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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

      |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934 For the
                       Fiscal Year Ended December 31, 1999

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Transition Period From ____ to ____
                               -------------------
                         Commission File Number: 0-25642

                          COMMONWEALTH INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
         Delaware                                    13-3245741
 (State of incorporation)                (I.R.S. Employer Identification No.)

    500 West Jefferson Street
          19th Floor
      Louisville, Kentucky                            40202-2823
(Address of principal executive office)               (Zip Code)

       Registrant's telephone number, including area code: (502) 589-8100
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock; Stock Purchase Rights

         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. Yes |X| No |_|
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|
         The  aggregate  market  value  of the  common  stock  held by
non-affiliates  of the  registrant  as of  March  10, 2000  was $141,942,000.
         The number of shares outstanding of the registrant's common stock as of
March 10, 2000 was 16,611,835.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions  of  the  annual  report  to   stockholders   of  Commonwealth
Industries,  Inc.  for the year ended  December  31,  1999 are  incorporated  by
reference  into Parts I and II and portions of the  definitive  Proxy  Statement
dated  March 24,  2000 for the 2000 Annual  Meeting of  Stockholders  to be held
April 28, 2000 are incorporated by reference into Part III.

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<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                                    FORM 10-K
                      For the Year Ended December 31, 1999

                                      INDEX
<TABLE>
<CAPTION>
                                     PART I                                        Page
                                                                                   ----
<S>                                                                                 <C>
Item 1.      Business.................................................................3
Item 2.      Properties..............................................................11
Item 3.      Legal Proceedings.......................................................11
Item 4.      Submission of Matters to a Vote of Security Holders.....................11
Item E.O.    Executive Officers of the Registrant....................................11

                                     PART II

Item 5.      Market for Registrant's Common Stock and Related Stockholder Matters....12
Item 6.      Selected Financial Data.................................................13
Item 7.      Management's Discussion and Analysis of Financial Condition and
                 Results of Operations...............................................13
Item 7A.     Quantitative and Qualitative Disclosures About Market Risk..............13
Item 8.      Financial Statements and Supplementary Data.............................13
Item 9.      Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosures...........................................13

                                     PART III

Item 10.     Directors and Executive Officers of the Registrant......................14
Item 11.     Executive Compensation..................................................14
Item 12.     Security Ownership of Certain Beneficial Owners and Management..........14
Item 13      Certain Relationships and Related Transactions..........................14

                                     PART IV

Item 14.     Exhibits, Financial Statement Schedule and Reports on Form 8-K..........14
             Signatures..............................................................20
</TABLE>
<PAGE>
                                     PART I

Item 1.  Business.

          Commonwealth  Industries,  Inc. (the  "Company") is one of North
America's  leading  manufacturers of aluminum sheet and, through its Alflex
Corporation subsidiary  ("Alflex"),  of electrical flexible conduit and prewired
armored cable.

         The  Company's   aluminum   sheet   products  are  produced  using  the
conventional,  direct  -chill  rolling  ingot  casting  process at the Company's
multi-purpose  aluminum rolling mill at Lewisport,  Kentucky, one of the largest
in North  America,  and by the  continuous  casting  process  at its  facilities
located in  Uhrichsville,  Ohio, and Carson,  California.  The Company  operates
coating lines at the Lewisport mill and at Company facilities in Bedford,  Ohio,
and Torrance,  California. It also operates tube mills at the Bedford and Carson
locations.  The electrical  flexible conduit and prewired armored cable products
are manufactured at Alflex facilities in Long Beach, California and Rocky Mount,
North Carolina.

         The aluminum sheet products  manufactured  by the Company are generally
referred to as common alloy products.  They are produced in a number of aluminum
common alloys with thicknesses (gauge) of 0.008 to 0.250 inches, widths of up to
72 inches, and a variety of physical  properties and packaging,  in each case to
meet  customer  specifications.  These  products  are sold to  distributors  and
end-users,  principally  for use in building and  construction  products such as
roofing,  siding,  windows and gutters;  transportation  equipment such as truck
trailers  and  bodies  and  automotive  parts;  and  consumer  durables  such as
cookware,  appliances and lawn furniture. The Bedford and Carson facilities also
fabricate  aluminum  sheet  into  welded  tube  products  for  various  markets.
Substantially  all of the  Company's  aluminum  sheet  products  are produced in
response to specific  customer orders.  Production of aluminum sheet products in
1999 was  1.023  billion  pounds or about 94% of  capacity.  In 1999,  the North
American  market for aluminum sheet products,  excluding rigid container  sheet,
foil and exports, was approximately 4.1 billion pounds.

         Alflex  manufactures  metallic  (aluminum  and steel) and  non-metallic
(plastic)  electrical  flexible  conduit and prewired  armored cable,  utilizing
aluminum sheet  manufactured by the Company.  These products provide  mechanical
protection for electrical wiring installed in buildings in accordance with local
building code  requirements.  Armored cable differs from  electrical  conduit in
that it is  pre-wired  by  Alflex,  whereas  end-users  must pull  wire  through
electrical conduit when conduit is installed.  These products are used primarily
by electrical  contractors  in the  construction,  renovation  and remodeling of
commercial and industrial facilities and multi-family  dwellings.  They also are
used  in  the  heating,  ventilating  and  air-conditioning  ("HVAC"),  original
equipment manufacturers ("OEM") and Do-It-Yourself ("DIY") markets. The products
include preassembled and prepackaged products for commercial and DIY markets and
commercial  pre-fabricated  wiring systems which provide  significant savings in
labor and installation costs for end-users.

         Historically,  electrical wires were housed in rigid pipes in the walls
of buildings. Rigid pipe remains the most widely used means of protecting wiring
in  commercial  and  other  non-residential  construction.  Electrical  flexible
conduit  made from  steel was  introduced  in the  1920s.  Flexible  conduit  is
significantly  easier to install  than rigid pipe,  resulting in cost savings to
the installer.  Aluminum flexible  conduit,  introduced to the market by Alflex,
has in recent years become a significant factor due to its ease of installation,
lighter weight and ease of cutting  compared to steel flexible  conduit or rigid
pipe. In wet, harsh or corrosive environments,  non-metallic or plastic jacketed
steel flexible  conduit may be used.  Armored cable (conduit with  pre-installed
wire) made of steel or aluminum has captured an  increasing  share of the market
from rigid pipe due to its  pre-assembly,  ease of installation and overall cost
effectiveness.

