BII\94604_2  02/09/98  11:18am

                Amendment No. 1 to Pledge and Security Agreement


                                 AMENDMENT NO. 1


                  AMENDMENT NO. 1 dated as of December 19, 1997 to the Amended 
and Restated Pledge and Security Agreement dated as of November 29, 1996
 referred to below between:

                  (1)  COMMONWEALTH INDUSTRIES, INC. (formerly known as
 Commonwealth Aluminum Corporation), a corporation duly organized and validly
 existing under the laws of the State of Delaware (the "Parent");

                  (2)  CI  HOLDINGS  INC.   (formerly   known  as   Commonwealth
         Industries,  Inc.), a corporation  duly organized and validly  existing
         under the laws of the State of Delaware ("Holdings");

                  (3)  COMMONWEALTH  ALUMINUM  CORPORATION  (formerly  known  as
         Commonwealth  Aluminum  Lewisport,  Inc.), a corporation duly organized
         and validly existing under the laws of the State of Delaware ("CAC");

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

                  (5) 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");

                  (6) 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"  and together with the Parent,  Holdings,  CAC,  Alflex and
         Barmet, the "Securing Parties"); and

                  (7) NATIONAL WESTMINSTER BANK PLC, as administrative agent for
         the Lenders (in such  capacity,  together  with its  successors in such
         capacity, the "Administrative Agent").

                  The  Parent,  Holdings,  CAC,  Alflex,  CACI,  the  Subsidiary
Guarantors, certain lenders and the Administrative Agent entered into an Amended
and Restated Credit Agreement dated as of November 29, 1996 (as in effect on the
date hereof,  the "Existing Credit  Agreement"),  which amended and restated the
Credit  Agreement  dated as of September 20, 1996,  providing for  extensions of
credit  to be  made  to the  Borrowers  in an  aggregate  principal  amount  not
exceeding  $325,000,000.  In  connection  with the execution and delivery of the
Existing  Credit  Agreement,  the Parent,  CAC,  certain  other of the  Securing
Parties and the Administrative Agent entered into an Amended and Restated Pledge
and Security  Agreement  dated as of November 29, 1996 (as in effect on the date
hereof,  the "Pledge and Security  Agreement")  pursuant to which said  Securing
Parties granted to the  Administrative  Agent a security  interest in all of the
Collateral  (as  defined  therein)  as  collateral   security  for  the  Secured
Obligations (as so defined).

                  The  Parent,  Holdings,  CAC,  Alflex,  CACI,  the  Subsidiary
Guarantors,  the Lenders and the Administrative Agent are amending and restating
the Existing Credit  Agreement  pursuant to a Second Amended and Restated Credit
Agreement dated as of December 19, 1997 (as heretofore modified and supplemented
and in effect on the date hereof,  the "Credit  Agreement").  In connection with
the execution and delivery of the Credit  Agreement,  the Obligors wish to amend
the Pledge and Security  Agreement in certain  respects,  and  accordingly,  the
parties hereto hereby agree as follows:

                  Section 1.  Definitions.  Except as otherwise defined in this
Amendment No. 1, terms defined in the Pledge and Security Agreement are used 
herein as defined therein.

                  Section 2.  Amendments.  Effective as of the date hereof 
(subject to satisfaction of the conditions set forth in Section 4 hereof), the
 Pledge and Security Agreement shall be amended as follows:

                  A.  General.   Each  reference  in  the  Pledge  and  Security
         Agreement to "this Agreement",  "the Pledge and Security  Agreement" or
         words of  similar  import  shall be deemed to refer to the  Pledge  and
         Security Agreement as amended hereby.


                  B. Credit Agreement. Each reference in the Pledge and Security
Agreement to "the Credit  Agreement" or words of similar  import shall be deemed
to refer to the Credit Agreement.

                  C.  Annexes.   Each  reference  in  the  Pledge  and  Security
Agreement to an Annex thereto shall be deemed to refer to the  respective  Annex
of the same number attached to this Amendment No. 1.

                  Section 3. Representations and Warranties. Each Securing Party
represents  and  warrants to the Lenders and the  Administrative  Agent that the
representations  and warranties of such Securing Party set forth in Section 2 of
the Pledge and Security Agreement are true and complete in all material respects
on the date hereof (or, if any such  representation  and  warranty is  expressly
stated to have been made as of a specific date, as of such specific date) and as
if each reference therein to any Annex referred to the respective numbered Annex
attached to this Amendment No. 1.

                  Section 4. Conditions  Precedent.  The amendments in Section 2
hereof  shall  become  effective  as of the  date  hereof  upon  receipt  by the
Administrative  Agent  of one or more  counterparts  of  this  Amendment  No.  1
executed  by each of the  Securing  Parties  (or  evidence  satisfactory  to the
Administrative Agent of such execution) and the Administrative Agent.

                  Section 5.  Miscellaneous.  Except as expressly herein 
provided, the Pledge and Security Agreement shall remain unchanged and in full
force and effect.  The Parent shall reimburse the Administrative Agent for all
reasonable out-of-pocket costs and expenses (including reasonable legal fees
and disbursements)incurred by it in connection with this Amendment No. 1. 
This Amendment No. 1 may be executed in any number of counterparts, all of
which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 1 by signing any
such counterpart.  This Amendment No. 1 shall be governed by, and construed in 
accordance with, the law of the State of New York.



<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 1 to the Pledge and Security  Agreement  to be duly  executed and
delivered as of the day and year first above written.



                                     COMMONWEALTH INDUSTRIES, INC.



                                       By
                                     Title:



                                     CI HOLDINGS INC.



                                       By
                                     Title:



                                     COMMONWEALTH ALUMINUM CORPORATION



                                       By
                                     Title:


                                     ALFLEX CORPORATION



                                       By
                                     Title:


                                     COMMONWEALTH ALUMINUM CONCAST, INC.


                                       By
                                     Title:

                                     SUBSIDIARY GUARANTOR

                                     COMMONWEALTH ALUMINUM SALES CORPORATION



                                       By
                                     Title:



<PAGE>



                                     THE ADMINISTRATIVE AGENT

                                     NATIONAL WESTMINSTER BANK PLC,
                                        as Administrative Agent


                                       By
                                     Title: