for the Parent and its
         Subsidiaries (determined on a consolidated basis without duplication in
         accordance with GAAP), of the following: (a) net income for such
         period, plus (b) the amount of Total Interest Expense for such period,
         plus (c) income tax expense during such period, plus (d) depreciation
         and amortization for such period, plus (e) extraordinary losses for
         such period, plus (f) for any period that includes the calendar quarter
         ended December 31, 2001, nonrecurring losses recognized during the
         fiscal quarter ended December 31, 2001, related to asset impairment,
         goodwill reduction, termination of the Parent's executive incentive
         plan, and provision for uncollectable accounts (all as previously
         disclosed to the Administrative Agent), but not in excess of
         $179,000,000 in the aggregate, plus (g) in the case of any period
         during calendar year 2002, an amount equal to the amount deducted, on
         account of impairment of goodwill, in calculating net income for such
         period in accordance with GAAP, plus (h) in the case of any period from
         and after October 1, 2003, an amount equal to the non-cash charge taken
         with respect to reduction of goodwill for New Alflex, minus (i)
         extraordinary gains for such period.

         B. Section 9.10 of the Credit Agreement is hereby amended and restated
as follows:

         "9.10    Certain Financial Covenants.

                  (a) Total Leverage Ratio. The Parent will not permit the Total
         Leverage Ratio to exceed the following respective ratios at any time
         during the following respective periods:

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                                Period                                Ratio
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        From and including the Restatement Effective Date to       4.50 to 1.00
           and including March 31, 2002
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        From and including April 1, 2002 to and including          4.25 to 1.00
           September 30, 2002
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        From and including October 1, 2002 to and including        4.00 to 1.00
           December 31, 2002
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        From and including January 1, 2003 to and including        3.75 to 1.00
           June 30, 2003
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        From and including July 1, 2003 to and including           4.25 to 1.00
           September 30, 2003
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        From and including October 1, 2003 to and including        5.25 to 1.00
           December 31, 2003
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        From January 1, 2004 and at all times thereafter           3.25 to 1.00
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                  (b) Total Interest Coverage Ratio. The Parent will not permit
         the Total Interest Coverage Ratio to be less than the following
         respective ratios at any time during the following respective periods:

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                                Period                               Ratio
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        From the Restatement Effective Date to and including       1.50 to 1.00
           December 31, 2002
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        From January 1, 2003 to and including September 30,        2.00 to 1.00
           2003
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        From and including October 1, 2003 to and including        1.50 to 1.00
           December 31, 2003
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        From January 1, 2004 and at all times thereafter           2.50 to 1.00
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                  (c) Fixed Charges Ratio. The Parent will not permit the Fixed
         Charges Ratio to be less than the following respective ratios at any
         time during the following respective periods:

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                                Period                                Ratio
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        From the Restatement Effective Date to and including       1.00 to 1.00
           March 31, 2003
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        From April 1, 2003 to and including September 30, 2003     1.10 to 1.00
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        From October 1, 2003 to and including December 31, 2003    1.00 to 1.00
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        January 1, 2004 and at all time thereafter                 1.10 to 1.00
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4. Consent. The parties hereto hereby consent to the conversion of the following
Revolving Credit Borrowers from Delaware corporations to Delaware limited
liability companies: CI Holdings, Inc. to CI Holdings, LLC, Commonwealth
Aluminum Corporation to Commonwealth Aluminum, LLC, and CA Lewisport, Inc. to CA
Lewisport, LLC.

5. Amendment Fee. The Borrowers shall pay to the Administrative Agent, for the
benefit of the Lenders which execute and deliver this Amendment to the
Administrative Agent on or before February 2, 2004, an amendment fee in the
amount of 10 basis points of the Revolving Credit Commitments of such Lenders.

6. Conditions Precedent. The Parent, the Revolving Credit Borrowers, the
Subsidiary Guarantors and the Lenders acknowledge that this Amendment shall not
be effective until each of the following conditions precedent has been satisfied
(such date is referred to herein as the "Effective Date"):

(a) The Parent, the Revolving Credit Borrowers, the Subsidiary Guarantors, the
Required Banks, and the Administrative Agent shall have executed this Amendment;

(b) The Borrowers shall have paid to the Administrative Agent, for the benefit
of the applicable Lenders, the amendment fee set forth in Section 5 of this
Amendment.

(c) The Parent shall have delivered to the Administrative Agent a closing
certificate certifying to the accuracy of representations and warranties,
compliance with covenants and conditions and absence of any Default or Event of
Default under the Credit Agreement;

(d) No Material Adverse Effect shall have occurred with respect to the Parent,
the Revolving Credit Borrowers or the Subsidiary Guarantors;

(e) The Parent, the Revolving Credit Borrower and the Subsidiary Guarantors
shall have obtained all approvals and consents necessary to consummate the
transactions contemplated by this Amendment;

(f) All legal details and proceedings in connection with the transactions
contemplated by this Amendment and all other Credit Documents shall be in form
and substance satisfactory to the Administrative Agent.