         The Company  estimates  that at  December  31, 1999 it had a backlog of
firm orders for which product  specifications have been defined of 255.5 million
pounds of  aluminum  sheet  products  with an  aggregate  sales  price of $275.9
million, compared to an estimate of 305.9 million pounds with an aggregate sales
price of $292.2  million at  December  31,  1998.  Backlog is not a  significant
factor for the Company's electrical products.

Aluminum Sheet Products

         Manufacturing

         The Company's aluminum sheet manufacturing  facilities are comprised of
the  rolling  mills at  Lewisport,  Kentucky,  Uhrichsville,  Ohio,  and Carson,
California,  coating  facilities  at  Lewisport,  Bedford,  Ohio,  and Torrance,
California, and tube mills at Bedford and Carson.

         The  Lewisport  mill  uses  the  conventional,  vertical  direct-chill,
rolling  ingot  casting   process.   This  process  permits  the  production  of
traditional aluminum sheet with strength, hardness,  formability,  finishing and
other characteristics preferred for many applications. The flexibility permitted
by this  multi-purpose  rolling mill enables the Company to target higher margin
products,  manufacture  a variety of products with  consistent  high quality and
respond quickly to shifts in market demand. In 1999, the Lewisport mill produced
617 million pounds of aluminum  sheet  products.  At full capacity  utilization,
unit costs of  converting  metal to aluminum  sheet  products at  Lewisport  are
believed  to  be  among  the  lowest  in  the  industry  for  plants  using  the
conventional process.

         The Uhrichsville and Carson mills use low-cost,  scrap-based  twin-belt
mini-mill  continuous  casting production  technology.  This process permits the
efficient  production of aluminum sheet alloys used in building and construction
and other  applications  not requiring  the more complex  alloys or the physical
characteristics  better provided by the conventional casting method. The process
eliminates several steps associated with conventional casting,  thereby reducing
manufacturing  costs.  Capital costs also are significantly lower than for mills
using the conventional  casting process.  Since 1993, the annual capacity of the
Uhrichsville and Carson mills has been increased by over 75% from  approximately
250 million pounds to 445 million  pounds in 1999. The increased  capacity and a
continuous  improvement  strategy  resulted in a significant  reduction in sheet
production  costs.  The  Company  believes  that  its  continuous  cast  mill in
Uhrichsville has the lowest conversion costs per pound in the world.

         Aluminum Supply

         Most of the  aluminum  metal  used by the  Company's  rolling  mills is
purchased, principally from or through aluminum scrap dealers or brokers, in the
form of aluminum scrap.  The Company  believes it is one of the largest users of
aluminum  scrap other than  beverage can scrap in the United States and that the
volume of its purchases assists it in obtaining scrap at competitive prices. The
Company's remaining requirements are met with purchased primary metal, including
metal  produced  in Russia  to  specifications  that  differ  from the  industry
standard for primary aluminum but that is appropriate for the Company's needs.

         Casting and Rolling

         At Lewisport,  scrap,  in some cases after  processing in the Company's
recycling   facilities,   and  primary  aluminum  are  melted  in  induction  or
reverbatory furnaces.  Small amounts of copper,  magnesium,  manganese and other
metals are added to produce alloys with the desired  hardness,  formability  and
other  physical  characteristics.  The molten  aluminum is then poured through a
mold surrounded by circulating  water,  which cools and solidifies into an ingot
about 24 inches thick and weighing as much as 40,000 pounds. The cooled ingot is
conveyed  to the rolling  mill area for further  processing.  During  1999,  the
Company spent  approximately  $0.7 million and is planning to spend an estimated
additional  $0.2 million during the 2000-2001  period to bring the south casting
facilities at Lewisport into compliance with more stringent clean air regulatory
regulations  expected to come into effect in 2002. In addition,  during 1999 the
Company  spent  approximately  $4.2 million in the north  casting  facilities at
Lewisport to increase the Company's ability to utilize lower cost aluminum scrap
units.

         The rolling  ingots are heated to a malleable  state in soaking pits or
tunnel furnaces.  Then, in the next two stages--hot and cold rolling--the  ingot
is passed between rolls under pressure, causing it to become thinner and longer.
The first rolling stage takes place in a "reversing"  mill, so named because the
ingot is passed back and forth  between the work rolls,  reversing  itself after
each pass.  After it passes  through the reversing mill the aluminum sheet moves
through a continuous multi-stand hot mill, and then is cooled and cold rolled to
its final thickness.

         The Uhrichsville  and Carson rolling mills employ a continuous  casting
process  in  which  molten  aluminum  is fed  into a  caster  which  produces  a
continuous thin slab that is immediately hot rolled into semi-finished  aluminum
sheet in a single  manufacturing  process. The aluminum sheet is then cooled and
cold  rolled  to  its  final  thickness  as in  the  conventional  process.  The
Uhrichsville and Carson mills use twin-belt thin-slab continuous casting,  which
the  Company  believes  is the  most  efficient  and  most  productive  form  of
continuous casting.

         The Company and IMCO  Recycling,  Inc  ("IMCO") are parties to a Supply
Agreement under which IMCO serves as the major supplier of recycled aluminum for
the  Company's  Uhrichsville  mill.  Under the  Supply  Agreement,  the  Company
purchases aluminum scrap and delivers it to IMCO who then processes and converts
it into molten metal at its recycling and processing  facility  located adjacent
to the Company's mill. The Company is responsible for the treatment and disposal
of the waste  generated as a result of IMCO's  processing  services on behalf of
the Company.  The Supply  Agreement  expires March 31, 2009.  The Company has an
option to purchase the IMCO facility and a right of first refusal if IMCO wishes
to sell the facility.

         The Carson  rolling  mill  processes  its own scrap to  produce  molten
metal, utilizing current delacquering and melting technology.

         The Company has paid a one-time license fee for certain technology used
in its continuous casting process.  The license agreement allows the Company the
use of certain inventions,  technical  discoveries and apparatus of the licensor
in the manufacturing process.

         Finishing and Coating

         After hot and cold rolling is complete,  the aluminum  sheet is leveled
to ensure required  flatness and may be slit into narrower  widths,  embossed or
painted to customers' specifications.

         The Company is an industry  leader in the development and production of
superior quality coated aluminum  products and operates at Lewisport the largest
coating line integrated with a United States rolling mill.  Coating lines at the
Company's  Bedford and Torrance  facilities  serve the  Uhrichsville  and Carson
rolling mills.  In the coating  process,  aluminum sheet is chemically  cleaned,
painted and then cured to produce a durable coated surface.

         Packaging and Shipping

         Finished products are shipped to customers by truck or rail in coils of
various size and weighing up to 30,000 pounds.

Electrical Products

         Alflex  fabricates  its flexible  conduit and armored cable at its Long
Beach,  California and Rocky Mount, North Carolina  facilities.  The Rocky Mount
facility was completed in 1999 with production starting in the second quarter of
1999.  This  facility   increased   Alflex's  capacity  for  cable  products  by
approximately 50%. Alflex purchases its aluminum sheet from the Company.  Alflex
also uses significant amounts of copper and steel as raw materials.

         Alflex fabricates its electrical products by slitting aluminum or steel
sheet on specialized  narrow-width slitting equipment,  after which the sheet is
coiled. The coils are then fed through  proprietary  forming machines to produce
the flexible  conduit.  For its cable  products,  Alflex draws copper into wire,
coats the wire with  plastic  insulation  and, for certain  products,  wraps the
coated  wire with paper or plastic.  The  protective  armoring  is then  wrapped
around the cabled  wire.  To produce  its  non-metallic  conduit,  Alflex uses a
specialized  co-extrusion  process  involving  both rigid and flexible  plastics
(PVC).  After  production,  the conduit and cable products are cut to length and
packaged.  Alflex  designs and builds much of the equipment  used to manufacture
its products.

         During 1998, the Company executed a strategic alliance with BICCGeneral
whereby  beginning in the second half of 1999,  Alflex  ceased  drawing wire and
coating  the wire with  plastic  insulation,  and instead  purchases  all of its
copper wire requirements from BICCGeneral.

         Alflex has designed its manufacturing  processes to allow it to produce
a wide range of electrical flexible conduit and prewired armored cable products.
The  Company   believes   this   manufacturing   flexibility   has   contributed
significantly to the growth in this business. Also, since the acquisition of the
Alflex business, the Company has increased Alflex's electrical conduit and cable
manufacturing  capacity.  Production  volume  increased from 519 million feet in
1997 to 613 million feet in 1999.

Customers and Markets

         The Company's  aluminum sheet products are sold to distributors as well
as end-users,  principally in the building and construction,  transportation and
consumer  durables  markets.  The Company ceased  manufacturing  rigid container
sheet ("RCS") for the packaging  market during 1999 in order to focus all of the
Company's resources on its core products.

         The  following  table  sets forth for 1999 and 1998 the  percentage  of
aluminum  sheet net shipments  contributed by each of these classes of customers
and the Company's estimate of its share of these markets in North America.

                                  % of Net Shipments         % Market Share
                                  ------------------         --------------
                                   1999        1998           1999     1998
                                   ----        ----           ----     ----
Building and construction           41          39             34       32
Distribution                        31          30             22       21
Transportation                      13          12             18       17
Consumer durables and other         11          11             12       11
Rigid container sheet (packaging)    4           8              1        2
                                   ---         ---
                                   100         100
                                   ===         ===

         The  building and  construction  sector is the largest  end-use  market
other than the packaging market for common alloy aluminum sheet products.

         The  Company  believes  it is the  largest  supplier  of  common  alloy
aluminum  sheet to  distributors.  Distributors,  in some cases after  slitting,
punching,  leveling or other  processing,  resell the  Company's  products  into
end-use markets,  including the building and  construction,  transportation  and
consumer durables markets.

         The Company is one of the largest  suppliers of aluminum sheet products
to North American  manufacturers of  transportation  equipment,  including truck
trailers and bodies, recreational vehicles and automobile parts.

         The  largest  volume in the  category of  consumer  durables  and other
markets  for the  Company  is  reroll  stock  sold for  further  processing  and
conversion  for a variety of  markets.  Other  major  end-uses  of this  product
category are cookware, appliances and irrigation pipe.

         Packaging is the largest single end-use of aluminum  sheet,  accounting
for about one-half of the estimated  world-wide market.  Much of this product is
produced by large,  single-purpose  rolling mills. As previously mentioned,  the
Company exited the packaging market during 1999.

         Market share estimates exclude  heat-treated  aluminum plate and sheet,
which the Company  does not produce.  The Company  estimates  that  heat-treated
products  constitute an immaterial  portion of the end-use markets served by the
Company.

         Company sales are made to customers located primarily  throughout North
America.  Sales  outside  North  America  have not been  significant.  No single
customer accounted for more than 10% of 1999 net sales.

         Sales of aluminum  sheet  products are made through the  Company's  own
sales force which is strategically  located to provide North American  coverage.
An integrated  computer  system  provides the Company's  employees  with on-line
access to inventory  status,  production  schedules,  shipping  information  and
pricing data to facilitate immediate response to customer inquiries.

         Many of the Company's  aluminum  sheet markets are seasonal.  Demand in
the building and construction and  transportation  markets is generally lower in
the  fall and  winter  seasons  than in the  spring  and  summer.  Such  factors
typically result in higher operating income in the spring and summer months.

         Alflex electrical products are sold primarily through independent sales
representatives   to   electrical    distributors.    Distributors   represented
approximately  84% of Alflex net sales in 1999. The remaining  sales are made to
the do-it-yourself ("DIY"),  original equipment manufacturer ("OEM") and heating
ventilation  and  air  conditioning  ("HVAC")  markets.  The  independent  sales
representatives  do not market Alflex's  products  exclusively,  but they do not
sell products that are in direct competition with products manufactured and sold
by Alflex. Alflex serves over 6,000 customers.

         Alflex  maintains  registered  trademarks  on certain  of its  flexible
conduit and armored cable systems, including Ultratite, Galflex, the Alflex name
and its design,  Electrician's  Choice,  Computer Blue, Duraclad,  Armorlite and
PowerSnap.  While  Alflex  considers  these  trademarks  to be  important to its
business,  it does not  believe  it is  dependent  upon the  trademarks  for the
continuation of its business.

Competition

         The  Company  competes  in the  production  and  sale of  common  alloy
aluminum  sheet  products  with some 20 other  aluminum  rolling  mills in North
America and with imported products.

         Aluminum  Company  of  America   ("Alcoa")  and  Alcan  Aluminium  Ltd.
("Alcan")  have a  significantly  larger share of the total United States market
for aluminum sheet products,  including packaging and aluminum foil. However, in
the market for common alloy  aluminum  sheet  products  other than can sheet and
aluminum foil, the market share leaders are Alcoa, Alcan and the Company.