7. Incorporation into Credit Agreement. This Amendment shall be incorporated
into the Credit Agreement by this reference.

8. Full Force and Effect. Except as expressly modified by this Amendment, all of
the terms, conditions, representations, warranties and covenants of the Credit
Agreement and the other Credit Documents are true and correct and shall continue
in full force and effect without modification.

9. Reimbursement of Expenses. The Borrowers unconditionally agrees to pay and
reimburse the Administrative Agent and save the Administrative Agent harmless
against liability for the payment of reasonable out-of-pocket costs, expenses
and disbursements, including without limitation, fees and expenses of counsel
incurred by the Administrative Agent in connection with the development,
preparation, execution, administration, interpretation or performance of this
Amendment and all other documents or instruments to be delivered in connection
herewith.

10. Counterparts. This Amendment may be executed by different parties hereto in
any number of separate counterparts, each of which, when so executed and
delivered shall be an original and all such counterparts shall together
constitute one and the same instrument.

11. Entire Agreement. This Amendment sets forth the entire agreement and
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior understandings and agreements, whether written
or oral, between the parties hereto relating to the subject matter hereof. No
representation, promise, inducement or statement of intention has been made by
any party which is not embodied in this Amendment, and no party shall be bound
by or liable for any alleged representation, promise, inducement or statement of
intention not set forth herein.

12. Governing Law. This Second Amendment shall be deemed to be a contract under
the laws of the State of New York and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without regard to its conflict of laws principles.

                [SIGNATURE PAGES FOLLOW]

<PAGE>

               [SIGNATURE PAGE 1 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                                                     THE PARENT

         COMMONWEALTH INDUSTRIES, INC.


         By:
            -----------------------------------------------------------
           Name:
            ---------------------------------------------------------
           Title:
           --------------------------------------------------------

<PAGE>

               [SIGNATURE PAGE 2 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]

                         THE REVOLVING CREDIT BORROWERS

                           COMMONWEALTH ALUMINUM, LLC

               By:    Commonwealth Aluminum Concast, Inc., its sole member


               By:
                    ----------------------------------------------------
                    Name:
                    --------------------------------------------------
                    Title:
                    -------------------------------------------------


                          ALFLEX CORPORATION


               By:
                   -----------------------------------------------------------
                   Name:
                   ---------------------------------------------------------
                   Title:
                   --------------------------------------------------------


                          COMMONWEALTH ALUMINUM CONCAST, INC.


               By:
                  -----------------------------------------------------------
                  Name:
                  ---------------------------------------------------------
                  Title:
                  --------------------------------------------------------


                          CA LEWISPORT, LLC

               By:    Commonwealth Industries, Inc., its sole member


               By:
                 ----------------------------------------------------
                 Name:
                 --------------------------------------------------
                 Title:
                 -------------------------------------------------

<PAGE>

               [SIGNATURE PAGE 3 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]

                        CI HOLDINGS, LLC

                By:    Commonwealth Industries, Inc., its sole member


                By:
                     ----------------------------------------------------
                     Name:
                     --------------------------------------------------
                     Title:
                     -------------------------------------------------



                         COMMONWEALTH ALUMINUM LEWISPORT, LLC

                 By:    CA Lewisport, Inc., its managing member


                 By:
                      ----------------------------------------------------
                      Name:
                      --------------------------------------------------
                      Title:
                      -------------------------------------------------



                          COMMONWEALTH ALUMINUM METALS, LLC

                 By:    Commonwealth Aluminum Lewisport, LLC, its sole member

                 By:   CA Lewisport, Inc., its managing member


                 By:
                       ----------------------------------------------
                       Name:
                       --------------------------------------------
                       Title:
                       -------------------------------------------

<PAGE>

               [SIGNATURE PAGE 4 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]

                          SUBSIDIARY GUARANTORS

                        COMMONWEALTH ALUMINUM SALES CORPORATION

                By:
                    -----------------------------------------------------------
                    Name:
                    ---------------------------------------------------------
                    Title:
                    --------------------------------------------------------




                       COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

                By:    Commonwealth Aluminum Concast, Inc., its sole member


                By:
                    ----------------------------------------------------
                    Name:
                    --------------------------------------------------
                    Title:
                    -------------------------------------------------

<PAGE>

               [SIGNATURE PAGE 5 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]


          PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender


                By:
                    -----------------------------------------------------------
                    Name:
                    ---------------------------------------------------------
                    Title:
                    --------------------------------------------------------


<PAGE>

               [SIGNATURE PAGE 6 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]


                       U.S. BANK NATIONAL ASSOCIATION


                By:
                   -----------------------------------------------------------
                   Name:
                   ---------------------------------------------------------
                   Title:
                   --------------------------------------------------------

<PAGE>

               [SIGNATURE PAGE 7 OF 7 TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]


                         NATIONAL CITY BANK OF KENTUCKY

                By:
                   -----------------------------------------------------------
                   Name:
                   ---------------------------------------------------------
                   Title:
                   --------------------------------------------------------