         During 1999,  Alcoa  announced  that it was  purchasing  Reynolds Metal
Company  and Alcan  announced  that it was merging  with  Pechiney of France and
Algroup of Switzerland.  Both  transactions are expected to be completed in 2000
and the Company  believes that the effect of these  transactions  on competition
can not be determined at this time.

         The Company competes with other rolled products  suppliers on the basis
of quality, price, timeliness of delivery and customer service.

         Aluminum also competes with other  materials  such as steel,  plastic
and glass for various applications.

         Alflex  competes  with national and regional  competitors  and imported
products,  both in the electrical  flexible  conduit and prewired  armored cable
industry and in the pipe and wire  industry.  Competition  is principally on the
basis of product availability and features, price and customer service.

Research and Development

         The Company conducts research and development activities at its rolling
mills as part of its ongoing  operations to improve  product  quality and reduce
manufacturing costs. Outside consultants also are utilized.

         Alflex  focuses  its  research  and   development   activities  on  the
development  of new  products  and the  improvement  of its  conduit  and  cable
manufacturing  processes  through the  development of proprietary  manufacturing
equipment and the reduction of waste.

         The   estimated   amounts   spent  during   1999,   1998  and  1997  on
Company-sponsored  research and development  activities were $1.4 million,  $0.9
million and $0.8 million, respectively.

Environmental Matters

         The  Company's   operations  are  subject  to  increasingly   stringent
environmental   laws  and  regulations   governing  air  emissions,   wastewater
discharges,  the handling,  disposal and remediation of hazardous substances and
wastes and employee  health and safety.  These laws can impose joint and several
liability  for  releases or  threatened  releases of hazardous  substances  upon
statutorily defined parties,  including the Company,  regardless of fault or the
lawfulness  of the  original  activity or disposal.  The Company  believes it is
currently  in  material  compliance  with  applicable   environmental  laws  and
regulations.

         Future regulations,  under the Clean Air Act and otherwise, will impose
stricter  emission  requirements  on the  aluminum  industry.  While the Company
believes that current pollution control measures at most of the emission sources
at its facilities will meet these anticipated  future  requirements,  additional
measures at some of the Company's  facilities,  including Lewisport as discussed
above under "Aluminum Sheet Products-Casting and Rolling", may be required.

             The Company has been named as a  potentially  responsible  party at
seven federal superfund sites and has completed closure activities at two of the
sites  for  past  waste  disposal  activity  associated  with  closed  recycling
facilities.  A trust  fund  exists  to fund  the  activity  at one of the  sites
undergoing  closure and was  established  through  contributions  from two other
parties in exchange for indemnification  from further liability.  The Company is
reimbursed from the trust fund for approved closure and postclosure expenditures
incurred at the site.  The balance  remaining  in the trust fund at December 31,
1999  was  approximately  $0.4  million.  In  determining  the  adequacy  of the
Company's aggregate  environmental  contingency accrual, the assets of the trust
fund were taken into account.  At the five other federal  superfund  sites,  the
Company is a minor  contributor  and has satisfied its obligations at two of the
sites and expects to resolve its  liability at the  remaining  three sites for a
nominal  amount.  The Company is under  orders by  agencies in three  states for
environmental  remediation at four sites,  two of which are currently  operating
and two of which have been closed. Based on currently available information, the
Company estimates the range of possible  remaining  expenditures with respect to
the above matters is between $9 million and $13 million.

         The Company acquired its Lewisport rolling mill and an aluminum smelter
at  Goldendale,  Washington  ("Goldendale"),  from  Lockheed  Martin in 1985. In
connection with the transaction, Lockheed Martin indemnified the Company against
expenses relating to environmental matters arising during the period of Lockheed
Martin's ownership of those facilities.

         Environmental  sampling at  Lewisport  has  disclosed  the  presence of
contaminants,  including  polychlorinated  biphenyls (PCBs), in a closed Company
landfill.  The Company has not yet determined the extent of the contamination or
the nature and extent of remedial  measures  that may be required.  Accordingly,
the Company cannot at present  estimate the cost of any remediation  that may be
necessary.  Management  believes  the  contamination  is covered by the Lockheed
Martin indemnification, which Lockheed Martin disputes.

         The aluminum  smelter at  Goldendale  was  operated by Lockheed  Martin
until  1985 and by the  Company  from 1985 to 1987 when it was sold to  Columbia
Aluminum  Corporation   ("Columbia").   Past  aluminum  smelting  activities  at
Goldendale  have  resulted  in   environmental   contamination   and  regulatory
involvement.  A 1993 Settlement Agreement among the Company, Lockheed Martin and
Columbia  allocated  responsibility  for future  remediation  at 11 sites at the
Goldendale smelter. If remediation is required, estimates by outside consultants
of the  probable  aggregate  cost to the Company for these sites range from $1.3
million to $7.2 million.  The apportionment of responsibility for other sites at
Goldendale  is left to  alternative  dispute  resolution  procedures if and when
these locations become the subject of remedial requirements.

         The Company has been named as a potentially  responsible party at three
third-party  disposal sites relating to Lockheed  Martin  operations,  for which
Lockheed Martin has assumed responsibilitiy.

         The Company's  aggregate  loss  contingency  accrual for  environmental
matters was $9.6 million at December 31,  1999,  which covers all  environmental
loss contingencies that the Company has determined to be probable and reasonably
estimable. It is not possible,  however, to predict the amount or timing of cost
for future environmental matters which may subsequently be determined.  Although
the  outcome of any such  matters,  to the  extent  they  exceed any  applicable
accrual,  could have a material  adverse  effect on the  Company's  consolidated
results of  operations  or cash flows for the  applicable  period,  the  Company
believes  that  such  outcome  will not have a  material  adverse  effect on the
Company's consolidated financial condition, results of operations or cash flows.

         The  Company  has  incurred  and will  continue  to incur  capital  and
operating  expenditures  for  matters  relating  to  environmental  control  and
monitoring.  Capital  expenditures of the Company for environmental  control and
monitoring  for 1999 and 1998 were $1.5 million and $2.1 million,  respectively.
All other  environmental  expenditures  of the  Company,  including  remediation
expenditures,  for 1999, 1998 and 1997 were $2.3 million, $1.0 million, and $3.1
million, respectively.

         The Company has planned environmental capital expenditures for 2000 and
2001 of $0.4 million and $1.0 million, respectively,  which includes the amounts
which  may be spent to meet  future  clean  air  requirements  at  Lewisport  as
discussed above under "Aluminum Sheet Products-Casting and Rolling".

Employees

         At December 31, 1999, the Company employed 2,331 persons, of whom 1,647
were full-time  non-salaried employees including 781 at Lewisport represented by
the United  Steel  Workers of America  ("USW") and 228 at the  Uhrichsville  and
Bedford facilities represented by the Glass, Molders,  Pottery, Plastic & Allied
Workers International, AFL-CIO, CLC union ("GMP"). Current collective bargaining
agreements  with the USW and the GMP  expire  in July  2003 and  December  2000,
respectively.  The Company  believes its  relationships  with its  employees are
good.

         The Company provides gain sharing plans for certain of its non-salaried
employees.  Contributions  to the plans are generally based upon a formula which
compares actual performance  results to targets agreed upon by management and in
some cases the  bargaining  units.  In addition,  the Company  provides  defined
contribution 401(k) plans for certain non-salaried and salaried employees.

Item 2. Properties.

         The following table sets forth certain  information with respect to the
Company's principal operating properties.  Substantially all of these properties
collateralize   borrowings  under  the  Company's  senior  secured  bank  credit
facility.

        Location                     Nature            Square Feet      Status
        --------                     ------            -----------      ------
Louisville, Kentucky    Administrative offices              30,000      Leased

Lewisport, Kentucky     Rolling mill and coating         1,700,000       Owned
                        facility

Uhrichsville, Ohio      Rolling mill                       285,000       Owned

Carson, California      Rolling mill and tube mill         103,000       Owned

Bedford, Ohio           Coating facility and tube mill     164,000      Leased

Torrance, California    Coating facility                    60,000      Leased

Long Beach, California  Alflex administrative offices      154,000      Leased
                        and manufacturing facility

Rancho Dominquez,       Alflex distribution center         111,000      Leased
 California

Rocky Mount, North      Alflex manufacturing facility      105,000       Owned
 Carolina               and distribution center

Item 3. Legal Proceedings.

         The  Company  is a party to  non-environmental  legal  proceedings  and
administrative actions all of which are of an ordinary routine nature incidental
to the  business.  In the opinion of  management  such  proceedings  and actions
should not, individually or in the aggregate,  have a material adverse effect on
the Company's  consolidated  financial condition,  results of operations or cash
flows.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter ended December 31, 1999.

Item E.O. Executive Officers of the Registrant.

         The executive officers of the Company as of March 19, 2000 were:

     Name            Age           Position with the Company
     ----            ---           -------------------------
Mark V. Kaminski      44    President, Chief Executive Officer and Director

Donald L. Marsh, Jr.  53    Executive Vice President, Chief Financial Officer
                                and Secretary

Robert R. Beal        48    Vice President Communications and Computing Services

Henry Del Castillo    60    Vice President Finance

Gregory P. Givan      47    Vice President and Treasurer

Katherine R. Gould    36    Vice President Organizational Development

William G. Toler      43    Vice President Materials and Corporate Development

John F. Barron        48    Controller and Assistant Secretary

Lenna R. Macdonald    37    Principal Legal Counsel and Assistant Secretary

         Mr. Kaminski joined the Company in 1987 as Marketing  Manager.  In 1989
he was promoted to Vice President of Operations and in 1991 he became  President
and  Chief  Executive  Officer.  He is a  director  of  the  Indiana  University
Athletics Board and Secat, Inc.

         Mr. Marsh  joined the Company in March 1996.  Prior to that time he was
Senior Vice President of Castle Energy Corporation.

         Mr.  Beal has been with the  Company  since 1987 and was elected to his
present position in January 1998. His most recent previous  position was Manager
of Process Engineering.

         Mr. Del Castillo  joined the Company in October 1997 as Alflex Business
Unit  Controller and was elected to his present  position in November 1999. From
1995 to 1997 he was Chief Financial Officer of Wherehouse  Entertainment Inc., a
retail music and video chain undergoing  financial  restructuring.  From 1981 to
1995 he served in a number of financial  management  positions,  including Chief
Financial Officer, at Powerine Oil Company, an independent oil refiner.

         Mr. Givan joined the Company in July 1997.  From 1987 until 1997 he was
Second Vice President,  Corporate Finance and most recently Director,  Corporate
Finance and Risk  Management  and  Assistant  Treasurer  of Providian  Corp.,  a
financial services company.

         Mr.  Toler has been with the Company  since 1980 and was elected to his
present  position in November 1999. His most recent  previous  position was Vice
President Finance and Administration.

         Ms. Gould  joined the Company in July 1998.  From 1996 through 1998 she
was Human  Resource  Manager of  Gordonstone  Coal  Management,  a joint venture
between ARCO Coal  Australia and Mitsui.  Prior to 1996 she held  operations and
human resource  management  positions with Comalco Limited,  an  Australia-based
aluminum company.

         Mr.  Barron joined the Company in February  1997.  From 1986 to 1996 he
held the position of Senior Vice President and Assistant Comptroller of Bank One
Kentucky, N.A.

         Ms.  Macdonald joined the Company in August 1999. From December 1998 to
1999 she served as Real Estate  Counsel for Vencor,  Inc.  From 1993 to 1998 she
held in-house counsel  positions with Bank One  Corporation,  including with its
subsidiary  Banc One New Hampshire  Asset  Management  Corporation  as Assistant
General Counsel and Litigation Group Manager.

<PAGE>
                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

         The  Company's  Common  Stock is traded on the Nasdaq  National  Market
under the symbol CMIN.  On March 10,  2000,  there were 157 holders of record of
the Company's  Common Stock.  The Company  estimates  that there were a total of
4,300 stockholders on that date,  including  beneficial  owners.  Since becoming
publicly  owned in March 1995,  the Company has paid quarterly cash dividends on
its Common Stock of $0.05 per share.

         The  following  table  sets out the high and low sales  prices  for the
Common  Stock for each  quarterly  period  indicated,  as  quoted in the  Nasdaq
National Market:

       1999                                High                        Low
       ----                                ----                        ---
First Quarter                            $12.63                     $ 8.25
Second Quarter                            14.75                       7.38
Third Quarter                             18.38                      12.25
Fourth Quarter                            14.63                       9.63

       1998
       ----
First Quarter                            $17.44                     $13.75
Second Quarter                            17.75                       9.00
Third Quarter                             10.75                       5.50
Fourth Quarter                            10.13                       6.38

Item 6. Selected Financial Data.

         The  information  captioned   "Consolidated  Selected  Financial  Data"
included on page 10 of the Company's  annual report to stockholders for the year
ended December 31, 1999 is incorporated  herein by reference.  This  information
sets forth selected consolidated statement of operations,  operating and balance
sheet data for the years  indicated.  The financial  information is derived from
the audited  consolidated  financial  statements  of the Company for such years.
This  information  should  be read in  conjunction  with,  and is  qualified  by
reference to, the consolidated financial statements of the Company and the notes
thereto and  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations" also incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         The  information  captioned  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations"  included on pages 11 through 16
of the Company's  annual report to stockholders  for the year ended December 31,
1999 is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         The information under the subcaption "Risk Management"  included in the
information  captioned  "Management's   Discussion  and  Analysis  of  Financial
Condition  and  Results of  Operations"  included  on pages 11 through 16 of the
Company's  annual report to stockholders for the year ended December 31, 1999 is
incorporated herein by reference.


Item 8. Financial Statements and Supplementary Data.

         The  following  consolidated  financial  statements  of the Company and
report of independent  auditors included on pages 17 through 42 of the Company's
annual  report  to  stockholders  for the  year  ended  December  31,  1999  are
incorporated herein by reference.

                  Consolidated Balance Sheet
                  Consolidated Statement of Income
                  Consolidated Statement of Comprehensive Income
                  Consolidated Statement of Changes in Stockholders' Equity
                  Consolidated Statement of Cash Flows
                  Notes to Consolidated Financial Statements
                  Report of Independent Auditors


Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         None.

<PAGE>
                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         The information required by Item 401 (other than paragraph (b) thereof)
and Item 405 of  Regulation  S-K may be found  under  the  caption  Election  of
Directors of the Company's  Proxy  Statement dated March 24, 2000 for the Annual
Meeting of Stockholders to be held on April 28, 2000 (the "Proxy Statement") and
is incorporated herein by reference.  The information required by Item 401(b) of
Regulation S-K may be found under Item E.O. above.

Item 11. Executive Compensation.

         The  information  required by Item 402 of  Regulation  S-K may be found
under  the  caption  Executive  Compensation  in  the  Proxy  Statement  and  is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The  information  required by Item 403 of  Regulation  S-K may be found
under the caption  Beneficial  Ownership of Common Stock in the Proxy  Statement
and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

         The  information  required by Item 404 of  Regulation  S-K may be found
under the caption  Election of  Directors--Compensation  and Other  Transactions
with Directors; Management Development and Compensation Committee Interlocks and
Insider  Participation  in the Proxy  Statement  and is  incorporated  herein by
reference.

<PAGE>
                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a) (1)  List of  Financial Statements  filed

         The  following  consolidated  financial  statements  of the Company and
report of  independent  auditors  included  in the  Company's  annual  report to
stockholders for the year ended December 31, 1999 were incorporated by reference
in Part II, item 8 of this report:

         Consolidated Balance Sheet
         Consolidated Statement of Income
         Consolidated Statement of Comprehensive Income
         Consolidated Statement of Changes in Stockholders' Equity
         Consolidated Statement of Cash Flows
         Notes to Consolidated Financial Statements
         Report of Independent Auditors

         (a) (2)  List of Financial Statement Schedules filed

         The following report of independent accountants and financial statement
schedule should be read in conjunction with the Company's consolidated financial
statements.

         Supplemental  Schedule II - Valuation and Qualifying  Accounts is filed
on page 20 of this report.

         Report of Independent  Accountants on the Company's financial statement
schedule filed as a part hereof for the years ended December 31, 1999,  1998 and
1997 is filed on page 19 of this report.

         Financial statement schedules other than listed above have been omitted
since they are either not  required  or not  applicable  or the  information  is
otherwise included.

         (b) Reports on Form 8-K.

                  No reports on Form 8-K were  filed  during the fourth  quarter
ended December 31, 1999.

         (c) Exhibits

                   3.1     Restated Certificate of Incorporation, effective
                           April 18, 1997(incorporated by reference to
                           Exhibit 3.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                   3.2     By-laws, dated April 17, 1997.

                   3.3     Stockholder Protection Rights Agreement,  dated as of
                           March 6, 1996, including forms of Rights Certificate,
                           Election to Exercise and  Certificate  of Designation
                           and  Terms of  Participating  Preferred  Stock of the
                           Company  (incorporated  by reference to Exhibits (1),
                           (2) and (3) to the Company's  Registration  Statement
                           No.
                           0-25642 on Form 8-A).

                  10.1     Executive Incentive Compensation Plan, as amended
                           December 4, 1995(incorporated  by  reference  to
                           Exhibit  10.1 to the Company's  Annual  Report  on
                           Form  10-K for the year ended December 31, 1995).

                  10.2     Long-term Executive Incentive Compensation Plan
                           (incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.3     1999 Executive Incentive Plan (incorporated by
                           reference to Exhibit 10.3 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended
                           March 31, 1999).

                  10.4     Salaried Employees Pension Plan (incorporated by
                           reference to Exhibit 10.4 to the Company's
                           Registration Statement No. 33-87294 on Form S-1).

                  10.5     Salaried Employees Performance Sharing Plan
                           (incorporated by reference to Exhibit 10.5 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.6     1995 Stock  Incentive  Plan,  as amended and restated
                           April 23, 1999  (incorporated by reference to Exhibit
                           10.1 to the Company's  Quarterly  Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.7     1997 Stock  Incentive  Plan,  as amended and restated
                           April 23, 1999  (incorporated by reference to Exhibit
                           10.2 to the Company's  Quarterly  Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.8     Form of Severance  Agreements between the Company and
                           Mark V.  Kaminski,  Scott T. Davis,  Donald L. Marsh,
                           Jr., James K. O'Donnell, William G. Toler and John J.
                           Wasz  (incorporated  by  reference to Exhibit 10.7 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

                  10.9     Deferred Compensation Plan (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1996).

                  10.10    Second Amended and Restated  Credit  Agreement  among
                           the Company, subsidiaries of the Company, the several
                           lenders  from  time  to  time  parties  thereto,  and
                           National  Westminster Bank PLC, as agent, dated as of
                           December  19,  1997  (incorporated  by  reference  to
                           Exhibit 10.9 to the  Company's  Annual Report on Form
                           10-K for the year ended December 31, 1997).

                  10.10.1  Amendment  No. 1, dated as of December 22,  1998,  to
                           Second Amended and Restated  Credit  Agreement  among
                           the Company, subsidiaries of the Company, the several
                           lenders  from  time  to  time  parties  thereto,  and
                           National  Westminster Bank PLC, as agent, dated as of
                           December  19,  1997  (incorporated  by  reference  to
                           Exhibit 10.9.1 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1998).

                  10.10.2  Agreement,    of    Resignation,    Appointment   and
                           Acceptance,  dated as of August  18,  1999  among the
                           Company,  subsidiaries  of the  Company,  the several
                           lenders from time to time parties  thereto,  National
                           Westminster  Bank, as resigning  agent, and Bank One,
                           Indiana, NA, as successor agent.

                  10.10.3  Joinder Agreement, dated as of October 29, 1999 among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties  thereto,  and Bank
                           One, Indiana, NA, as administrative agent.

                  10.10.4  Joinder  Agreement,  dated as of  December  31,  1999
                           among the Company,  subsidiaries of the Company,  the
                           several  lenders from time to time  parties  thereto,
                           and Bank One, Indiana, NA, as administrative agent.

                  10.11    Amended and Restated  Pledge and  Security  Agreement
                           entered  into by the  Company  and its  subsidiaries,
                           collectively,  in favor of National  Westminster Bank
                           PLC, as agent,  dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.9 to the Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996).

                  10.12    Amendment  No. 1, dated as of December 19,  1997,  to
                           the  Amended  and   Restated   Pledge  and   Security
                           Agreement   entered  into  by  the  Company  and  its
                           subsidiaries,  collectively,  in  favor  of  National
                           Westminster  Bank PLC, as agent,  dated  November 29,
                           1996  (incorporated  by reference to Exhibit 10.11 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

                  10.13    Receivables  Purchase  Agreement  among  Commonwealth
                           Financing Corp.,  the Company,  Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997  (incorporated  by reference
                           to Exhibit 10.1 to the Company's  Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 1997).

                  10.14    Supply agreement by and among  Commonwealth  Aluminum
                           Corporation,  IMCO  Recycling  of Ohio Inc.  and IMCO
                           Recycling  Inc.,   effective  as  of  April  1,  1999
                           (incorporated  by  reference  to Exhibit  10.4 to the
                           Company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter ended March 31, 1999).

                  10.15    Indenture  dated as of September 20, 1996 between the
                           Company, the Subsidiary  Guarantors named therein and
                           Harris Trust and Savings Bank, Trustee  (incorporated
                           by  reference   to  Exhibit  4.2  to  the   Company's
                           Registration Statement No. 333-13661 on Form S-4).

                  10.15.1  First  Supplemental  Indenture,  dated as of November
                           12, 1996, to Indenture dated as of September 20, 1996
                           (incorporated  by reference  to Exhibit  10.16 to the
                           Company's  Annual  Report  on Form  10-K for the year
                           ended December 31, 1996).

                  10.15.2  Second  Supplemental  Indenture,  dated as of October
                           16, 1998, to Indenture dated as of September 20, 1996
                           (incorporated  by reference  to Exhibit  10.20 to the
                           Company's  Annual  Report  on Form  10-K for the year
                           ended December 31, 1998).

                  10.15.3  Third  Supplemental  Indenture,  dated  as of
                           December  31,  1999,  to Indenture dated as of
                           September 20, 1996.

                  13       Portions of the annual report to stockholders for the
                           year ended December 31, 1999 which are expressly
                           incorporated by reference in this filing.

                  21       Subsidiaries.

                  23       Consent of PricewaterhouseCoopers LLP.

                  27       Financial Data Schedule.

<PAGE>
                        Report of Independent Accountants

Board of Directors
Commonwealth Industries, Inc.

         Our audits of the consolidated  financial statements referred to in our
report dated January 20, 2000  appearing on page 42 of the 1999 Annual Report to
Stockholders of Commonwealth Industries, Inc. and subsidiaries (which report and
consolidated  financial  statements are incorporated by reference in this Annual
Report  on Form  10-K)  also  included  an audit of the  consolidated  financial
statement  schedule listed in Item 14 (a) (2) of this Form 10-K. In our opinion,
this consolidated  financial statement schedule presents fairly, in all material
respects,  the information  set forth therein when read in conjunction  with the
related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
January 20, 2000

<PAGE>
                            Supplemental Schedule II
                          Commonwealth Industries, Inc.
                        Valuation and Qualifying Accounts
                        December 31, 1999, 1998 and 1997
                                 (in thousands)
<TABLE>
<CAPTION>
                                                     Additions
                                         Balance at  Charged to  Charged to               Balance at
                                         Beginning   Costs and     Other                    End of
           Description                   of Period   Expenses    Accounts     Deductions   of Period
           -----------                   ---------   ---------   ----------   ----------  ----------
<S>                                      <C>        <C>         <C>          <C>          <C>
Allowance for uncollectible accounts
     December 31,1999                     $2,484     $   591     $     -      $1,125       $1,950
     December 31,1998                      2,348       1,131           -         995        2,484
     December 31,1997                      2,235         242           -         129        2,348

Allowance for obsolete stores inventory
     December 31,1999                     $1,100     $   121     $     -      $    -       $1,221
     December 31,1998                      1,100           -           -           -        1,100
     December 31,1997                      1,000         100           -           -        1,100

</TABLE>
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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 on March 24, 2000.


                                    COMMONWEALTH INDUSTRIES, INC.

                                    By /s/ Mark V. Kaminski
                                    -----------------------
                                    Mark V. Kaminski, President and
                                    Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

     Signature                           Title                                          Date
     ---------                           -----                                          ----
<S>                             <C>                                              <C>
/s/ Paul E. Lego
-------------------------
Paul E. Lego                     Chairman of the Board                            March 24, 2000


/s/ Mark V. Kaminski
-------------------------
Mark V. Kaminski                 President, Chief Executive Officer and Director  March 24, 2000
                                 (Principal Executive Officer)

/s/ Catherine G. Burke
-------------------------
Catherine G. Burke               Director                                         March 24, 2000


/s/ C. Frederick Fetterolf
--------------------------
C. Frederick Fetterolf           Director                                         March 24, 2000


/s/ John E. Merow
--------------------------
John E. Merow                    Director                                         March 24, 2000


/s/ Victor Torasso
--------------------------
Victor Torasso                   Director                                         March 24, 2000


/s/ Donald L. Marsh, Jr.
--------------------------
Donald L. Marsh, Jr.             Executive Vice President, Chief Financial        March 24, 2000
                                 Officer and Secretary (Principal Financial
                                 Officer)

/s/Henry Del Castillo
--------------------------       Vice President  Finance                          March 24, 2000
Henry Del Castillo               (Principal Accounting Officer)

/s/ John F. Barron
--------------------------
John F. Barron                   Controller and Assistant Secretary               March 24, 2000

</TABLE>
<PAGE>
                                  Exhibit Index
                                  -------------
                  Exhibit
                  Number                      Description
                  -------                     -----------
                   3.1     Restated Certificate of Incorporation, effective
                           April 18, 1997(incorporated by reference to
                           Exhibit 3.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                   3.2     By-laws, dated April 17, 1997.

                   3.3     Stockholder Protection Rights Agreement,  dated as of
                           March 6, 1996, including forms of Rights Certificate,
                           Election to Exercise and  Certificate  of Designation
                           and  Terms of  Participating  Preferred  Stock of the
                           Company  (incorporated  by reference to Exhibits (1),
                           (2) and (3) to the Company's  Registration  Statement
                           No.
                           0-25642 on Form 8-A).

                  10.1     Executive Incentive Compensation Plan, as amended
                           December 4, 1995(incorporated  by  reference  to
                           Exhibit  10.1 to the Company's  Annual  Report  on
                           Form  10-K for the year ended December 31, 1995).

                  10.2     Long-term Executive Incentive Compensation Plan
                           (incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.3     1999 Executive Incentive Plan (incorporated by
                           reference to Exhibit 10.3 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended
                           March 31, 1999).

                  10.4     Salaried Employees Pension Plan (incorporated by
                           reference to Exhibit 10.4 to the Company's
                           Registration Statement No. 33-87294 on Form S-1).

                  10.5     Salaried Employees Performance Sharing Plan
                           (incorporated by reference to Exhibit 10.5 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.6     1995 Stock  Incentive  Plan,  as amended and restated
                           April 23, 1999  (incorporated by reference to Exhibit
                           10.1 to the Company's  Quarterly  Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.7     1997 Stock Incentive Plan, as amended and restated
                           April 23, 1999 (incorporated by reference to
                           Exhibit 10.2 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1999).

                  10.8     Form of Severance  Agreements between the Company and
                           Mark V.  Kaminski,  Scott T. Davis,  Donald L. Marsh,
                           Jr., James K. O'Donnell, William G. Toler and John J.
                           Wasz  (incorporated  by  reference to Exhibit 10.7 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

                  10.9     Deferred Compensation Plan (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1996).

                  10.10    Second Amended and Restated  Credit  Agreement  among
                           the Company, subsidiaries of the Company, the several
                           lenders  from  time  to  time  parties  thereto,  and
                           National  Westminster Bank PLC, as agent, dated as of
                           December  19,  1997  (incorporated  by  reference  to
                           Exhibit 10.9 to the  Company's  Annual Report on Form
                           10-K for the year ended December 31, 1997).

                  10.10.1  Amendment  No. 1, dated as of December 22,  1998,  to
                           Second Amended and Restated  Credit  Agreement  among
                           the Company, subsidiaries of the Company, the several
                           lenders  from  time  to  time  parties  thereto,  and
                           National  Westminster Bank PLC, as agent, dated as of
                           December  19,  1997  (incorporated  by  reference  to
                           Exhibit 10.9.1 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1998).

                  10.10.2  Agreement,    of    Resignation,    Appointment   and
                           Acceptance,  dated as of August  18,  1999  among the
                           Company,  subsidiaries  of the  Company,  the several
                           lenders from time to time parties  thereto,  National
                           Westminster  Bank, as resigning  agent, and Bank One,
                           Indiana, NA, as successor agent.

                  10.10.3  Joinder Agreement, dated as of October 29, 1999 among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties  thereto,  and Bank
                           One, Indiana, NA, as administrative agent.

                  10.10.4  Joinder  Agreement,  dated as of  December  31,  1999
                           among the Company,  subsidiaries of the Company,  the
                           several  lenders from time to time  parties  thereto,
                           and Bank One, Indiana, NA, as administrative agent.

                  10.11    Amended and Restated  Pledge and  Security  Agreement
                           entered  into by the  Company  and its  subsidiaries,
                           collectively,  in favor of National  Westminster Bank
                           PLC, as agent,  dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.9 to the Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996).

                  10.12    Amendment No.1, dated as of December 19, 1997, to the
                           Amended and Restated  Pledge and  Security  Agreement
                           entered  into by the  Company  and its  subsidiaries,
                           collectively,  in favor of National  Westminster Bank
                           PLC, as agent,  dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.11 to the Company's Annual
                           Report on Form 10-K for the year ended  December  31,
                           1997).

                  10.13    Receivables  Purchase  Agreement  among  Commonwealth
                           Financing Corp.,  the Company,  Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997  (incorporated  by reference
                           to Exhibit 10.1 to the Company's  Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 1997).

                  10.14    Supply agreement by and among  Commonwealth  Aluminum
                           Corporation,  IMCO  Recycling  of Ohio Inc.  and IMCO
                           Recycling  Inc.,   effective  as  of  April  1,  1999
                           (incorporated  by  reference  to Exhibit  10.4 to the
                           Company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter ended March 31, 1999).

                  10.15    Indenture  dated as of September 20, 1996 between the
                           Company, the Subsidiary  Guarantors named therein and
                           Harris Trust and Savings Bank, Trustee  (incorporated
                           by  reference   to  Exhibit  4.2  to  the   Company's
                           Registration Statement No. 333-13661 on Form S-4).

                  10.15.1  First  Supplemental  Indenture,  dated as of November
                           12, 1996, to Indenture dated as of September 20, 1996
                           (incorporated  by reference  to Exhibit  10.16 to the
                           Company's  Annual  Report  on Form  10-K for the year
                           ended December 31, 1996).

                  10.15.2  Second  Supplemental  Indenture,  dated as of October
                           16, 1998, to Indenture dated as of September 20, 1996
                           (incorporated  by reference  to Exhibit  10.20 to the
                           Company's  Annual  Report  on Form  10-K for the year
                           ended December 31, 1998).

                  10.15.3  Third  Supplemental  Indenture,  dated  as of
                           December  31,  1999,  to Indenture dated as of
                           September 20, 1996.

                  13       Portions of the annual report to stockholders for
                           the year ended December 31, 1999 which are expressly
                           incorporated by reference in this filing.

                  21       Subsidiaries.

                  23       Consent of PricewaterhouseCoopers LLP.

                  27       Financial Data Schedule.